TO

Exhibit 4(b)(1)

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UNION TANK CAR COMPANY

XXXXXX TRUST AND SAVINGS BANK
Trustee

_________________________________

INDENTURE

Dated as of January 16, 1997

_________________________________

PROVIDING FOR ISSUANCE OF DEBT
SECURITIES IN SERIES

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UNION TANK CAR COMPANY

RECONCILIATION AND TIE BETWEEN INDENTURE DATED AS OF JANUARY 16, 1997
AND THE TRUST INDENTURE ACT OF 1939. THIS RECONCILIATION SECTION DOES NOT
CONSTITUTE PART OF THE INDENTURE.

TRUST INDENTURE ACT INDENTURE
OF 1939 SECTION SECTION
------------------ ---------

310(a)(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7.10
(a)(2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7.10
(a)(3) . . . . . . . . . . . . . . . . . . . . . . . . . . . . Inapplicable
(a)(4) . . . . . . . . . . . . . . . . . . . . . . . . . . . . Inapplicable
(b) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7.08; 7.10
(c) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Inapplicable
311(a). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7.11
(b) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7.11
(c) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Inapplicable
312(a). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2.07
(b) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10.03
(c) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10.03
313(a). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7.06
(b)(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . Inapplicable
(b)(2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4.03; 7.06
(c) . . . . . . . . . . . . . . . . . . . . . . . . . . 4.03; 7.06; 10.02
(d) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7.06
314(a). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4.03; 10.02
(b) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Inapplicable
(c)(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10.04
(c)(2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10.04
(c)(3) . . . . . . . . . . . . . . . . . . . . . . . . . . . . Inapplicable
(d) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Inapplicable
(e) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10.05
(f) . . . . . . . . . . . . . . . . . . . . . . . . . . . . Inapplicable
315(a). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7.01(b)
(b) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7.05; 10.02
(c) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7.01(a)
(d) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7.01(c)
(e) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6.11
316(a) (last sentence). . . . . . . . . . . . . . . . . . . . . . . . . 2.11
(a)(1)(A) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6.05
(a)(1)(B) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6.04
(a)(2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . Inapplicable
(b) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6.07
317(a)(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6.08
(a)(2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6.09
(b) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2.06
318(a). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10.01

3
THIS INDENTURE is dated as of January 16, 1997 between UNION TANK CAR
COMPANY, a Delaware corporation (hereinafter sometimes referred to as the
"Company"), and XXXXXX TRUST AND SAVINGS BANK, an Illinois banking corporation,
as trustee (hereinafter sometimes referred to as the "Trustee") sets forth
certain of its provisions in full and incorporates others by reference to
specified portions of the Trust Indenture Act of 1939, as amended, as in effect
on the date of this Indenture. The provisions as are set forth in full, the
provisions as are incorporated by reference and the provisions as are set forth
in all supplements hereto shall constitute a single instrument.

WHEREAS, the Company has duly authorized the execution and delivery of
this Indenture to provide for the issuance from time to time of its
"securities" as herein provided; and

WHEREAS, all things necessary to make this Indenture a valid and
binding agreement of the Company, in accordance with its terms, have been done;

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

ARTICLE I

DEFINITIONS, INCORPORATION BY REFERENCE
AND RULES OF CONSTRUCTION

SECTION 1.1. Definitions.

The terms defined in this Section 1.1. (except as herein otherwise
expressly provided or unless the context otherwise requires) for all purposes
of this Indenture and of any indenture supplemental hereto shall have the
respective meanings specified in this Section 1.1.

Affiliate: The term "Affiliate" means any Person
directly or indirectly controlling or
controlled by, or under direct or indirect
common control with, the Company.

Agent: The term "Agent" means any Paying Agent or
Registrar.

Authenticating Agent: The term "Authenticating Agent" means any
person or persons authorized by the Trustee
to act on behalf of the Trustee to
authenticate one or more Series of
Securities.

Authorized Newspaper: The term "Authorized Newspaper" means a
newspaper of general circulation, in the
official language of the country of
publication or in the English language,
customarily published on each business day.
Whenever successive weekly publications in an
Authorized Newspaper are required hereunder
they may be made (unless otherwise expressly

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provided herein) on the same or different
days of the week and in the same or
different Authorized Newspapers.

Board of Directors: The term "Board of Directors" means the Board
of Directors of the Company or any duly
authorized committee thereof.

Board Resolution: The term "Board Resolution" means a copy of a
resolution of the Board of Directors,
certified by the Secretary or an Assistant
Secretary of the Company to have been adopted
by the Board of Directors and to be in full
force and effect on the date of the
certificate, and delivered to the Trustee.

Business Day: The term "Business Day" means, except as may
otherwise be provided in the form of
Securities of any particular Series, with
respect to any Place of Payment, any day,
other than a Saturday or Sunday, that is not
a legal holiday, or a day on which banking
institutions are authorized or required by
law or regulation to close in that Place of
Payment, and with respect to Securities
denominated in a Foreign Currency, the
capital city of the country of such Foreign
Currency, and with respect to Securities
denominated in ECU, Brussels, Belgium.

Capital Stock: The term "Capital Stock" means any and all
shares (however designated) of corporate
stock now or hereafter outstanding.

CEDEL: The term "CEDEL" means Centrale de Livraisons
de Valeurs Mobilieres SA.

Company: The term "Company" means the party named as
such in this Indenture until a successor
replaces it pursuant to the applicable
provisions hereof and thereafter means the
successor.

Company Notice: The term "Company Notice" means the
confirmation of the Company, transmitted by
telex, telecopy or in writing to the Trustee
of the terms of the issuance of any
Securities issuable in Tranches.

Company Order or
Company Request: The term "Company Order" or "Company Request"
means an order or request signed by two
Officers or by any Officer and an Assistant
Treasurer or an Assistant Secretary of the
Company.

Consolidated Net Income: The term "Consolidated Net Income" means, for
any period, the consolidated net income of
the Company and its subsidiaries for such
period determined in accordance with GAAP.

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Consolidated Tangible
Net Worth: The term "Consolidated Tangible Net Worth"
means the consolidated shareholder's equity
of the Company and its subsidiaries, as
reflected on the consolidated balance sheet
of the Company prepared in accordance with
GAAP at the conclusion of the immediately
preceding fiscal quarter for which such
determination is made, less the amount of
intangible assets (including, without
limitation, franchises, patents and patent
applications, trademarks and brand names,
goodwill, research and development expenses,
and all write-ups in the book value of any
asset (excluding write-ups of assets
resulting from the application of principles
of purchase accounting with respect to
acquisitions made by the Company)).

Default: The term "Default" means any event which is,
or after notice or passage of time would be,
an Event of Default.

Depositary: The term "Depositary" means, with respect to
Securities of any Series offered for sale in
the United States and for which the Company
shall determine that such Securities will be
issued as a Global Security, The Depository
Trust Company, New York, New York, another
clearing agency or any successor registered
under the Securities Exchange Act of 1934, as
amended, or other applicable statute or
regulation, and with respect to Securities of
any Series which are offered for sale solely
outside of the United States,
[_________________________], [____________]
office as common depositary for Euro-clear
and CEDEL or any successor thereto, which in
each case shall be designated by the Company
pursuant to either Section 2.2 or 2.15.

Dollar: The term "Dollar" means the coin or currency
of the United States of America which
as of the time of payment is legal tender for
the payment of public and private debts.

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

Euro-clear: The term "Euro-clear" means Xxxxxx Guaranty
Trust Company of New York, Brussels office,
as operator of the Euro-clear System.

European Communities: The term "European Communities" means the
European Economic Community, the European
Coal and Steel Community and the European
Atomic Energy Community.

Exchange Rate
Officer's Certificate: The term "Exchange Rate Officer's
Certificate" means a telex or a certificate
setting forth the applicable Official ECU
Exchange Rate and the Dollar or Foreign
Currency amounts payable on the basis of such

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Official ECU Exchange Rate in respect of the
Principal of and interest on Registered
Securities, sent (in the case of a telex) or
signed (in the case of a certificate) by the
treasurer or any assistant treasurer of the
Issuer, and delivered to the Trustee.

Foreign Currency: The term "Foreign Currency" means a currency
issued by the government of any country other
than the United States of America.

GAAP: The term "GAAP" means, with respect to any
computation required or permitted hereunder,
generally accepted accounting principles in
the United States on the date of such
computation.

Global Security: The term "Global Security" means, with
respect to any Series of Securities, a
Security executed by the Company and
authenticated and delivered by the Trustee to
the Depositary or pursuant to the
Depositary's instruction, all in accordance
with this Indenture and pursuant to a Company
Order, which (i) shall be registered in the
name of the Depositary or its nominee and
(ii) shall represent, and shall be
denominated in an amount equal to the
aggregate Principal amount of, all of the
Outstanding Securities of such Series or,
pursuant to a Company Order, all of the
Outstanding Securities of such Series not
issued in definitive form.

Holder or Securityholder: The term "Holder" or "Securityholder" means a
bearer of an Unregistered Security or of a
coupon appertaining thereto, or a person in
whose name a Registered Security is
registered on the Registrar's books.

Indenture: The term "Indenture" means this Indenture as
amended or supplemented from time to time and
shall include the forms and terms of
particular Series of Securities established
as contemplated hereunder.

Investment: The term "Investment" means all loans,
advances, purchases of Capital Stock, capital
contributions and transfers of assets, and
all sales and other dispositions of assets
for consideration consisting of evidences of
indebtedness, Capital Stock or other
securities of the purchaser.

Officer: The term "Officer" means the President, any
Vice-President, the Treasurer, the Secretary
or the Controller of the Company.

Officers' Certificate: The term "Officers' Certificate" means a
certificate signed by two Officers or by any
Officer and an Assistant Treasurer or an
Assistant Secretary of the Company.

Official ECU Exchange Rate: The term "Official ECU Exchange Rate"
applicable to any currency with respect to
any payment to be made hereunder means the

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exchange rate between the ECU and such
currency reported by the Commission of
the European Communities (currently based on
the rates in effect at 2:30 p.m., Brussels
time, on the relevant exchange markets) or,
if such exchange rate ceases to be so
reported, then such exchange rate shall be
determined by the Trustee using, in its sole
discretion and without liability on its part,
quotations from one or more major banks in
New York City or such other quotations as the
Trustee shall deem appropriate, on the
applicable record date.

Opinion of Counsel: The term "Opinion of Counsel" means a written
opinion of legal counsel who is acceptable to
the Company and the Trustee. The counsel may
be an employee of or counsel to the Company.

Original Issue Discount
Security: The term "Original Issue Discount Security"
means any Security which provides for an
amount less than the stated Principal amount
thereof to be due and payable upon
declaration of acceleration of the maturity
thereof pursuant to Section 6.2.

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

Place of Payment: The term "Place of Payment," when used with
respect to the Securities of any Series,
means the Principal office of the Trustee in
Chicago and the office of any Paying Agent,
unless the Company shall have otherwise
instructed the Trustee in writing.

Principal: The term "Principal" of a Security means the
principal amount of the security plus, when
appropriate, the premium, if any, on the
security.

Principal office of
the Trustee: The term "Principal office of the Trustee,"
or other similar term, shall mean the
principal office of the Trustee at which at
any particular time its corporate trust
business shall be administered.

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

Redemption Price: The term "Redemption Price," when used with
respect to any Security to be redeemed, means
the price at which it is to be redeemed
pursuant to this Indenture.

Registered Security: The term "Registered Security" means any
Security issued hereunder and registered as
to Principal and interest by the Registrar.

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Related Parties: The term "Related Parties" means "related
parties" as defined in Rule 1.02 (t) of
Regulation S-X of the SEC as in effect on the
date hereof.

Responsible Officer: The term "Responsible Officer", when used
with respect to the Trustee, shall mean the
chairman or any vice-chairman of the board of
directors or trustees, the chairman or any
vice-chairman of the executive committee of
the board of directors or trustees, the
president, any vice president, the treasurer,
the secretary, any trust officer, any second
or assistant vice-president or any other
officer or assistant officer of the Trustee
customarily performing functions similar to
those performed by the persons who at the
time shall be such officers, respectively, or
to whom any corporate trust matter is
referred because of his knowledge of and
familiarity with a particular subject.

SEC: The term "SEC" means the Securities and
Exchange Commission.

Security: The term "Security" means any debenture, note
or other obligation of the Company issued,
authenticated and delivered under this
Indenture.

Series or Series
of Securities: The term "Series" or "Series of Securities"
means a series of Securities. Except in
Sections 2.1, 2.10 and 2.11 and Articles Six,
Seven, Nine and Ten, the terms "Series" or
"Series of Securities" shall also mean a
Tranche in the event that the applicable
Series may be issued in separate Tranches.

Stated Maturity: The term "Stated Maturity", when used with
respect to any Security or any installment of
Principal thereof or interest thereon, means
the date specified in such Security as the
fixed date on which the Principal of such
Security or such installment of Principal or
interest is due and payable.

Subsidiary: The term "Subsidiary" shall mean any
corporation of which the Company, or the
Company and one or more Subsidiaries, or any
one or more Subsidiaries, directly or
indirectly own voting securities entitling
the holders thereof to elect a majority of
the directors, either at all times or so long
as there is no default or contingency which
permits the holders of any other class or
classes of securities to vote for the
election of one or more directors.

