SUN HEALTHCARE GROUP, INC., as Issuer TO THE BANK OF NEW YORK, as Trustee Indenture

SUN HEALTHCARE GROUP, INC.,
as Issuer

THE BANK OF NEW YORK,
as Trustee

Indenture

Dated as of [___________]

Subordinated Debentures

TABLE OF CONTENTS (1)

PAGE
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RECITALS OF THE COMPANY

ARTICLE I

DEFINITIONS AND OTHER PROVISIONS
OF GENERAL APPLICATION . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
SECTION 1.1 DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . 1
SECTION 1.2 COMPLIANCE CERTIFICATES AND OPINIONS. . . . . . . . . . . . . 10
SECTION 1.3 FORM OF DOCUMENTS DELIVERED TO TRUSTEE. . . . . . . . . . . . 10
SECTION 1.4 ACTS OF HOLDER. . . . . . . . . . . . . . . . . . . . . . . . 11
SECTION 1.5 NOTICES, ETC., TO TRUSTEE AND COMPANY . . . . . . . . . . . . 13
SECTION 1.6 NOTICE TO HOLDERS OF DEBENTURES; WAIVER . . . . . . . . . . . 14
SECTION 1.7 LANGUAGE OF NOTICES, ETC. . . . . . . . . . . . . . . . . . . 15
SECTION 1.8 CONFLICT WITH TRUST INDENTURE ACT . . . . . . . . . . . . . . 15
SECTION 1.9 EFFECT OF HEADINGS AND TABLE OF CONTENTS. . . . . . . . . . . 15
SECTION 1.10 SUCCESSORS AND ASSIGNS . . . . . . . . . . . . . . . . . . . 15
SECTION 1.11 SEPARABILITY CLAUSE. . . . . . . . . . . . . . . . . . . . . 15
SECTION 1.12 BENEFITS OF INDENTURE. . . . . . . . . . . . . . . . . . . . 15
SECTION 1.13 GOVERNING LAW. . . . . . . . . . . . . . . . . . . . . . . . 15
SECTION 1.14 LEGAL HOLIDAYS . . . . . . . . . . . . . . . . . . . . . . . 16
SECTION 1.15 JUDGMENT CURRENCY. . . . . . . . . . . . . . . . . . . . . . 16
SECTION 1.16 IMMUNITY OF INCORPORATORS, SHAREHOLDERS, OFFICERS, DIRECTORS
AND EMPLOYEES. . . . . . . . . . . . . . . . . . . . . . . . . . 16

ARTICLE II

DEBENTURE FORMS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
SECTION 2.1 FORMS GENERALLY . . . . . . . . . . . . . . . . . . . . . . . 17
SECTION 2.2 FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION . . . . . . . 18
SECTION 2.3 DEBENTURES IN GLOBAL FORM . . . . . . . . . . . . . . . . . . 18
SECTION 2.4 FORM OF LEGEND FOR BOOK-ENTRY DEBENTURES. . . . . . . . . . . 19
SECTION 2.5 FORM OF CONVERSION NOTICE . . . . . . . . . . . . . . . . . . 19

ARTICLE III

THE DEBENTURES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20
SECTION 3.1 AMOUNT UNLIMITED; ISSUABLE IN SERIES. . . . . . . . . . . . . 20

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

1 NOTE: This table of contents shall not, for any purpose, be deemed to be a
part of the Indenture.

SECTION 3.2 DENOMINATIONS . . . . . . . . . . . . . . . . . . . . . . . . 23
SECTION 3.3 EXECUTION, AUTHENTICATION, DELIVERY AND DATING. . . . . . . . 23
SECTION 3.4 TEMPORARY DEBENTURES. . . . . . . . . . . . . . . . . . . . . 26
SECTION 3.5 REGISTRATION, REGISTRATION OF TRANSFER AND EXCHANGE . . . . . 28

SECTION 3.6 MUTILATED, DESTROYED, LOST AND STOLEN DEBENTURES AND COUPONS. . 32
SECTION 3.7 PAYMENT OF INTEREST; INTEREST RIGHTS PRESERVED. . . . . . . . 33
SECTION 3.8 PERSONS DEEMED OWNERS . . . . . . . . . . . . . . . . . . . . 34
SECTION 3.9 CANCELLATION. . . . . . . . . . . . . . . . . . . . . . . . . 35
SECTION 3.10 COMPUTATION OF INTEREST. . . . . . . . . . . . . . . . . . . 35
SECTION 3.11 ELECTRONIC DEBENTURE ISSUANCE. . . . . . . . . . . . . . . . 35
SECTION 3.12 CUSIP NUMBERS. . . . . . . . . . . . . . . . . . . . . . . . 36

ARTICLE IV

SATISFACTION AND DISCHARGE . . . . . . . . . . . . . . . . . . . . . . . . . 36
SECTION 4.1 SATISFACTION AND DISCHARGE OF INDENTURE . . . . . . . . . . . 36
SECTION 4.2 APPLICATION OF TRUST MONEY. . . . . . . . . . . . . . . . . . 37
SECTION 4.3 COMPANY'S OPTION TO EFFECT DEFEASANCE OR COVENANT DEFEASANCE. 38
SECTION 4.4 DISCHARGE AND DEFEASANCE. . . . . . . . . . . . . . . . . . . 38
SECTION 4.5 COVENANT DEFEASANCE . . . . . . . . . . . . . . . . . . . . . 38
SECTION 4.6 CONDITIONS TO DEFEASANCE OR COVENANT DEFEASANCE. . . . . . . 39

ARTICLE V

REMEDIES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 42
SECTION 5.1 EVENTS OF DEFAULT . . . . . . . . . . . . . . . . . . . . . . 42
SECTION 5.2 ACCELERATION OF MATURITY; RESCISSION AND ANNULMENT. . . . . . 43
SECTION 5.3 COLLECTION OF INDEBTEDNESS AND SUITS FOR ENFORCEMENT BY
TRUSTEE. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 45
SECTION 5.4 TRUSTEE MAY FILE PROOFS OF CLAIM. . . . . . . . . . . . . . . 46
SECTION 5.5 TRUSTEE MAY ENFORCE CLAIMS WITHOUT POSSESSION OF DEBENTURES OR
COUPONS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 47
SECTION 5.6 APPLICATION OF MONEY COLLECTED. . . . . . . . . . . . . . . . 47
SECTION 5.7 LIMITATION ON SUITS . . . . . . . . . . . . . . . . . . . . . 48
SECTION 5.8 UNCONDITIONAL RIGHT OF HOLDERS TO RECEIVE PRINCIPAL, PREMIUM
AND INTEREST . . . . . . . . . . . . . . . . . . . . . . . . . . . . 48
SECTION 5.9 RESTORATION OF RIGHTS AND REMEDIES. . . . . . . . . . . . . . 49
SECTION 5.10 RIGHTS AND REMEDIES CUMULATIVE . . . . . . . . . . . . . . . 49
SECTION 5.11 DELAY OR OMISSION NOT WAIVER . . . . . . . . . . . . . . . . 49
SECTION 5.12 CONTROL BY HOLDERS OF DEBENTURES . . . . . . . . . . . . . . 49
SECTION 5.13 WAIVER OF PAST DEFAULTS. . . . . . . . . . . . . . . . . . . 50
SECTION 5.14 UNDERTAKING FOR COSTS. . . . . . . . . . . . . . . . . . . . 50
SECTION 5.15 WAIVER OF STAY OR EXTENSION LAWS . . . . . . . . . . . . . . 51

ARTICLE VI

THE TRUSTEE. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 51

SECTION 6.1 DUTIES AND RESPONSIBILITIES OF THE TRUSTEE; DURING DEFAULT; PRIOR
TO DEFAULT. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 51
SECTION 6.2 CERTAIN RIGHTS OF TRUSTEE . . . . . . . . . . . . . . . . . . 52
SECTION 6.3 NOT RESPONSIBLE FOR RECITALS OR ISSUANCE OF DEBENTURES. . . . 53
SECTION 6.4 MAY HOLD DEBENTURES . . . . . . . . . . . . . . . . . . . . . 54
SECTION 6.5 MONEY HELD IN TRUST . . . . . . . . . . . . . . . . . . . . . 54
SECTION 6.6 COMPENSATION AND REIMBURSEMENT. . . . . . . . . . . . . . . . 54
SECTION 6.8 ACCEPTANCE OF APPOINTMENT BY SUCCESSOR. . . . . . . . . . . . 56
SECTION 6.9 DISQUALIFICATION; CONFLICTING INTERESTS . . . . . . . . . . . 57
SECTION 6.10 CORPORATE TRUSTEE REQUIRED; ELIGIBILITY. . . . . . . . . . . 58
SECTION 6.11 PREFERENTIAL COLLECTION OF CLAIMS AGAINST COMPANY. . . . . . 58
SECTION 6.12 MERGER, CONVERSION CONSOLIDATION OR SUCCESSION TO BUSINESS . 58
SECTION 6.13 APPOINTMENT OF AUTHENTICATING AGENT. . . . . . . . . . . . . 58
SECTION 6.14. NOTICE OF DEFAULTS. . . . . . . . . . . . . . . . . . . . . 60

ARTICLE VII

HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY. . . . . . 60
SECTION 7.1 PRESERVATION OF INFORMATION; COMMUNICATIONS TO HOLDERS. . . . 60
SECTION 7.2 REPORTS BY TRUSTEE. . . . . . . . . . . . . . . . . . . . . . 62
SECTION 7.3. REPORTS BY COMPANY . . . . . . . . . . . . . . . . . . . . . 62
ARTICLE VIII

CONSOLIDATION, MERGER, SALE OR CONVEYANCE. . . . . . . . . . . . . . . . . . 63
SECTION 8.1 COMPANY MAY CONSOLIDATE, ETC. ON CERTAIN TERMS. . . . . . . . 63
SECTION 8.2 SUCCESSOR CORPORATION SUBSTITUTED.. . . . . . . . . . . . . . 63
SECTION 8.3 OPINION OF COUNSEL TO TRUSTEE.. . . . . . . . . . . . . . . . 64

ARTICLE IX

SUPPLEMENTAL INDENTURES. . . . . . . . . . . . . . . . . . . . . . . . . . . 64
SECTION 9.1 SUPPLEMENTAL INDENTURES WITHOUT CONSENT OF HOLDERS. . . . . . 64
SECTION 9.2 SUPPLEMENTAL INDENTURES WITH CONSENT OF HOLDERS . . . . . . . 66
SECTION 9.3 EXECUTION OF SUPPLEMENTAL INDENTURES. . . . . . . . . . . . . 67
SECTION 9.4 EFFECT OF SUPPLEMENTAL INDENTURES . . . . . . . . . . . . . . 67
SECTION 9.5 CONFORMITY WITH TRUST INDENTURE ACT . . . . . . . . . . . . . 68
SECTION 9.6 REFERENCE IN DEBENTURES TO SUPPLEMENTAL INDENTURES. . . . . . 68

ARTICLE X

iii

COVENANTS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 68
SECTION 10.1 PAYMENT OF PRINCIPAL, PREMIUM AND INTEREST . . . . . . . . . 68
SECTION 10.2 MAINTENANCE OF OFFICE OR AGENCY. . . . . . . . . . . . . . . 68
SECTION 10.3 MONEY FOR DEBENTURES PAYMENTS TO BE HELD IN TRUST. . . . . . 70
SECTION 10.4 LIMITATION ON DIVIDENDS; TRANSACTIONS WITH AFFILIATES. . . . 71
SECTION 10.5 COVENANTS AS TO SUN TRUSTS.. . . . . . . . . . . . . . . . . 72
SECTION 10.6 ADDITIONAL AMOUNTS . . . . . . . . . . . . . . . . . . . . . 72
SECTION 10.7 EXISTENCE. . . . . . . . . . . . . . . . . . . . . . . . . . 73
SECTION 10.8 PURCHASE OF DEBENTURES BY COMPANY OR SUBSIDIARY. . . . . . . 73
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 73
SECTION 10.9 STATEMENT BY OFFICERS AS TO DEFAULT. . . . . . . . . . . . . 73
SECTION 10.10 CALCULATION OF ORIGINAL ISSUE DISCOUNT. . . . . . . . . . . 74

ARTICLE XI

REDEMPTION OF DEBENTURES . . . . . . . . . . . . . . . . . . . . . . . . . . 74
SECTION 11.1 APPLICABILITY OF ARTICLE . . . . . . . . . . . . . . . . . . 74
SECTION 11.2 ELECTION TO REDEEM; NOTICE TO TRUSTEE. . . . . . . . . . . . 74
SECTION 11.3 SELECTION BY TRUSTEE OF DEBENTURES TO BE REDEEMED. . . . . . 74
SECTION 11.4 NOTICE OF REDEMPTION . . . . . . . . . . . . . . . . . . . . 75
SECTION 11.5 DEPOSIT OF REDEMPTION PRICE. . . . . . . . . . . . . . . . . 76
SECTION 11.7 DEBENTURES REDEEMED IN PART. . . . . . . . . . . . . . . . . 77

ARTICLE XII

SINKING FUNDS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 78
SECTION 12.1 APPLICABILITY OF ARTICLE . . . . . . . . . . . . . . . . . . 78
SECTION 12.2 SATISFACTION OF SINKING FUND PAYMENTS WITH DEBENTURES. . . . 78
SECTION 12.3 REDEMPTION OF DEBENTURES FOR SINKING FUND. . . . . . . . . . 78

ARTICLE XIII

MEETINGS OF HOLDERS OF DEBENTURES. . . . . . . . . . . . . . . . . . . . . . 79
SECTION 13.1 PURPOSES FOR WHICH MEETINGS MAY BE CALLED. . . . . . . . . . 79
SECTION 13.2 CALL, NOTICE AND PLACE OF MEETINGS . . . . . . . . . . . . . 79
SECTION 13.3 PERSONS ENTITLED TO VOTE AT MEETINGS . . . . . . . . . . . . 80
SECTION 13.4 QUORUM; ACTION . . . . . . . . . . . . . . . . . . . . . . . 80
SECTION 13.5 DETERMINATION OF VOTING RIGHTS; CONDUCT AND ADJOURNMENT OF
MEETINGS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 81
SECTION 13.6 COUNTING VOTES AND RECORDING ACTION OF MEETINGS. . . . . . . 82

ARTICLE XIV

CONVERSION OF DEBENTURES . . . . . . . . . . . . . . . . . . . . . . . . . . 82

SECTION 14.1 APPLICABILITY OF ARTICLE . . . . . . . . . . . . . . . . . . 82
SECTION 14.2 EXERCISE OF CONVERSION PRIVILEGE . . . . . . . . . . . . . . 83
SECTION 14.3 NO FRACTIONAL SHARES . . . . . . . . . . . . . . . . . . . . 84
SECTION 14.4 ADJUSTMENT OF CONVERSION PRICE . . . . . . . . . . . . . . . 85
SECTION 14.5 NOTICE OF CERTAIN CORPORATE ACTIONS. . . . . . . . . . . . . 85
SECTION 14.6 RESERVATION OF SHARES OF COMMON STOCK. . . . . . . . . . . . 86
SECTION 14.7 PAYMENT OF CERTAIN TAXES UPON CONVERSION . . . . . . . . . . 86

SECTION 14.8 NONASSESSABILITY . . . . . . . . . . . . . . . . . . . . . . . 86
SECTION 14.9 EFFECT OF CONSOLIDATION OR MERGER ON CONVERSION PRIVILEGE. . 86
SECTION 14.10 DUTIES OF TRUSTEE REGARDING CONVERSION. . . . . . . . . . . 87
SECTION 14.11 REPAYMENT OF CERTAIN FUNDS UPON CONVERSION. . . . . . . . . 88

ARTICLE XV

SUBORDINATION OF DEBENTURES . . . . . . . . . . . 88
SECTION 15.3 PRIOR PAYMENT TO SENIOR INDEBTEDNESS UPON ACCELERATION OF
DEBENTURES.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 90
SECTION 15.4 NO PAYMENT WHEN SENIOR INDEBTEDNESS IN DEFAULT.. . . . . . . 90
SECTION 15.5 PAYMENT PERMITTED IN CERTAIN SITUATIONS. . . . . . . . . . . 91
SECTION 15.6 SUBROGATION TO RIGHTS OF HOLDERS OF SENIOR INDEBTEDNESS. . . 91
SECTION 15.7 PROVISIONS SOLELY TO DEFINE RELATIVE RIGHTS. . . . . . . . . 92
SECTION 15.8 TRUSTEE TO EFFECTUATE SUBORDINATION. . . . . . . . . . . . . 92
SECTION 15.9 NO WAIVER OF SUBORDINATION PROVISIONS. . . . . . . . . . . . 92
SECTION 15.10 NOTICE TO TRUSTEE.. . . . . . . . . . . . . . . . . . . . . 93
SECTION 15.11 RELIANCE ON JUDICIAL ORDER OR CERTIFICATE OF LIQUIDATING
AGENT. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 94
SECTION 15.12 TRUSTEE NOT FIDUCIARY FOR HOLDERS OF SENIOR INDEBTEDNESS. . 94
SECTION 15.13 RIGHTS OF TRUSTEE AS HOLDER OF SENIOR INDEBTEDNESS,
PRESERVATION OF TRUSTEE'S RIGHTS.
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 94
SECTION 15.14 ARTICLE APPLICABLE TO PAYING AGENTS.. . . . . . . . . . . . 94
SECTION 15.15 CERTAIN CONVERSIONS DEEMED PAYMENT. . . . . . . . . . . . . 95

INDENTURE, dated as of[__________], between Sun Healthcare Group, Inc.,
a corporation duly organized and existing under the laws of the State of
Delaware (herein called the "Company"), having its principal office at ▇▇▇ ▇▇▇
▇▇▇▇, ▇.▇., ▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, and The Bank of New York, a New York
banking corporation having its principal corporate trust office at ▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇ 21 West, New York, New York 10286, as Trustee (herein called the
"Trustee") .

RECITALS OF THE COMPANY

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

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

NOW, THEREFORE, THIS INDENTURE WITNESSETH:

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

ARTICLE I

DEFINITIONS AND OTHER PROVISIONS
OF GENERAL APPLICATION

SECTION 1.1 DEFINITIONS.

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

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

(b) 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;

(c) all accounting terms not otherwise defined herein have the
meanings assigned to them in accordance with generally accepted accounting
principles in the United States of America, and, except as otherwise herein
expressly provided, 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 of America at the date of such computation; and

(d) 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.

"ACT", when used with respect to any Holder of a Debenture, has the
meaning specified in Section 1.4.

"AFFILIATE" has the same meaning as given to that term in Rule 405 of
the Securities Act of 1933, as amended, or any successor rule thereunder.

"AUTHENTICATING AGENT" means any Person authorized by the Trustee
pursuant to Section 6.13 to act on behalf of the Trustee to authenticate
Debentures of one or more series.

"AUTHORIZED NEWSPAPER" means a newspaper, in the English language or in
an official language of the country of publication, customarily published on
each Business Day, whether or not published on Saturdays, Sundays or holidays,
and of general circulation in the place, in connection with which the term is
used, or in the financial community of such place. Where successive publications
are required to be made in Authorized Newspapers, the successive publications
may be made in the same or in different newspapers in the same city meeting the
foregoing requirements and in each case on any Business Day.

"BEARER DEBENTURE" means any Debenture in the form established pursuant
to Section 2.1 which is payable to bearer.

"BOARD OF DIRECTORS" means either the board of directors of the Company
or any duly authorized committee of that board.

"BOARD RESOLUTION" means a copy of a resolution certified by the
Secretary or an 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, and delivered to the Trustee.

"BOOK-ENTRY DEBENTURE" means a Debenture bearing the legend specified
in Section 2.4, evidencing all or part of a series of Debentures, issued to the
Depository for such series or its nominee, and registered in the name of such
Depository or nominee. Book-Entry Debentures shall not be deemed to be
securities in global form for purposes of Sections 2.1 and 2.3 and Article III
of this Indenture.

"BUSINESS DAY", when used with respect to any Place of Payment or any
other particular location referred to in this Indenture or in the Debentures,
means each Monday, Tuesday, Wednesday, Thursday and Friday which is not a day on
which banking institutions

in that Place of Payment or other location are authorized or obligated by law
or executive order to close.

"CEDEL S.A." means Cedel Bank, Societe Anonyme, or its successor.

"COMMISSION" means the United States Securities and Exchange
Commission.

"COMMON DEPOSITORY" has the meaning specified in Section 3.4.

"COMMON SECURITIES" means undivided beneficial interests in the assets
of a Sun Trust which rank pari passu with Preferred Securities issued by such
Sun Trust; provided, however, that upon the occurrence of an Event of Default,
the rights of holders of Common Securities to payment in respect to
distributions and payments upon liquidation, redemption and otherwise are
subordinated to the rights of holders of Preferred Securities.

"COMMON SECURITIES GUARANTEE" means any Guarantee that the Company
enters into with The Bank of New York or other Persons that operates directly or
indirectly for the benefit of holders of Common Securities of a Sun Trust.

"COMMON STOCK" includes any stock of any class of the Company which has
no preference in respect of dividends or of amounts payable in the event of any
voluntary or involuntary liquidation, dissolution or winding up of the Company
and which is not subject to redemption by the Company. Subject to the anti-
dilution provisions of any convertible Debenture, however, shares of Sun Common
Stock issuable on conversion of a Debenture shall include only shares of the
class designated as Common Stock of the Company at the date of any supplemental
indenture, Board Resolution or other instrument authorizing such Debenture or
shares of any class or classes resulting from any reclassification or
reclassifications thereof and which have no preference in respect of the payment
of dividends or the distribution of assets upon any voluntary or involuntary
liquidation, dissolution or winding-up of the Company and which are not subject
to redemption by the Company, provided that if at any time there shall be more
than one such resulting class, the shares of each such class then so issuable
shall be substantially in the proportion which the total number of shares of
such class resulting from all such reclassifications bears to the total number
of shares of such classes resulting from all such reclassifications.

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

"COMPANY REQUEST" or "COMPANY ORDER" means a written request or order
signed in the name of the Company by the Chairman of the Board of Directors or
the President or any Vice Chairman or any Vice President and by the Treasurer or
the Secretary or any Assistant Treasurer or any Assistant Secretary of the
Company and delivered to the Trustee.

"CORPORATE TRUST OFFICE" means the principal office of the Trustee at
which at any particular time its corporate trust business shall be administered.

"CORPORATION" means a corporation, association, company, joint-stock
company or business trust.

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

"DEBENTURE REGISTER" and "DEBENTURE REGISTRAR" have the respective
meanings specified in Section 3.5.

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

"DECLARATION", with respect to a Sun Trust, means the Amended and
Restated Declaration of Trust of such Sun Trust.

"DEFAULTED INTEREST" has the meaning specified in Section 3.7.

"DEFEASANCE" has the meaning specified in Section 4.4.

"DEPOSITORY" means, with respect to the Debentures of any series
issuable or issued in whole or in part in the form of one or more Book-Entry
Debentures of such series, the clearing agency registered under the Securities
Exchange Act of 1934, as amended specified for that purpose as contemplated by
Section 3.1.

"DOLLAR" or "$" means a dollar or other equivalent unit in such coin or
currency of the United States of America as at the time shall be legal tender
for the payment of public and private debts.

"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 5.1.

"EXCHANGE DATE" has the meaning specified in Section 3.4.

"GUARANTOR" means Sun Healthcare Group, Inc., a Delaware corporation,
in its capacity as guarantor under any Trust Securities Guarantees.

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

"INDENTURE" means this instrument as originally executed or 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 Debentures of any series established as
contemplated by Section 3.1.

"INSTITUTIONAL TRUSTEE" has the meaning set forth in the Declaration of
the applicable Sun Trust.

"INTEREST", when used with respect to any Original Issue Discount
Debenture which by its terms bears interest only at Maturity, means interest
payable at Maturity.

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

"SUN TRUST" means each of Sun Trust I and II, each, a Delaware
statutory business trust.

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

"OFFICERS' CERTIFICATE" means a certificate signed by the Chairman of
the Board of Directors or the President or any Vice Chairman or any Vice
President and by the Treasurer or the Secretary or any Assistant Treasurer or
any Assistant Secretary of the Company and delivered to the Trustee.

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

"ORIGINAL ISSUE DISCOUNT DEBENTURE" means any Debenture which 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 5.2.

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

(i) Debentures of such series theretofore cancelled by the Trustee or
any Paying Agent or delivered to the Trustee for cancellation or that have
previously been cancelled;

(ii) Debentures of such series for whose payment or redemption of which
money or United States Government Obligations in the necessary amount has
been theretofore deposited in accordance with Article IV with the Trustee or
any Paying Agent (other than the

Company) in trust or set aside and segregated in trust by the Company (if the
Company shall act as its own Paying Agent) for the Holders of Debentures of
such series and any Coupons appertaining thereto; provided that, if Debentures
of such series or portions of Debentures of such series are to be redeemed
prior to the Maturity thereof, notice of such redemption has been duly given
pursuant to this Indenture or provision therefor satisfactory to the Trustee
has been made;

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

(iv) Debentures of such series as to which Defeasance has been
effected pursuant to Section 4.4;

provided, however, that in determining whether the Holders of the requisite
aggregate principal amount of the Outstanding Debentures of such series have
given any request, demand, authorization, direction, notice, consent or waiver
hereunder or whether a quorum is present at a meeting of Holders of Debentures
of such series (A) the principal amount of an Original Issue Discount Debenture
of such series that shall be deemed to be Outstanding shall be the amount of the
principal thereof that would be due and payable as of the date of such
determination upon acceleration of the Maturity thereof pursuant to Section 5.2,
(B) the principal amount of a Debenture of such series denominated in a foreign
currency or currencies shall be the U.S. dollar equivalent, determined on the
date of original issuance of such Debenture, of the principal amount (or, in the
case of an Original Issue Discount Debenture of such series, the U.S. dollar
equivalent on the date of original issuance of such Debenture of the amount
determined as provided in (A) above) of such Debenture, and (C) Debentures of
such series owned by the Company or any other obligor upon such Debentures, or
any Affiliate of the Company or of such other obligor shall be disregarded and
deemed not to be Outstanding, except that, in determining whether the Trustee
shall be protected in relying upon any such request, demand, authorization,
direction, notice, consent or waiver, or upon any such determination as to the
presence of a quorum, only Debentures of such series which the Trustee actually
knows to be so owned shall be so disregarded. Debentures of such series so owned
which have been pledged in good faith may be regarded as Outstanding if the
pledgee establishes to the satisfaction of the Trustee the pledgee's right so to
act with respect to such Debentures and that the pledgee is not the Company or
any other obligor upon such Debentures or any Affiliate of the Company or of
such other obligor.

"PAYING AGENT" means any Person authorized by the Company to pay the
principal of and any premium and interest on any Debentures or any Coupons
appertaining thereto on behalf of the Company.

"PERSON" means a legal person, including any individual, corporation,
estate, partnership, joint venture, trust, association, joint stock company,
limited liability company, unincorporated association or government or any
agency or political subdivision thereof, or any other entity of whatever nature.

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

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

"PREFERRED SECURITIES" means undivided beneficial interests in the
assets of a Sun Trust which rank pari passu with Common Securities issued by
such Sun Trust; provided, however, that upon the occurrence of an Event of
Default, the rights of holders of Common Securities to payment in respect to
distributions and payments upon liquidation, redemption and otherwise are
subordinated to the rights of holders of Preferred Securities.

"PREFERRED SECURITIES GUARANTEE" means any Guarantee that the Guarantor
may enter into with The Bank of New York or other Persons that operates directly
or indirectly for the benefit of holders of Preferred Securities of such Sun
Trust.

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

"REDEMPTION PRICE", when used with respect to any Debenture to be
redeemed, means the price at which it is to be redeemed pursuant to this
Indenture.

"REGISTERED DEBENTURE" means any Debenture in the form established
pursuant to Section 2.1 which is registered in the Debenture Register.

"REGULAR RECORD DATE" for the interest payable on any Interest Payment
Date on Registered Debentures of any series means the date specified for that
purpose as contemplated by Section 3.1., whether or not such day is a Business
Day.

"RESPONSIBLE OFFICER" means, when used with respect to the Trustee, the
chairman of the board of directors, the executive committee of the board of
directors, the chairman of the trust committee, the president, any vice
president, any assistant vice president, the secretary, any

assistant secretary, the treasurer, any assistant treasurer, any trust
officer or assistant trust officer, the controller or any assistant
controller or any other officer of the 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 such officer's knowledge of and familiarity with the
particular subject.

"SENIOR INDEBTEDNESS" means, with respect to the Company, (i) the
principal, premium, if any, and interest in respect of (a) indebtedness of the
Company for money borrowed and (b) indebtedness evidenced by securities,
debentures, bonds or other similar instruments issued by the Company, including
interest accruing on or after a bankruptcy or other similar event, whether or
not an allowed claim therein; (ii) all capital lease obligations of the Company;
(iii) all obligations of the Company issued or assumed as the deferred purchase
price of property, all conditional sale obligations of the Company and all
obligations of the Company under any title retention agreement (but excluding
trade accounts payable arising in the ordinary course of business); (iv) all
obligations of the Company for the reimbursement on any letter of credit,
banker's acceptance, security purchase facility or similar credit transaction;
(v) all obligations of the types referred to in clauses (i) through (iv) of
other Persons for the payment of which the Company is responsible or liable as
obligor, guarantor or otherwise; and (vi) all obligations of the types referred
to in clauses (i) through (v) of other Persons secured by any lien on any
property or asset of the Company (whether or not such obligation is assumed by
the Company), except for (A) any such indebtedness that is by its terms
subordinated to or PARI PASSU with the Debentures, and (B) any indebtedness
between or among the Company or its Affiliates, including all other debt
securities and guarantees in respect of those debt securities, issued to (a) any
Sun Trust or a trustee of such trust and (b) any other trust, or a trustee of
such trust, partnership or other entity affiliated with the Company that is a
financing vehicle of the Company (a "Financing Entity") in connection with the
issuance by such Financing Entity of preferred securities, unless otherwise
expressly provided in the terms of such debt securities.

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

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

"SUBSIDIARY" means, with respect to any Person, (i) any corporation at
least a majority of whose outstanding Voting Stock shall at the time be owned,
directly or indirectly, by such Person or by one or more of its Subsidiaries or
by such Person and one or more of its Subsidiaries, (ii) any general
partnership, joint venture, business trust or similar entity, at least a
majority of whose outstanding partnership or similar interests shall at the time
be owned by such Person or by one or more of its Subsidiaries or by such Person
and one or more of its Subsidiaries and (iii) any limited partnership of which
such Person or any of its Subsidiaries is a general partner.

8-A

"TRUSTEE" means the Person named as the "Trustee" in the first
paragraph of this Indenture until a successor Trustee shall have become such
pursuant to the applicable provisions of this Indenture, and thereafter
"Trustee" shall mean or include each Person who is then a Trustee hereunder, and
if at any time there is more than one such Person, "Trustee" as used with
respect to Debentures of any series shall mean the Trustee with respect to
Debentures of such series.

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

"TRUST SECURITIES" means Common Securities and Preferred Securities of
a Sun Trust.

"TRUST SECURITIES GUARANTEES" means the Common Securities Guarantee and
the Preferred Securities Guarantee.

"UNITED STATES" means the United States of America (including the
States and the District of Columbia), its territories, its possessions and other
areas subject to its jurisdiction.

"UNITED STATES ALIEN" means any Person who, for United States federal
income tax purposes, is a foreign corporation, a non-resident alien individual,
a non-resident alien 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 non-resident alien individual or a
nonresident alien fiduciary of a foreign estate or trust or a foreign
partnership.

"U.S. GOVERNMENT OBLIGATIONS" means direct obligations of the United
States for the payment of which its full faith and credit is pledged, or
obligations of a person controlled or supervised by and acting as an agency or
instrumentality of the United States and the payment of which is unconditionally
guaranteed as a full faith and credit obligation by the United States which, in
either case, are not callable or redeemable at the option of the issuer thereof,
and shall also include a depository receipt issued by a bank (as defined in
Section 3(a)(2) of the Securities Act of 1933, as amended) as custodian with
respect to any such U.S. Government Obligations or a specific payment of
principal of or interest on any such U.S. Government Obligations held by such
custodian for the account of the holder of such depository receipt, provided
that (except as required by law) such custodian is not authorized to make any
deduction from the amount payable to the holder of such depository receipt from
any amount received by the custodian in respect of the U.S. Government
Obligations or the specific payment of principal of or interest on the U.S.
Government Obligations evidenced by such depository receipt.

"VOTING STOCK", as applied to stock of any Person, means shares,
interests, participations or other equivalents in the equity interest (however
designated) in such Person having ordinary voting power for the election of a
majority of the directors (or the equivalent)

of such Person, other than shares, interests, participations or other
equivalents having such power only by reason of the occurrence of a
contingency.

"YIELD TO MATURITY" means the yield to maturity on Debentures of any
series, calculated at the time of issuance of such series, or, if applicable, at
the most recent redetermination of interest on such series, and calculated in
accordance with accepted financial practice.

SECTION 1.2 COMPLIANCE CERTIFICATES AND OPINIONS.

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

Every certificate or opinion by or on behalf of the Company with
respect to compliance with a condition or covenant provided for in this
Indenture, except for certificates provided for in Section 10.9, shall include:

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

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

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

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

SECTION 1.3 FORM OF DOCUMENTS DELIVERED TO TRUSTEE.

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

Any certificate or opinion of an officer of the Company may be based,
insofar as it relates to legal matters, upon a certificate or opinion of, or
representations by, counsel, unless such officer knows, or in the exercise of
reasonable care should know, that the certificate or opinion or representations
with respect to the matters upon which such officer's 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 1.4 ACTS OF HOLDERS.

(a) Any request, demand, authorization, direction, notice,
consent, waiver or other action provided or permitted 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 Debentures of any series are issuable as
Bearer Debentures of such series , any request, demand, authorization,
direction, notice, consent, waiver or other action provided or permitted by this
Indenture to be given or taken by Holders of Debentures of such series may,
alternatively, be embodied in and evidenced by the record of Holders of
Debentures of such series voting in favor thereof, either in person or by
proxies duly appointed in writing, at any meeting of Holders of Debentures of
such series duly called and held in accordance with the provisions of Article
XIII, 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 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 and so voting at any such meeting. Proof of
execution of any such instrument or of a writing appointing any such agent or
proxy, or of the holding by any Person of a Debenture of any series, shall be
sufficient for any purpose of this Indenture and (subject to Section 6.2)
conclusive in favor of the Trustee and the Company, if made in the manner
provided in this Section. The record of any meeting of Holders of Debentures of
any series shall be proved in the manner provided in Section 13.6.

(b) The fact and date of the execution by any Person of any such
instrument or writing may be proved by the affidavit of a witness of such
execution or by a certificate of a notary public or other officer authorized by
law to take acknowledgments of deeds, certifying that the individual signing
such instrument or writing acknowledged to such notary public or other such
officer the execution thereof. Where such execution is by a signer acting in a
capacity other than

the signer's individual capacity, such certificate or affidavit shall also
constitute sufficient proof of the signer's authority. The fact and date of
the execution of any such instrument or writing, or the authority of the
Person executing the same, may also be proved in any other manner which the
Trustee reasonably deems sufficient.

(c) The principal amount and serial numbers of Registered Debentures
of any series held by any Person, and the date of holding the same, shall be
proved by the Debenture Register.

(d) The principal amount and serial numbers of Bearer Debentures of
any series held by any Person, and the date of holding the same, may be proved
by the production of such Bearer Debentures 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 to be satisfactory,
showing that at the date therein mentioned such Person had on deposit with such
depositary, or exhibited to it, the Bearer Debentures therein described; or such
facts may be proved by the certificate or affidavit of the Person holding such
Bearer Debentures, if such certificate or affidavit is deemed by the Trustee to
be satisfactory. The Trustee and the Company may assume that such ownership of
any Bearer Debenture continues until (i) another certificate or affidavit
bearing a later date issued in respect of the same Bearer Debenture is produced,
or (ii) such Bearer Debenture is produced to the Trustee by some other Person,
or (iii) such Bearer Debenture is surrendered in exchange for a Registered
Debenture of such series, or (iv) such Bearer Debenture is no longer
Outstanding. The principal amount and serial numbers of Bearer Debentures held
by any Person, and the date of holding the same, may also be proved in any other
manner which the Trustee deems sufficient.

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

(f) With respect to the Debentures of any series, upon receipt by the
Trustee of (i) any written notice directing the time, method or place of
conducting any proceeding or exercising any trust or power pursuant to Section
5.1 with respect to Debentures of such series or (ii) any written demand,
request or notice with respect to any matter on which the Holders of Debentures
of such series are entitled to act under this Indenture, in each case from
Holders of less than, or proxies representing less than, the requisite principal
amount of Outstanding Debentures of such series entitled to give such demand,
request or notice, the Trustee shall establish a record date for determining
Holders of Outstanding Debentures of such series entitled to join in such
demand, request or notice, which record date shall be the close of business on
the day the Trustee received such demand, request or notice. The Holders on such
record date, or their duly designated proxies, and only such Persons, shall be
entitled to join in such demand, request or notice whether or not such Holders
remain Holders after such record date; provided,

however, that unless the Holders of the requisite principal amount of
Outstanding Debentures of such series shall have joined in such demand,
request or notice prior to the day which is the ninetieth day after such
record date, such demand, request or notice shall automatically and without
further action by any Holder be canceled and of no further effect. Nothing in
this paragraph shall prevent a Holder, or a proxy of a Holder, from giving,
(i) after the expiration of such 90-day period, a new demand, request or
notice identical to a demand, request or notice which has been canceled
pursuant to the proviso to the preceding sentence or (ii) during any such
90-day period, a new demand, request or notice which has been canceled
pursuant to the proviso to the preceding sentence or (iii) during any such
90-day period, a new demand, request or notice contrary to or different from
such demand, request or notice, in either of which events a new record date
shall be established pursuant to the provisions of this clause.

(g) The Company may set any day as the record date for the purpose of
determining the Holders of Outstanding Debentures of any series entitled to give
or take any request, demand, authorization, direction, notice, consent, waiver
or other action provided or permitted by this Indenture to be given or taken by
Holders of Debentures of such series. With regard to any record date set
pursuant to this paragraph, the Holders of Outstanding Debentures of such series
on such record date (or their duly appointed agents), and only such Persons,
shall be entitled to give or take the relevant action, whether or not such
Holders remain Holders after such record date. With regard to any action that
may be given or taken hereunder only by Holders of a requisite principal amount
of Outstanding Debentures of any series (or their duly appointed agents) and for
which a record date is set pursuant to this paragraph, the Company may, at its
option, set an expiration date after which no such action purported to be given
or taken by any Holder shall be effective hereunder unless given or taken on or
prior to such expiration date by Holders of the requisite principal amount of
Outstanding Debentures of such series on such record date (or their duly
appointed agents). On or prior to any expiration date set pursuant to this
paragraph, the Company may, on one or more occasions at its option, extend such
date to any later date. Nothing in this paragraph shall prevent any Holder (or
any duly appointed agent thereof) from giving or taking, after any expiration
date, any action identical to, or, at any time, contrary to or different from,
any action given or taken, or purported to have been given or taken, hereunder
by a Holder on or prior to such date, in which event the Company may set a
record date in respect thereof pursuant to this clause. Notwithstanding the
foregoing or the Trust Indenture Act, the Company shall not set a record date
for, and the provisions of this clause shall not apply with respect to, any
action to be given or taken by Holders pursuant to Section 5.1, 5.2 or 5.12.

SECTION 1.5 NOTICES, ETC., TO TRUSTEE AND COMPANY.

Any request, demand, authorization, direction, notice, consent, waiver
or Act of Holders or other document provided or permitted by this Indenture to
be made upon, given or furnished to, or filed with,

(a) the Trustee 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 the Trustee at its Corporate Trust Office, Attention: Corporate Trust
Trustee Administration, or

(b) the Company by the Trustee or by any Holder shall be sufficient
for every purpose hereunder (unless otherwise herein expressly provided) if in
writing and mailed, first-class postage prepaid, to the Company addressed to it
at the address of its principal office specified in the first paragraph of this
Indenture, to the attention of its Treasurer, or at any other address previously
furnished in writing to the Trustee by the Company.

SECTION 1.6 NOTICE TO HOLDERS OF DEBENTURES; WAIVER.

Except as otherwise expressly provided herein, where this Indenture
provides for notice to Holders of Debentures of any event:

(a) such notice shall be sufficiently given to Holders of Registered
Debentures of any series if in writing and mailed, first-class postage prepaid,
to each Holder of a Registered Debenture affected by such event, at the address
of such Holder as it appears in the Debenture Register, not earlier than the
earliest date, and not later than the latest date, prescribed for the giving of
such notice; and

(b) such notice shall be sufficiently given to Holders of Bearer
Debentures of any series if published in an Authorized Newspaper in The City of
New York, The City of London and in such other city or cities as may be
specified in such Debentures 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 for the giving of
such notice.

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 Debentures by mail, then such notification as shall be
made with the approval of the Trustee shall constitute sufficient notice to such
Holders for every purpose hereunder. In any case where notice to Holders of
Registered Debentures is given by mail, neither the failure to mail such notice,
nor any defect in any notice mailed to any particular Holder of a Registered
Debenture shall affect the sufficiency of such notice with respect to other
Holders of Registered Debentures or the sufficiency of any notice to Holders of
Bearer Debentures given as provided herein.

In case by reason of the suspension of publication 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 Debentures as provided
above, then such notification as shall be given with the approval of the Trustee
shall constitute sufficient notice to such Holders for every purpose hereunder.
Neither the failure to give notice by publication to Holders of Bearer
Debentures as provided above, nor any defect in any notice so published, shall
affect the sufficiency of any notice to Holders of Registered Debentures 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 of Debentures shall be filed with the
Trustee, but such filing shall not be a condition precedent to the validity of
any action taken in reliance upon such waiver.

SECTION 1.7 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, except that any published notice may be in an official language of the
country of publication.

SECTION 1.8 CONFLICT WITH TRUST INDENTURE ACT.

If and to the extent that any provision of this Indenture limits,
qualifies or conflicts with another provision included in this Indenture which
is required to be included in this Indenture by any of Sections 310 to 318,
inclusive, of the Trust Indenture Act of 1939, such required provision shall
control.

SECTION 1.9 EFFECT OF HEADINGS AND TABLE OF CONTENTS.

The Article and Section headings herein and the Table of Contents are
for convenience only and shall not affect the construction hereof.

SECTION 1.10 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 1.11 SEPARABILITY CLAUSE.

In case any provision in this Indenture or the Debentures 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 1.12 BENEFITS OF INDENTURE.

Nothing in this Indenture or the Debentures or Coupons, express or
implied, shall give to any Person, other than the parties hereto, any
Authenticating Agent, any Paying Agent, any Debentures Registrar and their
successors hereunder and the Holders of Debentures and coupons, any benefit or
any legal or equitable right, remedy or claim under this Indenture.

SECTION 1.13 GOVERNING LAW.

This Indenture and the Debentures and Coupons shall be governed by and
construed in accordance with the laws of the State of New York, without regard
to the conflicts of laws principles thereof.

SECTION 1.14 LEGAL HOLIDAYS.

In any case where any Interest Payment Date, Redemption Date, sinking
fund payment date, Maturity or Stated Maturity of a Debenture of any series
shall not be a Business Day at any Place of Payment, then (notwithstanding any
other provision of this Indenture or of the Debentures or Coupons other than a
provision in Debentures of any series which specifically states that such
provision shall apply in lieu of this Section) payment of interest or principal
(and premium, if any) 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 on the amount so payable for the period from and after such Interest
Payment Date, Redemption Date or Stated Maturity, as the case may be, to such
succeeding Business Day.

SECTION 1.15 JUDGMENT CURRENCY.

The Company agrees, to the fullest extent that it may effectively do so
under applicable law, that (a) if for the purpose of obtaining judgment in any
court it is necessary to convert the sum due on Debentures of any series from
the currency in which such sum is payable in accordance with the terms of such
Debentures (the "Required Currency") into a currency in which a judgment will be
rendered (the "Judgment Currency"), the rate of exchange used shall be the rate
at which in accordance with normal banking procedures the Trustee could purchase
in The City of New York the Required Currency with the Judgment Currency on the
New York Banking Day preceding that on which a final unappealable judgment is
rendered and (b) its obligations under this Indenture to make payments in the
Required Currency (i) shall not be discharged or satisfied by any tender, or any
recovery pursuant to any judgment (whether or not entered in accordance with
subsection (a)), in any currency other than the Required Currency, except to the
extent that such tender or recovery shall result in the actual receipt, by the
payee, of the full amount of the Required Currency expressed to be payable in
respect of such payments, (ii) shall be enforceable as an alternative or
additional cause of action for the purpose of recovering in the Required
Currency the amount, if any, by which such actual receipt shall fall short of
the full amount of the Required Currency so expressed to be payable and (iii)
shall not be affected by judgment being obtained for any other sum due under
this Indenture. For purposes of the foregoing, "New York Banking Day" means any
day except a Saturday, Sunday or a legal holiday in The City of New York or a
day on which banking institutions in The City of New York are authorized or
required by law or executive order to close.

SECTION 1.16 IMMUNITY OF INCORPORATORS, SHAREHOLDERS, OFFICERS, DIRECTORS
AND EMPLOYEES.

No recourse under or upon any obligation, covenant or agreement of this
Indenture, or of a Debenture of any series, or for any claim based thereon or
otherwise in respect thereof, shall be had against any incorporator,
shareholder, officer, director or employee, as such, past, present or future, of
the Company or of any successor corporation, either directly or through the
Company, whether by virtue of any constitution, statute or rule of law, or by
the enforcement of any assessment or penalty or otherwise; it being expressly
understood that this Indenture and the obligations issued hereunder are solely
corporate obligations of the Company, and that no such personal liability
whatever shall attach to, or is or shall be incurred by, the incorporators,
shareholders, officers, directors or employees, as such, of the Company or of
any successor corporation, or any of them, because of the creation of the
indebtedness hereby authorized, or under or by reason of the obligations or
agreements contained in this Indenture or in any of the Debentures or implied
therefrom; and that any and all such personal liability, either at common law or
in equity or by constitution or statute, of, and any and all such rights and
claims against, every such incorporator, shareholder, officer, director or
employee, as such, because of the creation of the indebtedness hereby
authorized, or under of by reason of the obligations or agreements contained in
this Indenture or in any of the Debentures or implied therefrom, are hereby
expressly waived and released as a condition of, and as a consideration for, the
execution of this Indenture and the issue of such Debentures.

All payments of interest and other amounts, if any, to be made by the
Trustee hereunder shall be made only from the money deposited with the Trustee
and only to the extent that the Trustee shall have sufficient income or proceeds
to make such payments in accordance with the terms of this Indenture, and each
Holder thereof, by its acceptance of a Debenture, agrees that it will look
solely to the income and proceeds deposited with the Trustee to the extent
available for distribution to such Holder as provided and that the Trustee is
not personally liable in any manner to such Holder for any amounts payable or
any liability under this Indenture or any Debenture.

ARTICLE II

DEBENTURE FORMS

SECTION 2.1 FORMS GENERALLY.

The Registered Debentures, if any, of each series and the Bearer
Debentures, if any, of each series and related Coupons shall be in such form
(including temporary or permanent global form) as shall be established by or
pursuant to a Board Resolution or in one or more indentures supplemental hereto,
in each case with such appropriate insertions, omissions, substitutions and
other variations as are required or permitted by this Indenture, and may have
such letters, numbers or other marks of identification and such legends or
endorsements placed thereon as may be required to comply with the rules of any
securities exchange or as may, consistently herewith, be determined by the
officers executing such Debentures or Coupons, as evidenced by their execution
of the Debentures or Coupons. If temporary Debentures of any series are issued
in global form as permitted by Section 3.4, the form thereof

shall be established as provided in the preceding sentence. If the forms of
Debentures or Coupons of any series (or any such temporary global Debenture)
are established by action taken pursuant to a Board Resolution, a copy of an
appropriate record of such action shall be certified by the Secretary or any
Assistant Secretary of the Company and delivered to the Trustee at or prior
to the delivery of the Company Order contemplated by Section 3.3 for the
authentication and delivery of such Debentures (or any such temporary global
Debenture) or Coupons.

Unless otherwise specified as contemplated by Section 3.1, Debentures
in bearer form shall have interest Coupons attached.

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

SECTION 2.2 FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION.

The Trustee's certificates of authentication shall be in substantially
the following form:

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

The Bank of New York,
As Trustee

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

SECTION 2.3 DEBENTURES IN GLOBAL FORM.

If Debentures of any series are issuable in global form, as specified
as contemplated by Section 3.1, then, notwithstanding clause (e) of Section 3.1
and the provisions of Section 3.2, any such Debenture shall represent such of
the Outstanding Debentures of such series as shall be specified therein and may
provide that it shall represent the aggregate amount of Outstanding Debentures
of such series from time to time endorsed thereon and that the aggregate amount
of Outstanding Debentures of such series represented thereby may from time to
time be reduced to reflect exchanges. Any endorsement of a Debenture in global
form to reflect the amount, or any increase or decrease in the amount, of
Outstanding Debentures of such series represented thereby shall be made by the
Trustee in such manner and upon instructions given by such Person or Persons as
shall be specified therein or in the Company Order to be delivered to the
Trustee pursuant to Section 3.3 or Section 3.4. Subject

to the provisions of Section 3.3 and, if applicable, Section 3.4, the Trustee
shall deliver and redeliver any Debenture in permanent global form in the
manner and upon instructions given by the Person or Persons specified therein
or in the applicable Company Order. If a Company Order pursuant to Section
3.3 or 3.4 has been, or simultaneously is, delivered, any instructions by the
Company with respect to endorsement or delivery or redelivery of a Debenture
in global form shall be in writing but need not comply with Section 1.2 and
need not be accompanied by an Opinion of Counsel.

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

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

Notwithstanding the provisions of Section 3.8 and except as provided in
the preceding paragraph, the Company, the Trustee and any agent of the Company
and the Trustee shall treat a Person as the Holder of such principal amount of
Outstanding Debentures represented by a permanent global Debenture as shall be
specified in a written statement of the Holder of such permanent global
Debenture or, in the case of a permanent global Debenture in bearer form, of
Euroclear or Cedel S.A. which is provided to the Trustee by such Person.

SECTION 2.4 FORM OF LEGEND FOR BOOK-ENTRY DEBENTURES.

Any Book-Entry Debenture authenticated and delivered hereunder shall
bear a legend in substantially the following form:

"This Debenture is a Book-Entry Debenture within the meaning of the
Indenture hereinafter referred to and is registered in the name of a Depository
or a nominee of a Depository. This Debenture is exchangeable for Debentures
registered in the name of a Person other than the Depository or its nominee only
in the limited circumstances described in the Indenture, and no transfer of this
Debenture (other than a transfer of this Debenture as a whole by the Depository
to a nominee of the Depository or by a nominee of the Depository to the
Depository or another nominee of the Depository) may be registered except in
such limited circumstances."

SECTION 2.5 FORM OF CONVERSION NOTICE.

The Form of conversion notice for the conversion of Debentures into
shares of Common Stock or other securities of the Company shall be in
substantially the form included with the applicable form of Debentures as shall
be established pursuant to Section 2.1 hereinabove.

ARTICLE III

THE DEBENTURES

SECTION 3.1 AMOUNT UNLIMITED; ISSUABLE IN SERIES.