TIA: The term "TIA" means the Trust Indenture Act
of 1939, as amended, as in effect on the date
of this Indenture.

Tranche: The term "Tranche" means all Securities of
the same Series which have the same issue
date, Stated Maturity, interest rate or
method of determining interest, and, in the
case of Original Issue Discount Securities,
which have the same issue price.

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Trustee: The term "Trustee" means the party named as
such in this Indenture until a successor
replaces it pursuant to the applicable
provisions hereof and thereafter means the
successor, and if, at any time, there is more
than one Trustee, "Trustee" as used with
respect to the Securities of any Series,
including all Tranches thereof, shall mean
the Trustee with respect to that Series,
including all Tranches thereof.

U.S. Government Obligations: The term "U.S. Government Obligations" means
securities which are (i) direct obligations
of the United States of America for the
payment of which its full faith and credit is
pledged, or (ii) obligations of a Person
controlled or supervised by and acting as an
agency or instrumentality of the United
States of America the payment of which is
unconditionally guaranteed as a full faith
and credit obligation by the United States of
America, which in either case are not
callable or redeemable at the option of the
issuer thereof. U.S. Government Obligations
shall also include a depositary receipt
issued by a bank or trust company as
custodian with respect to any such U.S.
Government Obligation or a specific payment
of interest on or principal of any such U.S.
Government Obligation held by such custodian
for the account of the holder of a depositary
receipt, provided, however, that (except as
required by law) such custodian is not
authorized to make any deduction from the
amount payable to the holder of such
depositary receipt from any amount received
by the custodian in respect of the U.S.
Government Obligation or the specific payment
of interest on or principal of the U.S.
Government Obligation evidenced by such
depositary receipt.

United States: The term "United States" means the United
States of America (including the States and
the District of Columbia), its territories,
its possessions and any other areas subject
to its jurisdiction.

U.S. Person: The term "U.S. Person" means a citizen or
resident of the United States, any
corporation, partnership or other entity
created or organized in or under the laws of
the United States or any political
subdivision thereof, or any estate or trust
the income of which is subject to United
States federal income taxation regardless of
its source.

Unregistered Security: The term "Unregistered Security" means any
Security issued hereunder which is not a
Registered Security.

Wholly-Owned Subsidiary: The term "Wholly-Owned Subsidiary" shall mean
a Subsidiary of which all of the stock
(other than directors' qualifying shares) is
at the time, directly or indirectly, owned by
the Company or by one or more Wholly-Owned
Subsidiaries of the Company or by the Company
and one or more Wholly-Owned Subsidiaries.

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Yield to Maturity: The term "Yield to Maturity" means the yield
to maturity, calculated by the Company at the
time of issuance of a Series of Securities
or, if applicable, at the most recent
determination of interest on such Series in
accordance with accepted financial practice.

SECTION 1.2. Other Definitions.

TERM SECTION
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"Account Holder" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2.16
"Bankruptcy Law" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6.1
"Component Currency" . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2.5
"Conversion Date" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2.5
"Custodian" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6.1
"Definitive Security" . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2.16
"Dollar Equivalent of the ECU" . . . . . . . . . . . . . . . . . . . . . . . 2.5
"Dollar Equivalent of the Foreign Currency" . . . . . . . . . . . . . . . . . 2.5
"Event of Default" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6.1
"Final Certificate" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2.16
"Legal Holiday" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10.7
"Market Exchange Rate" . . . . . . . . . . . . . . . . . . . . . . . . . . . 2.5
"Outstanding" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2.10
"Paying Agent" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2.4
"Permanent Global Security" . . . . . . . . . . . . . . . . . . . . . . . . . 2.16
"Registrar" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2.4
"Specified Amount" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2.5
"Temporary Global Security" . . . . . . . . . . . . . . . . . . . . . . . . . 2.16
"Valuation Date" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2.5

SECTION 1.3. Incorporation by Reference of Trust Indenture Act.

Whenever this Indenture refers to a provision of the TIA, such
provision is incorporated by reference in and made a part of this Indenture.
The following TIA terms used in this Indenture have the following meanings:

"Commission" means the SEC.

"indenture securities" means the Securities.

"indenture security holder" means a Holder or a Securityholder.

"indenture to be qualified" means this Indenture.

"indenture trustee" or "institutional trustee" means the Trustee.

"obligor" on the indenture securities means the Company.

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All other terms used in this Indenture which are defined in the TIA,
defined by SEC rule under the TIA or defined by TIA reference to the Securities
Act of 1933, as amended, shall (except as herein otherwise expressly provided
or unless the context otherwise requires) have the meanings assigned to such
terms in said TIA and in said Securities Act as in force at the date of this
Indenture as originally executed.

SECTION 1.4. Rules of Construction.

Unless the context otherwise requires:

(1) a term has the meaning assigned to it;

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

(3) "or" is not exclusive; and

(4) words in the singular include the plural, and words in
the plural include the singular.

ARTICLE II

THE SECURITIES

SECTION 2.1. Issuable in Series; Series Issuable in Tranches.

Subject to Section 2.9, the aggregate principal amount of Securities
which may be authenticated and delivered under this Indenture is unlimited.
The Securities may be issued in one or more Series. There may be Registered
Securities and Unregistered Securities within a Series and the Securities may
be subject to such restrictions, and contain such legends, as required by law
or as the Company deems necessary or appropriate. Except as provided in the
foregoing sentence, and except as to Series issuable in Tranches, all
Securities of a Series shall be identical in all respects except that
Securities of a Series with serial maturities may differ with respect to
maturity date, interest rate, redemption price and denomination. Securities of
different Series may differ in any respect; provided that all Series of
Securities shall be equally and ratably entitled to the benefits of this
Indenture.

Each Series may be issued in one or more Tranches. Except as provided
in the foregoing paragraph, all Securities of a Tranche shall have the same
issue date, Stated Maturity, interest rate or method of determining interest,
and, in the case of Original Issue Discount Securities, the same issue price.

SECTION 2.2. Establishment of Terms and Form of Series of Securities.

(a) At or prior to the issuance of any Series (including any Tranche)
of Securities, the following shall be established at the Company's discretion
either by or pursuant to a Board Resolution or by one or more indentures
supplemental hereto:

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(1) the title of the Securities of the Series (which title
shall distinguish the Securities of the Series from the Securities of
any other Series and from any other securities issued by the Company);

(2) any limit upon the aggregate principal amount of the
Securities of the Series (or any limit upon the total aggregate
principal amount of more than one specified Series) which may be
authenticated and delivered under this Indenture (which limit shall
not pertain to Securities authenticated and delivered upon
registration of transfer of, or in exchange for, or in lieu of, other
Securities of the Series pursuant to Section 2.8, 2.9, 2.12, 3.6 or
9.5);

(3) the date or dates on which the Principal of the
Securities of the Series is payable;

(4) the rate or rates, which may be fixed or variable, at
which the Securities of the Series shall bear interest, if any, or the
method of calculating such rate or rates of interest, the date or
dates from which such interest shall accrue, the dates on which such
interest shall be payable and, with respect to Registered Securities,
the record date for the interest payable on any interest payment date;

(5) the place or places where the Principal of and interest,
if any, and additional amounts, if any, on Securities of the Series
shall be payable (if other than Place of Payment);

(6) the period or periods within which, the price or prices
at which, and the terms and conditions upon which, Securities of the
Series may be redeemed, in whole or in part, if at all;

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

(8) if in other than denominations of $1,000 and any integral
multiple thereof, the denominations, which may be in Dollars, any
Foreign Currency or ECU, in which Securities of the Series shall be
issuable;

(9) if other than the principal amount thereof, the portion
of the principal amount of Securities of the Series which shall be
payable upon declaration of acceleration of the maturity thereof
pursuant to Section 6.2 or provable in bankruptcy pursuant to Section
6.3;

(10) whether Securities of the Series shall be issuable as
Registered Securities or Unregistered Securities (with or without
interest coupons), or both, and any restrictions applicable to the
offering, sale or delivery of Securities and whether, and the terms
upon which, Unregistered Securities of a Series may be exchanged for
Registered Securities of the same Series and vice versa;

(11) whether and under what circumstances Securities of the
Series shall be convertible into, or exchangeable for, Securities of
any other Series or any other securities of the Company or any
Affiliate of the Company;

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(12) whether Securities of the Series are issuable as, or
exchangeable for, one or more Global Securities and, in such case,
whether interests in such Global Security or Global Securities shall
be exchangeable for definitive Securities, and the identity of the
Depositary with respect to such Series;

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

(14) the form of the Securities (or forms thereof if
Unregistered and Registered Securities shall be issuable in such
Series), including such legends as required by law or as the Company
deems necessary or appropriate, the form of any coupons or Temporary
Global Security which may be issued and the forms of any certificates
which may be required hereunder or which the Company may require in
connection with the offering, sale, delivery or exchange of
Unregistered Securities;

(15) the monies or currency units in which payments of
interest or Principal are payable with respect to the Securities;

(16) whether Securities of the Series are issuable in Tranches: and

(17) whether the principal amount of the Securities of the
Series payable at maturity is to be determined by the relationship
between a denominated currency and another currency; and

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

(b) If the terms and form or forms of any Series of Securities are
established by or pursuant to a Board Resolution, the Company shall deliver a
copy of such Board Resolution to the Trustee prior to the issuance of such
Series together with (1) the form or forms of Securities which have been
approved attached thereto, or (2) if such Board Resolution authorizes a
specific Officer or Officers to approve the terms and form or forms of the
Securities, a certificate of such Officer or Officers approving the terms and
form or forms of Securities with such form or forms of Securities attached
thereto.

SECTION 2.3. Execution, Authentication and Delivery.

(a) Securities shall be executed on behalf of the Company by its
President or a Vice-President, and by its Treasurer or an Assistant Treasurer
or its Secretary or an Assistant Secretary. Signatures shall be manual or
facsimile. The Company's seal shall be reproduced on the Securities and may,
but need not, be attested. The coupons of Unregistered Securities shall bear
the facsimile signature of the Treasurer or an Assistant Treasurer of the
Company.

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(b) If an Officer, an Assistant Treasurer or an Assistant Secretary
whose signature is on a Security or coupon no longer holds that office at the
time the Security is authenticated, the Security or coupon shall be valid and
binding nevertheless.

(c) A Security shall not be valid until authenticated by the manual
signature of the Trustee or an Authenticating Agent and no coupon shall be
valid until the Security to which it appertains has been so authenticated.
Such signature shall be conclusive evidence that the Security has been
authenticated under this Indenture. Each Unregistered Security shall be dated
as provided in connection with the establishment of the Series thereof or, if
no such date is so specified, the date of its original issuance and each
Registered Security shall be dated the date of its authentication.

(d) The Trustee shall at any time, and from time to time,
authenticate and deliver Securities of any Series executed and delivered by the
Company for original issue, upon receipt by the Trustee of (i) a Company Order
for the authentication and delivery of such Securities, (ii) if the terms and
form or forms of the Securities of such Series have been established by or
pursuant to a Board Resolution as permitted by Section 2.2, a copy of such
Board Resolution and any certificate that may be required pursuant to Section
2.2(b) and (iii) an Opinion of Counsel stating:

(1) if the form of such Securities has been established by or
pursuant to a Board Resolution as permitted by Section 2.2, that such
form has been established in conformity with the provisions of this
Indenture;

(2) if the terms of such Securities have been established by
or pursuant to a Board Resolution as permitted by Section 2.2, that
such terms have been established in conformity with the provisions of
this Indenture; and

(3) that such Securities, when authenticated and delivered by
the Trustee and issued by the Company in the manner and subject to any
conditions specified in such Opinion of Counsel, will constitute valid
and legally binding obligations of the Company, enforceable in
accordance with their terms, subject to bankruptcy, insolvency,
reorganization and other laws of general applicability relating to or
affecting the enforcement of creditors' rights and to general equity
principles;

provided, however, that in the case of any Series issuable in Tranches, if the
Trustee has previously received the documents referred to in Section 2.3(d)
(i), (ii) and (iii) with respect to any Tranche of such Series, the Trustee
shall authenticate and deliver Securities of such Series executed and delivered
by the Company for original issue upon receipt by the Trustee of the applicable
Company Notice.

Notwithstanding the foregoing, until the Company has delivered an
Officers' Certificate to the Trustee and the Registrar stating that, as a
result of the action described, the Company would not suffer adverse
consequences under the provisions of United States law or regulations in effect
at the time of the delivery of Unregistered Securities, (i) delivery of
Unregistered Securities will be made only outside the United States and (ii)
Unregistered Securities will be released in definitive form, whether in the
form of a Global Security or otherwise, to the person entitled to physical
delivery thereof only upon presentation of a certificate in the form prescribed
by the Company in such Officers' Certificate.

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(e) The aggregate Principal amount of Securities of any Series
outstanding at any time may not exceed any limit upon the maximum Principal
amount for such Series set forth in the Board Resolution (or certificate of an
Officer or Officers) or supplemental indenture pursuant to Section 2.2.