The aggregate principal amount of Debentures which may be authenticated
and delivered under this Indenture is unlimited.

The Debentures may be issued in one or more series. There shall be
established in or pursuant to a Board Resolution and, subject to Section 3.3,
set forth, or determined in the manner provided, in an Officers' Certificate, or
established in one or more indentures supplemental hereto, prior to the issuance
of Debentures of any series:

(a) the title of the Debentures of the series (which shall
distinguish the Debentures of the series from all other series of Debentures);

(b) any limit upon the aggregate principal amount of the Debentures of
the series which may be authenticated and delivered under this Indenture (except
for Debentures of the series authenticated and delivered upon registration of
transfer of, or in exchange for, or in lieu of, other Debentures of the series
pursuant to Section 3.4, 3.5, 3.6, 9.6 or 11.7 and except for any Debentures of
the series which, pursuant to Section 3.3, are deemed never to have been
authenticated and delivered hereunder);

(c) whether Debentures of the series are to be issuable as Registered
Debentures, Bearer Debentures or both, whether any Debentures of the series are
to be issuable initially in temporary global form and whether any Debentures of
the series are to be issuable in permanent global form with or without coupons
and, if so, whether beneficial owners of interests in any such permanent global
Debenture may exchange such interests for Debentures of the series and of like
tenor of any authorized form and denomination and the circumstances under which
any such exchanges may occur, if other than in the manner provided in Section
3.5;

(d) the Person to whom any interest on any Registered Debenture of the
series shall be payable, if other than the Person in whose name that Debenture
(or one or more Predecessor Debentures) is registered at the close of business
on the Regular Record Date for such interest, the manner in which, or the Person
to whom, any interest on any Bearer Debenture of the series shall be payable, if
otherwise than upon presentation and surrender of the coupons appertaining
thereto as they severally mature, and the extent to which, or the

manner in which, any interest payable on a temporary global Debenture on an
Interest Payment Date will be paid if other than in the manner provided in
Section 3.4;

(e) the date or dates, or the method by which such date or dates will
be determined or extended, on which the principal of the Debentures of the
series is payable;

(f) the rate or rates at which the Debentures of the series shall bear
interest, if any, or the formula pursuant to which such rate or rates shall be
determined, the date or dates from which any such interest shall accrue, the
Interest Payment Dates on which any such interest shall be payable, and the
Regular Record Date for any interest payable on any Registered Debentures on any
Interest Payment Date and the basis upon which interest shall be calculated if
other than that of a 360-day year consisting of twelve 30-day months;

(g) the place or places where, subject to the provisions of Sections
11.4 and 10.2, the principal of and any premium and interest on Debentures of
the series shall be payable, any Registered Debentures of the series may be
surrendered for registration of transfer, Debentures of the series may be
surrendered for conversion or exchange, notices and demands to or upon the
Company in respect of the Debentures of the series and this Indenture may be
served and where notices to Holders of Bearer Debentures of the series pursuant
to Section 1.6 will be published;

(h) the right, if any, to extend the interest payment periods in
respect of the Debentures of the series and the duration of such extension;

(i) the period or periods within which, the price or prices at which
and the terms and conditions upon which Debentures of the series may be
redeemed, in whole or in part, at the option of the Company;

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

(k) the terms of any right to convert or exchange Debentures of the
series, either at the election of the Holder thereof or the Company, into or for
shares of Common Stock of the Company or other securities or property,
including, without limitation, the period or periods within which and the price
or prices (including adjustments thereto) at which any Debentures of the series
shall be converted or exchanged, in whole or in part and any other provision in
addition to or in lieu of those set forth in this Indenture;

(l) the denominations in which any Registered Debentures of the series
shall be issuable, if other than denominations of $1,000 and any integral
multiple thereof, and the

denomination or denominations in which any Bearer Debentures of the series
shall be issuable, if other than the denomination of $5,000;

(m) the currency or currencies, including composite currencies, in
which payment of the principal of and any premium and interest on the Debentures
of the series shall be payable if other than the currency of the United States
of America;

(n) if the principal of and any premium or interest on the Debentures
of the series are to be payable, at the election of the Holder thereof or the
Company, in a currency or currencies, including composite currencies, other than
that or those in which the Debentures of the series are stated to be payable,
the currency or currencies in which payment of the principal of and any premium
and interest on Debentures of the series as to which such election is made shall
be payable, and the periods within which and the terms and conditions upon which
such election is to be made;

(o) if the amount of payments of principal of and any premium or
interest on the Debentures of the series may be determined with reference to an
index, the manner in which such amounts shall be determined;

(p) if other than the principal amount thereof, the portion of the
principal amount of any Debentures of the series which shall be payable upon
declaration of acceleration of the Maturity thereof pursuant to Section 5.2;

(q) the Person who shall be the Debenture Registrar, if other than the
Trustee;

(r) whether the Debentures of the series shall be issued upon original
issuance in whole or in part in the form of one or more Book-Entry Debentures
and, in such case, (a) the Depository with respect to such Book-Entry Debenture
or Debentures; and (b) the circumstances under which any such Book-Entry
Debenture may be exchanged for Debentures registered in the name of, and any
transfer of such Book-Entry Debenture may be registered to, a Person other than
such Depository or its nominee, if other than as set forth in Section 3.5;

(s) if the provisions of Section 4.4 or 4.5 are applicable to the
Debentures of the series;

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

(u) any deletions from, modifications of or additions to the Events of
Default or covenants of the Company with respect to Debentures of the series,
whether or not such Events of Default or covenants are consistent with the
Events of Default or covenants set forth herein;

(v) whether and under what conditions additional amounts will be
payable to Holders of Debentures of the series pursuant to Section 10.6;

(w) the terms and conditions, if any, pursuant to which Debentures of
the series are secured;

(x) the subordination terms of the Debentures of the series; and

(y) any other terms of the Debentures of the series.

All Debentures of any series and the coupons appertaining to any Bearer
Debentures of such series shall be substantially identical except, in the case
of Registered Debentures of such series, as to denomination and except as may
otherwise be provided in or pursuant to the Board Resolution referred to above
and (subject to Section 3.3) set forth in, or determined in the manner provided
in, the Officers' Certificate referred to above or in any such indenture
supplemental hereto. Not all Debentures of any series need be issued at the
same time, and, unless otherwise provided, a series may be reopened for
issuances of additional Debentures of such series.

If any of the terms of the Debenture of any series are established by
action taken pursuant to a Board Resolution, a copy of an appropriate record of
such action shall be certified by the Secretary of the Company and delivered to
the Trustee at or prior to the delivery of the Officers' Certificate setting
forth the terms, or the manner of determining the terms, of the series.

SECTION 3.2 DENOMINATIONS.

Unless otherwise provided as contemplated by Section 3.1 with respect
to Debentures of any series, any Registered Debentures shall be issuable in
denominations of $1,000 and any integral multiple thereof and any Bearer
Debentures shall be issuable in the denomination of $5,000.

SECTION 3.3 EXECUTION, AUTHENTICATION, DELIVERY AND DATING.

Debentures shall be signed on behalf of the Company by both (a) its
Chairman of the Board of Directors or any Vice Chairman of the Board of
Directors or its President or one of its Vice Presidents and (b) its Treasurer
or one of its Assistant Treasurers or its Secretary or one of its Assistant
Secretaries, under its corporate seal which may, but need not, be attested. The
signature of any of these officers on Debentures may be manual or facsimile.
Coupons shall bear the facsimile signature of the Treasurer of the Company.

Debentures 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 Debentures or did not hold such
offices at the date of such Debentures.

At any time and from time to time after the execution and delivery of
this Indenture, the Company may deliver Debentures of any series, together with
any Coupons appertaining thereto executed by the Company to the Trustee for
authentication, together with a Company Order for the authentication and
delivery of Debentures of such series, and the Trustee in accordance with the
Company Order shall authenticate and make Debentures of such series available
for delivery; provided, however, that, in connection with its original issuance,
no Bearer Debenture of such series shall be mailed or otherwise delivered to any
location in the United States; and provided, further, that a Bearer Debenture of
such series may be delivered in connection with its original issuance only if
the Person entitled to receive such Bearer Debenture shall have furnished a
certificate in the form specified in the Debenture of such series as to certain
tax matters in respect of United States citizens, dated no earlier than 15 days
prior to the earlier of the date on which the Bearer Debenture of such series is
delivered and the date on which any temporary global Debenture first becomes
exchangeable for such Bearer Debenture of such series in accordance with the
terms of such temporary global Debenture and this Indenture. If any Debenture of
such series shall be represented by a permanent global Bearer Debenture of such
series, then, for purposes of this Section and Section 3.4, the notation of a
beneficial owner's interest therein upon original issuance of such Debenture or
upon exchange of a portion of a temporary global Debenture shall be deemed to be
delivery in connection with its original issuance of such beneficial owner's
interest in such permanent global Debenture. Except as permitted by Section 3.6,
the Trustee shall not authenticate and deliver any Bearer Debenture of such
series unless all appurtenant Coupons for interest then matured have been
detached and cancelled.
If all the Debentures of any series are not to be issued at one time
and if the Board Resolution and indenture supplement establishing such series
shall so permit, such Company Order may set forth procedures acceptable to the
Trustee for the issuance of Debentures of such series and determining the terms
of such series, such as interest rate, maturity date, date of issuance and date
from which interest shall accrue.

If the forms or terms of the Debentures of any series, together with
any Coupons appertaining thereto, have been established in or pursuant to one or
more Board Resolutions as permitted by Sections 2.1 and 3.1, in authenticating
Debentures of such series, and accepting the additional responsibilities under
this Indenture in relation to such Debentures of such series, the Trustee shall
be entitled to receive, and (subject to Section 6.2) shall be fully protected in
relying upon, an Opinion of Counsel stating:

(a) that such forms have been established in conformity with the
provisions of this Indenture;

(b) that such terms, or the manner of determining such terms, have
been established in conformity with the provisions of this Indenture;

(c) that Debentures of such series, together with any Coupons
appertaining thereto, when authenticated and delivered by the Trustee and issued
by the Company in the manner and subject to any conditions specified in such
Opinion of Counsel, will constitute valid and legally binding obligations of the
Company, enforceable against the Company in accordance with their terms, except
as enforcement may be limited by bankruptcy, insolvency, reorganization and
other laws of general applicability relating to or affecting the enforcement of
creditors' rights generally and general equity principles (regardless of whether
enforceability is considered in a proceeding at law or equity); and

(d) that all laws and requirements in respect of the execution and
delivery by the Company of Debentures of such series have been complied with.

If such forms or terms have been so established, the Trustee shall not
be required to authenticate Debentures of such series if the issue of such
Debentures pursuant to this Indenture will affect the Trustee's own rights,
duties or immunities under such Debentures and this Indenture or otherwise in a
manner which is not reasonably acceptable to the Trustee.

Notwithstanding the provisions of Section 3.1 and of the two preceding
paragraphs, if all Debentures of any series are not to be originally issued at
one time, it shall not be necessary to deliver the Officers' Certificate
otherwise required pursuant to Section 3.1 or the Company Order and Opinion of
Counsel otherwise required pursuant to such preceding paragraphs at or prior to
the time of authentication of each Debenture of such series if such documents
are delivered at or prior to the authentication upon original issuance of the
first Debenture of such series to be issued.
Each Registered Debenture of any series shall be dated the date of its
authentication; and each Bearer Debenture shall be dated as of the date of
original issuance of the first Debenture of such series to be issued.

No Debenture of any series or any Coupon appertaining thereto shall be
entitled to any benefit under this Indenture or be valid or obligatory for any
purpose unless there appears on the Debenture, or the Coupon appertaining to
such Debenture, a certificate of authentication substantially in the form
provided for herein executed by the Trustee by manual signature, and such
certificate upon any Debenture shall be conclusive evidence, and the only
evidence, that such Debenture has been duly authenticated and delivered
hereunder. Notwithstanding the foregoing, if any Debenture shall have been
authenticated and delivered hereunder but never issued and sold by the Company,
and the Company shall deliver such Debenture to the Trustee for cancellation as
provided in Section 3.9 together with a written statement (which need not comply
with Section 1.2 and need not be accompanied by an Opinion of Counsel) stating
that such Debenture has never been issued and sold by the Company, for all
purposes of this Indenture such Debenture shall be deemed never to have been
authenticated and delivered hereunder and shall never be entitled to the
benefits of this Indenture.

SECTION 3.4 TEMPORARY DEBENTURES.

Pending the preparation of definitive Debentures of any series, the
Company may execute, and upon Company Order the Trustee shall authenticate and
make available for delivery, temporary Debentures of such series which are
printed, lithographed, typewritten, mimeographed or otherwise produced, in any
authorized denomination, substantially of the tenor of the definitive Debentures
of such 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 Debentures or Coupons may determine, as evidenced by
their execution of such Debentures or Coupons. In the case of Debentures of any
series issuable as Bearer Debentures, such temporary Debentures may be in global
form. A temporary Bearer Debenture shall be delivered only in compliance with
the conditions set forth in Section 3.3.

Except in the case of temporary Debentures in global form issued in a
transaction exempt from registration under the Securities Act of 1933, as
amended, pursuant to Regulation S thereunder (a "Regulation S Debenture")(which
shall be exchanged in accordance with the provisions of the following
paragraphs), if temporary Debentures of any series are issued, the Company will
cause definitive Debentures of such series to be prepared without unreasonable
delay. After the preparation of definitive Debentures of such series, the
temporary Debentures of such series shall be exchangeable for definitive
Debentures of such series upon surrender of the temporary Debentures of such
series at the office or agency of the Company maintained pursuant to Section
10.2 in a Place of Payment for such series for the purpose of exchanges of
Debentures of such series, without charge to the Holder. Upon surrender for
cancellation of any one or more temporary Debentures of any series (accompanied
by any unmatured Coupons appertaining thereto) the Company shall execute and the
Trustee shall authenticate and make available for delivery in exchange therefor
a like aggregate principal amount of definitive Debentures of such series and of
like tenor of authorized denominations; provided, however, that no definitive
Bearer Debenture shall be delivered in exchange for a temporary Registered
Debenture.

If temporary Regulation S Debentures of any series are issued in global
form, any such temporary global Regulation S Debenture shall, unless otherwise
provided therein, be delivered to the London office of a depositary or common
depositary (the "Common Depositary"), for the benefit of Euro-clear and Cedel
S.A., for credit to the respective accounts of the beneficial owners of such
Debentures (or to such other accounts as they may direct).

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
Regulation S Debenture of any series (the "Exchange Date"), the Company shall
deliver to the Trustee definitive Debentures of such series, in aggregate
principal amount equal to the principal amount of such temporary global
Regulation S Debenture, executed by the Company. On or after the Exchange Date
such temporary global Regulation S Debenture shall be surrendered by the Common

Depositary to the Trustee, as the Company's agent for such purpose, to be
exchanged, in whole or from time to time in part, for definitive Debentures of
such series without charge and the Trustee shall authenticate and make available
for delivery, in exchange for each portion of such temporary global Regulation S
Debenture, a like aggregate principal amount of definitive Debentures of such
series of authorized denominations and of like tenor as the portion of such
temporary global Regulation S Debenture to be exchanged; provided, however,
that, unless otherwise specified in such temporary global Regulation S
Debenture, upon such presentation by the Common Depositary, such temporary
global Regulation S Debenture is accompanied by a certificate dated the Exchange
Date or a subsequent date and signed by Euro-clear as to the portion of such
temporary global Regulation S Debenture held for its account then to be
exchanged 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 Regulation S
Debenture held for its account then to be exchanged, each in the form or in such
form as shall be specified in such Regulation S Debenture. The definitive
Debentures of such series to be delivered in exchange for any such temporary
global Regulation S Debenture shall be in bearer form, registered form,
permanent global bearer form or permanent global registered form, or any
combination thereof, as specified as contemplated by Section 3.1, and, if any
combination thereof is so specified, as requested by the beneficial owner
thereof; provided, however, that definitive Bearer Debentures of such series
shall be delivered in exchange for a portion of a temporary global Regulation S
Debenture of such series only in compliance with the requirements of Section
3.3.

Unless otherwise specified in such temporary global Regulation S
Debenture, the interest of a beneficial owner of Debentures of any series in a
temporary global Regulation S Debenture shall be exchanged for definitive
Debentures of such series and of like tenor following the Exchange Date when the
account holder instructs Euroclear or Cedel S.A., as the case may be, to request
such exchange on the Holder's behalf and delivers to Euro-clear or Cedel S.A.,
as the case may be, a certificate in such form as shall be specified in the
Regulation S Debenture of such series, dated no earlier than 15 days prior to
the Exchange Date, copies of which certificate shall be available from the
offices of Euroclear and Cedel S.A., the Trustee, any Authenticating Agent
appointed for the Debentures of such series and each Paying Agent. Unless
otherwise specified in such temporary global Regulation S Debenture, any such
exchange shall be made free of charge to the beneficial owners of such temporary
global Regulation S Debenture, except that a Person receiving definitive
Debentures of such series must bear the cost of insurance, postage,
transportation and the like in the event that such Person does not take delivery
of such definitive Debentures of such series in person at the offices of
Euro-clear or Cedel S.A. Definitive Debentures of such series in bearer form to
be delivered in exchange for any portion of a temporary global Regulation S
Debenture of such series shall be delivered only outside the United States.

Until exchanged in full as hereinabove provided, the temporary
Regulation S Debentures of any series shall in all respects be entitled to such
benefits under this Indenture as definitive Debentures of such series and of
like tenor authenticated and delivered hereunder, except that, unless otherwise
specified as contemplated by Section 3.1, interest payable

on a temporary global Regulation S Debenture of such series on an Interest
Payment Date for Debentures of such series occurring prior to the applicable
Exchange Date shall be payable to Euro-clear and Cedel S.A. on such Interest
Payment Date upon delivery by Euroclear and Cedel S.A. to the Trustee of a
certificate or certificates in such form as shall be specified in the
Debenture of such series, 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 temporary global Regulation S Debenture on such
Interest Payment Date and who have each delivered to Euroclear or Cedel S.A.,
as the case may be, a certificate in such form as shall be specified in the
Debenture of such series. Any interest so received by Euroclear and Cedel
S.A. and not paid as herein provided shall be returned to the Trustee
immediately prior to the expiration of two years after such Interest Payment
Date in order to be repaid to the Company in accordance with Section 10.3.

SECTION 3.5 REGISTRATION, REGISTRATION OF TRANSFER AND EXCHANGE.

The Company shall cause to be kept at an office or agency to be
maintained by the Company in accordance with Section 10.2 a register (the
"Debenture Register") in which, subject to such reasonable regulations as it may
prescribe, the Company shall provide for the registration of Registered
Debentures and the registration of transfers of Registered Debentures. The
Trustee is hereby appointed "Debenture Registrar" for the purpose of registering
Registered Debentures and transfers of Registered Debentures as herein provided.

Upon due surrender for registration of transfer of any Registered
Debenture of any series at the office or agency of the Company maintained
pursuant to Section 10.2 for such purpose in a Place of Payment for such series,
the Company shall execute, and the Trustee shall authenticate and make available
for delivery, in the name of the designated transferee or transferees, one or
more new Registered Debentures of such series of any authorized denominations
and of a like aggregate principal amount and tenor.

At the option of the Holder, Registered Debentures of any series may be
exchanged for other Registered Debentures of such series of any authorized
denominations and of a like aggregate principal amount and tenor, upon surrender
of the Debentures to be exchanged at any such office or agency. Whenever any
Debentures are so surrendered for exchange, the Company shall execute, and the
Trustee shall authenticate and make available for delivery, the Debentures which
the Holder making the exchange is entitled to receive. Registered Debentures may
not be exchanged for Bearer Debentures.

At the option of the Holder, Bearer Debentures of any series may be
exchanged for Registered Debentures of such series of any authorized
denominations and of a like aggregate principal amount and tenor, upon surrender
of the Bearer Debentures of such series to be exchanged at any such office or
agency, with all unmatured Coupons, and all matured Coupons in default
appertaining thereto. If the Holder of a Bearer Debenture of such series 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 Debentures of
such series are accom-

panied by payment in funds acceptable to the Company in an amount equal to
the face amount of such missing Coupon or Coupons, or the surrender of such
missing Coupon or Coupons may be waived by the Company and the Trustee if
there 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 Debentures of such series 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 10.2, interest
represented by Coupons shall be payable only upon presentation and surrender
of those Coupons at an office or agency located outside the United States.
Notwithstanding the foregoing, in case a Bearer Debenture of any series is
surrendered at any such office or agency in exchange for a Registered
Debenture of such series and of like tenor after the close of business at
such office or agency on (i) any Regular Record Date and before the opening
of business at such office or agency on the relevant Interest Payment Date,
or (ii) any Special Record Date and before the opening of business at such
office or agency on the related proposed date for payment of Defaulted
Interest, the Bearer Debenture of such series shall be surrendered without
the Coupon relating to such Interest Payment Date or proposed date for
payment, as the case may be, 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 Debenture of
such series issued in exchange for such Bearer Debenture, but will be payable
only to the Holder of such Coupon when due in accordance with the provisions
of this Indenture.

Whenever any Debentures of any series are so surrendered for exchange,
the Company shall execute, and the Trustee shall authenticate and make available
for delivery, the Debentures of such series which the Holder making the exchange
is entitled to receive.

Notwithstanding the foregoing, except as otherwise specified as
contemplated by Section 3.1, any permanent global Debenture of any series shall
be exchangeable only as provided in this paragraph. If the beneficial owners of
interests in a permanent global Debenture of any series are entitled to exchange
such interests for Debentures of such series and of like principal amount and
tenor of another authorized form and denomination, as specified as contemplated
by Section 3.1, then without unnecessary delay but in any event not later than
the earliest date on which such interests may be so exchanged, the Company shall
deliver to the Trustee definitive Debentures of such series in aggregate
principal amount equal to the principal amount of such permanent global
Debenture, executed by the Company. On or after the earliest date on which such
interests may be so exchanged, such permanent global Debenture of any series
shall be surrendered by the Common Depositary or such other depositary or Common
Depositary as shall be specified in the Company Order with respect thereto to
the Trustee, as the Company's agent for such purpose, to be exchanged, in whole
or from time to time in part, for definitive Debentures of such series without
charge and the Trustee shall authenticate and make available for delivery, in
exchange for each portion of such permanent global Debenture, a like aggregate
principal amount of definitive Debentures of such series of authorized
denominations and of like tenor as the portion of such permanent

global Debenture of such series to be exchanged which, unless the Debentures
of such series are not issuable both as Bearer Debentures and as Registered
Debentures of such series, as specified as contemplated by Section 3.1, shall
be in the form of Bearer Debentures or Registered Debentures of such series,
or any combination thereof, as shall be specified by the beneficial owner
thereof; provided, however, that no Bearer Debenture of such series delivered
in exchange for a portion of a permanent global Debenture of such series
shall be mailed or otherwise delivered to any location in the United States.
If a Registered Debenture of such series is issued in exchange for any
portion of a permanent global Debenture of such series after the close of
business at the office or agency where such exchange occurs on (i) any
Regular Record Date and before the opening of business at such office or
agency on the relevant Interest Payment Date, or (ii) any Special Record Date
and before the opening of business at such office or agency on the related
proposed date for payment of Defaulted Interest, 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 Debenture of such series, but will be payable on such Interest
Payment Date or proposed date for payment, as the case may be, only to the
Person to whom interest in respect of such portion of such permanent global
Debenture of such series is payable in accordance with the provisions of this
Indenture.

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

Every Registered Debenture presented or surrendered for registration of
transfer or for exchange shall (if so required by the Company or the Trustee or
any transfer agent) be duly endorsed, or be accompanied by a written instrument
of transfer in form satisfactory to the Company and the Debenture Registrar or
any transfer agent 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 Debentures, 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 Debentures, other than
exchanges pursuant to Section 3.4, 9.6 or 11.7 not involving any transfer.

The Company shall not be required (i) to issue, register the transfer
of or exchange Debentures of any series during a period beginning at the opening
of business 15 days before any selection of Debentures of such series to be
redeemed and ending at the close of business on (A) if Debentures of such series
are issuable only as Registered Debentures, the day of the mailing of the
relevant notice of redemption and (B) if Debentures of such series are issuable
as Bearer Debentures, the day of the first publication of the relevant notice of
redemption or, if Debentures of such series are also issuable as Registered
Debentures and there is no publication, the mailing of the relevant notice of
redemption, (ii) to

register the transfer of or exchange any Registered Debenture so selected for
redemption, in whole or in part, except the unredeemed portion of any
Debenture being redeemed in part, or (iii) to exchange any Bearer Debenture
so selected for redemption except that such a Bearer Debenture may be
exchanged for a Registered Debenture of such series and like tenor, provided
that such Registered Debenture shall be simultaneously surrendered for
redemption.

Notwithstanding the foregoing and except as otherwise specified or
contemplated by Section 3.1, any Book-Entry Debenture shall be exchangeable
pursuant to this Section 3.5 or Sections 3.4, 9.6 and 11.7 for Debentures
registered in the name of, and a transfer of a Book-Entry Debenture of any
series may be registered to, any Person other than the Depository for such
Debenture or its nominee only if (i) such Depository notifies the Company
that it is unwilling or unable to continue as Depository for such Book-Entry
Debenture or if at any time such Depository ceases to be a clearing agency
registered under the Securities Exchange Act of 1934, as amended, (ii) the
Company executes and delivers to the Trustee a Company Order that such
Book-Entry Debenture shall be so exchangeable and the transfer thereof so
registerable or (iii) there shall have occurred and be continuing an Event of
Default, or an event which after notice or lapse of time would be an Event of
Default, with respect to the Debentures of such series. Upon the occurrence
in respect of any Book-Entry Debenture of any series of any one or more of
the conditions specified in clauses (i), (ii) or (iii) or the preceding
sentence or such other conditions as may be specified as contemplated by
Section 3.1 for such series, such Book-Entry Debenture may be exchanged for
Debentures registered in the names of, and the transfer of such Book-Entry
Debenture may be registered to, such Persons (including Persons other than
the Depository with respect to such series and its nominees) as such
Depository shall direct. Notwithstanding any other provision of this
Indenture, any Debenture authenticated and delivered upon registration of
transfer of, or in exchange for, or in lieu of, any Book-Entry Debenture
shall also be a Book-Entry Debenture and shall bear the legend specified in
Section 2.4 except for any Debenture authenticated and delivered in exchange
for, or upon registration of transfer of, Book-Entry Debenture pursuant to
the preceding sentence.

Notwithstanding anything in this Indenture or in the terms of a
Debenture to the contrary, the exchange of Bearer Debentures for Registered
Debentures will be subject to satisfaction of the provisions of the United
States federal income tax laws in effect at the time of such exchange. None of
the Company, the Trustee or any Authenticating Agent of the Company or the
Trustee (any of which, other than the Company, shall rely on an Officers'
Certificate and an Opinion of Counsel) shall be required to exchange any Bearer
Debenture for a Registered Debenture if as a result thereof and in the Company's
reasonable judgment, the Company would incur adverse consequences under then
applicable United States federal income tax laws.

SECTION 3.6 MUTILATED, DESTROYED, LOST AND STOLEN DEBENTURES AND COUPONS.

If any mutilated Debenture of any series or a Debenture of any series
with a mutilated Coupon appertaining thereto is surrendered to the Trustee,
the Company shall execute and the Trustee shall authenticate and make
available for delivery in exchange therefor a new Debenture of such series
and of like principal amount and tenor and bearing a number not
contemporaneously outstanding, with Coupons corresponding to the Coupons, if
any, appertaining to the surrendered Debenture and such mutilated Debenture
or a Debenture with a mutilated Coupon, if any, shall be cancelled by the
Trustee in accordance with the Indenture.

If there shall be delivered to the Company and the Trustee (i)
evidence to their satisfaction of the destruction, loss or theft of any
Debenture of any series or any Coupon appertaining thereto and (ii) such
security or indemnity as may be required by them, then, in the absence of
notice to the Company or the Trustee that such Debenture or Coupon has been
acquired by a bona fide purchaser, the Company shall, subject to the
following paragraph, execute, and the Trustee shall authenticate and make
available for delivery, in lieu of any such destroyed, lost or stolen
Debenture or in exchange for the Debenture to which a destroyed, lost or
stolen Coupon appertains (with all appurtenant Coupons not destroyed, lost or
stolen), a new Debenture of such series and of like principal amount and
tenor and bearing a number not contemporaneously outstanding, with Coupons
corresponding to the Coupons, if any, appertaining to such destroyed, lost or
stolen Debenture or to the Debenture to which such destroyed, lost or stolen
Coupon appertains.

In case any such mutilated, destroyed, lost or stolen Debenture or
Coupon appertaining thereto has become or is about to become due and payable,
the Company in its discretion may, instead of issuing a new Debenture, pay
such Debenture or Coupon; provided, however, that principal of and any
premium and interest on Bearer Debentures shall, except as otherwise provided
in Section 10.2, be payable only at an office or agency located outside the
United States.

Upon the issuance of any new Debenture under this Section, the
Company may require payment of a sum sufficient to cover any tax or other
governmental charge that may be imposed in relation thereto and any other
expenses (including the fees and expenses of the Trustee) connected therewith.

Every new Debenture of any series, with any Coupons appertaining
thereto, issued pursuant to this Section in lieu of any destroyed, lost or
stolen Debenture or in exchange for a Debenture to which a destroyed, lost or
stolen Coupon appertains, shall constitute an original additional contractual
obligation of the Company, whether or not the destroyed, lost or stolen
Debenture and any Coupons appertaining thereto, or the destroyed, lost or
stolen Coupon shall be at any time enforceable by anyone, and any such new
Debenture and Coupons, if any, shall be entitled to all the benefits of this
Indenture equally and

proportionately with any and all other Debentures of such series and Coupons
appertaining thereto, if any, duly issued hereunder.

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

SECTION 3.7 PAYMENT OF INTEREST; INTEREST RIGHTS PRESERVED.

Unless otherwise provided as contemplated by Section 3.1 with respect
to any series of Debentures, interest on any Registered Debenture which is
payable, and is punctually paid or duly provided for, on any Interest Payment
Date shall be paid to the Person in whose name that Debenture (or one or more
Predecessor Debentures) is registered at the close of business on the Regular
Record Date for such interest.

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

(a) The Company may elect to make payment of any Defaulted Interest
to the Persons in whose names the Registered Debentures of such series (or
their respective Predecessor Debentures) 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 in writing of the amount of Defaulted Interest proposed to be paid on
each Registered Debenture of such series and the date of the proposed
payment, and at the same time the Company shall deposit with the Trustee an
amount of money equal to the aggregate amount proposed to be paid in respect
of such Defaulted Interest or shall make arrangements satisfactory to the
Trustee for such deposit prior to the date of the proposed payment, such
money when deposited to be held in trust for the benefit of the Persons
entitled to such Defaulted Interest as in this Clause provided. Thereupon the
Trustee shall fix a Special Record Date for the payment of such Defaulted
Interest which shall be not more than 15 days and not less than 10 days prior
to the date of the proposed payment and not less than 10 days after the
receipt by the Trustee of the notice of the proposed payment. The Trustee
shall promptly notify the Company 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 Debentures
of such series at the address of such Holder as it appears in the Debenture
Register, not less than 10 days prior to such Special Record Date. Notice of
the proposed payment of such Defaulted Interest and the Special Record Date
therefor having been so mailed, such Defaulted Interest shall be paid to the
Persons in whose

names the Registered Debentures of such series (or their respective
Predecessor Debentures) are registered at the close of business on such
Special Record Date and shall no longer be payable pursuant to the following
Clause (b); and

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

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

In the case of any Debenture which is converted into Common Stock of
the Company after any Regular Record Date and on or prior to the next
succeeding Interest Payment Date (other than any Debenture whose Maturity is
prior to such Interest Payment Date), interest whose Stated Maturity is on
such Interest Payment Date shall be payable on such Interest Payment Date
notwithstanding such conversion, and such interest (whether or not punctually
paid or duly provided for) shall be paid to the Person in whose name that
Debenture (or one or more Predecessor Debentures) is registered at the close
of business on such Regular Record Date. Except as otherwise expressly
provided in the immediately preceding sentence, in the case of any Debenture
which is converted, interest whose Stated Maturity is after the date of
conversion of such Debenture shall not be payable.

SECTION 3.8 PERSONS DEEMED OWNERS.

Prior to due presentment of a Registered Debenture for registration
of transfer, the Company, the Trustee and any agent of the Company or the
Trustee may treat the Person in whose name such Registered Debenture is
registered as the owner of such Registered Debenture for the purpose of
receiving payment of principal of (and premium, if any) and (subject to
Sections 3.5 and 3.7) any interest on such Debenture and for all other
purposes whatsoever, whether or not such Debenture shall be overdue, and
neither the Company, the Trustee nor any agent of the Company or the Trustee
shall be affected by notice to the contrary.

Title to any Bearer Debenture and any coupons appertaining thereto
shall pass by delivery. The Company, the Trustee and any agent of the Company
or the Trustee may treat the bearer of any Bearer Debenture and the bearer of
any coupon as the absolute owner of such Debenture or coupon for the purpose
of receiving payment thereof or on account thereof and for all other purposes
whatsoever, whether or not such Debenture or coupon shall be

overdue, and neither the Company, the Trustee nor any agent of the Company or
the Trustee shall be affected by notice to the contrary.

SECTION 3.9 CANCELLATION.

All Debentures and coupons surrendered for payment, redemption,
registration of transfer or exchange or for credit against any sinking fund
payment shall, if surrendered to any Person other than the Trustee, be
delivered to the Trustee. All Registered Debentures and matured coupons so
delivered shall be promptly cancelled by the Trustee. All Bearer Debentures
and unmatured coupons so delivered shall be cancelled. All Bearer Debentures
and unmatured coupons held by the Trustee pending such cancellation or
reissuance shall be deemed to be delivered for cancellation for all purposes
of this Indenture and the Debentures. The Company may at any time deliver to
the Trustee for cancellation any Debentures previously authenticated and
delivered hereunder which the Company may have acquired in any manner
whatsoever, and may deliver to the Trustee (or to any other Person for
delivery to the Trustee) for cancellation any Debentures previously
authenticated hereunder which the Company has not issued and sold, and all
Debentures so delivered shall be promptly cancelled by the Trustee. No
Debentures shall be authenticated in lieu of or in exchange for any
Debentures cancelled as provided in this Section, except as expressly
permitted by this Indenture. All cancelled Debentures and coupons held by the
Trustee shall be returned to the Company.

Notwithstanding the foregoing, with respect to any Book-Entry
Debenture, nothing herein shall prevent the Company, the Trustee or any agent
of the Company or the Trustee, from giving effect to any written
certification, proxy or other authorization furnished by a Depository or
impair, as between a Depository and holders of beneficial interests in any
Book-Entry Debenture, the operation of customary practices governing the
exercise of the rights of the Depositary (or its nominee) as Holder of such
Book-Entry Debenture.

SECTION 3.10 COMPUTATION OF INTEREST.

Except as otherwise specified as contemplated by Section 3.1 for
Debentures of any series, interest on the Debentures of each series shall be
computed on the basis of a 360-day year of twelve 30-day months.

SECTION 3.11 ELECTRONIC DEBENTURE ISSUANCE.

The Debentures may, pursuant to a Board Resolution and Officers'
Certificate complying with Section 3.1 hereof, be issued by means of an
electronic issuance system. Any such Debenture issuance instructions may
specify the name, address and taxpayer identification number of the Holder,
the principal amount and Maturity of the Debenture, the interest rate to be
borne by the Debenture and any other terms not inconsistent with such Board
Resolution and Officers' Certificate. Nothing in this Section 3.11 shall be
construed as

prohibiting the Company from issuing Debentures by any means not inconsistent
with the provisions of this Indenture.

SECTION 3.12 CUSIP NUMBERS.

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

ARTICLE IV

SATISFACTION AND DISCHARGE

SECTION 4.1 SATISFACTION AND DISCHARGE OF INDENTURE.

This Indenture shall upon Company Request cease to be of further
effect (except as to any surviving rights of registration of transfer or
exchange of Debentures herein expressly provided for, and any right to
receive additional amounts, as provided in Section 10.4), and the Trustee, at
the expense of the Company, shall execute proper instruments acknowledging
satisfaction and discharge of this Indenture, when:

(a) either

(1) all Debentures theretofore authenticated and delivered and all
coupons, if any, appertaining thereto (other than (i) coupons
appertaining to Bearer Debentures surrendered for exchange for
Registered Debentures and maturing after such exchange, whose surrender
is not required or has been waived as provided in Section 3.5, (ii)
Debentures and coupons which have been destroyed, lost or stolen and
which have been replaced or paid as provided in Section 3.6, (iii)
coupons appertaining to Debentures called for redemption and maturing
after the relevant Redemption Date, whose surrender has been waived as
provided in Section 11.6, and (iv) Debentures and coupons for whose
payment money has theretofore been deposited in trust or segregated and
held in trust by the Company and thereafter repaid to the Company or
discharged from such trust, as provided in Section 10.3) have been
delivered to the Trustee for cancellation; or

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

(i) have become due and payable, or

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

(iii) are to be called for redemption within one year under
arrangements satisfactory to the Trustee for the giving of notice of
redemption by the Trustee in the name, and at the expense, of the
Company,

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

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

(c) 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 satisfaction and discharge of
this Indenture have been complied with.

Notwithstanding the satisfaction and discharge of this Indenture, the
obligations of the Company to the Trustee under Section 6.6, the obligations
of the Company to any Authenticating Agent under Section 6.13 and, if money
shall have been deposited with the Trustee pursuant to clause (a)(2) of this
Section, the obligations of the Trustee under Section 4.2 and the last
paragraph of Section 10.3 shall survive.

SECTION 4.2 APPLICATION OF TRUST MONEY.

Subject to the provisions of the last paragraph of Section 10.3, all
money and U.S. Government Obligations deposited with the Trustee pursuant to
Section 4.1 or 4.3 and all money received by the Trustee in respect of such
U.S. Government Obligations shall be held in trust and applied by it, in
accordance with the provisions of the Debentures, the Coupons and this
Indenture, to the payment, either directly or through any Paying Agent
(including the Company acting as its own Paying Agent) as the Trustee may
determine, to the Persons entitled thereto, of the principal (and premium, if
any) and any interest for whose payment such money and U.S. Government
Obligations has been deposited with or received by the Trustee. Money
deposited pursuant to this Section not in violation of this Indenture shall
not be subject to claims of the holders of Senior Indebtedness under Article
XV.

SECTION 4.3 COMPANY'S OPTION TO EFFECT DEFEASANCE OR COVENANT DEFEASANCE.

If applicable to Debentures of any series, the Company may elect, at
its option at any time, to have Section 4.4 or Section 4.5 applied to any
such series of Debentures or any Debentures of such series, as the case may
be, designated pursuant to Section 3.1 as being defeasible pursuant to such
Section 4.4 or 4.5, in accordance with any applicable requirements provided
pursuant to Section 3.1 and upon compliance with the conditions set forth
below in this Article. Any such election shall be evidenced by a Board
Resolution or in another manner specified as contemplated by Section 3.1 for
such Debentures.

SECTION 4.4 DISCHARGE AND DEFEASANCE.

If this Section 4.4 is specified, as contemplated by Section 3.1, to
be applicable to Debentures of any series, then notwithstanding Section 4.1
and upon compliance with the applicable conditions set forth in Section 4.6:
(1) the Company shall be deemed to have paid and discharged the entire
indebtedness on all the Outstanding Debentures of such series ("Defeasance");
and (2) the provisions of this Indenture as it relates to Outstanding
Debentures of such series shall no longer be in effect (except as to the
rights of Holders of Debentures of such series to receive, solely from the
trust fund described in Section 4.6, payment of (a) the principal of (and
premium, if any) and any installment of principal of (and premium, if any) or
interest on Debentures of such series on the Stated Maturity of such
principal (and premium, if any) or installment of principal (and premium, if
any) or interest or upon optional redemption and/or (b) any mandatory sinking
fund payments or analogous payments applicable to the Debentures of such
series on that day on which such payments are due and payable in accordance
with the terms of the Indenture and of Debentures of such series, the
Company's obligations with respect to Debentures of such series under
Sections 3.4, 3.5, 3.6, 10.2, 10.3, and 10.4 and the rights, powers, trusts,
duties and immunities of the Trustee hereunder, including those under Section
6.8 hereof);

SECTION 4.5 COVENANT DEFEASANCE.

If this Section 4.5 is specified, as contemplated by Section 3.1, to be
applicable to any series of Debentures or any Debentures of such series, as the
case may be, (a) the Company shall be released from its obligations under
Sections 10.4 through 10.7, inclusive, and any covenants provided pursuant to
Section 3.1(u) or 9.1(b) for the benefit of the Holders of Debentures of such
series that pursuant to the terms of such Debentures of such series are
defeasible pursuant to this Section 4.5 and (b) the occurrence of any event
specified in Sections 5.1(d) (with respect to any of Sections 10.3 through 10.7,
inclusive, and any such covenants provided pursuant to Section 3.1(u), 9.1(b),
or 9.1(f) and 5.1(g) (if pursuant to the terms of the Debentures of such series
this Section 4.5 is applicable to any such event specified in Section 5.1(g))
shall be deemed not to be or result in an Event of Default, in each case with
respect to the Debe-

ntures of such series as provided in this Section on and after the date the
conditions set forth in Section 4.6 are satisfied (hereinafter called
"Covenant Defeasance"). For this purpose, such Covenant Defeasance means
that, with respect to the Debentures of such series, the Company may omit to
comply with and shall have no liability in respect of any term, condition or
limitation set forth in any such specified Section (to the extent so
specified in the case of Section 5.1(d) and 5.1(g)), whether directly or
indirectly by reason of any reference elsewhere herein to any such Section or
by reason of any reference in any such Section to any other provision herein
or in any other document, but the remainder of this Indenture and the
Debentures of such series shall be unaffected thereby.

SECTION 4.6 CONDITIONS TO DEFEASANCE OR COVENANT DEFEASANCE.

The following shall be the conditions to the application of Section
4.4 or Section 4.5 to any series of Debentures or any Debentures of such
series, as the case may be.

(a) either

(1) with respect to all Outstanding Debentures of such series or
such Debentures of such Series, as the case may be, with reference to
this Section 4.6, the Company has deposited or caused to be deposited
with the Trustee irrevocably (but subject to the provisions of Section
4.2 and the last paragraph of Section 10.3), as trust funds in trust,
specifically pledged as security for, and dedicated solely to, the
benefit of the Holders of the Debentures of such series, (i) lawful
money of the United States in an amount, or (ii) U.S. Government
Obligations which through the payment of interest and principal in
respect thereof in accordance with their terms will provide not later
than the opening of business on the due dates of any payment referred
to in clause (i) or (ii) of this subparagraph (a)(1) lawful money of
the United States in an amount, or (iii) a combination thereof,
sufficient, in the opinion of a nationally recognized firm of
independent public accountants expressed in a written certification
thereof delivered to the Trustee, to pay and discharge (A) the
principal of (and premium, if any) and each installment of principal
(and premium, if any) and interest on such Debentures of such series on
the Stated Maturity of such principal or installment of principal or
interest or upon optional redemption and (B) any mandatory sinking fund
payments or analogous payments applicable to the Debentures of such
series on the day on which such payments are due and payable in
accordance with the terms of this Indenture and of the Debentures of
such series; or

(2) the Company has properly fulfilled such other means of
satisfaction and discharge as is specified, as contemplated by Section
3.1, to be applicable to the Debentures of such series;

(b) the Company has paid or caused to be paid all other sums payable
with respect to the Debentures of such series;

(c) such deposit for the benefit of Holders of Debentures of such
series will not result in a breach or violation of, or constitute a default
under, this Indenture or any other agreement or instrument to which the
Company is a party or by which it is bound;

(d) 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
Debentures of such series shall have occurred and be continuing on the date
of such deposit and no Event of Default under Section 5.1(e) or Section
5.1(f) or event which with the giving of notice or lapse of time, or both,
would become an Event of Default under Section 5.1(e) or Section 5.1(f) shall
have occurred and be continuing on the 91st day after such date;

(e) in the event of an election to have Section 4.4 apply to the
Debentures of any series, the Company has delivered to the Trustee an Opinion
of Counsel to the effect that (i) the Company has received from, or there has
been published by, the Internal Revenue Service a ruling, or (ii) since the
date of this Indenture there has been a change in applicable federal income
tax law, in either case to the effect that, and based thereon such Opinion of
Counsel shall confirm that, the Holders of Debentures of such series will not
recognize income, gain or loss for federal income tax purposes as a result of
such deposit, defeasance and discharge and will be subject to federal income
tax on the same amount and in the same manner and at the same times as would
have been the case if such deposit, defeasance and discharge had not occurred;

(f) in the event of an election to have Section 4.5 apply to
Debentures of any series, the Company shall have delivered to the Trustee an
Opinion of Counsel, to the effect that the Holders of Debentures of such
series will not recognize gain or loss for United States federal income tax
purposes as a result of the deposit and Covenant Defeasance to be effected
with respect to the Debentures of such series and will be subject to United
States federal income tax on the same amount, in the same manner and at the
same times as would be the case if such deposit and Covenant Defeasance were
not to occur;

(g) if the Debentures of such series are then listed on any domestic
or foreign securities exchange, the Company shall have delivered to the
Trustee an Opinion of Counsel to the effect that such deposit, defeasance and
discharge will not cause the Debentures of such series to be delisted;

(h) no default in the payment of the principal of (and premium, if
any) or any interest on any Senior Indebtedness beyond any applicable grace
period shall have occurred and be continuing;

(i) no other default with respect to any Senior Indebtedness shall
have occurred and be continuing and shall have resulted in the acceleration
of such Senior Indebtedness; and

(j) 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 or Covenant
Defeasance with respect to such Debentures of such series have been complied
with and an Opinion of Counsel to the effect that either (i) as a result of
such deposit and the related exercise of the Company's option under this
Article, registration is not required under the Investment Company Act of
1940, as amended, by the Company, the trust funds representing such deposit
or the Trustee or (ii) all necessary registrations under said Act have been
effected.

Any deposits with the Trustee referred to in Section 4.6(a)(1) above
shall be irrevocable and shall be made under the terms of an escrow/trust
agreement in form and substance satisfactory to the Trustee. If any
Outstanding Debentures of such 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 applicable escrow
trust agreement shall provide therefor and the Company shall make such
arrangements as are satisfactory to the Trustee for the giving of notice of
redemption by the Trustee in the name, and at the expense, of the Company.

Upon Defeasance with respect to all the Debentures of any series, the
terms and conditions of the Debentures 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; provided that the
Company shall not be discharged from any payment obligations in respect of
Debentures of such series which are deemed not to be Outstanding under clause
(iii) of the definition thereof if such obligations continue to be valid
obligations of the Company under applicable law.

Notwithstanding the cessation, termination and discharge of all
obligations, covenants and agreements (except as provided above in this
Section 4.6) of the Company under this Indenture with respect to the
Debentures of any series, the obligations of the Company to the Trustee under
Section 6.6, and the obligations of the Trustee under Section 4.2 and the
last paragraph of Section 10.3 shall survive with respect to the Debentures
of such series.

Anything in this Article to the contrary notwithstanding, the Trustee
shall deliver or pay to the Company from time to time upon Company Request
any money or U.S. Government Obligations held by it as provided in this
Section 4.6 with respect to Debentures of any series which, in the opinion of
a nationally recognized firm of independent public accountants expressed in a
written certification thereof delivered to the Trustee, are in excess of the
amount thereof which would then be required to be deposited to effect the
Defeasance or Covenant Defeasance, as the case may be, with respect to
Debentures of such series.

The Company shall pay and indemnify the Trustee against any tax, fee
or other charge imposed on or assessed against the U.S. Government
Obligations deposited pursuant to this Section 4.6 or the principal and
interest received in respect thereof other than any

such tax, fee or other charge which by law is for the account of the Holders
of Outstanding Debentures.

ARTICLE V

REMEDIES

SECTION 5.1 EVENTS OF DEFAULT.

"EVENT OF DEFAULT", wherever used herein with respect to Debentures
of any series, unless otherwise provided in the applicable supplemental
indenture, means any one or more 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 or pursuant to any judgment, decree or order
of any court or any order, rule or regulation of any administrative or
governmental body):

(a) default in the payment of any interest upon or any additional
amounts payable in respect of any Debenture of such series when it becomes
due and payable, and continuance of such default for a period of 30 days
(whether or not such payment is prohibited by the subordination provisions
set forth in Article XV hereof); provided, however, that a valid extension of
an interest payment period by the Company in accordance with the terms of any
indenture supplemental hereto, shall not constitute a default in the payment
of interest for this purpose; or

(b) default in the payment of the principal of (or premium, if any,
on) any Debenture of such series as and when the same shall become due and
payable whether at maturity, upon redemption, by declaration or otherwise, or
in any payment required by any sinking or analogous fund established with
respect to that series (whether or not such payment is prohibited by the
subordination provisions set forth in Article XV hereof); provided, however,
that a valid extension of the maturity of the Debentures of such series in
accordance with the terms of any indenture supplemental hereto shall not
constitute a default in the payment of principal or premium, if any; or

(c) if the Debentures of such series are convertible or exchangeable
into or for shares of Common Stock of the Company or other securities, cash
or other property pursuant to any supplemental indenture, Board Resolution or
other instrument authorizing Debentures of such series, failure by the
Company to convert such Debentures (whether or not such conversion or
exchange is prohibited by the subordination provisions set forth in Article
XV); or

(d) default in the performance, or breach, of any covenant or
warranty of the Company in this Indenture (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 any series of Debentures

other than such series), and continuance of such default or breach for a
period of 90 days after there has been given, by registered or certified
mail, to the Company by the Trustee or to the Company and the Trustee by the
Holders of at least 25% in principal amount of the Outstanding Debentures 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

(e) the entry by a court having jurisdiction in the premises of a
decree or order for relief in respect of the Company in an involuntary case
or proceeding under any applicable federal or state bankruptcy, insolvency,
reorganization or other similar law, or appointing a custodian, receiver,
liquidation, assignee, trustee, sequestrator or other similar official of the
Company or of any substantial part of their property, or ordering the winding
up or liquidation of its affairs, 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

(f) the commencement by the Company of a voluntary case or
proceeding under any applicable federal or state bankruptcy, insolvency,
reorganization or other similar law or of any other case or proceeding to be
adjudicated a bankrupt or insolvent, or the consent by it to the entry of a
decree or order for relief in respect of the Company in an involuntary case
or proceeding under any applicable federal or state bankruptcy, insolvency,
reorganization or other similar law or to the commencement of any bankruptcy
or insolvency case or proceeding against it, or the filing by it of a
petition or answer or consent seeking reorganization or relief under any
applicable federal or state law, or the consent by it to the filing of such
petition or to the appointment of or taking possession by a custodian,
receiver, liquidation, assignee, trustee, sequestrator or similar official of
the Company or of any substantial part of their property, or the making by it
of an assignment for the benefit of creditors; or

(g) in the event Debentures of any series are issued to a Sun Trust
or a trustee of such trust in connection with the issuance of Trust
Securities by such Sun Trust, such Sun Trust shall have voluntarily or
involuntarily dissolved, wound-up its business or otherwise terminated its
existence except in connection with (i) the distribution of Debentures of
such series to holders of Trust Securities in liquidation of their interest
in such Sun Trust, (ii) the redemption of all of the outstanding Trust
Securities of such Sun Trust or (iii) certain mergers, consolidations or
amalgamations, each as permitted by the Declaration of such Sun Trust; or

(h) any other Event of Default provided with respect to Debentures of
such series.