(f) At any time the Trustee may appoint an Authenticating Agent or
Agents with respect to one or more Series of Securities which Authenticating
Agent shall be authorized to act on behalf of the Trustee to authenticate
Securities of such Series, and Securities so authenticated shall be entitled to
the benefits of this Indenture and shall be valid and obligatory for all
purposes as if authenticated by the Trustee hereunder. Wherever reference is
made in this Indenture to the authentication and delivery of Securities by the
Trustee or the Trustee's certificate of authentication, such reference shall be
deemed to include authentication and delivery on behalf of the Trustee by an
Authenticating Agent and a certificate of authentication executed on behalf of
the Trustee by an Authenticating Agent. Each Authenticating Agent shall be
acceptable to the Company.

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, the Trustee may appoint a
successor Authenticating Agent which shall be acceptable to the Company. 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.

The Company agrees to pay to each Authenticating Agent from time to
time (unless such Authenticating Agent shall otherwise agree) reasonable
compensation for its services under this Section.

SECTION 2.4. Registrar and Paying Agent.

The Company may maintain in the Borough of Manhattan, The City of New
York, State of New York, an office or agency where, unless otherwise restricted
by the provisions of Section 2.15, Registered Securities may be presented for
registration of transfer or for exchange ("Registrar") and an office or agency
where (subject to Sections 2.5(c) and 2.8(b)) Securities may be presented for
payment or, in the case of Unregistered Securities, for exchange ("Paying
Agent"). With respect to any Series of Securities issued in whole or in part
as Unregistered Securities, the Company shall maintain one or more Paying
Agents located outside the United States and shall maintain such Paying Agents
for a period of two years after the Principal of such Unregistered Securities
has become due and payable. During any period thereafter for which it is
necessary in order to conform to United States tax law or regulations, the
Company shall maintain a Paying Agent outside the United States to which the
Unregistered Securities or coupons appertaining thereto may be presented for
payment and will provide the necessary funds therefor to such Paying Agent upon
reasonable notice. The Registrar shall keep a register with respect to each
Series of Securities issued in whole or in part as Registered Securities and to
their transfer and exchange. The Company may appoint one or more co-Registrars
and one or more additional Paying Agents for each Series of Securities and the
Company may terminate the appointment of any co-Registrar or Paying Agent at
any time upon written notice. The term "Registrar" includes any co-Registrar.
The term "Paying Agent" includes any additional Paying Agent. The Company
shall notify the Trustee of the name and address of any Agent not a party to

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this Indenture. If the Company fails to maintain a Registrar or Paying Agent,
the Trustee shall act as such.

SECTION 2.5. Currency and Manner of Payments in Respect of Securities.

(a) With respect to Securities denominated in Dollars or Foreign
Currency and with respect to Registered Securities denominated in ECU with
respect to which the Holders of such Securities have not made the election
provided for in paragraph (b) below, the following payment provisions shall
apply:

(1) Except as provided in subparagraph (a) (2) below, in
paragraphs (e) and (j) below, in the applicable Company Notice, if
any, or in the form or forms of any Series of Security, payment of the
Principal of any Security will be made at the Place of Payment by
delivery of a check in the currency in which the Security is
denominated on the payment date against surrender of such Security,
and any interest on any Security which is a Registered Security will
be paid at the Place of Payment by mailing a check in the currency in
which the Securities were issued to the Person entitled thereto at the
address of such Person appearing on the Security register. Unless
otherwise provided in the Board Resolution establishing a Series or in
the applicable Company Notice, if any, interest on any Security which
is an Unregistered Security will be paid in the currency in which the
Securities were issued in accordance with the provisions of
subparagraph (c) below.

(2) Payment of the Principal of and interest on such Security
may also, subject to applicable laws and regulations, be made at such
other place or places as may be designated by the Company by any
appropriate method.

(b) With respect to Registered Securities denominated in ECU, the
following payment provisions shall apply, except as otherwise provided in
paragraphs (e) and (f) below:

(1) The Board of Directors may provide that with respect to
any Series of such Securities that Holders shall have the option to
receive payments of Principal of and interest on such Security in any
of the currencies which may be designated for such election in such
Security by delivering to the Trustee and the Company a written
election, to be in form and substance satisfactory to the Trustee and
the Company, not later than the close of business on the record date
immediately preceding the applicable payment date. Such election will
remain in effect for such Holder until changed by the Holder by
written notice to the Trustee (but any such change must be made not
later than the close of business on the record date immediately
preceding the next payment date to be effective for the payment to be
made on such payment date and no such change may be made with respect
to payments to be made on any Security with respect to which notice of
redemption has been given by the Company pursuant to Article Three).
Any Holder of any such Security who shall not have delivered any such
election to the Trustee not later than the close of business on the
applicable record date will be paid the amount due on the applicable
payment date in ECU as provided in paragraph (a) of this Section 2.5.
Payment of Principal shall be made on the payment date against
surrender of such Securities. Payment of Principal and interest shall
be made at the Place of Payment by mailing at such location a check in
the applicable currency to the Person entitled thereto at the address
of such Person appearing on the Security register.

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(2) Payment of the Principal of and interest on such Security
may also, subject to applicable laws and regulations, be made at such
other place or places as may be designated by the Company.

(c) To the extent provided in the Securities of a Series, (i)
interest, if any, on Unregistered Securities shall be paid only against
presentation and surrender of the coupons for such interest installments as are
evidenced thereby as they mature and (ii) original issue discount (as defined
in Section 1273 of the Internal Revenue Code of 1986 as it may be amended from
time to time), if any, on Unregistered Securities shall be paid only against
presentation and surrender of such Securities, in either case at the office of
a Paying Agent located outside of the United States, unless the Company shall
have otherwise instructed the Trustee in writing and only in the currency in
which the Security is denominated (except as provided in paragraph (e) below).
Principal of Unregistered Securities shall be paid only against presentation
and surrender thereof as provided in the Securities of a Series and only in the
currency in which the Security is denominated (except as provided in paragraph
(e) below, the Board Resolution establishing such Series, or the applicable
Company Notice, if any). If at the time a payment of Principal or interest, if
any, or original issue discount, if any, on an Unregistered Security or coupon
shall become due, the payment of the full amount so payable at the office or
offices of all the Paying Agents is illegal or effectively precluded because of
the imposition of exchange controls or other similar restrictions on the
payment of such amount in Dollars or Foreign Currency, then the Company may
instruct the Trustee to make such payments at the office of a Paying Agent
located in the United States, provided that provision for such payment in the
United States would not cause such Unregistered Security to be treated as a
"registration-required obligation" under United States tax law and regulations.

(d) Not later than the fourth Business Day after the record date for
each payment date, the Trustee will deliver to the Company a written notice
specifying the aggregate amounts of Principal of and interest on the Securities
to be made on such payment date, specifying the amounts so payable in respect
of the Registered and the Unregistered Securities and the currencies or
currency units in which such payments are to be made. If the Board of
Directors has provided for the election referred to in paragraph (b) above and
if at least one Holder has made such election, then not later than the eighth
Business Day following each record date the Company will deliver to the Trustee
an Exchange Rate Officer's Certificate in respect of the Dollar or Foreign
Currency payments to be made on such payment date. The Dollar or Foreign
Currency amount receivable by Holders of Registered Securities denominated in
ECU who have elected payment in such currency as provided in paragraph (b)
above shall be determined by the Company on the basis of the applicable
Official ECU Exchange Rate set forth in the applicable Exchange Rate Officer's
Certificate.

(e) If the Foreign Currency in which any payments of Principal or
interest are to be made ceases to be used both by the government of the country
which issued such currency and for the settlement of transactions by public
institutions of or within the international banking community, or if the ECU
ceases to be used both within the European Monetary System and for the
settlement of transactions by public institutions of or within the European
Communities, then with respect to each date for the payment of Principal of and
interest on the applicable Securities occurring after the last date on which
the Foreign Currency or ECU was so used (the "Conversion Date"), the Dollar
shall be the currency of payment for use on each such payment date. The Dollar
amount to be paid by the Company to the Trustee and by the Trustee or any
Paying Agent to the Holders of such Securities with respect to such payment
date shall be the Dollar Equivalent of the Foreign Currency or, in the

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case of ECU, the Dollar Equivalent of the ECU as determined by the Trustee as
of the record date (the "Valuation Date") in the manner provided in paragraphs
(g) or (h) below.

(f) If the Holder of a Registered Security with respect to which
payments of Principal or interest are to be made in ECU elects payment in a
specified Foreign Currency as provided for by paragraph (b) and such Foreign
Currency ceases to be used both by the government of the country which issued
such currency and for the settlement of transactions by public institutions of
or within the international banking community, such Holder shall receive
payment in ECU, and if ECU ceases to be used both within the European Monetary
System and for the settlement of transactions by public institutions of or
within the European Communities, such Holder shall receive payment in Dollars.

(g) The "Dollar Equivalent of the Foreign Currency" shall be
determined by the Bank of Montreal--Foreign Exchange Desk as of each Valuation
Date and shall be obtained by converting the specified Foreign Currency into
Dollars at the Market Exchange Rate on the Valuation Date.

(h) The "Dollar Equivalent of the ECU" shall be determined by the
Bank of Montreal--Foreign Exchange Desk as of each Valuation Date and shall be
the sum obtained by adding together the results obtained by converting the
Specified Amount of each Component Currency into Dollars at the Market Exchange
Rate on the Valuation Date for such Component Currency.

(i) For purposes of this Section 2.5 the following terms shall have
the following meanings:

A "Component Currency" shall mean any currency which, on the
Conversion Date, was a component currency of the ECU.

A "Specified Amount" of a Component Currency shall mean the number of
units or fractions thereof which such Component Currency represented in the ECU
on the Conversion Date. If after the Conversion Date the official unit of any
Component Currency is altered by way of combination or subdivision, the
Specified Amount of such Component Currency shall be divided or multiplied in
the same proportion. If after the Conversion Date two or more Component
Currencies are consolidated into a single currency, the respective Specified
Amounts of such Component Currencies shall be replaced by an amount in such
single currency equal to the sum of the respective Specified Amounts of such
consolidated Component Currencies expressed in such single currency, and such
amount shall thereafter be a Specified Amount and such single currency shall
thereafter be a Component Currency. If after the Conversion Date any Component
Currency shall be divided into two or more currencies, the Specified Amount of
such Component Currency shall be replaced by specified amounts of such two or
more currencies, the sum of which, at the Market Exchange Rate of such two or
more currencies on the date of such replacement, shall be equal to the
Specified Amount of such former Component Currency divided by the number of
currencies into which such Component Currency was divided, and such amounts
shall thereafter be Specified Amounts and such currencies shall thereafter be
Component Currencies.

"Market Exchange Rate" shall mean for any currency the noon Dollar
buying rate for that currency for cable transfers quoted in New York City on
the Valuation Date as quoted by the Federal Reserve Bank of New York. If such
rates are not available for any reason with respect to one or more currencies
for which an Exchange Rate is required, the Bank of Montreal--Foreign Exchange
Desk shall use, in its sole discretion and without liability on its part, such
quotation of the Federal Reserve Bank of New York as of the most recent
available date, or quotations from one or more

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major banks in New York City or in the country of issue of the currency in
question, or such other quotations as the Trustee shall deem appropriate.
Unless otherwise specified by the Trustee, if there is more than one market for
dealing in any currency by reason of foreign exchange regulations or otherwise,
the market to be used in respect of such currency shall be that upon which a
nonresident issuer of securities designated in such currency would purchase
such currency in order to make payments in respect of such securities.

All decisions and determinations of the Bank of Montreal--Foreign
Exchange Desk regarding the Dollar Equivalent of the Foreign Currency, the
Dollar Equivalent of the ECU and the Market Exchange Rate shall be in its sole
discretion and shall, in the absence of manifest error, be conclusive for all
purposes and irrevocably binding upon the Company and all Holders of the
Securities. In the event that the Foreign Currency ceases to be used both by
the government of the country which issued such currency and for the settlement
of transactions by public institutions of or within the international banking
community, the Company, after learning thereof, will immediately give notice
thereof to the Trustee (and the Trustee will promptly thereafter give notice in
the manner provided in Section 10.2 to the Holders) specifying the Conversion
Date. In the event the ECU ceases to be used both within the European Monetary
System and for the settlement of transactions by public institutions of or
within the European Communities, the Company, after learning thereof, will
immediately give notice thereof to the Trustee (and the Trustee will promptly
thereafter give notice in the manner provided in Section 10.2 to the Holders)
specifying the Conversion Date and the Specified Amount of each Component
Currency on the Conversion Date. In the event of any subsequent change in any
Component Currency as set forth in the definition of Specified Amount above,
the Company, after learning thereof, will similarly give notice to the Trustee
(and the Trustee will promptly thereafter give notice in the manner provided in
Section 10.2 to the Holders).

The Trustee shall be fully justified and protected in relying on and
acting upon the information so received by it from the Company and shall not
otherwise have any duty or obligation to determine such information
independently.

(j) Principal and interest payable on a Security represented by an
interest in a Temporary Global Security pursuant to Section 2.16 will not be
paid until the Holder thereof exchanges the appropriate portion of such
Temporary Global Security for an interest in the Permanent Global Security
except as provided in the next paragraph.