SECTION 5.2 ACCELERATION OF MATURITY; RESCISSION AND ANNULMENT.

If an Event of Default described in clause (a), (b), (c), (d), (g) or
(h) (if the Event of Default under clause (d) is with respect to less than
all series of Debentures then Outstanding) of Section 5.1 above occurs and is
continuing, then, and in each and every such case, unless the principal of
all of the Debentures 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 Debentures of such series then Outstanding
hereunder (each such series voting as a separate class), by notice in writing
to the Company (and to the Trustee if given by the Holders of Debentures of
such series), may declare the entire principal (or, if the Debentures of such
series are Original Issue Discount Debentures, such portion of the principal
amount as may be specified in the terms of such series) of all Debentures of
such series and the interest accrued thereon, if any, to be due and payable
immediately, and upon any such declaration the same shall become immediately
due and payable. If an Event of Default described in clause (d) (if the
Event of Default under clause (d) relates to all series of Debentures then
Outstanding), (e) or (f) of Section 5.1 occurs and is continuing, then and in
each and every such case, unless the principal of all the Debentures of all
series 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
Debentures of all series then Outstanding hereunder (treated as one class),
by notice in writing to the Company (and to the Trustee if given by Holders
of the Debentures), may declare the entire principal (or, if any Debentures
are Original Issue Discount Debentures, such portion of the principal as may
be specified in the terms thereof) of all Debentures of all series then
Outstanding and interest accrued thereon, if any, to be due and payable
immediately, and upon any such declaration the same shall become immediately
due and payable.

The foregoing provisions, however, are subject to the condition that
if, at any time after the principal (or, if any Debentures are Original Issue
Discount Debentures, such portion of the principal as may be specified in the
terms thereof) of the Debentures of any series (or of all the Debentures of
all series, as the case may be) then Outstanding shall have been so declared
due and payable, and before any judgment or decree for the payment of such
moneys shall have been obtained or entered as hereinafter provided, the
Company shall pay or shall deposit with the Trustee a sum sufficient to pay
all matured installments of interest upon all the Debentures of such series
(or of all Debentures of all series, as the case may be) and the principal of
(and premium, if any, on) the Debentures of such series (or of all Debentures
of all series, as the case may be) which shall have become due otherwise than
by acceleration (with interest upon such principal and, to the extent that
payment of such interest is enforceable under applicable law, on overdue
installments of interest, at the same rate as the rate of interest or Yield
to Maturity (in the case of Original Issue Discount Debentures) specified in
the Debentures of such series, (or at the respective rates of interest or
Yields to Maturity of all Debentures of all series, as the case may be) to
the date of such payment or deposit) and any other amounts payable in respect
of all the Debentures of such series and such amount as shall be sufficient
to cover reasonable compensation to the Trustee, and each predecessor
Trustee, their respective agents, attorneys and counsel, and all other
expenses and liabilities incurred, and all advances made, by the Trustee and
each predecessor Trustee except as a result of negligence or bad faith, and
if any and all Events of Default under the Indenture, other than the
non-payment of the principal of Debentures of such series (or, if any
Debentures are Original Issue Discount Debentures, such portion of the
principal as may be specified in the terms thereof) which shall have become
due by acceleration, shall have been cured, waived or otherwise remedied as
provided herein -- then and

in every such case the Holders of a majority in aggregate principal amount of
all the Debentures of such series, each series voting as a separate class (or
of all Debentures of all series, as the case may be, voting as a single
class), then Outstanding, by written notice to the Company and to the
Trustee, may waive all such defaults with respect to the Debentures of such
series (or with respect to all Debentures of all series, as the case may be)
and rescind and annul such declaration and its consequence, but no such
waiver or rescission and annulment shall extend to or shall affect any
subsequent default or shall impair any right consequent thereon.

In case the Trustee shall have proceeded to enforce any right with
respect to Debentures of such series under this Indenture and such
proceedings shall have been discontinued or abandoned because of such
rescission or annulment or for any other reason or shall have been determined
adversely to the Trustee, then and in every such case the Company and the
Trustee shall be restored respectively to their former positions and rights
hereunder, and all rights, remedies and powers of the Company and the Trustee
shall continue as though no such proceedings had been taken.

SECTION 5.3 COLLECTION OF INDEBTEDNESS AND SUITS FOR ENFORCEMENT BY TRUSTEE.

The Company covenants that if,

(a) default is made in the payment of any interest on any Debenture
of any series, or any payment required by any sinking or analogous fund
established with respect to Debentures of such series as and when the same
shall have become due and payable and such default continues for a period of
30 days, or

(b) default is made in the payment of the principal of (or premium,
if any, on) any Debenture of any series when the same shall have become due
and payable, whether upon maturity of the Debentures of such series or upon
redemption or upon declaration or otherwise,

the Company will, upon demand of the Trustee, pay to it, for the benefit of
the Holders of Debentures of such series and any Coupons appertaining
thereto, the whole amount then due and payable on Debentures of such series
and Coupons for principal and any premium and interest and, to the extent
that payment of such interest shall be legally enforceable under applicable
law, interest on any overdue principal and on the premium, if any, and
overdue interest, at the rate or rates prescribed therefor in Debentures of
such series and, if the Debentures of such series are held by a Sun Trust or
a trustee of such trust, without duplication of any other amounts paid by
such Sun Trust or trustee in respect thereof, upon overdue installments of
interest at the rate per annum expressed in the Debentures of such series;
and in addition thereto, such further amount as shall be sufficient to cover
the costs and expenses of collection, including the reasonable compensation,
expenses, disbursements and advances of the Trustee, its agents and counsel
under Section 6.6.

If the Company fails to pay such amounts forthwith upon such demand,
the Trustee, in its own name and as trustee of an express trust, may
institute a judicial proceeding for the collection of the sums so due and
unpaid, may prosecute such proceeding to judgment or final decree and may
enforce the same against the Company or any other obligor upon Debentures of
such series 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 Debentures of such series, wherever situated.

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

SECTION 5.4 TRUSTEE MAY FILE PROOFS OF CLAIM.

In case of the pendency of any receivership, insolvency, liquidation,
bankruptcy, reorganization, arrangement, adjustment, composition or other
judicial proceeding relative to the Company or any other obligor upon the
Debentures of any series or the property of the Company or of such other
obligor or their creditors, the Trustee (irrespective of whether the
principal of Debentures of such series shall then be due and payable as
therein expressed or by declaration or otherwise and irrespective of whether
the Trustee shall have made any demand on the Company for the payment of
overdue principal or interest) shall be entitled and empowered, by
intervention in such proceeding or otherwise,

(a) to file and prove a claim for the whole amount of principal and
any premium and interest owing and unpaid in respect of the Debentures of any
series and to file such other papers or documents as may be necessary or
advisable in order to have the claims of the Trustee (including any claim for
the reasonable compensation, expenses, disbursements and advances of the
Trustee, its agents and counsel) and of the Holders of Debentures of such
series and coupons allowed in such judicial proceeding, and

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

and any custodian, receiver, assignee, trustee, liquidation, sequestrator or
other similar official in any such judicial proceeding is hereby authorized
by each Holder of Debentures of such series and Coupons appertaining thereto
to make such payments to the Trustee and, in the event that the Trustee shall
consent to the making of such payments directly to the Holders of Debentures
of such series and Coupons appertaining thereto, to pay to the Trustee any
amount due it for the reasonable compensation, expenses, disbursements and
advances of the Trustee, its agents and counsel, and any other amounts due
the Trustee under Section 6.6.

Nothing herein contained shall be deemed to authorize the Trustee to
authorize or consent to or accept or adopt on behalf of any Holder of a
Debenture of any series or any Coupon appertaining thereto any plan of
reorganization, arrangement, adjustment or composition affecting the
Debentures of such series or Coupons appertaining thereto or the rights of
any Holder thereof or to authorize the Trustee to vote in respect of the
claim of any Holder of Debentures of any series or any Coupon appertaining
thereto in any such proceeding.

SECTION 5.5 TRUSTEE MAY ENFORCE CLAIMS WITHOUT POSSESSION OF DEBENTURES OR
COUPONS.

All rights of action and claims under this Indenture or under any of
the terms established with respect to the Debentures of any series or Coupons
appertaining thereto may be prosecuted and enforced by the Trustee without
the possession of any of the Debentures of such series or Coupons
appertaining thereto or the production thereof in any proceeding relating
thereto, and any such proceeding instituted by the Trustee shall be brought
in its own name as trustee of an express trust, and any recovery of judgment
shall, after provision for the payment of the reasonable compensation,
expenses, disbursements and advances of the Trustee, its agents and counsel
due under Section 6.6, be for the ratable benefit of the Holders of the
Debentures of such series and Coupons appertaining thereto in respect of
which such judgment has been recovered.

SECTION 5.6 APPLICATION OF MONEY COLLECTED.

Any money collected by the Trustee pursuant to this Article with
respect to Debentures of any series shall be applied in the following order,
at the date or dates fixed by the Trustee and, in case of the distribution of
such money on account of principal or any premium or interest, upon
presentation of the Debentures of such series or any Coupons appertaining
thereto, 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 the Trustee under Section 6.6;

SECOND: To the payment of all Senior Indebtedness of the Company to
the extent required by Article XV;

THIRD: To the payment of the amounts then due and unpaid for principal
of and any premium and interest on the Debentures of such series and
Coupons appertaining thereto 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
Debentures of such series and Coupons appertaining thereto for
principal and any premium and interest, respectively; and

FOURTH: To the payment of the remainder, if any, to the Company.

SECTION 5.7 LIMITATION ON SUITS.

No Holder of any Debenture of any series or any Coupons appertaining
thereto 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;

(a) such Holder has previously given written notice to the Trustee
of a continuing Event of Default with respect to the Debentures of such
series and of the continuance thereof with respect to the Debentures of such
series specifying such Event of Default, as hereinbefore provided;

(b) the Holders of not less than 25% in principal amount of the
Outstanding Debentures of such series shall have made written request to the
Trustee to institute proceedings in respect of such Event of Default in its
own name as Trustee hereunder;

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

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

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

it being understood and intended that no one or more of such Holders shall
have any right in any manner whatever by virtue of, or by availing of, any
provision of this Indenture to affect, disturb or prejudice the rights of any
other of such Holders, or to obtain or to seek to obtain priority or
preference over any other of such Holders or to enforce any right under this
Indenture, except in the manner herein provided and for the equal and ratable
benefit of all of such Holders.

SECTION 5.8 UNCONDITIONAL RIGHT OF HOLDERS TO RECEIVE PRINCIPAL, PREMIUM AND
INTEREST.

Notwithstanding any other provision in this Indenture, but subject to
Article XV of this Indenture, the Holder of any Debenture of any series or
any Coupon appertaining thereto shall have the right, which is absolute and
unconditional, to receive payment of the principal of and any premium and
(subject to Section 3.7) interest on Debentures of such series, and any
additional amounts contemplated by Section 10.4 in respect of Debentures of
such series or payment of any Coupons appertaining thereto on the Stated
Maturity or Maturities expressed in the Debentures of such series or any
Coupons appertaining thereto (or, in the case of redemption, on the
Redemption Date) and to institute suit for the enforcement of any such
payment, and such rights shall not be impaired without the consent of such
Holder.

SECTION 5.9 RESTORATION OF RIGHTS AND REMEDIES.

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

SECTION 5.10 RIGHTS AND REMEDIES CUMULATIVE.

Except as otherwise provided with respect to the replacement or
payment of mutilated, destroyed, lost or stolen Debentures or Coupons in the
last paragraph of Section 3.6, no right or remedy herein conferred upon or
reserved to the Trustee or to the Holders of Debentures 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 5.11 DELAY OR OMISSION NOT WAIVER.

No delay or omission of the Trustee or of any Holder of any Debenture
or Coupon to exercise any right or remedy accruing upon any Event of Default
occurring and continuing as aforesaid shall impair any such right or remedy
or constitute a waiver of any such Event of Default or an acquiescence
therein. Subject to the provisions of Section 5.7, every right and remedy
given by this Article or by law to the Trustee or to the Holders of
Debentures or Coupons may be exercised from time to time, and as often as may
be deemed expedient, by the Trustee or by the Holders of Debentures or
Coupons, as the case may be.

SECTION 5.12 CONTROL BY HOLDERS OF DEBENTURES.

The Holders of a majority in aggregate principal amount of the
Outstanding Debentures of any series shall have the right to direct the time,
method and place of conducting any proceeding for any remedy available to the
Trustee, or exercising any trust or power conferred on the Trustee, with
respect to the Debentures of such series, provided that,

(a) such direction shall not be in conflict with any rule of law or
with this Indenture, and

(b) the Trustee may take any other action deemed proper by the
Trustee; provided, however, that such direction shall not be in conflict with
any rule of law or with this Indenture or be unduly prejudicial to the rights
of Holders of Debentures of any other series at the time Outstanding.
Subject to the provisions of Section 6.2, 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 involve the Trustee in personal liability.

SECTION 5.13 WAIVER OF PAST DEFAULTS.

The Holders of not less than a majority in principal amount of the
Outstanding Debentures of any series may on behalf of the Holders of all the
Debentures of such series and any Coupons appertaining thereto waive any past
default hereunder with respect to the Debentures of such series and its
consequences, except a default

(a) in the payment of the principal of (or premium, if any) or any
interest on any Debenture of such series as and when the same shall become
due by the terms of Debentures of such series otherwise than by acceleration
(unless such default has been cured and sums sufficient to pay all matured
installments of interest and principal and any premium has been deposited
with the Trustee (in accordance with Section 5.2), or

(b) in the covenants contained in Section 10.4, or

(c) in respect of a covenant or provision hereof which under Article
IX cannot be modified or amended without the consent of the Holder of each
Outstanding Debenture of such series affected;

provided, however, that if the Debentures of such series are held by a Sun
Trust or a trustee of such trust, such waiver or modification to such waiver
shall not be effective until the holders of a majority in liquidation
preference of Trust Securities of the applicable Sun Trust shall have
consented to such waiver or modification to such waiver; provided further,
that if the consent of the Holder of each Outstanding Debenture of such
series is required, such waiver shall not be effective until each holder of
the Trust Securities of the applicable Sun Trust shall have consented to such
waiver.

Upon any such waiver, the default covered thereby shall cease to
exist, and any Event of Default arising therefrom shall be deemed to have
been cured, for every purpose of this Indenture and the Company, the Trustee
and the holders of the Debentures of such series shall be restored to their
former positions and rights hereunder, respectively; but no such waiver shall
extend to any subsequent or other default or impair any right consequent
thereon.

SECTION 5.14 UNDERTAKING FOR COSTS.

All parties to this Indenture agree, and each Holder of any Debenture
or Coupon by such Holder's acceptance thereof shall be deemed to have agreed,
that any court may in its discretion require, in any suit for the enforcement
of any right or remedy under this Indenture, or in any suit against the
Trustee for any action taken, suffered or omitted by it as Trustee, the
filing by any party litigant in such suit of an undertaking to pay the costs
of such suit, and that such court may in its discretion assess reasonable
costs, including reasonable attorneys' fees and expenses, against any party
litigant in such suit, having due regard to the merits and good faith of the
claims or defenses made by such party litigant; but the provisions of this
Section shall not apply to any suit instituted by the Company, to any suit
instituted by the Trustee, to any suit instituted by any Holder, or group of
Holders, holding in the aggregate more than 10% in principal amount of the
Outstanding Debentures of any series, or to any suit instituted by any Holder
of any Debenture or Coupon for the enforcement of the payment of the
principal of or any premium or interest on such Debenture or the payment of
any Coupon on or after the Stated Maturity or Maturities expressed in such
Debenture or Coupon (or, in the case of redemption, on or after the
Redemption Date).

SECTION 5.15 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, but will
suffer and permit the execution of every such power as though no such law had
been enacted.

ARTICLE VI

THE TRUSTEE

SECTION 6.1 DUTIES AND RESPONSIBILITIES OF THE TRUSTEE; DURING DEFAULT; PRIOR
TO DEFAULT.

With respect to the Holders of any series of Debentures issued
hereunder, the Trustee, prior to the occurrence of an Event of Default with
respect to the Debentures of such series and after the curing or waiving of
all Events of Default which may have occurred with respect to Debentures of
such series, undertakes to perform such duties and only such duties as are
specifically set forth in this Indenture. In case an Event of Default with
respect to the Debentures of any series has occurred (which has not been
cured or waived), the Trustee shall exercise with respect to the Debentures
of such series such of the rights and powers vested in it by this Indenture,
and shall use the same degree of care and skill in their exercise, as a
prudent man would exercise or use under the circumstances in the conduct of
his own affairs.

No provision of this Indenture shall be construed to relieve the
Trustee from liability for its own negligent action, its own negligent
failure to act or its own wilful misconduct, except that:

(a) prior to the occurrence of an Event of Default with respect to
the Debentures of any series and after the curing or waiving of all such
Events of Default with respect to the Debentures of such series which may
have occurred:

(i) the duties and obligations of the Trustee with respect to the
Debentures of such series shall be determined solely by the express
provisions of this Indenture, and the Trustee shall not be liable except for
the performance of such duties and obligations as are specifically set forth
in this Indenture, and no implied covenants or obligations shall be read
into this Indenture against the Trustee; and

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

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

(c) the Trustee shall not be liable with respect to any action taken
or omitted to be taken by it in good faith in accordance with the direction
of the Holders pursuant to Section 5.12 relating to the time, method and
place of conducting any proceeding for any remedy available to the Trustee,
or exercising any trust or power conferred upon the Trustee, under this
Indenture.

No provision of this Indenture shall require the Trustee to expend or
risk its own funds or otherwise incur any financial liability in the
performance of any of its duties hereunder, or in the exercise of any of its
rights or powers, if it shall have reasonable grounds for believing that
repayment of such funds or adequate indemnity against such risk or liability
is not reasonably assured to it.

SECTION 6.2 CERTAIN RIGHTS OF TRUSTEE.

Subject to the provisions of the Trust Indenture Act:

(a) the Trustee may rely and shall be protected in acting or
refraining from acting upon any resolution, certificate, statement,
instrument, opinion, report, notice, request,

direction, consent, order, bond, debenture, note, coupon, other evidence of
indebtedness or other paper or document believed by it to be genuine and to
have been signed or presented by the proper party or parties;

(b) any request or direction of the Company mentioned herein shall
be sufficiently evidenced by a Company Request or Company Order or as
otherwise expressly provided herein and any resolution of the Board of
Directors may be sufficiently evidenced by a Board Resolution;

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

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

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

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

(g) the 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 the 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.

SECTION 6.3 NOT RESPONSIBLE FOR RECITALS OR ISSUANCE OF DEBENTURES.

The recitals contained herein and in the Debentures (except the
Trustee's certificates of authentication) and in any Coupons shall be taken
as the statements of the Company, and the Trustee or any Authenticating Agent
assumes no responsibility for their correctness.

The Trustee makes no representations as to the validity or sufficiency of
this Indenture or of any Debentures or Coupons. The Trustee or any
Authenticating Agent shall not be accountable for the use or application by
the Company of Debentures or the proceeds thereof.

SECTION 6.4 MAY HOLD DEBENTURES.

The Trustee, any Authenticating Agent, any Paying Agent, any
Debenture Registrar or any other agent of the Company, in its individual or
any other capacity, may become the owner or pledgee of Debentures and Coupons
and, subject to Section 6.9 and 6.11, may otherwise deal with the Company
with the same rights it would have if it were not Trustee, Authenticating
Agent, Paying Agent, Debenture Registrar or such other agent.

SECTION 6.5 MONEY HELD IN TRUST.

Money held by the Trustee in trust hereunder need not be segregated
from other funds except to the extent required by law. The Trustee shall be
under no liability for interest on any money received by it hereunder except
as otherwise agreed in writing with the Company.

SECTION 6.6 COMPENSATION AND REIMBURSEMENT.

The Company agrees:

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

(b) except as otherwise expressly provided herein, to reimburse the
Trustee or any predecessor Trustee upon its request for all reasonable
expenses, disbursements and advances incurred or made by the Trustee in
accordance with any provision of this Indenture (including the 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; and

(c) to indemnify the Trustee and any predecessor Trustee for, and to
hold it harmless against, any and all loss, damage, claim, liability or
expense, including taxes (other than taxes based on the income of the
Trustee) incurred without negligence or bad faith on its part, arising out
of or in connection with the acceptance or administration of the trust or
trusts hereunder, including the costs and expenses of defending itself
against any claim or liability in connection with the exercise or performance
of any of its powers or duties hereunder.

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

The provisions of this Section 6.6 shall survive the termination of
this Indenture.

SECTION 6.7 RESIGNATION AND REMOVAL; APPOINTMENT OF SUCCESSOR.

(a) No resignation or removal of the Trustee and no appointment of a
successor Trustee pursuant to this Article shall become effective until the
acceptance of appointment by the successor Trustee in accordance with the
applicable requirements of Section 6.8.

(b) The Trustee may resign at any time with respect to the
Debentures of one or more series by giving written notice thereof to the
Company. If the instrument of acceptance by a successor Trustee required by
Section 6.8 shall not have been delivered to the Trustee within 30 days after
the giving of such notice of resignation, the resigning Trustee may petition
any court of competent jurisdiction for the appointment of a successor
Trustee with respect to the Debentures of such series.

(c) The Trustee may be removed at any time with respect to the
Debentures of any series by Act of the Holders of a majority in principal
amount of the Outstanding Debentures of such series delivered to the Trustee
and to the Company. If the instrument of acceptance by a successor Trustee
required by Section 6.8 shall not have been delivered to the Trustee within
30 days after the delivery of such Act of removal, the Trustee being removed
may petition any court of competent jurisdiction for the appointment of a
successor Trustee with respect to the Debentures of such series.

(d) If at any time:

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

(2) the Trustee shall cease to be eligible under Section 6.10 and
Section 310(a) of the Trust Indenture Act and shall fail to resign
after written request therefor by the Company or by any Holder of a
Debenture who has been a bona fide Holder of a Debenture for at least
six months, or

(3) the Trustee shall become incapable of acting or shall be
adjudged a bankrupt or insolvent or a receiver of the Trustee or of its
property shall be appointed or any public officer shall take charge or
control of the Trustee or of its

property or affairs for the purpose of rehabilitation, conservation
or liquidation, then, in any such case,(i) the Company by a Board
Resolution may remove the Trustee with respect to all Debentures, or
(ii) subject to Section 5.14 any Holder of a Debenture who has been a
bona fide Holder of a Debenture for at least six months may, on
behalf of himself and all others similarly situated, petition any
court of competent jurisdiction for the removal of the Trustee with
respect to all Debentures and the appointment of a successor Trustee
or Trustees.

(e) If the Trustee shall resign, be removed or become incapable of
acting, or if a vacancy shall occur in the office of Trustee for any cause,
with respect to the Debentures of one or more series, the Company, by a Board
Resolution, shall promptly appoint a successor Trustee or Trustees with
respect to the Debentures of that or those series (it being understood that
any such successor Trustee may be appointed with respect to the Debentures of
one or more or all of such series and that at any time there shall be only
one Trustee with respect to the Debentures of any particular series) and
shall comply with the applicable requirements of Section 6.8. If, within one
year after such resignation, removal or incapability, or the occurrence of
such vacancy, a successor Trustee with respect to the Debentures of any
series shall be appointed by Act of the Holders of a majority in principal
amount of Outstanding Debentures of such series delivered to the Company and
the retiring Trustee, the successor Trustee so appointed shall, forthwith
upon its acceptance of such appointment in accordance with the applicable
requirements of Section 6.8, become the successor Trustee with respect to the
Debentures of such series and to that extent supersede the successor Trustee
appointed by the Company. If no successor Trustee with respect to the
Debentures of any series shall have been so appointed by the Company or the
Holders of Debentures of such series and accepted appointment in the manner
required by Section 6.8, any Holder of a Debenture of such series who has
been a bona fide Holder of a Debenture of such series for at least six months
may, on behalf of himself and all others similarly situated, petition any
court of competent jurisdiction for the appointment of a successor Trustee
with respect to the Debentures of such series.

(f) The Company shall give notice of each resignation and each
removal of the Trustee with respect to the Debentures of any series and each
appointment of a successor Trustee with respect to the Debentures of any
series in the manner provided in Section 1.6. Each notice shall include the
name of the successor Trustee with respect to the Debentures of such series
and the address of its Corporate Trust Office.

SECTION 6.8 ACCEPTANCE OF APPOINTMENT BY SUCCESSOR.

(a) In case of the appointment hereunder of a successor Trustee with
respect to all Debentures, every such successor Trustee so appointed shall
execute, acknowledge and deliver to the Company and to the retiring Trustee
an instrument accepting such appointment, and thereupon the resignation or
removal of the retiring Trustee shall become effective and such successor
Trustee, without any further act, deed or conveyance, shall become vested
with all the rights, powers, trusts and duties of the retiring Trustee; but
on the written re-

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

(c) Upon the written 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 paragraph (a) or (b) of this Section, as the case
may be.

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

SECTION 6.9 DISQUALIFICATION; CONFLICTING INTERESTS.

If the Trustee has or shall acquire a conflicting interest within the
meaning of the Trust Indenture Act, the Trustee shall either eliminate such
interest or resign, to the extent

and in the manner provided by, and subject to the provisions of, the Trust
Indenture Act and this Indenture.

SECTION 6.10 CORPORATE TRUSTEE REQUIRED; ELIGIBILITY.

There shall be at all times a Trustee hereunder which shall be a
Person that is eligible pursuant to the Trust Indenture Act to act as such
and has a combined capital and surplus of at least $50,000,000. If such
Person publishes reports of condition at least annually, pursuant to law or
to the requirements of said supervising or examining authority, then for the
purposes of this Section, the combined capital and surplus of such Person
shall be deemed to be its combined capital and surplus as set forth in its
most recent report of condition so published. If at any time the Trustee
shall cease to be eligible in accordance with the provisions of this Section,
it shall resign immediately in the manner and with the effect hereunder
specified in this Article.

SECTION 6.11 PREFERENTIAL COLLECTION OF CLAIMS AGAINST COMPANY.

If and when the Trustee shall be or become a creditor of the Company
(or any other obligor upon the Debentures), the Trustee shall be subject to
the provisions of the Trust Indenture Act regarding the collection of claims
against the Company (or any such other obligor).

SECTION 6.12 MERGER, CONVERSION CONSOLIDATION OR SUCCESSION TO BUSINESS.

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

SECTION 6.13 APPOINTMENT OF AUTHENTICATING AGENT.

The Trustee may appoint an Authenticating Agent or Agents with
respect to Debentures of one or more series which shall be authorized to act
on behalf of the Trustee to authenticate Debentures of each such series
issued upon original issue or upon exchange, registration of transfer or
partial redemption thereof or pursuant to Section 3.6, and Debentures of such
series so authenticated shall be entitled to the benefits of this Indenture
and shall be valid and obligatory for all purposes as if authenticated by the
Trustee hereunder.

Wherever reference is made in this Indenture to the authentication and
delivery of Debentures by the Trustee or the Trustee's certificate of
authentication such reference shall be deemed to include authentication and
delivery on behalf of the Trustee by an Authenticating Agent and a
certificate of authentication executed on behalf of the Trustee by an
Authenticating Agent. Each Authenticating Agent shall be acceptable to the
Company. If such Authenticating Agent publishes reports of condition at least
annually, pursuant to law or to the requirements of said supervising or
examining authority, then for the purposes of this Section, the combined
capital and surplus of such Authenticating Agent shall be deemed to be its
combined capital and surplus as set forth in its most recent report of
condition so published. If at any time an Authenticating Agent shall cease to
be eligible in accordance with the provisions of this Section, such
Authenticating Agent shall resign immediately in the manner and with the
effect specified in this Section.

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

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

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

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

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

The Bank of New York,
As Trustee

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

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

If all of the Debentures of any series may not be originally issued
at one time, and if the Company has an Affiliate eligible to be appointed as
an Authenticating Agent hereunder or the Trustee does not have an office
capable of authenticating Debentures of such series upon original issuance
located in a Place of Payment where the Company wishes to have Debentures of
such series authenticated upon original issuance, the Trustee, if so
requested by the Company in writing (which writing need not comply with
Section 1.2 and need not be accompanied by an Opinion of Counsel), shall
appoint in accordance with this Section an Authenticating Agent (which if so
requested by the Company, shall be such Affiliate of the Company) having an
office in a Place of Payment designated by the Company with respect to such
series of Debentures.

SECTION 6.14. NOTICE OF DEFAULTS.

If a default occurs hereunder with respect to Debentures of any
series, the Trustee shall give the Holders of Debentures of such series
notice of such default as and to the extent provided by the Trust Indenture
Act; provided, however, that in the case of any default of the character
specified in Section 5.1(d) with respect to Debentures of such series, no
such notice to Holders shall be given until at least 30 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 Debentures of such series.

ARTICLE VII

HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY

SECTION 7.1 PRESERVATION OF INFORMATION; COMMUNICATIONS TO HOLDERS.

(a) The Trustee shall preserve, in as current a form as is reasonably
practicable, the names and addresses of Holders of Debentures (i) contained in
the most recent list furnished to the Trustee as provided in Section 312(a) of
the Trust Indenture Act, (ii) received by the Trustee in its capacity as
Debenture Registrar and (iii) filed with it within the two

preceding years pursuant to Section 313(c)(2) of the Trust Indenture Act. The
Trustee may (A) destroy any list furnished to it as provided in Section
312(a) of the Trust Indenture Act upon receipt of a new list so furnished,
(B) destroy any information received by it as Paying Agent (if so acting)
hereunder upon delivering to itself as Trustee, not earlier than March 20 or
September 20 of each year, a list containing the names and addresses of the
Holders of Debentures obtained from such information since the delivery of
the next previous list, if any, (C) destroy any list delivered to itself as
Trustee which was compiled from information received by it as Paying Agent
(if so acting) hereunder upon the receipt of a new list so delivered and (D)
destroy not earlier than two years after filing, any information filed with
it pursuant to Section 313(c)(2) of the Trust Indenture Act. For purposes of
Section 312(a) of the Trust Indenture Act, the term "stated intervals" shall
mean January 15 and July 15.

(b) If three or more Holders of Debentures of any series (herein
referred to as "applicants") apply in writing to the Trustee, and furnish to
the Trustee reasonable proof that each such applicant has owned a Debenture
of such 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 Debentures of such series with respect to
their rights under this Indenture or under the Debentures of such series and
is accompanied by a copy of the form of proxy or other communication which
such applicants propose to transmit, then the Trustee shall, within five
business days after the receipt of such application, at its election, either

(i) afford such applicants access to the information preserved at
the time by the Trustee in accordance with Section 7.1(a), or

(ii) inform such applicants as to the approximate number of Holders
of Debentures of such series whose names and addresses appear in the
information preserved at the time by the Trustee in accordance with
Section 7.1(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 the Trustee shall elect not to afford such applicants access to
such information, the Trustee shall, upon the written request of such
applicants, mail to each Holder of Debentures of such series whose name and
address appears in the information preserved at the time by the Trustee in
accordance with Section 7.1(a) a copy of the form of proxy or other
communication which is specified in such request, with reasonable promptness
after a tender to the Trustee of the material to be mailed and of payment, or
provision for the payment of the reasonable expenses of mailing, unless
within five days after such tender the Trustee shall mail to such applicants
and file with the Commission, together with a copy of the material to be
mailed, a written statement to the effect that, in the opinion of the
Trustee, such mailing would be contrary to the best interest of the Holders
of Debentures of such 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,
the Trustee shall mail copies of such material to all such Holders of
Debentures of such series with reasonable promptness after the entry of such
order and the renewal of such tender; otherwise the Trustee shall be relieved
of any obligation or duty to such applicants respecting their application.

(c) Every Holder of Debentures or Coupons, by receiving and holding
the same, agrees with the Company and the Trustee that neither the Company
nor the Trustee nor any agent of either of them shall be held accountable by
reason of the disclosure of any such information as to the names and
addresses of the Holders of Debentures in accordance with Section 7.1(b),
regardless of the source from which such information was derived and that the
Trustee shall not be held accountable by reason of mailing any material
pursuant to a request made under Section 7.1(b).

SECTION 7.2 REPORTS BY TRUSTEE.

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

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

SECTION 7.3. REPORTS BY COMPANY.

The Company shall:

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

(b) file with the Trustee and the Commission, in accordance with
rules and regulations prescribed from time to time by the Commission, such
additional information, documents and reports required to be filed 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

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

Delivery of such reports, information and documents to the Trustee is
for informational purposes only and the Trustee's receipt of such shall not
constitute constructive notice of any information contained therein or
determinable from information contained therein, including the Company's
compliance with any of its covenants hereunder (as to which the Trustee is
entitled to rely exclusively on Officers' Certificates).

ARTICLE VIII

CONSOLIDATION, MERGER, SALE OR CONVEYANCE

SECTION 8.1 COMPANY MAY CONSOLIDATE, ETC. ON CERTAIN TERMS.

The Company shall not merge or consolidate with any other corporation
or sell or convey all or substantially all of its assets to any Person,
unless (a) either the Company shall be the continuing corporation, or the
successor corporation (if other than the Company) shall be a corporation
organized under the laws of the United States of America or any State thereof
and shall expressly assume the due and punctual payment of the principal of
and interest on all the Debentures, according to their tenor, and the due and
punctual performance and observance of all of the covenants and conditions of
this Indenture to be performed or observed by the Company, by supplemental
indenture satisfactory to the Trustee, executed and delivered to the Trustee
by such corporation, and (b) the Company or such successor corporation, as
the case may be, shall not, immediately after such merger or consolidation,
or such sale or conveyance, be in default in the performance of any such
covenant or condition.

SECTION 8.2 SUCCESSOR CORPORATION SUBSTITUTED.

In case of any such consolidation, merger, sale or conveyance, and
following such an assumption by the successor corporation, such successor
corporation shall succeed to and be substituted for the Company, with the
same effect as if it had been named herein. Such successor corporation may
cause to be signed, and may issue either in its own name or in the name of
the Company prior to such succession any or all of the Debentures issuable

hereunder which theretofore shall not have been signed by the Company and
delivered to the Trustee; and, upon the order of such successor corporation
instead of the Company and subject to all the terms, conditions and
limitations in this Indenture prescribed, the Trustee shall authenticate and
shall deliver any securities which previously shall have been signed and
delivered by the officers of the Company, to the Trustee for authentication,
and any Debentures which such successor corporation thereafter shall cause to
be signed and delivered to the Trustee for that purpose. All of the
Debentures so issued shall in all respects have the same legal rank and
benefit under this Indenture as the Debentures theretofore or thereafter
issued in accordance with the terms or this Indenture as though all of such
Debentures had been issued at the date of the execution hereof.

In case of any such consolidation, merger, sale or conveyance such
changes in phraseology and form (but not in substance) may be made in the
Debentures thereafter to be issued as may be appropriate.

In the event of any such sale or conveyance (other than a conveyance
by way of lease) the Company or any successor corporation which shall
theretofore have become such in the manner described in this Article shall be
discharged from all obligations and covenants under this Indenture and the
Debentures and may be liquidated and dissolved.

SECTION 8.3 OPINION OF COUNSEL TO TRUSTEE.

The Trustee may receive an Opinion of Counsel, prepared in accordance
with Section 1.2, as conclusive evidence that any such consolidation, merger,
sale, lease or conveyance, and any such assumption, and any such liquidation
or dissolution, complies with the applicable provisions of this Indenture.

ARTICLE IX

SUPPLEMENTAL INDENTURES

SECTION 9.1 SUPPLEMENTAL INDENTURES WITHOUT CONSENT OF HOLDERS.

Without the consent of any Holders of Debentures or Coupons, the
Company, when authorized by a Board Resolution, and the Trustee, at any time
and from time to time, may enter into one or more indentures supplemental
hereto, in form satisfactory to the Trustee, for any of the following
purposes:

(a) to evidence the succession of another Person to the Company and
the assumption by any such successor of the covenants of the Company herein
and in the Debentures; or

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

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

(d) to add to or change any of the provisions of this Indenture to
provide that Bearer Debentures may be registerable as to principal, to change
or eliminate any restrictions on the payment of principal of or any premium
or interest on Bearer Debentures, to permit Bearer Debentures to be issued in
exchange for Registered Debentures, to permit Bearer Debentures to be issued
in exchange for Bearer Debentures of other authorized denominations or to
permit or facilitate the issuance of Debentures in uncertificated form,
provided that any such action shall not adversely affect the interests of the
Holders of Debentures of any series or any related Coupons in any material
respect; or

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

(f) to establish the form or terms of Debentures of any series and
any related coupons as permitted by Sections 2.1 and 3.1; or

(g) to evidence and provide for the acceptance of appointment
thereunder by a successor Trustee with respect to the Debentures of one or
more series and to add to or change any of the provisions of this Indenture
as shall be necessary to provide for or facilitate the administration of the
trusts hereunder by more than one Trustee, pursuant to the requirements of
Section 6.8(b); or

(h) to make provision with respect to the conversion rights of
Holders pursuant to the requirements of Article XIV, including providing for
the conversion of the Debentures into any security or property (other than
the Common Stock of the Company); or

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

SECTION 9.2 SUPPLEMENTAL INDENTURES WITH CONSENT OF HOLDERS.

With the consent of the Holders of not less than a majority in
aggregate principal amount of the Outstanding Debentures of each series
affected by such supplemental indenture, by Act of said Holders delivered to
the Company and the Trustee, the Company, when authorized by a Board
Resolution, and the Trustee 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 Debentures of such
series and any related coupons under this Indenture; provided, however, that
no such supplemental indenture shall, without the consent of each Holder of
each Outstanding Debenture of the series affected thereby,

(a) change the Stated Maturity of the principal of, or any
installment of principal of or interest on, any Debenture of any series, or
reduce the principal amount thereof or the rate of interest thereon or any
premium payable upon the redemption thereof, or change any obligation of the
Company to pay additional amounts pursuant to Section 10.6 (except as
contemplated by Section 8.1 and permitted by Section 9.1(a)), or reduce the
amount of the principal of an Original Issue Discount Debenture that would be
due and payable upon a declaration of acceleration of the Maturity thereof
pursuant to Section 5.2 or change the coin or currency in which any Debenture
or any premium or 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

(b) reduce the percentage in principal amount of the Outstanding
Debentures of any series, the consent of whose Holders is required for any
such supplemental indenture, or the consent of whose Holders is required for
any waiver of certain defaults hereunder and their consequences provided for
in this Indenture, or reduce the requirements of Section 13.4 for quorum or
voting, or

(c) change any obligation of the Company to maintain an office or
agency in the places and for the purposes specified in Section 10.2, or

(d) modify any of the provisions of this Section or Section 5.13,
except to increase any such percentage or to provide that certain other
provisions of this Indenture cannot be modified or waived without the consent
of the Holder of each Outstanding Debenture of the series affected thereby;
provided, however, that this clause shall not be deemed to require the
consent of any Holder of a Debenture of such series or Coupon appertaining
thereto with respect to changes in the references to "the Trustee" and
concomitant changes in this Section or the deletion of this proviso, in
accordance with the requirements of Sections 6.7(b) and 9.1(h), or

(e) make any change that adversely affects the right to convert any
Debenture of any series as provided in Article XIV or pursuant to Section 3.1
(except as permitted by Sec-

tion 9.1) or decrease the conversion rate or increase the conversion price of
any such Debenture of such series, or

(f) if the Debentures of any series are secured, change the terms
and conditions pursuant to which the Debentures of such series are secured in
a manner adverse to the Holders of the secured Debentures of such series, or

(g) make any change in Article XV that adversely affects the rights
of any Holders of Outstanding Debentures of such series;

If the Debentures of such series are held by a Sun Trust or a trustee
of such trust, such supplemental indenture shall not be effective until the
holders of a majority in liquidation preference of Trust Securities of the
applicable Trust shall have consented to such supplemental indenture;
provided, that if the consent of the Holder of each Outstanding Debenture of
such series is required, such supplemental indenture shall not be effective
until each holder of the Trust Securities of the applicable Sun Trust shall
have consented to such supplemental indenture.

A supplemental indenture which changes or eliminates any covenant or
other provision of this Indenture which has expressly been included solely
for the benefit of Debentures of one or more series, or which modifies the
rights of the Holders of Debentures 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 Debentures of any other series.

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

SECTION 9.3 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 shall be entitled to
receive, and (subject to Section 6.2) shall be fully protected in relying
upon, an Opinion of Counsel stating that the execution of such supplemental
indenture is authorized or permitted by this Indenture. The Trustee may, but
shall not be obligated to, enter into any such supplemental indenture which
affects the Trustee's own rights, duties or immunities under this Indenture
or otherwise.

SECTION 9.4 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 Debentures theretofore or there-

after authenticated and delivered hereunder and of any Coupons appertaining
thereto shall be bound thereby.

SECTION 9.5 CONFORMITY WITH TRUST INDENTURE ACT.

Every supplemental indenture executed pursuant to this Article shall
conform to the requirements of the Trust Indenture Act of 1939, as amended,
in effect on such date.

SECTION 9.6 REFERENCE IN DEBENTURES TO SUPPLEMENTAL INDENTURES.

Debentures of any series authenticated and delivered after the
execution of any supplemental indenture pursuant to this Article may, and
shall if required by the Trustee, bear a notation in form approved by the
Trustee as to any matter provided for in such supplemental indenture. If the
Company shall so determine, new Debentures of any series so modified as to
conform, in the opinion of the Trustee and the Company, to any such
supplemental indenture may be prepared and executed by the Company and
authenticated and delivered by the Trustee in exchange for Outstanding
Debentures of such series.

ARTICLE X

COVENANTS

SECTION 10.1 PAYMENT OF PRINCIPAL, PREMIUM AND INTEREST.

The Company covenants and agrees for the benefit of Debentures of any
series that it will duly and punctually pay the principal of and any premium
and interest on the Debentures of such series in accordance with the terms of
the Debentures of such series, any Coupons appertaining thereto and this
Indenture. Unless otherwise specified as contemplated by Section 3.1 with
respect to Debentures of such series, any interest due on Bearer Debentures
of such series on or before Maturity shall be payable only upon presentation
and surrender outside the United States of the several Coupons for such
interest installments as are evidenced thereby as they severally mature.

SECTION 10.2 MAINTENANCE OF OFFICE OR AGENCY.

If Debentures of any series are issuable only as Registered
Debentures, the Company will maintain in each Place of Payment for Debentures
of such series an office or agency where Debentures of such series may be
presented or surrendered for payment, where Debentures of such series may be
surrendered for registration of transfer, exchange, or conversion and where
notices and demands to or upon the Company in respect of Debentures of such
series and this Indenture may be served. If Debentures of any series are
issuable as Bearer Debentures, the Company will maintain (a) in The City of
New York, an office or agency where any Registered Debentures of such series
may be presented or surrendered for payment, where any Registered Debentures
of such series may be surrendered for registra-

tion of transfer, where Debentures of such series may be surrendered for
conversion or exchange, where notices and demands to or upon the Company in
respect of Debentures of such series and this Indenture may be served and
where Bearer Debentures of such 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 such series which is located
outside the United States, an office or agency where Debentures of such
series and related Coupons may be presented and surrendered for payment
(including payment of any additional amounts payable on Debentures of such
series pursuant to Section 10.4); provided, however, that if Debentures of
such series are listed on The Stock Exchange of the United Kingdom and the
Republic of Ireland, the Luxembourg 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 Debentures of such
series in London, Luxembourg or any other required city located outside the
United States, as the case may be, so long as Debentures of such series are
listed on such exchange, and (c) subject to any laws or regulations
applicable thereto in a Place of Payment for Debentures of such series
located outside the United States an office or agency where any Registered
Debentures of such series may be surrendered for registration of transfer,
where Debentures of such series may be surrendered for conversion or exchange
and where notices and demands to or upon the Company in respect of the
Debentures of such series and this Indenture may be served. The Company will
give prompt notice to the Trustee and to the Holders as provided in Sections
1.5 and 1.6, respectively, 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 Debentures of any series or
shall fail to furnish the Trustee with the address thereof, such
presentations and surrenders of Debentures of such series may be made and
notices and demands may be made or served at the Corporate Trust Office of
the Trustee, except that Bearer Debentures of such series and the related
Coupons may be presented and surrendered for payment (including payment of
any additional amounts payable on Bearer Debentures of such series pursuant
to Section 10.4) at the office of the Trustee for such series located outside
the United States, and the Company hereby appoints the same as its agent to
receive such respective presentations, surrenders, notices and demands.

No payment of principal, premium or interest on Bearer Debentures
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 any
account maintained with a bank located in the United States; provided,
however, that if the Debentures of any series are denominated and payable in
Dollars, payment of principal of and any premium and interest on any Bearer
Debenture of such series (including any additional amounts payable on
Debentures of such series pursuant to Section 10.4) shall be made at the
office of the Company's Paying Agent in The City of New York, if (but only
if) payment in Dollars of the full amount of such principal, premium,
interest or additional amounts, as the case may be, at all offices or
agencies outside the United States maintained for the 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 where the Debentures of one or more series may be
presented or surrendered for any or all such purposes and may from time to
time rescind such designations; provided, however, that no such designation
or rescission shall in any manner relieve the Company of its obligation to
maintain an office or agency in accordance with the requirements set forth
above for Debentures of any series for such purposes. The Company will give
prompt written notice to the Trustee and the Holders of Debentures of such
series of any such designation or rescission and of any change in the
location of any such other office or agency.

SECTION 10.3 MONEY FOR DEBENTURES PAYMENTS TO BE HELD IN TRUST.

If the Company shall at any time act as its own Paying Agent with
respect to Debentures of any series, it will, on or before each due date of
the principal of and any premium or interest on any of the Debentures of such
series, segregate and hold in trust for the benefit of the Persons entitled
thereto a sum sufficient to pay the principal and any premium or interest so
becoming due until such sums shall be paid to such Persons or otherwise
disposed of as herein provided and will promptly notify the Trustee of its
action or failure to act.

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

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

(a) hold all sums held by it for the payment of the principal of and
any premium or interest on Debentures of such 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;

(b) give the Trustee notice of any default by the Company (or any
other obligor upon the Debentures of such series) in the making of any
payment of principal of and any premium or interest on the Debentures of such
series; and

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

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

Any money deposited with the Trustee or any Paying Agent, or then
held by the Company, in trust for the payment of the principal of and any
premium or interest on any Debenture of any series and remaining unclaimed
for two years after such principal and any premium or interest has become due
and payable shall be paid to the Company on Company Request, or (if then held
by the Company) shall be discharged from such trust; and the Holder of the
Debenture of such series or any Coupon appertaining thereto shall thereafter,
as an unsecured general creditor, look only to the Company for payment
thereof, and all liability of the Trustee or such Paying Agent with respect
to such trust money and all liability of the Company as trustee thereof shall
thereupon cease; provided, however, that the Trustee or such Paying Agent,
before being required to make any such repayment, may at the expense of the
Company cause to be published once, in an Authorized Newspaper in each Place
of Payment, notice that such money remains unclaimed and that after a date
specified therein, which shall not be less than 30 days from the date of such
publication, any unclaimed balance of such money then remaining will be
repaid to the Company.

SECTION 10.4 LIMITATION ON DIVIDENDS; TRANSACTIONS WITH AFFILIATES.

If Debentures of any series are issued to a Sun Trust or a trustee of
such trust in connection with the issuance of Trust Securities by such Sun
Trust and (a) there shall have occurred any event that would constitute an
Event of Default, (b) the Guarantor shall be in default with respect to its
payment of any obligations under the Preferred Securities Guarantee or the
Common Securities Guarantee relating to such Sun Trust or (c) the Company
shall have given notice of its election to defer payments of interest on
Debentures of such series by extending the interest payment period and such
period, or any extension thereof, shall be continuing, then (y) the Company
shall not declare or pay any dividend on, make any distributions with respect
to, or redeem, purchase or make a liquidation payment with respect to, any of
its capital stock (other than (i) purchases or acquisitions of shares of
Common Stock of the Company in connection with the satisfaction by the
Company of its obligations under any employee benefit plans, (ii) as a result
of a reclassification of capital stock of the Company or the exchange or
conversion of one class or series of the Company's capital stock for another
class or series of capital stock of the Company or, (iii) the purchase of
fractional interests in shares of the Company's capital stock pursuant to the
conversion or exchange provisions of such capital stock of the Company or the
security being converted or exchanged) or make any guarantee payments with
respect to the forgoing), and (z) the Company shall not make any payment of
interest, principal or premium, if any, on or repay, repur-

chase or redeem any debt securities (including guarantees) issued by the
Company which rank PARI PASSU with or junior to Debentures of such series.

SECTION 10.5 COVENANTS AS TO SUN TRUSTS.

In the event Debentures of such series are issued to a Sun Trust or a
trustee of such trust in connection with the issuance of Trust Securities by
such Sun Trust, for so long as such Trust Securities remain outstanding, the
Company will (a) maintain 100% direct or indirect ownership of the Common
Securities of such Sun Trust; provided, however, that any permitted successor
of the Company under the Indenture may succeed to the Company's ownership of
the Common Securities, (b) use its reasonable efforts to cause such Sun Trust
(i) to remain a statutory business trust, except in connection with a
distribution of Debentures of such series to the holders of Trust Securities
in liquidation of such Sun Trust, the redemption of all of the Trust
Securities of such Sun Trust, or certain mergers, consolidations or
amalgamations, each as permitted by the Declaration of such Sun Trust, and
(ii) to continue to be classified as a grantor trust for United States
federal income tax purposes and (c) to use its reasonable efforts to cause
each holder of Trust Securities to be treated as owning an undivided
beneficial interest in the Debentures of such series.

SECTION 10.6 ADDITIONAL AMOUNTS.

If the Debentures of any series provide for the payment of additional
amounts, the Company will pay to the Holder of any Debenture of such series
or any Coupon appertaining thereto additional amounts as provided therein.
Whenever in this Indenture there is mentioned, in any context, the payment of
the principal of or any premium or interest on, or in respect of any
Debenture of any series or payment of any related Coupon or the net proceeds
received on the sale or exchange of any Debenture of any series, such mention
shall be deemed to include mention of the payment of additional amounts
provided for in 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 Debentures of any series provide for the payment of additional
amounts, at least 10 days prior to the first Interest Payment Date with
respect to Debentures of such series (or if the Debentures of such 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 any premium or interest 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 and the Company's principal
Paying Agent or Paying Agents, if other than the Trustee, with an Officers'
Certificate instructing the Trustee and such Paying Agent or Paying Agents
whether such payment of principal of and any premium or interest on the
Debentures of such series shall be made to Holders of Debentures of such
series or

any Coupons appertaining thereto who are United States Aliens without
withholding for or on account of any tax assessment or other governmental
charge described in the Debentures of such 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 Debentures of such series or any Coupons appertaining thereto and the
Company will pay to the Trustee or such Paying Agent the additional amounts
required by this Section. The Company covenants to indemnify the Trustee and
any Paying Agent for, and to hold them harmless against, any loss, liability
or expense reasonably incurred without negligence or willful misconduct 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.

SECTION 10.7 EXISTENCE.