Interest, if any, payable on a Security represented by a Temporary
Global Security in respect of an interest payment date occurring prior to the
Exchange Date will be paid to Euro-clear and CEDEL, as the case may be, with
respect to that portion of such Temporary Global Security held for its account;
provided, however, that no interest will be paid to Euroclear and CEDEL, as the
case may be, until delivery by it to the Trustee of a certificate in form and
substance acceptable to the Company, dated no earlier than such interest
payment date. Such a certificate of Euro-clear or CEDEL, as the case may be,
shall be based on certificates of their Account Holders in form and substance
acceptable to the Company, and dated no earlier than 5 days prior to such
interest payment date. The delivery to the Trustee by Euro- clear or CEDEL of
any such certificate may be relied upon by the Company and the Trustee as
conclusive evidence that a corresponding certificate or certificates has or
have been delivered to Euro-clear or CEDEL, as the case may be, pursuant to the
terms of this Indenture. Each of Euro-clear or CEDEL will in such
circumstances credit the interest received by it in respect of such Security
represented by such Temporary Global Security to the accounts of or for the
beneficial owners thereof.

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The Permanent Global Securities will provide that interest, if any,
payable in respect of any interest payment date will be paid to each of
Euro-clear and CEDEL with respect to that portion of such Permanent Global
Security held for its account. Each of Euro-clear and CEDEL will in such
circumstances credit the interest received by it in respect of such Permanent
Global Security to the accounts of or for the beneficial owners thereof.

Interest, if any, will be payable in respect of Definitive Securities
upon the presentation and surrender of the appropriate coupons appertaining
thereto.

(k) Notwithstanding anything contained herein to the contrary, any
payment of principal of or interest on any Security may be made in the manner
specified on the form of such Security.

SECTION 2.6. Paying Agent to Hold Money in Trust.

The Company shall require each Paying Agent other than the Trustee to
agree in writing that the Paying Agent will hold in trust, for the benefit of
Securityholders of any or all Series of Securities, or the Trustee, all money
held by the Paying Agent for the payment of principal of or interest on such
Series of Securities, and that the Paying Agent will notify the Trustee of any
default by the Company in the making of any such payment. While any such
default continues, the Trustee may require a Paying Agent to pay all money held
by it to the Trustee. If the Company or a subsidiary thereof acts as Paying
Agent, it shall segregate the money held by it for the payment of principal or
interest on any Series of Securities and hold such money as a separate trust
fund. The Company at any time may require a Paying Agent to pay all money held
by it to the Trustee. Upon so doing the Paying Agent shall have no further
liability for the money so paid.

SECTION 2.7. Securityholder Lists; Ownership of Securities.

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

(b) Ownership of Registered Securities of a Series shall be proved by
the register for such Series kept by the Registrar. Ownership of Unregistered
Securities may be proved by the production of such Unregistered Securities or
by a certificate or affidavit executed by the person holding such Unregistered
Securities or by a depositary with whom such Unregistered Securities were
deposited, if the certificate or affidavit is satisfactory to the Trustee. The
Company, the Trustee and any agent of the Company may treat the bearer of any
Unregistered Security or coupon and the person in whose name a Registered
Security is registered as the absolute owner thereof for all purposes.

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SECTION 2.8. Transfer and Exchange.

(a) Where Registered Securities of a Series are presented to the
Registrar with a request to register their transfer or to exchange them for an
equal principal amount of Registered Securities of the same Series and date of
maturity of other authorized denominations, the Registrar shall, unless
otherwise restricted by the provisions of Section 2.15, register the transfer
or make the exchange if its customary requirements for such transactions are
met.

(b) If both Registered and Unregistered Securities are authorized for
a Series of Securities and the terms of such Securities permit, (i)
Unregistered Securities may be exchanged for an equal principal amount of
Registered or Unregistered Securities of the same Series and date of maturity
in any authorized denominations upon delivery to the Registrar (or a Paying
Agent, if the exchange is for Unregistered Securities) of the Unregistered
Security with all unmatured coupons and all matured coupons in default
appertaining thereto and if all other requirements of the Registrar (or such
Paying Agent) and such Securities for such exchange are met, and (ii)
Registered Securities may be exchanged for an equal principal amount of
Unregistered Securities of the same Series and date of maturity in any
authorized denominations (except that any coupons appertaining to such
Unregistered Securities which have matured and have been paid shall be
detached) upon delivery to the Registrar of the Registered Securities and if
all other requirements of the Registrar (or such Paying Agent) and such
Securities for such exchange are met.

Notwithstanding the foregoing, the exchange of Unregistered Securities
for Registered Securities or Registered Securities for Unregistered Securities
will be subject to the satisfaction of the provisions of United States laws and
regulations in effect at the time of such exchange, and no exchange of
Registered Securities for Unregistered Securities will be made until the
Company has notified the Trustee and the Registrar that, as a result of such
exchange, the Company would not suffer adverse consequences under such law or
regulations.

(c) To permit registrations of transfers and exchanges, the Trustee
shall, unless otherwise restricted by the provisions of Section 2.15,
authenticate Securities upon surrender of Securities for registration of
transfer or for exchange as provided in this Section. The Company will make
any charge for any registration of transfer or exchange but may require the
payment by the party requesting such registration of transfer exchange of a sum
sufficient to cover any tax or other governmental charge payable in connection
therewith, but not for any exchange pursuant to Section 2.12, 3.6 or 9.5.

(d) Neither the Company nor the Registrar shall be required (i) to
issue, register the transfer of or exchange Securities of any Series for the
period of 15 days immediately preceding the selection of any such Securities to
be redeemed and ending at the close of business on the first publication of the
relevant notice of redemption, or (ii) to register the transfer of or exchange
Securities of any Series selected, called or being called for redemption as a
whole or the portion being redeemed of any such Securities selected, called or
being called for redemption in part.

(e) Notwithstanding the foregoing, no Securities of one Tranche may
be transferred or exchanged for Securities of any other Tranche.

(f) Unregistered Securities or any coupons appertaining thereto shall
be transferable by delivery.

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SECTION 2.9. Replacement Securities.

(a) If a mutilated Security or a Security with a mutilated coupon
appertaining to it is surrendered to the Trustee, the Company shall issue and
the Trustee shall authenticate and deliver in exchange therefor a replacement
Registered Security, if such surrendered security was a Registered Security, or
a replacement Unregistered Security with coupons corresponding to the coupons
appertaining to the surrendered Security, if such surrendered Security was an
Unregistered Security, of the same Series and date of maturity, if the
Trustee's requirements are met.

(b) If the Holder of a Security claims that the Security or any
coupon appertaining thereto has been lost, destroyed or wrongfully taken, the
Company shall issue and the Trustee shall authenticate a replacement Registered
Security, if such Holder's claim pertains to a Registered Security, or a
replacement Unregistered Security with coupons corresponding to the coupons
appertaining to the lost, destroyed or wrongfully taken Unregistered Security
or the Unregistered Security to which such lost, destroyed or wrongfully taken
coupon appertains, if such Holder's claim pertains to an Unregistered Security,
of the same Series and date of maturity, if the Trustee's requirements are met;
provided, however, that the Holder shall furnish to the Company and to the
Trustee evidence to their satisfaction of the destruction, loss or theft of
such Security and of the ownership thereof, and that the Trustee or the Company
may require any such Holder to provide to the Trustee or the Company security
or indemnity sufficient in the judgment of the Company and the Trustee to
protect the Company, the Trustee, any Agent or any Authenticating Agent from
any loss which any of them may suffer if a Security is replaced. The Company
and the Trustee may charge the party requesting a replacement Security for its
expenses in replacing a Security.

(c) In case any Security which has matured or is about to mature
shall become mutilated or be destroyed, lost or stolen, the Company may,
instead of issuing a substitute Security, pay or authorize the payment of such
Security (without surrender thereof except in the case of a mutilated Security)
if the applicant for such payment shall furnish to the Company such security or
indemnity as it may require to save it harmless and, in case of destruction,
loss or theft, evidence to the satisfaction of the Company of the destruction,
loss or theft of such Security and of the ownership thereof.

(d) Every substituted Security issued pursuant to the provisions of
this Section 2.9 by virtue of the fact that any Security is mutilated,
destroyed, lost or stolen shall, with respect to such Security, constitute an
additional contractual obligation of the Company, whether or not the destroyed,
lost or stolen Security shall at any time be enforceable by anyone, and shall
be entitled to all the benefits of this Indenture equally and proportionately
with any and all other Securities duly issued under this Indenture. All
Securities shall be held and owned upon the express condition that (to the
extent lawful) the foregoing provisions shall be exclusive with respect to the
replacement or payment of mutilated, destroyed, lost or stolen Securities and
shall preclude any and all other rights or remedies, notwithstanding any law or
statute now existing or hereafter enacted to the contrary with respect to the
replacement or payment of negotiable instruments or other securities without
their surrender.

(e) Notwithstanding the foregoing, a Security of one Tranche may not
be replaced with a Security of any other Tranche.

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SECTION 2.10. Outstanding Securities.

(a) Securities outstanding at any time are all Securities
authenticated and delivered by the Trustee in accordance with the provisions of
this Indenture, except:

(i) Those cancelled by the Trustee and those delivered to it for
cancellation;

(ii) Securities which have been paid pursuant to Section 2.9 or in
exchange for or in lieu of which other Securities have been authenticated and
delivered pursuant to this Indenture, unless proof satisfactory to the Trustee
is presented that any such Securities are held by bona fide Holders in due
course; and

(iii) Securities or portions thereof for whose payment, redemption or
repayment at the option of the Holder money in the necessary amount has been
theretofore deposited with the Trustee or any Paying Agent (as defined in
Section 2.4) (other than the Company) in trust or set aside and segregated in
trust by the Company (if the Company shall act as its own Paying Agent) for the
Holders of such Securities; provided that, if such Securities or portions
thereof are to be redeemed, notice of such redemption has been duly given
pursuant to this Indenture or provision therefor satisfactory to the Trustee
has been made.

(b) A Security does not cease to be outstanding because the Company
or an Affiliate holds the Security.

(c) In determining whether the Holders of the requisite principal
amount of outstanding Securities of any Series have given any request, demand,
authorization, direction, notice, consent or waiver hereunder, or whether
sufficient funds are available for redemption or for any other purpose, the
principal amount of an Original Issue Discount Security that shall be deemed to
be outstanding for such purposes shall be the amount of the principal thereof
that would be due and payable as of the date of such determination upon a
declaration of acceleration of the maturity thereof pursuant to Section 6.2 or
6.3 and the principal amount of any Securities denominated in a Foreign
Currency or ECU that shall be deemed to be outstanding for such purposes shall
be determined by converting the Specified Foreign Currency or the Specified
Amount of each Component Currency into Dollars at the Market Exchange Rate as
of the date of such determination.

SECTION 2.11. Securities Held by the Company or an Affiliate.

In determining whether the Holders of the requisite principal amount
of Securities of any Series have concurred in any direction, waiver or consent,
Securities of such Series owned by the Company or an Affiliate shall be
disregarded, except that for the purposes of determining whether the Trustee
shall be protected in relying on any such direction, waiver or consent, only
Securities of such Series which the Trustee knows are so owned shall be so
disregarded.

SECTION 2.12. Temporary Securities.

(a) Until definitive Registered Securities of any Series are ready
for delivery, the Company may prepare and execute and the Trustee shall
authenticate temporary Registered Securities of such Series. Temporary
Registered Securities of any Series shall be substantially in the form of
definitive Registered Securities of such Series but may have variations that
the Company considers appropriate

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for temporary Securities. Every temporary Registered Security shall be
executed by the Company and authenticated by the Trustee, and registered by the
Registrar, upon the same conditions, and with like effect, as a definitive
Registered Security. Without unreasonable delay, the Company shall prepare and
the Trustee shall authenticate definitive Registered Securities of the same
Series and date of maturity in exchange for temporary Registered Securities.

(b) Until definitive Unregistered Securities of any Series are ready
for delivery, the Company may prepare and execute and the Trustee shall
authenticate one or more temporary Unregistered Securities, which may have
coupons attached or which may be in the form of a single temporary global
Unregistered Security of that Series without coupons. The temporary
Unregistered Security or Securities of any Series shall be substantially in the
form approved by or pursuant to a Board Resolution or one or more Indentures
supplemental hereto and shall be delivered to one of the Paying Agents located
outside the United States or to such other person or persons as the Company
shall direct against such certification as the Company may from time to time
prescribe by or pursuant to a Board Resolution. The temporary Unregistered
Security or Securities of a Series shall be executed by the Company and
authenticated by the Trustee upon the same conditions, and with like effect, as
a definitive Unregistered Security of such Series, except as provided herein or
therein. A temporary Unregistered Security or Securities shall be exchangeable
for definitive Unregistered Securities (which may be Global Securities), at the
time and on the conditions, if any, specified in the temporary Security.

Upon any exchange of a part of a temporary Unregistered Security of a
Series for definitive Unregistered Securities of such Series, the temporary
Unregistered Security shall be endorsed by the Trustee or Paying Agent to
reflect the reduction of its principal amount by an amount equal to the
aggregate principal amount of definitive Unregistered Securities of such Series
so exchanged and endorsed.

SECTION 2.13. Cancellation.

The Company at any time may deliver Securities and coupons to the
Trustee for cancellation. The Registrar and the Paying Agent shall forward to
the Trustee any Securities and coupons surrendered to them, for registration of
transfer, for exchange or payment or for credit against any payment in respect
of a sinking or analogous fund. The Trustee shall cancel all Securities and
coupons surrendered for registration of transfer, or for exchange, payment or
cancellation and may dispose of cancelled Securities and coupons as the Company
directs; provided, however, that any Unregistered Securities of a Series
delivered to the Trustee for exchange prior to maturity shall be retained by
the Trustee for reissue as provided herein or in the Securities of such Series.
The Company may not issue new Securities to replace Securities that it has paid
or delivered to the Trustee for cancellation.

SECTION 2.14. Defaulted Interest.

If the Company defaults on a payment of interest on a Series of
Securities, it shall pay the defaulted interest as provided in such Securities
or in any lawful manner not inconsistent with the requirements of any
securities exchange on which such Securities may be listed and acceptable to
the Trustee. With respect to any Registered Securities, the Trustee may pay
defaulted interest, plus any interest payable on the defaulted interest, to the
Holders of such Registered Securities on a subsequent special record date. The
Company shall fix the record date and the payment date. At least 15 days

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before the record date, the Company shall mail to such Holders a notice that
states the record date, the payment date and the amount of interest to be paid.

SECTION 2.15. Securities Issuable in the Form of a Global Security.

(a) If the Company shall establish pursuant to Section 2.2 that the
Securities of a particular Series are to be issued as one or more Global
Securities, then the Company shall execute and the Trustee shall, in accordance
with Section 2.3 and the Company Order delivered to the Trustee thereunder,
authenticate and deliver one or more Global Securities which (i) shall
represent, and shall be denominated in an amount equal to the aggregate
principal amount of, all of the Outstanding Securities of such Series, (ii)
shall be registered in the name of the Depositary for such Global Security or
its nominee, (iii) shall be delivered by the Trustee to the Depositary or
pursuant to the Depositary's instruction and (iv) shall bear a legend
substantially to the following effect: "Except as otherwise provided in Section
2.15 of the Indenture, this Security may be transferred, in whole but not in
part, only to another nominee of the Depositary or to a successor Depositary or
to a nominee of such successor Depositary."

(b) Notwithstanding any other provision of this Section 2.15 or of
Section 2.4, unless and until it is exchanged in whole or in part for
Securities in definitive form, the Global Security of a Series may be
transferred, in whole but not in part and in the manner provided in Section
2.4, to another nominee of the Depositary for such Series, or to a successor
Depositary for such Series selected or approved by the Company or to a nominee
of such successor Depositary.

(c) If at any time the Depositary for a Series of Securities notifies
the Company that it is unwilling or unable to continue as Depositary for such
Series or if at any time the Depositary for such Series shall no longer be
registered or in good standing under the Securities Exchange Act of 1934, as
amended, or other applicable statute or regulation and a successor Depositary
for such Series is not appointed by the Company within 90 days after the
Company receives such notice or becomes aware of such condition, as the case
may be, this Section 2.15 shall no longer be applicable to the Security of such
Series and the Company will execute, and the Trustee will authenticate and
deliver, Securities of such Series in definitive registered form without
coupons, or in definitive bearer form with coupons, as applicable, in
authorized denominations, and in an aggregate principal amount equal to the
principal amount of the Global Security of such Series in exchange for such
Global Security. In addition, the Company may at any time determine that some
or all of the Securities of any Series shall no longer be represented by a
Global Security. In such event, the Company will execute and the Trustee, upon
receipt of an Officers' Certificate evidencing such determination by the
Company, will authenticate and deliver Securities of such Series in definitive
form, in authorized denominations, to (i) the Person specified by such
Depositary equal to and in exchange for such Person's beneficial interest in
the Global Security and (ii) to such Depositary a new Global Security in a
denomination equal to the difference, if any, between the principal amount of
the surrendered Global Security and the aggregate principal amount of
definitive Securities delivered to Holders thereof, or interests in applicable
portions thereof. Upon the exchange of the Global Security for all such
Securities in definitive form, in authorized denominations, the surrendered
Global Security shall be cancelled by the Trustee. Such Securities in
definitive registered form issued in exchange for the Global Security or
portion thereof pursuant to this Section 2.15(c) shall be issued in such
authorized denominations as the Depositary, pursuant to instructions from its
direct or indirect participants or otherwise, shall instruct the Trustee. The
Trustee shall deliver such Securities to the Persons in whose name such
Securities are so registered. Securities in definitive bearer form shall be
issued in exchange for the

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Global Security or portion thereof in the manner provided for the issuance of
Unregistered Securities in Section 2.12(b) above.

SECTION 2.16. Unregistered Securities Represented by Global Security.

(a) Unless otherwise specified by the applicable Company Order, the
Securities of any Series issued as Unregistered Securities will initially be
represented by one or more temporary global Securities, without interest
coupons (each, a "Temporary Global Security"). Upon receipt of a Company Order
with respect to a Series of Securities, the Trustee, in accordance with such
Company Order, shall (1) insert on the face of the Temporary Global Security
for such Series (a) the principal amount, (b) the issue date, (c) the maturity
date, (d) the interest rate or the method of determining such rate, and (e) any
other terms required by the form of the Security of such Series to be inserted,
as specified in the Company Order, (2) manually authenticate such Temporary
Global Security and (3) deliver such Temporary Global Security to the
Depositary designated by the Company pursuant to either Sections 2.2 or 2.15.

(b) On or after the date which is 45 days after the issue date of a
Temporary Global Security (the "Exchange Date"), the Securities represented by
such Temporary Global Security may be exchanged for Securities to be
represented thereafter by a single permanent global Security, without interest
coupons (a "Permanent Global Security"), provided, however, that no Security
represented by a Temporary Global Security shall be exchanged for a Security
represented by a Permanent Global Security unless the Trustee shall have
received a certificate (a "Final Certificate"), in form and substance
reasonably satisfactory to the Company, signed by Euro-clear or CEDEL, as the
case may be, in respect of such Security. On or after the Exchange Date and
upon receipt of the Final Certificate in respect of a Security, dated no
earlier than such Exchange Date, the Trustee shall (1) endorse the Temporary
Global Security to reflect the reduction of its principal amount by the
aggregate principal amount of such Security, (2) insert on the face of the
Permanent Global Security for such Series (a) the principal amount, (b) the
issue date, (c) the maturity date, (d) the interest rate or method of
determining such rate, and (e) any other terms required by the form of the
Security of such Series to be inserted, as set forth on the face of the
Temporary Global Security for such Series, (3) manually authenticate such
Permanent Global Security and (4) deliver such Permanent Global Security to the
Depositary to be held outside the United States for the accounts of Euro-clear
and CEDEL, for credit to the respective accounts at Euro-clear and CEDEL
designated by or on behalf of the beneficial owner of such Security. Final
Certificates of Euro-clear or CEDEL, as the case may be, shall be based on
certificates of the account holders listed in the records of Euro-clear or
CEDEL, as the case may be, as being entitled to all or any portion of the
applicable Temporary Global Security (as to each, its "Account Holder"). An
Account Holder of Euro-clear or CEDEL, as the case may be, desiring to effect
the exchange of an interest in a Temporary Global Security for an interest in a
Permanent Global Security shall instruct Euro-clear or CEDEL, as the case may
be, to request such exchange on its behalf and shall deliver to Euro-clear or
CEDEL, as the case may be, a certificate in form and substance reasonably
satisfactory to Euro-clear or CEDEL, as applicable, and dated no earlier than
10 days prior to the Exchange Date. Until so exchanged, Temporary Global
Securities shall in all respects be entitled to the same benefits under this
Indenture as Permanent Global Securities of the same Series authenticated and
delivered hereunder, except as to payment of interest, if any.

(c) The delivery to the Trustee by Euro-clear or CEDEL of any Final
Certificate referred to above may be relied upon by the Company and the Trustee
as conclusive evidence that a

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corresponding certificate or certificates has or have been delivered to
Euro-clear or to CEDEL, as the case may be, pursuant to the terms of this
Indenture.

(d) At any time, upon 30 days' notice to the Trustee by Euro-clear or
CEDEL, as the case may be, acting at the request of or on behalf of the
beneficial owner, a Security represented by a Permanent Global Security may be
exchanged for a definitive Security or Securities (each a "Definitive
Security"). On the thirtieth day following receipt by the Trustee of such
notice with respect to a Security, or, if such day is not a Business Day, the
next succeeding Business Day, the Trustee shall (1) endorse the applicable
Permanent Global Security to reflect the reduction of its principal amount by
the aggregate principal amount of such Security, (2) cause the terms of such
Security and coupons, if any, to be entered on a Definitive Security, (3)
manually authenticate such Definitive Security, and (4) deliver such Definitive
Security outside the United States to Euro-clear or CEDEL, as the case may be,
for or on behalf of the beneficial owner thereof.

(e) Any exchange of a portion of a Temporary Global Security for a
portion of a Permanent Global Security or of a portion of a Permanent Global
Security for a Definitive Security with coupons, if any, shall be made at the
Company's expense and without any charge therefor to the Holder or beneficial
owner of such Security; provided, however, that a person accepting the delivery
of Definitive Securities with coupons, if any, must bear the risk and cost of
insurance, postage, transportation and the like in the event that such person
does not receive such Definitive Securities with coupons, if any, in person at
the London office of the Trustee, if any, or at the London office of any Paying
Agent. Until so exchanged, Temporary Global Securities and Permanent Global
Securities shall in all respects be entitled to the same benefits under this
Indenture as Definitive Securities of the same Series authenticated and
delivered hereunder.

(f) The provisions of this Section are subject to any restrictions or
limitations on the issuance and delivery of Securities of any Series that may
be established pursuant to Section 2.2 (including any provision that Securities
of such Series initially issued in the form of a Temporary Global Security to
be delivered outside the United States and the procedures pursuant to which a
Permanent Global Security or Definitive Securities of such Series would be
issued in exchange for a Temporary Global Security.)

(g) If the form or terms of the Securities of a Series have been
established in or pursuant to one or more Board Resolutions as permitted by
Section 2.2, in authenticating such Securities and accepting the additional
responsibilities under this Indenture in relation to such Securities, the
Trustee shall be entitled to receive, and shall be fully protected in relying
upon, an Opinion of Counsel stating:

(i) if the form of such Securities and coupons, if any,
appertaining thereto has been established by or pursuant to a Board
Resolution as permitted by Section 2.2, that such form has been
established in conformity with the provisions of this Indenture;

(ii) if the terms of such Securities and coupons, if any,
appertaining thereto have been established by or pursuant to a Board
Resolution as permitted by Section 2.2, that such terms have been
established in conformity with the provisions of this Indenture; and

(iii) that such Securities and coupons, if any, appertaining
thereto, when authenticated and delivered by the Trustee and issued by
the Company in the manner and subject to any

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conditions specified in such Opinion of Counsel, will constitute valid
and legally binding obligations of the Company, enforceable in
accordance with their terms, subject, as to enforcement, to
bankruptcy, insolvency, reorganization, moratorium and other laws of
general applicability relating to or affecting the enforcement of
creditors' rights and to general equity principles.

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

ARTICLE III

REDEMPTION OF SECURITIES AND SINKING FUNDS

SECTION 3.1. Notice to Trustee.

The Company may, with respect to any Series of Securities, reserve the
right to redeem and pay the Series of Securities or any part thereof, or may
covenant to redeem and pay the Series of Securities or any part thereof, before
maturity at such time and on such terms as provided for in such Securities. If
a Series of Securities is redeemable and the Company wants or is obligated to
redeem all or part of the Series of Securities pursuant to the terms of such
Securities, it shall notify the Trustee of the redemption date and the
principal amount of the Series of Securities to be redeemed. The Company shall
give such notice at least 60 days before the redemption date (or such shorter
notice as may be acceptable to the Trustee).

SECTION 3.2. Selection of Securities to be Redeemed.

If less than all the Securities of a Series are to be redeemed, the
Trustee, not more than 60 days prior to the redemption date, shall select the
Securities of the Series to be redeemed in such manner as the Trustee shall
deem fair and appropriate. The Trustee shall make the selection from
Securities of the Series that are outstanding and that have not previously been
called for redemption. Securities of the Series and portions of them selected
by the Trustee shall be in amounts of $1,000 or integral multiples of $1,000
or, with respect to Securities of any Series issuable in other denominations
pursuant to Section 2.2 (a) (8), in amounts equal to the minimum principal
denomination for each such Series and integral multiples thereof. Provisions
of this Indenture that apply to Securities of a Series called for redemption
also apply to portions of Securities of that Series called for redemption. The
Trustee shall promptly notify the Company in writing of the Securities selected
for redemption and, in the case of any Securities selected for partial
redemption, the principal amount thereof to be redeemed.

SECTION 3.3. Notice of Redemption.

(a) At least 30 days but not more than 60 days before a redemption
date, the Company shall mail a notice of redemption by first-class mail to each
Holder of Registered Securities that are to be redeemed.

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(b) If Unregistered Securities are to be redeemed, the Company shall
cause notice of redemption to be published in an Authorized Newspaper in each
of The City of New York, London and, if such Securities to be redeemed are
listed on The Luxembourg Stock Exchange, Luxembourg once in each of four
successive calendar weeks, the first publication to be not less than 30 nor
more than 60 days before the redemption date.