Subject to Article VIII, the Company will do or cause to be done all
things necessary to preserve and keep in full force and effect its existence,
rights (charter and statutory) and franchises; provided, however, that the
Company shall not be required to preserve any such 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 10.8 PURCHASE OF DEBENTURES BY COMPANY OR SUBSIDIARY.

If and so long as the Debentures of any series are listed on The
Stock Exchange of the United Kingdom and the Republic of Ireland and such
stock exchange shall so require, the Company will not, and will not permit
any of its Subsidiaries to, purchase any Debentures of such series by private
treaty at a price (exclusive of expenses and accrued interest) which exceeds
120% of the mean of the nominal quotations of the Debentures of such series
as shown in The Stock Exchange Daily Official List for the last trading day
preceding the date of purchase.

SECTION 10.9 STATEMENT BY OFFICERS AS TO DEFAULT.

The Company will deliver to the Trustee, within 120 days after the
end of each fiscal year of the Company ending after the date hereof, an
Officers' Certificate signed by its principal executive officer, principal
financial officer or principal accounting officer stating whether or not to
the best knowledge of the signer thereof the Company is in default in the
performance and observance of any of the terms, provisions and conditions of
this Indenture, and if the Company shall be in default, specifying all such
defaults and the nature and status thereof of which they may have knowledge.

The Company shall file with the Trustee written notice of the
occurrence of any default or Event of Default within five Business Days of
its becoming aware of any such default or Event of Default.

SECTION 10.10 CALCULATION OF ORIGINAL ISSUE DISCOUNT

The Company shall file with the Trustee promptly at the end of each
year a written notice specifying the amount of Original Issue Discount
(including daily rates and accrual periods) accrued on Outstanding Debentures
as of the end of such year.

ARTICLE XI

REDEMPTION OF DEBENTURES

SECTION 11.1 APPLICABILITY OF ARTICLE.

Debentures of any series which are redeemable before their Stated
Maturity shall be redeemable in accordance with their terms and (except as
otherwise specified as contemplated by Section 3.1 for Debentures of any
series) in accordance with this Article.

SECTION 11.2 ELECTION TO REDEEM; NOTICE TO TRUSTEE.

The election of the Company to redeem Debentures of any series shall
be evidenced by an Officers' Certificate. In the case of any redemption, at
the election of the Company, the Company shall, at least 60 days prior to the
Redemption Date fixed by the Company (unless a shorter notice shall be
satisfactory to the Trustee), notify the Trustee of such Redemption Date and
of the principal amount of Debentures of such series to be redeemed. In the
case of any redemption of Debentures of such series (a) prior to the
expiration of any restriction on such redemption provided in the terms of
Debentures of such series or elsewhere in this Indenture, or (b) pursuant to
an election of the Company which is subject to a condition specified in the
terms of Debentures of such series, the Company shall furnish the Trustee
with an Officers' Certificate evidencing compliance with such restriction or
condition.

SECTION 11.3 SELECTION BY TRUSTEE OF DEBENTURES TO BE REDEEMED.

If less than all the Debentures of any series and of like tenor are
to be redeemed, the particular Debentures of such series to be redeemed shall
be selected not more than 60 days prior to the Redemption Date by the
Trustee, from the Outstanding Debentures of such series and of like tenor not
previously called for redemption, by such method as the Trustee shall deem
fair and appropriate and which may provide for the selection, for redemption
of portions (equal to the minimum authorized denomination for Debentures of
such series or any integral multiple thereof) of the principal amount of
Registered Debentures of such series of a denomination larger than the
minimum authorized denomination for Debentures of such series. If so
specified in the Debentures of any series, partial redemptions must be in an
amount not less than $1,000,000 principal amount of Debentures.

If Debentures of any series selected for partial redemption are
converted in part before termination of the conversion right with respect to
the portion of the Debentures of such series so selected, the converted
portion of the Debentures of such series shall be deemed (so far as may be)
to be the portion selected for redemption. Debentures (or portions thereof)
which have been converted during a selection of Debentures of such series to
be redeemed shall be treated by the Trustee as Outstanding for the purpose of
such selection. In any case where more than one Debenture of such series is
registered in the same name, the Trustee in its discretion may treat the
aggregate principal amount so registered as if it were represented by one
Debenture of such series.

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

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

SECTION 11.4 NOTICE OF REDEMPTION.

Notice of redemption shall be given in the manner provided in Section
1.6 to the Holders of Debentures to be redeemed not less than 30 nor more
than 60 days prior to the Redemption Date.

All notices of redemption shall identify the Debentures (including
the CUSIP number) to be redeemed and shall state:

(a) the Redemption Date;

(b) the Redemption Price;

(c) if less than all the Outstanding Debentures of any series are to
be redeemed, the identification (and, in the case of partial redemption, the
principal amounts) of the particular Debentures of such series to be
redeemed, and a statement to the effect that on or after the Redemption Date
upon surrender of such Debenture a new Debenture of such series in the
principal amount equal to the unredeemed portion will be issued;

(d) that on the Redemption Date the Redemption Price will become due
and payable upon each such Debenture of such series to be redeemed and, if
applicable, that interest thereon will cease to accrue on and after said date;

(e) the place or places where such Debentures of such series,
together in the case of Bearer Debentures of such series with all Coupons
appertaining thereto, if any maturing after the Redemption Date, are to be
surrendered for payment of the Redemption Price;

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

(g) if applicable, the conversion rate or price, the date on which
the right to convert the Debentures of such series to be redeemed will
terminate and the place or places where such Debentures may be surrendered
for conversion.

A notice of redemption published as contemplated by Section 1.6 need
not identify particular Registered Debentures of such series to be redeemed.

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

SECTION 11.5 DEPOSIT OF REDEMPTION PRICE.

Prior to any Redemption Date, the Company shall deposit with the
Trustee or with a Paying Agent (or, if the Company is acting as its own
Paying Agent, segregate and hold in trust as provided in Section 10.3) an
amount of money sufficient to pay the Redemption Price of, and (except if the
Redemption Date shall be an Interest Payment Date) accrued interest on, all
the Debentures which are to be redeemed on that date.

If any Debenture called for redemption is converted into Common Stock
of the Company, any money deposited with the Trustee or with any Paying Agent
or so segregated and held in trust for the redemption of such Debenture shall
(subject to any right of the Holder of such Debenture or any Predecessor
Debenture to receive interest as provided in the last paragraph of Section
3.7) be paid to the Company upon Company Request or, if then held by the
Company, shall be discharged from such trust.

SECTION 11.6 DEBENTURES PAYABLE ON REDEMPTION DATE.

Notice of redemption having been given as aforesaid, the Debentures
so to be redeemed shall on the Redemption Date become due and payable at the
Redemption Price therein specified, and from and after such date (unless the
Company shall default in the payment of the Redemption Price and accrued
interest) such Debentures shall cease to bear interest and the Coupons for
such interest appertaining to any Bearer Debentures so to be redeemed except
to the extent provided below, shall be void. Upon surrender of any such
Debenture for redemption in accordance with said notice together with all
Coupons, if any, appertaining thereto maturing after the Redemption Date,
such Debenture shall be paid by the Company at the Redemption Price together
with accrued interest to the Redemption Date; provided, however, that
installments of interest on Bearer Debentures 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 10.2) and, unless otherwise specified as contemplated by Section 3.1,
only upon presentation and surrender of Coupons for such interest; and
provided, further, that, unless otherwise specified as contemplated by
Section 3.1, installments of interest on Registered Debentures whose Stated
Maturity is on or prior to the Redemption Date shall be payable to the
Holders of such Debentures or one or more Predecessor Debentures, registered
as such at the close of business on the relevant Record Dates according to
their terms and the provisions of Section 3.7.

If any Bearer Debenture surrendered for redemption shall not be
accompanied by all appurtenant Coupons maturing after the Redemption Date,
such Debenture may be paid after deducting from the Redemption Price an
amount equal to the face amount of all such missing Coupons, or the surrender
of such missing Coupon or Coupons may be waived by the Company and the
Trustee if there be furnished to them such security or indemnity as they may
require to save each of them and any Paying Agent harmless. If thereafter the
Holder of such Debenture shall surrender to the Trustee or any Paying Agent
any such missing Coupon in respect of which a deduction shall have been made
from the Redemption Price, such Holder shall be entitled to receive the
amount so deducted; provided, however, that interest represented by Coupons
shall be payable only at an office or agency located outside the United
States (except as otherwise provided in Section 10.2) and unless otherwise
specified as contemplated by Section 3.1 only upon presentation and surrender
of those Coupons.

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

SECTION 11.7 DEBENTURES REDEEMED IN PART.

Any Registered Debenture of any series which is to be redeemed only
in part shall be surrendered at a Place of Payment therefor (with, if the
Company or the Trustee so requires, due endorsement by, or a written
instrument of transfer in form satisfactory to the Company and the Trustee
duly executed by, the Holder thereof or his attorney duly authorized in
writing), and the Company shall execute, and the Trustee shall authenticate
and make available for delivery to the Holder of such Debenture without
service charge, a new Registered Debenture or Debentures of such series and
of like tenor of any authorized denomination as requested by such Holder, in
aggregate principal amount equal to and in exchange for the unredeemed
portion of the principal of the Debenture of such series so surrendered.

ARTICLE XII

SINKING FUNDS

SECTION 12.1 APPLICABILITY OF ARTICLE.

The provisions of this Article shall be applicable to any sinking
fund for the retirement of Debentures of any series except as otherwise
specified as contemplated by Section 3.1 for Debentures of such series.

The minimum amount of any sinking fund payment provided for by the
terms of Debentures of any series is herein referred to as a "mandatory
sinking fund payment", and any payment in excess of such minimum amount
provided for by the terms of Debentures of any series is herein referred to
as an "optional sinking fund payment". If provided for by the terms of
Debentures of any series, the cash amount of any sinking fund payment may be
subject to reduction as provided in Section 12.2. Each sinking fund payment
shall be applied to the redemption of Debentures of any series as provided
for by the terms of Debentures of such series.

SECTION 12.2 SATISFACTION OF SINKING FUND PAYMENTS WITH DEBENTURES.

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

SECTION 12.3 REDEMPTION OF DEBENTURES FOR SINKING FUND.

Not less than 60 days prior to each sinking fund payment date for
Debentures of any series, the Company will deliver to the Trustee an
Officers' Certificate specifying the amount of the next ensuing sinking fund
payment for that series pursuant to the terms of that series, the portion
thereof, if any, which is to be satisfied by payment of cash and the portion
thereof, if any, which is to be satisfied by delivering and crediting
Debentures of such series pursuant to Section 12.2 and will also deliver to
the Trustee any Debentures of such series to be so delivered. Not less than
45 days before each such sinking fund payment date the Trust-

ee shall select the Debentures of such series to be redeemed upon such
sinking fund payment date in the manner specified in Section 11.3 and cause
notice of the redemption thereof to be given in the name of and at the
expense of the Company in the manner provided in Section 11.4. Such notice
having been duly given, the redemption of such Debentures of such series
shall be made upon the terms and in the manner stated in Sections 11.6 and
11.7.

ARTICLE XIII

MEETINGS OF HOLDERS OF DEBENTURES

SECTION 13.1 PURPOSES FOR WHICH MEETINGS MAY BE CALLED.

If Debentures of any series are issuable as Bearer Debentures, a
meeting of Holders of Debentures 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
Debentures of such series.

SECTION 13.2 CALL, NOTICE AND PLACE OF MEETINGS.

(a) The Trustee may at any time call a meeting of Holders of
Debentures of any series for any purpose specified in Section 13.1, to be
held at such time and at such place in the Borough of Manhattan, The City of
New York, or in London as the Trustee shall determine. Notice of every
meeting of Holders of Debentures of such 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 Section 1.6, not less than
21 nor more than 180 days prior to the date fixed for the meeting (or, in the
case of a meeting of Holders with respect to Debentures of any series all or
part of which are represented by a Book-Entry Debenture, not less than 20 nor
more than 40 days).

(b) In case at any time the Company, pursuant to a Board Resolution,
or the Holders of at least 25% in principal amount of the Outstanding
Debentures of any series shall have requested the Trustee to call a meeting
of the Holders of Debentures of such series for any purpose specified in
Section 13.1, by written request setting forth in reasonable detail the
action proposed to be taken at the meeting, and the Trustee shall not have
made the first publication of the notice of such meeting within 21 days after
receipt of such request or shall not thereafter proceed to cause the meeting
to be held as provided herein, then the Company or the Holders of Debentures
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 13.3 PERSONS ENTITLED TO VOTE AT MEETINGS.

Upon the calling of a meeting of Holders with respect to the
Debentures of any series all or part of which are represented by a Book-Entry
Debenture, a record date shall be established for determining Holders of
Outstanding Debentures of such series entitled to vote at such meeting, which
record date shall be the close of business on the day the notice of the
meeting of Holders is given in accordance with Section 13.2. The Holders on
such record date, and their designated proxies, and only such Persons, shall
be entitled to vote at any meeting of Holders. To be entitled to vote at any
meeting of Holders a Person shall (a) be a Holder of one or more Debentures
of such series or (b) be a Person appointed by an instrument in writing as
proxy by a Holder of one or more Debentures of such series; provided,
however, that in the case of any meeting of Holders with respect to the
Debentures of any series all or part of which are represented by a Book-Entry
Debenture, only Holders, or their designated proxies, of record on the record
date established pursuant to Section 13.3 hereof shall be entitled to vote at
such meeting. The only Persons who shall be entitled to be present or to
speak at any meeting of Holders shall be the Persons entitled to vote at such
meeting and their counsel and any representatives of the Trustee and its
counsel and any representatives of the Company and its counsel.

SECTION 13.4 QUORUM; ACTION.

The Persons entitled to vote a majority in principal amount of the
Outstanding Debentures of any series shall constitute a quorum for a meeting
of Holders of Debentures of such series; provided, however, that if any
action is to be taken at such meeting with respect to a consent or waiver
which this Indenture expressly provides may be given by the Holders of a
specified percentage in aggregate principal amount of Outstanding Debentures
of such series that is less or greater than a majority in principal amount of
the Outstanding Debentures of such series, then, with respect to such action
(and only such action) the Persons entitled to vote such lesser or greater
percentage in principal amount of the Outstanding Debentures of such series
shall constitute a quorum. In the absence of a quorum within 30 minutes of
the time appointed for any such meeting, the meeting shall, if convened at
the request of Holders of Debentures of such series, be dissolved. In any
other case the meeting may be adjourned for a period of not less than 10 days
as determined by the chairman of the meeting prior to the adjournment of such
meeting. In the absence of a quorum at any such adjourned meeting, such
adjourned meeting may be further adjourned for a period of not less than 10
days as determined by the chairman of the meeting prior to the adjournment of
such adjourned meeting. Notice of the reconvening of any adjourned meeting
shall be given as provided in Section 13.2 (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 the percentage, as provided above, of
the principal amount of the outstanding Debentures of such series which shall
constitute a quorum. Notwithstanding the foregoing, no meeting of Holders
with respect to Debentures of any series which is represented in whole or in
part by a Book-Entry Debenture, shall be adjourned to a date more than 90
days after the record date for such meeting unless the

Trustee shall send out a new notice of meeting and establish, in accordance
with Section 13.3, a new record date for Holders entitled to vote at such
meeting.

Except as limited by the proviso to Section 9.2, 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 Debentures of such
series; provided, however, that, except as limited by the proviso to Section
9.2, any resolution with respect to any consent or waiver which this
Indenture expressly provides may be given by the Holders of a specified
percentage in aggregate principal amount of Outstanding Debentures of such
series that is less or greater than a majority in principal amount of the
Outstanding Debentures of such series may be adopted at a meeting or an
adjourned meeting duly convened and at which a quorum is present as aforesaid
only by the affirmative vote of the Holders of such specified percentage in
principal amount of the Outstanding Debentures of such series.

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

SECTION 13.5 DETERMINATION OF VOTING RIGHTS; CONDUCT AND ADJOURNMENT OF
MEETINGS.

(a) Notwithstanding any other provisions of this Indenture, the
Trustee may make such reasonable regulations as it may deem advisable for any
meeting of Holders of Debentures of any series in regard to proof of the
holding of Debentures 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 Debentures of such series shall be proved in the
manner specified in Section 1.4 and the appointment of any proxy shall be
proved in the manner specified in Section 1.4 or by having the signature of
the person executing the proxy witnessed or guaranteed by any trust company,
bank or banker authorized by Section 1.4 to certify to the holding of Bearer
Debentures of such series. Such regulations may provide that written
instruments appointing proxies, regular on their face, may be presumed valid
and genuine without the proof specified in Section 1.4 or other proof.

(b) The Trustee shall, by an instrument in writing, appoint a
temporary chairman of the meeting, unless the meeting shall have been called
by the Company or by Holders of Debentures of such series as provided in
Section 13.2(b), in which case the Company or the Holders of Debentures of
such series calling the meeting, as the case may be, shall in like manner
appoint a temporary chairman. A permanent chairman and a permanent secretary
of the meeting shall be elected by vote of the Persons entitled to vote a
majority in principal amount of the Outstanding Debentures of such series
represented at the meeting.

(c) At any meeting each Holder of a Debenture of such series or
proxy shall be entitled to one vote for each $ 1,000 principal amount of the
Outstanding Debentures of such series held or represented by him; provided,
however, that no vote shall be cast or counted at any meeting in respect of
any Debenture 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 Debenture of such series or proxy.

(d) Any meeting of Holders of Debentures of any series duly called
pursuant to Section 13.2 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 Debentures of such series represented at the meeting; and the
meeting may be held as so adjourned without further notice.

SECTION 13.6 COUNTING VOTES AND RECORDING ACTION OF MEETINGS.

The vote upon any resolution submitted to any meeting of Holders of
Debentures of any series shall be by written ballots on which shall be
subscribed the signatures of the Holders of Debentures of such series or of
their representatives by proxy and the principal amounts and serial numbers
of the Outstanding Debentures of such series held or represented by them. The
permanent chairman of the meeting shall appoint two inspectors of votes who
shall count all votes cast at the meeting for or against any resolution and
who shall make and file with the secretary of the meeting their verified
written reports in duplicate of all votes cast at the meeting. A record, at
least in duplicate, of the proceedings of each meeting of Holders of
Debentures of any series shall be prepared by the secretary of the meeting
and there shall be attached to said record the original reports of the
inspectors of votes on any vote by ballot taken thereat and affidavits by one
or more persons having knowledge of the facts setting forth a copy of the
notice of the meeting and showing that said notice was given as provided in
Section 13.2 and, if applicable, Section 13.4. 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 to be preserved by the Trustee, the latter to have attached
thereto the ballots voted at the meeting. Any record so signed and verified
shall be conclusive evidence of the matters therein stated.

ARTICLE XIV

CONVERSION OF DEBENTURES

SECTION 14.1 APPLICABILITY OF ARTICLE.

The provisions of this Article shall be applicable to the Debentures
of any series which are convertible into shares of Common Stock of the
Company, and the issuance of such shares of Common Stock upon the conversion
of Debentures of such series, except as otherwise specified as contemplated
by Section 3.1 for the Debentures of such series. The

terms and provisions applicable to the conversion of Debentures of any series
into securities of the Company (other than Common Stock) shall, if
applicable, be set forth in an Officers' Certificate or established in one or
more indentures supplemental hereto, prior to the issuance of Debentures of
such series in accordance with Section 3.1.

SECTION 14.2 EXERCISE OF CONVERSION PRIVILEGE.

In order to exercise a conversion privilege, the Holder of a
Debenture of any series with such a privilege shall surrender such Debenture
to the Company at the office or agency maintained for that purpose pursuant
to Section 10.2, accompanied by written notice to the Company that the Holder
elects to convert such Debenture or a specified portion thereof. Such notice
shall also state, if different from the name and address of such Holder, the
name or names (with address) in which the certificate or certificates for
shares of Common Stock which shall be issuable on such conversion shall be
issued. Debentures of such series surrendered for conversion shall (if so
required by the Company or the Trustee) be duly endorsed by or accompanied by
instruments of transfer in forms satisfactory to the Company and the Trustee
duly executed by the registered Holder or its attorney duly authorized in
writing; and, if expressly specified, as contemplated by Section 3.1, to be
applicable to any series of Debentures, Debentures of such series so
surrendered for conversion during the period from the close of business on
any Regular Record Date to the opening of business on the next succeeding
Interest Payment Date (excluding Debentures or portions thereof called for
redemption during such period) shall also be accompanied by payment in funds
acceptable to the Company of an amount equal to the interest payable on such
Interest Payment Date on the principal amount of such Debenture then being
converted, and such interest shall be payable to such registered Holder
notwithstanding the conversion of such Debenture, subject to the provisions
of Section 3.7 relating to the payment of Defaulted Interest by the Company.
As promptly as practicable after the receipt of such notice and of any
payment required pursuant to a Board Resolution and, subject to Section 3.1,
set forth, or determined in the manner provided, in an Officers' Certificate,
or established in one or more indentures supplemental hereto setting forth
the terms of the Debentures and the surrender of such Debentures in
accordance with such reasonable regulations as the Company may prescribe, the
Company shall issue and shall deliver, at the office or agency at which such
Debenture is surrendered, to such Holder or on its written order, a
certificate or certificates for the number of full shares of Common Stock
issuable upon the conversion of such Debenture (or specified portion
thereof), in accordance with the provisions of such Board Resolution,
Officers' Certificate or supplemental indenture, and cash as provided therein
in respect of any fractional share of such Common Stock otherwise issuable
upon such conversion. Such conversion shall be deemed to have been effected
immediately prior to the close of busi-

ness on the date on which such notice and such payment, if required, shall
have been received in proper order for conversion by the Company and such
Debenture shall have been surrendered as aforesaid (unless such Holder shall
have so surrendered such Debenture and shall have instructed the Company to
effect the conversion on a particular date following such surrender and such
Holder shall be entitled to convert such Debenture on such date, in which
case such conversion shall be deemed to be effected immediately prior to the
close of business on such date) and at such time the rights of the Holder of
such Debenture as such Debenture Holder shall cease and the person or persons
in whose name or names any certificate or certificates for shares of Common
Stock of the Company shall be issuable upon such conversion shall be deemed
to have become the holder or holders of record of the shares represented
thereby. Except as set forth above and subject to the final paragraph of
Section 3.7, no payment or adjustment shall be made upon any conversion on
account of any interest accrued on the Debentures of such series surrendered
for conversion or on account of any dividends on the Common Stock of the
Company issued upon such conversion.

In the case of any Debenture of any series which is converted in part
only, upon such conversion the Company shall execute and the Trustee shall
authenticate and make available for delivery to or on the order of the Holder
thereof, at the expense of the Company, a new Debenture or Debentures of such
series, of authorized denominations, in aggregate principal amount equal to
the unconverted portion of such Debenture.

SECTION 14.3 NO FRACTIONAL SHARES.

No fractional share of Common Stock of the Company shall be issued
upon conversions of Debentures of any series. If more than one Debenture of
such series shall be surrendered for conversion at one time by the same
Holder, the number of full shares which shall be issuable upon conversion
shall be computed on the basis of the aggregate principal amount of the
Debentures of such series (or specified portions thereof to the extent
permitted hereby) so surrendered. If, except for the provisions of this
Section 14, any Holder of a Debenture or Debentures of such series would be
entitled to a fractional share of Common Stock of the Company upon the
conversion of such Debenture or Debentures, or specified portions thereof,
the Company shall pay to such Holder an amount in cash equal to the current
market value of such fractional share computed, (a) if such Common Stock is
listed or admitted to unlisted trading privileges on a national securities
exchange, on the basis of the last reported sale price regular way on such
exchange on the last trading day prior to the date of conversion upon which
such a sale shall have been effected, or (b) if such Common Stock is not at
the time so listed or admitted to unlisted trading privileges on a national
securities exchange, on the basis of the average of the bid and asked prices
of such Common Stock in the over-the-counter market, on the last trading day
prior to the date of conversion, as reported by the National Quotation
Bureau, Incorporated or similar organization if the National Quotation
Bureau, Incorporated is no longer reporting such information, or if not so
available, the fair market price as determined by the Board of Directors. For
purposes of this Section, "trading day" shall mean each Monday, Tuesday,
Wednesday, Thursday and Friday other than any day on which the Common Stock
is not traded on the New York Stock Exchange, or if the Common Stock is not
traded on the New York Stock Exchange, on the principal exchange or market on
which the Common Stock is traded or quoted.

SECTION 14.4 ADJUSTMENT OF CONVERSION PRICE.

The conversion price of Debentures of any series that is convertible
into Common Stock of the Company shall be adjusted for any stock dividends,
stock splits, reclassification, combinations or similar transactions in
accordance with the terms of the supplemental indenture or Board Resolutions
setting forth the terms of the Debentures of such series.

Whenever the conversion price is adjusted, the Company shall compute
the adjusted conversion price in accordance with terms of the applicable
Board Resolution or supplemental indenture and shall prepare an Officers'
Certificate setting forth the adjusted conversion price and showing in
reasonable detail the facts upon which such adjustment is based, and such
certificate shall forthwith be filed at each office or agency maintained for
the purpose of conversion of Debentures of such series pursuant to Section
10.2 and, if different, with the Trustee. The Company shall forthwith cause a
notice setting forth the adjusted conversion price to be mailed, first class
postage prepaid, to each Holder of Debentures of such series at its address
appearing on the Debenture Register and to any conversion agent other than
the Trustee.

SECTION 14.5 NOTICE OF CERTAIN CORPORATE ACTIONS.