(1) the redemption date;

(2) the redemption price;

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

(4) in case any Security is to be redeemed in part only, the
notice shall state the portion of the principal amount thereof to be
redeemed and shall state that on and after the date fixed for
redemption, upon presentation and surrender of such Security, a new
Security or Securities in principal amount equal to the unredeemed
portion thereof will be issued;

(5) the name and address of the Paying Agent;

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

(7) that interest on Securities of the Series called for
redemption ceases to accrue on and after the redemption date;

(8) whether such redemption is pursuant to the mandatory or
optional sinking fund, or both; and

(9) the CUSIP Number, if applicable.

At the Company's request, the Trustee shall give the notice of
redemption in the Company's name and at its expense. Any notice which is
mailed in the manner herein provided shall be conclusively presumed to have
been duly given, whether or not the Holder receives the notice. In any case,
failure duly to give notice by mail, or any defect in the notice, to the Holder
of any Security designated for redemption as a whole or in part shall not
affect the validity of the proceedings for the redemption of any other
Security.

SECTION 3.4. Effect of Notice of Redemption.

Once notice of redemption is mailed or published, Securities of a
Series called for redemption become due and payable on the redemption date, and
unless the Company shall default in the payment of such Securities at the
redemption price, together with interest accrued to said date, interest on the
Securities or portions of the Securities so called for redemption shall cease
to accrue on and after said

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date. Upon surrender to the Paying Agent of such Securities together with all
unmatured coupons, if any, appertaining thereto, such Securities shall be paid
at the redemption price plus interest accrued to the redemption date, but
installments of interest due on or prior to the redemption date will be
payable, in the case of Unregistered Securities, to the bearers of the coupons
for such interest upon surrender thereof, and, in the case of Registered
Securities, to the Holders of such Securities of record at the close of
business on the relevant record dates.

SECTION 3.5. Deposit of Redemption Price.

On or before the redemption date, the Company shall deposit with, or
at the direction of, the Trustee money sufficient to pay the redemption price
of and (unless the redemption date shall be an interest payment date) interest
accrued to the redemption date on all Securities to be redeemed on that date,
in the currencies or currency units in which such redemption price shall be
payable.

SECTION 3.6. Securities Redeemed in Part.

Upon surrender of a Security that is redeemed in part, the Company
shall issue and the Trustee shall authenticate for the Holder of the Security a
new Security or Securities of the same Series, in the same form and the same
maturity in authorized denominations equal in aggregate Principal amount to the
unredeemed portion of the Security surrendered.

SECTION 3.7. Securities Acquired by the Company.

If the Company shall acquire any of the Securities or coupons, such
acquisition shall not operate as a redemption or satisfaction of the
indebtedness or rights represented by such Securities or coupons unless and
until the same are delivered or surrendered to the Trustee for cancellation.

SECTION 3.8. Mandatory and Optional Sinking Funds.

The minimum amount of any sinking fund payment provided for by the
terms of any Series of Securities 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 any Series of Securities is herein referred to as an "optional
sinking fund payment." The date on which a sinking fund payment is to be made
is herein referred to as the "sinking fund payment date."

In lieu of making all or any part of any mandatory sinking fund
payment with respect to any Series of Securities in cash, the Company may at
its option (a) deliver to the Trustee Securities of such Series theretofore
purchased or otherwise acquired (except upon redemption pursuant to the
mandatory sinking fund) by the Company or receive credit for Securities of such
Series (not previously so credited) theretofore purchased or otherwise acquired
(except as aforesaid) by the Company and delivered to the Trustee for
cancellation pursuant to Section 2.13, (b) receive credit for optional sinking
fund payments (not previously so credited) made pursuant to this Section, or
(c) receive credit for Securities of such Series (not previously so credited)
redeemed by the Company through any optional redemption provision contained in
the terms of such Series. Securities so delivered or credited shall be
received or credited by the Trustee at the sinking fund redemption price
specified in such Securities.

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On or before the sixtieth day next preceding each sinking fund payment
date for any Series, the Company will deliver to the Trustee an Officers'
Certificate (a) specifying the portion of the mandatory sinking fund payment to
be satisfied by payment of cash and the portion to be satisfied by credit of
Securities of such Series, (b) stating that none of the Securities of such
Series has theretofore been so credited, (c) stating that no defaults in the
payment of interest or Events of Default with respect to such Series have
occurred (which have not been waived or cured) and are continuing, (d) stating
whether or not the Company intends to exercise its right to make an optional
sinking fund payment with respect to such Series and, if so, specifying the
amount of such optional sinking fund payment which the Company intends to pay
on or before the next succeeding sinking fund payment date and (e) specifying
such sinking fund payment date. Any Securities of such Series to be credited
and required to be delivered to the Trustee in order for the Company to be
entitled to credit therefor as aforesaid which have not theretofore been
delivered to the Trustee shall be delivered for cancellation pursuant to
Section 2.13 to the Trustee with such written statement (or reasonably promptly
thereafter if acceptable to the Trustee). Such written statement shall be
irrevocable and upon its receipt by the Trustee the Company shall become
unconditionally obligated to make all the cash payment or payments therein
referred to, if any, on or before the next succeeding sinking fund payment
date. Failure of the Company, on or before any such sixtieth day, to deliver
such written statement and Securities specified in this paragraph, if any,
shall not constitute a default but shall constitute, on and as of such date,
the irrevocable election of the Company (i) that the mandatory sinking fund
payment for such Series due on the next succeeding sinking fund payment date
shall be paid entirely in cash without the option to deliver or credit
Securities of such Series in respect thereof and (ii) that the Company will
make no optional sinking fund payment with respect to such Series as provided
in this Section.

If the sinking fund payment or payments (mandatory or optional or
both) to be made in cash on the next succeeding sinking fund payment date plus
any unused balance of any preceding sinking fund payments made in cash shall
exceed $50,000 (or a lesser sum if the Company shall so request) with respect
to the Securities of any particular Series, such cash shall be applied on the
next succeeding sinking fund payment date to the redemption of Securities of
such Series at the sinking fund redemption price together with accrued interest
to the date fixed for redemption. If such amount shall be $50,000 or less and
the Company makes no such request then it shall be carried over until a sum in
excess of $50,000 is available. The Trustee shall select, in the manner
provided in Section 3.2, for redemption on such sinking fund payment date a
sufficient principal amount of Securities of such Series to absorb said cash,
as nearly as may be possible, and shall (if requested in writing by the
Company) inform the Company of the serial numbers of the Securities of such
Series (or portions thereof) so selected. Securities of any Series which are
(a) owned by the Company or an entity known by the Trustee to be directly or
indirectly controlling or controlled by or under direct or indirect common
control with the Company, as shown by the Security register, and not known to
the Trustee to have been pledged or hypothecated by the Company or any such
entity or (b) identified in an Officers' Certificate at least 60 days prior to
the sinking fund payment date as being beneficially owned by, and not pledged
or hypothecated by, the Company or an entity directly or indirectly controlling
or controlled by or under direct or indirect common control with the Company
shall be excluded from Securities of such Series eligible for selection for
redemption. The Trustee, in the name and at the expense of the Company (or the
Company, if it shall so request the Trustee in writing) shall cause notice of
redemption of the Securities of such Series to be given in substantially the
manner provided in Section 3.3 (and with the effect provided in Section 3.4)
for the redemption of Securities of such Series in part at the option of the
Company. The amount of any sinking fund payments not so applied or allocated
to the redemption of Securities of such Series shall be added to

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the next cash sinking fund payment for such Series and, together with such
payment, shall be applied in accordance with the provisions of this Section.
Any and all sinking fund moneys held on the stated maturity date of the
Securities of any particular Series (or earlier, if such maturity is
accelerated), which are not held for the payment or redemption of particular
Securities of such Series shall be applied, together with other moneys, if
necessary, sufficient for the purpose, to the payment of the Principal of, and
interest on, the Securities of such Series at maturity.

At least one Business Day before each sinking fund payment date, the
Company shall pay to the Trustee in cash or shall otherwise provide for the
payment of all interest accrued to the date fixed for redemption on Securities
to be redeemed on the next following sinking fund payment date.

The Trustee shall not redeem or cause to be redeemed any Securities of
a Series with sinking fund moneys or mail any notice of redemption of
Securities for such Series by operation of the sinking fund during the
continuance of a Default in payment of interest on such Securities or of any
Event of Default except that, where the mailing of notice of redemption of any
Securities shall theretofore have been made, the Trustee shall redeem or cause
to be redeemed such Securities, provided that it shall have received from the
Company a sum sufficient for such redemption. Except as aforesaid, any moneys
in the sinking fund for such Series at the time when any such Default or Event
of Default shall occur, and any moneys thereafter paid into such sinking fund,
shall, during the continuance of such Default or Event of Default, be deemed to
have been collected under Article Six and held for the payment of all such
Securities. In case such Event of Default shall have been waived as provided
in Section 6.4 or the default cured on or before the sixtieth day preceding the
sinking fund payment date in any year, such moneys shall thereafter be applied
on the next succeeding sinking fund payment date in accordance with this
Section to the redemption of such Securities.

ARTICLE IV

PARTICULAR COVENANTS OF THE COMPANY

SECTION 4.1. Payment of Securities.

The Company shall pay or cause to be paid the Principal of and
interest on the Securities on the dates and in the manner provided herein and
in the Securities. An installment of Principal or interest shall be considered
paid on the date it is due if the Trustee or Paying Agent holds on that date
money designated for and sufficient to pay the installment.

The Company shall pay interest on overdue Principal of a Security of
any Series at the rate of interest (or Yield to Maturity in the case of
Original Issue Discount Securities) borne by the Securities of that Series,
and, to the extent lawful, it shall pay interest on overdue installments of
interest at the same rate.

SECTION 4.2. Reports by the Company.

The Company covenants:

(a) to file with the Trustee, within 15 days after the Company is
required to file the same with the SEC, copies of the annual reports and of the
information, documents and other reports (or

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

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

(c) to transmit by mail to all Holders of Securities within 30 days
after the filing thereof with the Trustee, in the manner and to the extent
provided in subsection (c) of Section 7.6, such summaries of any information,
documents and reports required to be filed by the Company pursuant to
subsections (a) and (b) of this Section 4.2 as may be required by rules and
regulations prescribed from time to time by the SEC.

(d) to furnish to the Trustee, not less often than annually, a brief
certificate from the principal executive officer, principal financial officer,
or principal accounting officer as to his or her knowledge of the Company's
compliance with all conditions and covenants under this Indenture. Such
compliance shall be determined without regard to any period of grace or
requirement of notice provided under this Indenture.

SECTION 4.3. Statement of Officers as to Default.

The Company will deliver to the Trustee, on or before a date not more
than four months after the end of each of its fiscal years ending after the
date hereof during which any Securities are outstanding, an Officers'
Certificate stating that neither of the signers thereof has any knowledge after
due investigation of the existence of any Event of Default, or any event which
could with the passage of time or notice mature into an Event of Default, by
the Company under this Indenture or stating that they have knowledge of the
existence of such an event of which the signers have knowledge and the nature
thereof.

SECTION 4.4. Filing with Listing Agent.

If Unregistered Securities of any series are Outstanding, to file with
the listing agent of the Company with respect to such series such documents and
reports of the Company as may be required from time to time by the rules and
regulations of any stock exchange on which such Unregistered Securities are
listed.

ARTICLE V

SUCCESSOR CORPORATION

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SECTION 5.1. When Company May Merge, etc.

The Company may not consolidate with, or merge into, or be merged
into, or transfer or lease its properties and assets substantially as an
entirety to, any Person unless such Person is a corporation organized under the
laws of the United States, any State thereof or the District of Columbia, such
Person assumes by supplemental indenture all the obligations of the Company
under the Securities and any coupons appertaining thereto and under this
Indenture, after giving effect thereto, no Default or Event of Default shall
have occurred and be continuing and the Company shall have delivered to the
Trustee an Officers' Certificate and an Opinion of Counsel, each stating that
such consolidation, merger or conveyance, transfer or lease, as the case may
be, and such supplemental indenture comply with this Article and that all
conditions precedent herein provided for relating to such transaction have been
complied with.

SECTION 5.2. Successor Corporation Substituted.

Upon any consolidation by the Company with, or merger by the Company
into, any other corporation, or any conveyance, transfer or lease to, any
Person by the Company in accordance with Section 5.1. the successor corporation
formed by such consolidation or into which the Company is merged or to which
such conveyance, transfer or lease is made shall succeed to, and be substituted
for, and may exercise every right and power of, the Company under this
Indenture with the same effect as if such successor corporation had been named
as the Company in this Indenture, and thereafter, except in the case of a
conveyance by lease, the predecessor corporation shall be relieved of all
obligations and covenants under this Indenture.

ARTICLE VI

DEFAULTS AND REMEDIES

SECTION 6.1. Events of Default.

An "Event of Default" occurs with respect to the Securities of any
Series if:

(1) the Company defaults in the payment of interest on any
Security of that Series when the same becomes due and payable and the
Default continues for a period of 30 days;

(2) the Company defaults in the payment of the Principal of
any Security of that Series when the same becomes due and payable at
maturity, upon redemption or otherwise;

(3) the Company defaults in the payment of any sinking fund
installment as and when the same becomes due and payable by the terms
of the Series of Securities;

(4) the Company fails to comply with any of its other
agreements in the Securities of that Series, in this Indenture or in
any supplemental indenture under which the Securities of that Series
may have been issued and the Default continues for the period and
after the notice specified below;

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(5) the Company pursuant to or within the meaning of any
Bankruptcy Law:

(A) commences a voluntary case,

(B) consents to the entry of an order for relief
against it in an involuntary case,

(D) makes a general assignment for the benefit of
its creditors; or

(6) a court of competent jurisdiction enters an order or
decree under any Bankruptcy Law that:

(A) is for relief against the Company in an
involuntary case,

(B) appoints a Custodian of the Company or for all
or substantially all of its property, or

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

A Default under clause (4) is not an Event of Default until the
Trustee or the Holders of at least 25% in principal amount of all the
outstanding Securities of that Series notify the Company (and the Trustee in
the case of notification by such Holders) in writing of the Default and the
Company does not cure the Default within 90 days after receipt of the notice.
The notice must specify the Default, demand that it be remedied and state that
the notice is a "Notice of Default".