In case:

(a) the Company shall declare a dividend (or any other distribution)
on its Common Stock payable otherwise than in cash out of its retained
earnings (other than a dividend for which approval of any shareholders of the
Company is required); or

(b) the Company shall authorize the granting to the holders of its
Common Stock of rights, options or warrants to subscribe for or purchase any
shares of capital stock of any class or of any other rights (other than any
such grant for which approval of any shareholders of the Company is
required); or

(c) of any reclassification of the Common Stock of the Company
(other than a subdivision or combination of its outstanding shares of Common
Stock) or of any consolidation, merger or share exchange to which the Company
is a party and for which approval of any shareholders of the Company is
required, or of the sale of all or substantially all of the assets of the
Company; or

(d) of the voluntary or involuntary dissolution, liquidation or
winding up of the Company;

then the Company shall cause to be filed with the Trustee, and shall cause to
be mailed to all Holders at their last addresses as they shall appear in the
Debenture Register, at least 20 days (or 10 days in any case specified in
clause (a) or (b) above) prior to the applicable record date hereinafter
specified, a notice stating (i) the date on which a record is to be taken for
the

purpose of such dividend, distribution, rights, options or warrants, or, if a
record is not to be taken, the date as of which the holders of Common Stock
of record to be entitled to such dividend, distribution, rights, options or
warrants are to be determined, or (ii) the date on which such
reclassification, consolidation, merger, share exchange, sale, dissolution,
liquidation or winding up is expected to become effective, and the date as of
which it is expected that holders of Common Stock of record shall be entitled
to exchange their shares of Common Stock for securities, cash or other
property deliverable upon such reclassification, consolidation, merger, share
exchange, sale, dissolution, liquidation or winding up. If at any time the
Trustee shall not be the conversion agent, a copy of such notice shall also
forthwith be filed by the Company with the Trustee.

SECTION 14.6 RESERVATION OF SHARES OF COMMON STOCK.

The Company shall at all times reserve and keep available, free from
preemptive rights, out of its authorized but unissued Common Stock or
treasury shares, for the purpose of effecting the conversion of Debentures,
the full number of shares of Common Stock of the Company then issuable upon
the conversion of all outstanding Debentures of any series that has
conversion rights.

SECTION 14.7 PAYMENT OF CERTAIN TAXES UPON CONVERSION.

The Company will pay any and all taxes that may be payable in respect
of the issue or delivery of shares of its Common Stock on conversion of
Debentures pursuant hereto. The Company shall not, however, be required to
pay any tax which may be payable in respect of any transfer involved in the
issue and delivery of shares of its Common Stock in a name other than that of
the Holder of the Debenture or Debentures to be converted, and no such issue
or delivery shall be made unless and until the person requesting such issue
has paid to the Company the amount of any such tax, or has established, to
the satisfaction of the Company, that such tax has been paid.

SECTION 14.8 NONASSESSABILITY.

The Company covenants that all shares of Common Stock which may be
issued upon conversion of Debentures will upon issue in accordance with the
terms hereof be duly and validly issued and fully paid and nonassessable.

SECTION 14.9 EFFECT OF CONSOLIDATION OR MERGER ON CONVERSION PRIVILEGE.

Unless otherwise provided as contemplated by Section 3.1 with respect
to Debentures of any series, in case of any consolidation of the Company
with, or merger of the Company into or with any other Person, or in case of
any sale of all or substantially all of the assets of the Company, the
Company or the Person formed by such consolidation or the Person into which
the Company shall have been merged or the Person which shall have acquired
such assets, as the case may be, shall execute and deliver to the Trustee a
supple-

mental indenture providing that the Holder of each Debenture then outstanding
of any series that is convertible into Common Stock shall have the right,
which right shall be the exclusive conversion right thereafter available to
said Holder (until the expiration of the conversion right of such Debenture),
to convert such Debenture into the kind and amount of shares of stock or
other securities or property (including cash) receivable upon such
consolidation, merger or sale by a holder of the number of shares of Common
Stock into which such Debenture might have been converted immediately prior
to such consolidation, merger or sale, subject to compliance with the other
provisions of this Indenture, such Debenture and such supplemental indenture.
Such supplemental indenture shall provide for adjustments which shall be as
nearly equivalent as may be practicable to the adjustments provided for in
such Debenture. The above provisions of this Section shall similarly apply to
successive consolidations, mergers or sales. Unless otherwise provided as
contemplated by Section 3.1 with respect to Debentures of any series, it is
expressly agreed and understood that anything in this Indenture to the
contrary notwithstanding, if, pursuant to such merger, consolidation or sale,
holders of outstanding shares of Common Stock do not receive shares of common
stock of the surviving corporation but receive other securities, cash or
other property or any combination thereof, Holders of Debentures shall not
have the right to thereafter convert their Debentures into common stock of
the surviving corporation or the corporation which shall have acquired such
assets, but rather, shall have the right upon such conversion to receive the
other securities, cash or other property receivable by a holder of the number
of shares of Common Stock into which the Debentures held by such Holder might
have been converted immediately prior to such consolidation, merger or sale,
all as more fully provided in the first sentence of this Section 14.9.
Anything in this Section 14.9 to the contrary notwithstanding, the provisions
of this Section 14.9 shall not apply to a merger or consolidation of another
corporation with or into the Company pursuant to which both of the following
conditions are applicable: (i) the Company is the surviving corporation and
(ii) the outstanding shares of Common Stock are not changed or converted into
any other securities or property (including cash) or changed in number or
character or reclassified pursuant to the terms of such merger or
consolidation.

As evidence of the kind and amount of shares of stock or other
securities or property (including cash) into which Debentures may properly be
convertible after any such consolidation, merger or sale, or as to the
appropriate adjustments of the conversion prices applicable with respect
thereto, the Trustee shall be furnished with and may accept the certificate
or opinion of an independent certified public accountant with respect
thereto; and, in the absence of bad faith on the part of the Trustee, the
Trustee may conclusively rely thereon, and shall not be responsible or
accountable to any Holder of Debentures for any provision in conformity
therewith or approved by such independent certified accountant which may be
contained in said supplemental indenture.

SECTION 14.10 DUTIES OF TRUSTEE REGARDING CONVERSION.

Neither the Trustee nor any conversion agent shall at any time be
under any duty or responsibility to any Holder of Debentures of any series
that is convertible into Common

Stock to determine whether any facts exist which may require any adjustment
of the conversion price, or with respect to the nature or extent of any such
adjustment when made, or with respect to the method employed, whether herein
or in any supplemental indenture (or whether a supplemental indenture need be
entered into), any resolutions of the Board of Directors or written
instrument executed by one or more officers of the Company provided to be
employed in making the same. Neither the Trustee nor any conversion agent
shall be accountable with respect to the validity or value (or the kind or
amount) of any shares of Common Stock, or of any securities or property,
which may at any time be issued or delivered upon the conversion of any
Debentures and neither the Trustee nor any conversion agent makes any
representation with respect thereto. Neither the Trustee nor any conversion
agent shall be responsible for any failure of the Company to issue, transfer
or deliver any shares of Common Stock or stock certificates or other
securities or property upon the surrender of any Debenture for the purpose of
conversion or to comply with any of the covenants of the Company contained in
this Article XIV or in the applicable supplemental indenture, resolutions of
the Board of Directors or written instrument executed by one or more duly
authorized officers of the Company. All Debentures delivered for conversion
shall be delivered to the Trustee to be cancelled by or at the direction of
the Trustee, which shall dispose of the same as provided in Section 3.9.

SECTION 14.11 REPAYMENT OF CERTAIN FUNDS UPON CONVERSION.

Any funds which at any time shall have been deposited by the Company
or on its behalf with the Trustee or any other paying agent for the purpose
of paying the principal of, and premium, if any, and interest, if any, on any
of the Debentures (including funds deposited for the sinking fund referred to
in Article III hereof) and which shall not be required for such purposes
because of the conversion of such Debentures as provided in this Article XIV
shall after such conversion be repaid to the Company by the Trustee upon the
Company's written request.

ARTICLE XV

SUBORDINATION OF DEBENTURES

SECTION 15.1 DEBENTURES SUBORDINATE TO SENIOR INDEBTEDNESS.

The Company covenants and agrees, and each Holder of a Debenture, by
the Holder's acceptance thereof, likewise covenants and agrees, that, to the
extent and in the manner hereinafter set forth in this Article, the
indebtedness represented by the Debenture and the payment of the principal of
(and premium, if any) and interest on each and all of the Debentures are
hereby expressly made subordinate and junior in right of payment to the prior
payment in full of all Senior Indebtedness of the Company, whether
outstanding at the date of this Indenture or thereafter incurred. No
provision of this Article shall prevent the occurrence of any default or
Event of Default hereunder.

SECTION 15.2 PAYMENT OVER OF PROCEEDS UPON DISSOLUTION, ETC.

Upon any payment by the Company or distribution of assets of the
Company of any kind or character, whether in cash, property or securities, to
creditors upon any dissolution or winding-up or liquidation or reorganization
of the Company, whether voluntary or involuntary or in bankruptcy,
insolvency, receivership or other proceedings, all amounts due upon all
Senior Indebtedness of the Company shall first be paid in full, or payment
thereof provided for in money in accordance with its terms, before any
payment is made by the Company on account of the principal (and premium, if
any) or interest on the Debentures; and upon any such dissolution or
winding-up or liquidation or reorganization, any payment by the Company, or
distribution of assets of the Company of any kind or character, whether in
cash, property or securities, to which the Holders of the Debentures or the
Trustee would be entitled to receive from the Company, except for the
provisions of this Article, shall be paid by the Company or by any receiver,
trustee in bankruptcy, liquidating trustee, agent or other Person making such
payment or distribution, or by the Holders of the Debentures or by the
Trustee under the Indenture if received by them or it, directly to the
holders of Senior Indebtedness of the Company (pro rata to such holders on
the basis of the respective amounts of Senior Indebtedness held by such
holders, as calculated by the Company) or their representative or
representatives, or to the trustee or trustees under any indenture pursuant
to which any instruments evidencing such Senior Indebtedness may have been
issued, as their respective interests may appear, to the extent necessary to
pay such Senior Indebtedness in full, in money or money's worth, after giving
effect to any concurrent payment or distribution to or for the holders of
such Senior Indebtedness, before any payment or distribution is made to the
Holders of the Debentures or to the Trustee.

In the event that, notwithstanding the foregoing, any payment or
distribution of assets of the Company of any kind or character, whether in
cash, property or securities, prohibited by the foregoing, shall be received
by the Trustee before all Senior Indebtedness of the Company is paid in full,
or provision is made for such payment in money in accordance with its terms,
such payment or distribution shall be held in trust for the benefit of and
shall be paid over or delivered to the holders of such Senior Indebtedness or
their representative or representatives, or to the trustee or trustees under
any indenture pursuant to which any instruments evidencing such Senior
Indebtedness may have been issued, and their respective interests may appear,
as calculated by the Company, for application to the payment of all Senior
Indebtedness of the Company, as the case may be, remaining unpaid to the
extent necessary to pay such Senior Indebtedness in full in money in
accordance with its terms, after giving effect to any concurrent payment or
distribution to or for the benefit of the holders of such Senior Indebtedness.

For purposes of this Article only, the words "cash, property or
securities" shall not be deemed to include shares of stock of the Company as
reorganized or readjusted, or securities of the Company or any other
corporation provided for by a plan of reorganization or readjustment which
are subordinated in right of payment to all Senior Indebtedness which may at
the time be outstanding to substantially the same extent as, or to a greater
extent than,

the Debentures are so subordinated as provided in this Article. The
consolidation of the Company with, or the merger of the Company into, another
Person or the liquidation or dissolution of the Company following the
conveyance or transfer of its properties and assets substantially as an
entirety to another Person upon the terms and conditions set forth in Article
VIII shall not be deemed a dissolution, winding up, liquidation,
reorganization, assignment for the benefit of creditors or marshalling of
assets and liabilities of the Company for the purposes of this Section if the
Person formed by such consolidation or into which the Company is merged or
the Person which acquires by conveyance or transfer such properties and
assets substantially as an entirety, as the case may be, shall, as a part of
such consolidation, merger, conveyance or transfer, comply with the
conditions set forth in Article VIII.

SECTION 15.3 PRIOR PAYMENT TO SENIOR INDEBTEDNESS UPON ACCELERATION OF
DEBENTURES.

In the event that any Debentures are declared due and payable before
their Stated Maturity, then and in such event the holders of Senior
Indebtedness shall be entitled to receive payment in full of all amounts due
or to become due on or in respect of all Senior Indebtedness or provision
shall be made for such payment in cash, before the Holders of the Debentures
are entitled to receive any payment (including any payment which may be
payable by reason of the payment of any other indebtedness of the Company
being subordinated to the payment of the Debentures) by the Company on
account of the principal of (or premium, if any) or interest on the
Debentures or on account of the purchase or other acquisition of Debentures;
provided, however, that nothing in this Section shall prevent the
satisfaction of any sinking fund payment in accordance with Article XII by
delivering and crediting pursuant to Section 12.2 Debentures which have been
acquired (upon redemption or otherwise) prior to such declaration of
acceleration or which have been converted pursuant to Article XIV.

In the event that, notwithstanding the foregoing, the Company shall
make any payment to the Trustee or the Holder of any Debenture prohibited by
the foregoing provisions of this Section, and if such fact shall, at or prior
to the time of such payment, have been made known to the Trustee or, as the
case may be, such Holder, then and in such event such payment shall be paid
over and delivered forthwith to the Company.

The provisions of this Section shall not apply to any payment with
respect to which Section 14.2 would be applicable.

SECTION 15.4 NO PAYMENT WHEN SENIOR INDEBTEDNESS IN DEFAULT.

In the event and during the continuation of any default by the
Company in the payment of principal, premium, interest or any other payment
due on any Senior Indebtedness of the Company, as the case may be, beyond any
applicable grace period with respect thereto, or in the event that the
maturity of any Senior Indebtedness of the Company, as the case may be, has
been accelerated because of a default,

then, in any such case, no payment shall be made by the Company with respect
to the principal (including redemption and sinking fund payments) of, or
premium, if any, or interest on the Debentures until such default is cured or
waived or ceases to exist or any such acceleration or demand for payment has
been rescinded.

In the event that, notwithstanding the foregoing, any payment shall
be received by the Trustee when such payment is prohibited by the preceding
paragraph of this Section 15.4, such payment shall be held in trust for the
benefit of, and shall be paid over or delivered to, the holders of Senior
Indebtedness or their respective representatives, or to the trustee or
trustees under any indenture pursuant to which any of such Senior
Indebtedness may have been issued, as their respective interests may appear,
but only to the extent that the holders of the Senior Indebtedness (or their
representative or representatives or a trustee) notify the Trustee in writing
within 90 days of such payment of the amounts then due and owing on the
Senior Indebtedness and only the amounts specified in such notice to the
Trustee shall be paid to the holders of Senior Indebtedness.

SECTION 15.5 PAYMENT PERMITTED IN CERTAIN SITUATIONS.

Nothing contained in this Article or elsewhere in this Indenture or
in any of the Debentures shall prevent (a) the Company, at any time except
during the pendency of any dissolution, winding-up, liquidation or
reorganization of the Company, whether voluntary or involuntary or any
bankruptcy, insolvency, receivership or other proceedings of the Company
referred to in Section 15.2 or under the conditions described in Section 15.3
or 15.4, from making payments at any time of principal of, or premium, if
any, or interest on the Debentures, or (b) the application by the Trustee of
any money deposited with it hereunder to the payment of or on account of the
principal of, or premium, if any, or interest on the Debentures or the
retention of such payment by the Holders, if, at the time of such application
by the Trustee, it did not have knowledge that such payment would have been
prohibited by the provisions of this Article.

SECTION 15.6 SUBROGATION TO RIGHTS OF HOLDERS OF SENIOR INDEBTEDNESS.

Subject to the payment in full of all Senior Indebtedness or the
provision for such payment in cash or cash equivalents or otherwise in a
manner satisfactory to the holders of Senior Indebtedness, the rights of the
Holders of Debentures shall be subrogated to the extent of the payments or
distributions made to the holders of such Senior Indebtedness pursuant to the
provisions of this Article (equally and ratably with the holders of
indebtedness of the Company which by its express terms is subordinated to
indebtedness of the Company to substantially the same extent as the
Debentures are subordinated to the Senior Indebtedness and is entitled to
like rights of subrogation) to the rights of the holders of such Senior
Indebtedness to receive payments and distributions of cash, property and
securities applicable to the

Senior Indebtedness until the principal of (and premium, if any) and interest
on the Debentures shall be paid in full. For purposes of such subrogation,
no payments or distributions to the holders of the Senior Indebtedness of any
cash, property or securities to which the Holders of Debentures or the
Trustee would be entitled except for the provisions of this Article, and no
payments over pursuant to the provisions of this Article to or for the
benefit of the holders of Senior Indebtedness by Holders of Debentures or the
Trustee, shall, as among the Company, its creditors other than holders of
Senior Indebtedness and the Holders of Debentures, be deemed to be a payment
or distribution by the Company to or on account of the Senior Indebtedness.

SECTION 15.7 PROVISIONS SOLELY TO DEFINE RELATIVE RIGHTS.

The provisions of this Article are and are intended solely for the
purpose of defining the relative rights of the Holders of Debentures on the
one hand and the holders of Senior Indebtedness on the other hand. Nothing
contained in this Article or elsewhere in this Indenture or in the Debentures
is intended to or shall (a) impair, as among the Company, its creditors other
than holders of Senior Indebtedness and the Holders of Debentures, the
obligation of the Company, which is absolute and unconditional (and which,
subject to the rights under this Article of the holders of Senior
Indebtedness, is intended to rank equally with all other general obligations
of the Company), to pay to the Holders of Debentures the principal of (and
premium, if any) and interest on the Debentures as and when the same shall
become due and payable in accordance with their terms; or (b) affect the
relative rights against the Company of the Holders of Debentures and
creditors of the Company, as the case may be, other than the holders of
Senior Indebtedness; or (c) prevent the Trustee or the Holder of any
Debenture from exercising all remedies otherwise permitted by applicable law
upon default under this Indenture, subject to the rights, if any, under this
Article of the holders of Senior Indebtedness to receive cash, property and
securities otherwise payable or deliverable to the Trustee or such Holder.

SECTION 15.8 TRUSTEE TO EFFECTUATE SUBORDINATION.

Each Holder of a Debenture by such Holder's acceptance thereof
authorizes and directs the Trustee on such Holder's behalf to take such
action as may be necessary or appropriate to effectuate the subordination
provided in this Article and appoints the Trustee such Holder's
attorney-in-fact for any and all such purposes.

SECTION 15.9 NO WAIVER OF SUBORDINATION PROVISIONS.

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

Without in any way limiting the generality of the foregoing
paragraph, the holders of Senior Indebtedness may, at any time and from time
to time, without the consent of or notice to the Trustee or the Holders of
Debentures, without incurring responsibility to the Holders of Debentures and
without impairing or releasing the subordination provided in this Article or
the obligations hereunder of the Holders of Debentures to the holders of
Senior Indebtedness do any one or more of the following: (a) change the
manner, place or terms of payment or extend the time of payment of, or renew
or alter, Senior Indebtedness or otherwise amend or supplement in any manner
Senior Indebtedness or any instrument evidencing the same or any agreement
under which Senior Indebtedness is outstanding; (b) sell, exchange, release
or otherwise deal with any property pledged, mortgaged or otherwise securing
Senior Indebtedness; (c) release any Person liable in any manner for the
collection of Senior Indebtedness; and (d) exercise or refrain from
exercising any rights against the Company and any other Person.

SECTION 15.10 NOTICE TO TRUSTEE.

The Company shall give prompt written notice to a Responsible Officer
of the Trustee of any fact known to the Company which would prohibit the
making of any payment to or by the Trustee in respect of any Debentures
pursuant to the provisions of this Article. Notwithstanding the provisions
of this Article or any other provision of this Indenture, the Trustee shall
not be charged with knowledge of the existence of any facts which would
prohibit the making of any payment to or by the Trustee in respect of any
Debentures pursuant to the provisions of this Article, unless and until a
Responsible Officer of the Trustee shall have received written notice thereof
from the Company or a holder or holders of Senior Indebtedness or from any
trustee therefor; and, prior to the receipt of any such written notice, the
Trustee, subject to the provisions of Section 6.2, shall be entitled in all
respects to assume that no such facts exist; provided, however, that if the
Trustee shall have not received the notice provided for in this Section at
least two Business Days prior to the date upon which by the terms hereof any
money may become payable for any purpose (including, without limitation, the
payment of the principal of (or premium, if any) or interest on any
Debentures), then, anything herein contained to the contrary notwithstanding,
the Trustee shall have full power and authority to receive such money and to
apply the same to the purposes for which they were received, and shall not be
affected by any notice to the contrary that may be received by it within two
Business Days prior to such date.

Subject to the provisions of Section 6.2, the Trustee shall be
entitled to rely on the delivery to it of a written notice by a Person
representing himself to be a holder of Senior Indebtedness (or a trustee
therefor) to establish that such notice has been given by a holder of Senior
Indebtedness (or a trustee therefor). In the event that the Trustee
determines in good faith that further evidence is required with respect to
the right of any Person as a holder of Senior Indebtedness to participate in
any payment or distribution pursuant to this Article, the Trustee may request
such Person to furnish evidence to the reasonable satisfaction of the Trustee
as to the amount of Senior Indebtedness held by such Person, the extent to
which such Person is entitled to participate in such payment or distribution
and any

other facts pertinent to the rights of such Person under this Article, and if
such evidence is not furnished, the Trustee may defer any payment to such
Person pending judicial determination as to the right of such Person to
receive such payment.

SECTION 15.11 RELIANCE ON JUDICIAL ORDER OR CERTIFICATE OF LIQUIDATING AGENT.

Upon any payment or distribution of assets of the Company referred to
in this Article, the Trustee, subject to the provisions of Section 6.2, and
the Holders of Debentures shall be entitled to conclusively rely upon any
order or decree entered by any court of competent jurisdiction in which such
insolvency, bankruptcy, receivership, liquidation, reorganization,
dissolution, winding up or similar case or proceeding is pending, or a
certificate of the trustee in bankruptcy, receiver, liquidating trustee,
custodian, assignee for the benefit of creditors, agent or other Person
making such payment or distribution, delivered to the Trustee or to the
Holders of Debentures, for the purpose of ascertaining the Persons entitled
to participate in such payment or distribution, the holders of Senior
Indebtedness and other indebtedness of the Company, as the case may be, the
amount thereof or payable thereon, the amount or amounts paid or distributed
thereon and all other facts pertinent thereto or to this Article.

SECTION 15.12 TRUSTEE NOT FIDUCIARY FOR HOLDERS OF SENIOR INDEBTEDNESS.

With respect to the holders of Senior Indebtedness, the Trustee
undertakes to perform or to observe only such of its covenants and
obligations as are specifically set forth in this Article, and no implied
covenants or obligations with respect to the holders of such Senior
Indebtedness shall be read into the Indenture against the Trustee. The
Trustee shall not be deemed to owe any fiduciary duty to the holders of
Senior Indebtedness and shall not be liable to any such holders or creditors
if it shall in good faith pay over or distribute to Holders of Debentures or
to the Company or to any other Person cash, property or securities to which
any holders of Senior Indebtedness shall be entitled by virtue of this
Article or otherwise.

SECTION 15.13 RIGHTS OF TRUSTEE AS HOLDER OF SENIOR INDEBTEDNESS,
PRESERVATION OF TRUSTEE'S RIGHTS.

The Trustee in its individual capacity shall be entitled to all the
rights set forth in this Article with respect to any Senior Indebtedness
which may at any time be held by it, to the same extent as any other holder
of Senior Indebtedness and nothing in this Indenture shall deprive the
Trustee of any of its rights as such holder.

Nothing in this Article shall apply to claims of, or payments to, the
Trustee under or pursuant to Section 6.6.

SECTION 15.14 ARTICLE APPLICABLE TO PAYING AGENTS.

In case at any time any Paying Agent other than the Trustee shall have been
appointed by the Company and be then acting hereunder, the term "TRUSTEE" as
used in this Article shall in such case (unless the context otherwise
requires) be construed as extending to and including such Paying Agent within
its meaning as fully for all intents and purposes as if such Paying Agent
were named in this Article in addition to or in place of the Trustee;
PROVIDED, HOWEVER, that SECTION 14.13 shall not apply to the Company or any
Affiliate of the Company if it or such Affiliate acts as Paying Agent.

SECTION 15.15 CERTAIN CONVERSIONS DEEMED PAYMENT.

For the purposes of this Article only, (a) the issuance and delivery
of junior securities (or cash paid in lieu of fractional shares) upon
conversion of Debentures in accordance with Article XIV, or pursuant to the
terms set forth in an Officers' Certificate or established in one or more
indentures supplemental hereto in accordance with Section 3.1, shall not be
deemed to constitute a payment or distribution on account of the principal of
or premium or interest on Debentures or on account of the purchase or other
acquisition of Debentures, and (b) the payment, issuance or delivery of cash,
property or securities (other than junior securities and cash paid in lieu of
fractional shares) upon conversion of a Debenture shall be deemed to
constitute payment on account of the principal of such Debenture. For the
purposes of this Section, the term "junior securities" means (i) shares of
any stock of any class of the Company and (ii) securities of the Company
which are subordinated in right of payment to all Senior Indebtedness which
may be outstanding at the time of issuance or delivery of such securities to
substantially the same extent as, or to a greater extent than, the Debentures
are so subordinated as provided in this Article. Nothing contained in this
Article or elsewhere in this Indenture or in the Debentures is intended to or
shall impair, as among the Company, its creditors other than holders of
Senior Indebtedness and the Holders of Debentures, the right, which is
absolute and unconditional, of the Holder of any Debenture to convert such
Debenture in accordance with Article XIV.

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 as of the day and year first above written.

SUN HEALTHCARE GROUP, INC.

By: ___________________________
Name:
Title:

THE BANK OF NEW YORK

By: ___________________________
Name:
Title:

SUN HEALTHCARE GROUP, INC., as Issuer TO THE BANK OF NEW YORK, as Trustee Indenture

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