SECTION 6.2. Acceleration.

If an Event of Default occurs with respect to the Securities of any
Series and is continuing, the Trustee, by notice to the Company, or the Holders
of at least 25% in principal amount of all of the outstanding Securities of
that Series, by notice to the Company and to the Trustee, may declare the
Principal (or, if the Securities of that Series are Original Issue Discount
Securities, such portion of the principal amount as may be specified in the
terms of that Series) of, and any accrued interest on, all the Securities of
that Series to be due and payable. Upon such declaration, such Principal (or,
in the case of Original Issue Discount Securities, such specified amount) and
any accrued interest shall be due and payable immediately. The Holders of a
majority in principal amount of all of the Securities of that Series, by notice
to the Trustee, may rescind such a declaration and its consequences if the
rescission would not conflict with any judgment or decree and if all existing
Events of Default have been cured or waived except nonpayment of Principal or
interest that has become due solely because of the acceleration. In case the
Trustee shall have proceeded to enforce any right under this Indenture and such
proceedings shall have been discontinued or abandoned because of such waiver or

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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, the Trustee
and the Holders of the Securities shall be restored respectively to their
former positions and rights hereunder, and all rights, remedies and powers of
the Company, the Trustee and the Holders of the Securities shall continue as
though no such proceedings had been taken.

SECTION 6.3. Other Remedies Available to Trustee.

(a) If an Event of Default occurs and is continuing, the Trustee may
pursue any available remedy to collect payment of Principal or interest on the
Securities of the Series that is in default or to enforce the performance of
any provision of the Securities of that Series or this Indenture.

(b) The Trustee may maintain a proceeding even if it does not possess
any of the Securities or does not produce any of them in the proceeding. A
delay or omission by the Trustee or any Securityholder in exercising any right
or remedy accruing upon an Event of Default shall not impair the right or
remedy or constitute a waiver of or acquiescence in the Event of Default. No
remedy is exclusive of any other remedy. All available remedies are
cumulative.

SECTION 6.4. Waiver of Existing Defaults.

The Holders of a majority in principal amount of any Series of
Securities by notice to the Trustee may waive an existing Default with respect
to that Series and its consequences except a Default in the payment of the
Principal of or interest on any Security.

SECTION 6.5. Control by Majority.

The Holders of a majority in principal amount of the Securities of
each Series affected (with each such Series voting as a class) may direct the
time, method and place of conducting any proceeding for any remedy available to
the Trustee or exercising any trust or power conferred on it with respect to
the Securities of that Series. However, the Trustee may refuse to follow any
direction that conflicts with law or this Indenture, if the Trustee in good
faith shall determine that the action or proceedings so directed may involve
the Trustee in personal liability or that is unduly prejudicial to the rights
of the Securityholders of that Series, it being understood that (subject to
Section 7.1) the Trustee shall have no duty to ascertain whether or not such
actions or forebearances are unduly prejudicial to such Securityholders.

SECTION 6.6. Limitation on Suits by Securityholders.

A Securityholder may pursue a remedy with respect to this Indenture or
the Securities of any Series only if:

(1) the Holder gives to the Trustee written notice of a
continuing Event of Default with respect to Securities of that Series;

(2) the Holders of at least 25% in principal amount of the
Securities of that Series make a written request to the Trustee to
pursue the remedy;

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

(4) the Trustee does not comply with the request within 60
days after receipt of the request and the offer of indemnity; and

(5) during such 60-day period, the Holders of a majority in
principal amount of the Securities of that Series do not give the
Trustee a direction inconsistent with the request.

A Securityholder of any Series may not use this Indenture to prejudice
the rights of another Securityholder of that Series or any other Series or to
obtain a preference or priority over another Securityholder of that Series or
any other Series.

SECTION 6.7. Rights of Holders to Receive Payment.

Notwithstanding any other provision of this Indenture, the right of
any Holder of a Security to receive payment of Principal and interest on the
Security, on or after the respective due dates expressed in the Security, and
the right of any Holder of a coupon to receive payment of interest due as
provided in such coupon, or to bring suit for the enforcement of any such
payment on or after such respective dates, shall not be impaired or affected
without the consent of such Holder.

SECTION 6.8. Collection Suits by Trustee.

If an Event of Default specified in Section 6.1 (1) or (2) occurs and
continues for the period, if any, specified therein, the Trustee may recover
judgment in its own name and as trustee of an express trust against the Company
for the whole amount of such Principal and interest then remaining unpaid.

SECTION 6.9. Trustee May File Proofs of Claim.

The Trustee may file such proofs of claim and other papers or
documents as may be necessary or advisable in order to have the claims of the
Trustee and the Securityholders allowed in any judicial proceedings relating to
the Company, its creditors or its property.

SECTION 6.10. Priorities.

If the Trustee collects any money pursuant to this Article, it shall
pay out the money in the following order:

FIRST: to the Trustee for amounts due under Section 7.7;

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

THIRD: to the Company.

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The Trustee may fix a record date (with respect to Registered
Securities) and payment date for any such payment to Holders of Securities.

SECTION 6.11. Undertaking for Costs.

In any suit for the enforcement of any right or remedy under this
Indenture or in any suit against the Trustee for any action taken or omitted by
it as Trustee, a court in its discretion may require the filing by any party
litigant in the suit of an undertaking to pay the costs of the suit, and the
court in its discretion may assess reasonable costs, including reasonable
attorneys' fees, against any party litigant in the suit, having due regard to
the merits and good faith of the claims or defenses made by the party litigant.
This Section does not apply to a suit by the Company, a suit by the Trustee, a
suit by a Holder for the enforcement of the payment of the Principal of, or
interest on and any additional amounts on any Security, or a suit by a Holder
or Holders of more than 10% in Principal amount of the Securities of any
Series.

ARTICLE VII

TRUSTEE

SECTION 7.1. Duties of Trustee.

(a) If an Event of Default has occurred and is continuing, the
Trustee shall exercise its rights and powers under this Indenture and use the
same degree of care and skill in their exercise as a prudent man would exercise
or use under the circumstances in the conduct of his own affairs.

(b) Except during the continuance of an Event of Default:

(1) The Trustee need perform only those duties that are
specifically set forth in this Indenture and no implied covenants or
obligations shall be read into this Indenture against the Trustee.

(2) In the absence of bad faith on its part, the Trustee may
conclusively rely, as to the truth of the statements and the
correctness of the opinions expressed therein, upon certificates or
opinions furnished to the Trustee and conforming to the requirements
of this Indenture. However, the Trustee shall examine the
certificates and opinions to determine whether or not they conform to
the requirements of this Indenture.

(c) The Trustee may not be relieved from liability for its own
negligent action, its own negligent failure to act or its own willful
misconduct, except that:

(1) This paragraph does not limit the effect of paragraph (b)
of this Section.

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

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(3) The Trustee shall not be liable with respect to any
action it takes or omits to take in good faith in accordance with a
direction received by it pursuant to Section 6.5.

(d) Every provision of this Indenture that in any way relates to the
Trustee is subject to paragraphs (a), (b) and (c) of this Section.

(e) The Trustee shall not be liable for interest on any money
received by it except as the Trustee may agree with the Company. Money held in
trust by the Trustee need not be segregated from other funds except to the
extent required by law.

(f) The Trustee may refuse to perform any duty or exercise any right
or power unless it receives indemnity satisfactory to it against any loss,
liability or expense.

SECTION 7.2. Rights of Trustee.

(a) The Trustee may rely on any document believed by it to be genuine
and to have been signed or presented by the proper person. The Trustee need
not investigate any fact or matter stated in the document.

(b) Before the Trustee acts or refrains from acting, it may consult
with counsel or require an Officers' Certificate or an Opinion of Counsel. The
Trustee shall not be liable for any action it takes or omits to take in good
faith in reliance on a Board Resolution, the written advice of counsel, a
certificate of an Officer or Officers delivered pursuant to Section 2.2(b), an
Officers' Certificate or an Opinion of Counsel.

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

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

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

(f) The Trustee shall not be required to give any bond or surety in
respect of the performance of its powers and duties hereunder.

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(g) The Trustee shall not be bound to ascertain or inquire as to the
performance or observance of any covenants, conditions, or agreements on the
part of the Company except as otherwise set forth herein, but the Trustee may
require of the Company full information and advice as to the performance of the
covenants, conditions and agreements contained herein and shall be entitled in
connection herewith to examine the books, records and premises of the Company.

(h) The permissive rights of the Trustee to do things enumerated in
this Indenture shall not be construed as a duty and the Trustee shall not be
answerable for other than its negligence or willful misconduct.

(i) Except for (i) a default under Section 7.1(1) or (2) hereof, or
(ii) any other event of which the Trustee has "actual knowledge" and which
event, with the giving of notice or the passage of time or both, would
constitute an Event of Default under this Indenture, the Trustee shall not be
deemed to have notice of any default or Event of Default unless specifically
notified in writing of such event by the Company or the Holders of not less
than 25% in aggregate principal amount of the Securities then outstanding; as
used herein, the term "actual knowledge" means the actual fact or statement of
knowing, without any duty to make any investigation with regard thereto.

SECTION 7.3. Individual Rights of Trustee.

The Trustee in its individual or any other capacity may become the
owner or pledgee of Securities and may otherwise deal with the Company or an
Affiliate with the same rights it would have if it were not Trustee. Any Agent
may do the same with like rights. However, the Trustee is subject to Sections
7.10 and 7.11.

SECTION 7.4. Trustee's Disclaimer.

The Trustee makes no representation as to the validity or adequacy of
this Indenture or the Securities. It shall not be accountable for the
Company's use of the proceeds from the Securities or for monies paid over to
the Company pursuant to the Indenture, and it shall not be responsible for any
statement in the Securities other than its certificate of authentication.

SECTION 7.5. Notice of Defaults.

If a Default occurs and is continuing with respect to the Securities
of any Series and if it is known to the Trustee, the Trustee shall mail to each
Holder of a Security of that Series entitled to receive reports pursuant to
Section 4.2(c) (and, if Unregistered Securities of that Series are outstanding,
shall cause to be published at least once in an Authorized Newspaper in each of
The City of New York, London and, if Securities of that Series are listed on
The Luxembourg Stock Exchange, Luxembourg) notice of the Default within 90 days
after it occurs. Except in the case of a Default in payment of Principal,
interest or additional amounts on the Securities of any Series, or in the
payment of any sinking fund installment, the Trustee may withhold the notice if
and so long as a committee of its Responsible Officers in good faith determines
that withholding such notice is in the interests of Securityholders of that
Series.

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SECTION 7.6. Reports by Trustee to Holders.

(a) On or before the first anniversary date of the first issue of a
Series of Securities and thereafter at intervals of not more than 12 months,
the Trustee shall, if required by Section 313(a) of the TIA, mail to each
Securityholder of that Series entitled to receive reports pursuant to Section
4.2(c) a brief report dated as of such date that complies with TIA Section
313(a). The Trustee also shall comply with TIA Section 313(b).

(b) The Trustee shall transmit to Securityholders of each Series, as
hereinafter provided, and to the Company a brief report with respect to the
character and amount of any advances (and if the Trustee elects so to state,
the circumstances surrounding the making thereof) made by the Trustee (as such)
since the date of the last report transmitted pursuant to the provisions of
subsection (a) of this Section 7.6 (or if no such report has yet been so
transmitted, since the date of execution of this Indenture), for the
reimbursement of which it claims or may claim a lien or charge prior to that of
the Securities of such Series on property or funds held or collected by it as
Trustee, and which it has not previously reported pursuant to this subsection,
except that the Trustee shall not be required (but may elect) to report such
advances if such advances remaining unpaid at any time aggregate ten percent or
less of the principal amount at Stated Maturity of Securities of such Series
outstanding at such time, such report to be transmitted within 90 days after
such time.

(1) to all Holders of Registered Securities of each Series,
as the names and addresses of such Holders appear upon the register
for each Series of Securities;

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

(3) except in the case of reports pursuant to subsection (b)
of this Section 7.6, to each Holder whose name and address is
preserved at the time by the Trustee, as provided in Section 2.7(a).

(4) At the time that it mails such a report to
Securityholders of any Series, the Trustee shall file a copy of that
report with the SEC and with each stock exchange on which the
Securities of that Series are listed. The Company shall provide
written notice to the Trustee when the Securities of any Series are
listed on any stock exchange.

SECTION 7.7. Compensation and Indemnity.

(a) The Company shall pay to the Trustee from time to time, and the
Trustee shall be entitled to, reasonable compensation for its services. The
Trustee's compensation shall not be limited by any law on compensation of a
trustee of an express trust. The Company shall reimburse the Trustee upon
request for all reasonable out-of-pocket expenses incurred by it in connection
with the performance of its duties under this Indenture. Such expenses shall
include the reasonable compensation and expenses of the Trustee's agents and
counsel.

(b) The Company shall indemnify the Trustee against any loss,
liability or expense incurred by it arising out of or in connection with its
acceptance or administration of the trust or trusts

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hereunder. The Trustee shall notify the Company promptly of any claim for
which it may seek indemnity.

(c) The Company need not reimburse any expense or indemnify against
any loss or liability incurred by the Trustee through negligence or willful
misconduct.

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

(e) If the Trustee incurs expenses or renders services after an Event
of Default specified in Section 6.1(5) or (6) occurs, such expenses and the
compensation for such services are intended to constitute expenses of
administration under any Bankruptcy Law.

SECTION 7.8. Replacement of Trustee.

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

(b) The Trustee may resign with respect to the Securities of any
Series by so notifying the Company. The Holders of a majority in principal
amount of the Securities of any Series may remove the Trustee with respect to
that Series by so notifying the Trustee and the Company and may appoint a
successor Trustee for such Series with the Company's consent. The Company may
remove the Trustee with respect to Securities of any Series if:

(1) the Trustee fails to comply with Section 7.10;

(2) the Trustee is adjudged a bankrupt or an insolvent;

(3) a receiver or public officer takes charge of the Trustee
or its property; or

(4) the Trustee becomes incapable of acting.

(c) If the Trustee resigns or is removed or if a vacancy exists in
the office of Trustee for any reason, with respect to Securities of any Series,
the Company shall promptly appoint a successor Trustee for such Series.

(d) If a successor Trustee with respect to the Securities of any
Series does not take office within 30 days after the retiring Trustee resigns
or is removed, the retiring Trustee, the Company or the Holders of at least 10%
in principal amount of the Securities of the applicable Series may petition any
court of competent jurisdiction for the appointment of a successor Trustee with
respect to the Securities of such Series.

(e) If the Trustee with respect to the Securities of any Series fails
to comply with Section 7.10, any Securityholder of the applicable Series may
petition any court of competent jurisdiction for the removal of such Trustee
and the appointment of a successor Trustee.

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(f) Upon the execution of the supplemental indenture referred to in
Section 7.8 (h), the resignation or removal of the retiring Trustee for any
Series of Securities shall become effective, and the successor Trustee shall
have all the rights, powers and duties of the retiring Trustee with respect to
all Series of Securities for which the successor Trustee is to be acting as
Trustee under this Indenture. The retiring Trustee shall promptly transfer all
property held by it as Trustee with respect to such Series of Securities to the
successor Trustee subject to the lien provided for in Section 7.7. The Company
shall give notice of each appointment of a successor Trustee for any Series of
Securities by mailing written notice of such event by first-class mail to the
Holders of Registered Securities of such Series entitled to receive reports
pursuant to Section 4.2(c) and, if any Unregistered Securities are outstanding,
by publishing notice of such event once in an Authorized Newspaper in each of
The City of New York, London, and, if Securities of that Series are listed on
The Luxembourg Stock Exchange, Luxembourg.

(g) All provisions of this Section 7.8 except subparagraphs (b) (1),
(e) and (h) and the words "subject to the lien provided for in Section 7.7" in
subparagraph (f) shall apply also to any Paying Agent located outside the U.S.
and its possessions and required by Section 2.4.

(h) In case of the appointment hereunder of a successor Trustee with
respect to the Securities of one or more Series, the Company, the retiring
Trustee and such successor Trustee shall execute and deliver a supplemental
indenture wherein such successor Trustee shall accept such appointment and
which (1) shall contain such provisions as shall be necessary or desirable to
transfer and confirm to, and to vest in, such successor Trustee all the rights,
powers, trusts and duties of the retiring Trustee with respect to the
Securities of that or those Series to which the appointment of such successor
Trustee relates, (2) if the retiring Trustee is not retiring with respect to
all Securities, shall contain such provisions as shall be deemed necessary or
desirable to confirm that all the rights, powers, trusts and duties of the
retiring Trustee with respect to the Securities of that or those Series as to
which the retiring Trustee is not retiring shall continue to be vested in the
retiring Trustee, and (3) shall add to or change any of the provisions of this
Indenture as shall be necessary to provide for or facilitate the administration
of the trusts hereunder by more than one Trustee, it being understood that
nothing herein or in such supplemental indenture shall constitute such Trustees
co-trustees of the same trust and that each such Trustee shall be trustee of a
trust or trusts hereunder separate and apart from any trust or trusts
administered by any other such Trustee.

(i) No successor Trustee shall accept appointment as provided in this
Section 7.8 unless at the time of such acceptance such successor Trustee shall
be qualified and eligible under the provisions of Section 7.10.

SECTION 7.9. Successor Trustee, Agents by Merger, etc.

If the Trustee or any Agent consolidates with, merges or converts
into, or transfers all or substantially all of its corporate trust business
assets to, another corporation, the successor corporation, without any further
act, shall be the successor Trustee or Agent, as the case may be.

SECTION 7.10. Eligibility; Disqualification.

This Indenture shall always have a Trustee with respect to each Series
of Securities who satisfies the requirements of TIA Section 310 (a) (1). The
Trustee shall always have a combined capital and surplus of at least
$10,000,000 as set forth in its most recent published annual report of
condition.

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The Trustee is subject to and shall comply with TIA Section 310(b), including
the optional provision permitted by the second sentence of TIA Section 310 (b)
(9), except that in determining whether the Trustee has a conflicting interest,
as defined in TIA Section 310 (b) (1), there shall be excluded all indentures
of the Company now or hereafter existing which may be excluded under the
proviso of TIA Section 310(b) (1).

SECTION 7.11. Preferential Collection of Claims Against Company.

The Trustee is subject to and shall comply with TIA Section 311 (a),
excluding any creditor relationship listed in TIA Section 311 (b). A Trustee
who has resigned or been removed shall be subject to TIA Section 311 (a) to
the extent indicated.

ARTICLE VIII

SATISFACTION AND DISCHARGE; DEFEASANCE

SECTION 8.1. Satisfaction and Discharge of Securities of any Series.

Unless provided otherwise in the Board Resolution establishing the
Series of Securities, or in any indenture supplemental hereto, the Company
shall be deemed to have paid and discharged the entire indebtedness on all the
Securities of a Series, the provisions of this Indenture (except as to (x) the
rights of Holders of Securities of such Series to receive, from the money and
U.S. Government Obligations deposited with the Trustee pursuant to this Article
Eight or the interest and Principal received by the Trustee in respect of such
U.S. Government Obligations, payment of the Principal of and any installment of
Principal of or interest on such Securities on the Stated Maturities thereof or
upon the Redemption Dates for Securities required to be redeemed pursuant to
any mandatory sinking fund or analogous provisions relating to Securities of
that Series or pursuant to any call for redemption relating to Securities of
that Series, and (y) all rights and obligations of the Company and the Trustee
with respect to such Securities under Sections 2.4, 2.5, 2.6, 2.7, 2.8, 2.9,
4.1, 6.5, 6.7, 6.11, 7.7, 7.8, 8.3 and Article Five, so long as the Securities
of such Series remain Outstanding and, thereafter, only the Company's and the
Trustee's rights and obligations under Sections 2.6, 7.7 and 8.3) as it relates
to such Securities shall no longer be in effect, and the Trustee, at the
expense of the Company, shall, upon Company Request, execute proper instruments
acknowledging the same if either:

(a) (1) all Securities of such Series theretofore
authenticated and delivered (other than (i) Securities which have been
destroyed, lost or stolen and which have been replaced or paid as
provided in Section 2.9 and (ii) Securities for whose payment money
has theretofore been deposited in trust or segregated and held in
trust by the Company) have been delivered to the Trustee for
cancellation;

(2) the Company has paid or caused to be paid all other sums
payable under this Indenture in respect of the Securities of such
Series; and

(3) the Company has delivered to the Trustee an Officers'
Certificate and an Opinion of Counsel, each stating that all
conditions precedent herein provided for relating to the satisfaction
of the entire indebtedness on all Securities of any such Series and
the discharge of the Indenture as it relates to such Securities have
been complied with; or

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(b) (1) all Securities of such Series 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;

(2) the condition described in paragraph (1) of Section 8.2
has been satisfied;

(3) the conditions described in paragraphs (a) (2) and (a)
(3) of this Section 8.1 have been satisfied; and

(4) the Company has received an Opinion of Counsel to the
effect that the satisfaction and discharge contemplated by this
Section 8.1 will not violate the then applicable rules of, or any
related undertaking of the Company to, any national securities
exchange on which Securities of that Series are listed; or

(c) (1) the conditions referred to or described in paragraphs
(b)(2), (b)(3) and (b)(4) of this Section 8.1 have been satisfied;

(2) no Event of Default or event which with notice or lapse
of time would become an Event of Default shall have occurred and be
continuing on the date of the deposit referred to in paragraph (1) of
Section 8.2 or on the 91st day after the date of such deposit;
provided, however, that should that condition fail to be satisfied on
or before such 91st day, the Trustee shall promptly, upon satisfactory
receipt of evidence of such failure, return such deposit to the
Company; and

(3) the Company has delivered to the Trustee an Opinion of
Counsel of a nationally-recognized independent tax counsel to the
effect that Holders of the Securities of such Series will not
recognize income, gain or loss for Federal income tax purposes as a
result of such deposit and the satisfaction, discharge and defeasance
contemplated by this paragraph (c) of this Section 8.1 and will be
subject to Federal income tax on the same amounts and in the same
manner and at the same times as would have been the case if such
deposit and defeasance had not occurred.

SECTION 8.2. Defeasance of Securities of any Series.

Unless provided otherwise in the Board Resolution
establishing the Series of Securities, or in any indenture
supplemental hereto, the Company may omit to comply with paragraph 4
of Section 6.01 of this Indenture shall not apply, as all of such
provisions relate to Securities of any Series, so long as the
Securities of such Series remain Outstanding and, thereafter, all
provisions of this Indenture in respect of such Securities shall no
longer be in effect except the Company's and the Trustee's rights and
obligations under Sections 2.06, 7.07 and 8.03, and the Trustee at the
expense of the Company shall, upon Company Request, execute proper
instruments acknowledging the same if:

(1) the Company has deposited or caused to be
deposited with the Trustee as trust funds in trust for the
purpose (A) money in an amount, or (B)

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U.S. Government Obligations which through the payment of interest and
Principal in respect thereof in accordance with their terms will
provide on or before the due date of any payment in respect of such
Series of Securities money in an amount, or (C) a combination thereof,
sufficient, after payment, based on then applicable law, of all
Federal, state and local taxes in respect thereof payable by the
Trustee, in the opinion of a nationally-recognized firm of independent
public accountants selected by the Company expressed in a written
certification thereof delivered to the Trustee, to pay and discharge
(i) the Principal of and each installment of Principal of and interest
on the Outstanding Securities of that Series on the Stated Maturity of
such Principal or installment of Principal or interest and (ii) any
mandatory sinking fund payments or analogous payments or payments
pursuant to any call for redemption applicable to Securities of such
Series on the day on which such payments are due and payable in
accordance with the terms of the Indenture and of such Securities;

(2) no Event of Default or event which with
notice or lapse of time would become an Event of Default shall
have occurred and be continuing on the date of such deposit;

(3) the interest of the Holders in such deposit
shall have been duly perfected under the applicable provisions
of the Uniform Commercial Code;

(4) such deposit will not result in a breach or
violation of, or constitute a default under, this Indenture or
any other material agreement or instrument to which the
Company is a party or by which it is bound; and

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

SECTION 8.3. Application of Trust Funds; Indemnification.

(a) Subject to the provisions of paragraph (c) of this Section, all
money and U.S. Government Obligations deposited with the Trustee pursuant to
Section 8.1 or 8.2 and all money received by the Trustee in respect of U.S.
Government Obligations deposited with the Trustee, shall be held in trust and
applied by it, in accordance with the provisions of the Securities 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 interest for
whose payment such money and U.S. Government Obligations have been deposited
with or received by the Trustees as contemplated by Section 8.1 or 8.2.

(b) The Company shall pay and shall indemnify the Trustee against any
tax, fee or other charge imposed on or assessed against U.S. Government
Obligations deposited pursuant to Section 8.1 or 8.2 or the interest and
Principal received in respect of such obligations, other than any such tax, fee
or other charge payable by or on behalf of Holders. The Company shall be
entitled to

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prompt notice of an assessment or the commencement of any proceeding for which
indemnification may be sought hereunder.

(c) The Trustee shall deliver or pay to the Company from time to time
upon Company Request any U.S. Government Obligations or money held by it as
provided in Section 8.1 or 8.2 which, in the opinion of a nationally-recognized
firm of independent public accountants expressed in a written certification
thereof delivered to the Trustee, are then in excess of the amount thereof
which then would have been required to be deposited for the purpose for which
such obligations or money were deposited or received. The Trustee shall also
deliver or pay to the Company from time to time upon Company Request any U.S.
Government Obligations or money held by it as provided in Section 8.1 or 8.2,
in exchange for other U.S. Government Obligations or money, upon the following
conditions:

(1) such exchange shall occur simultaneously;

(2) 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 exchange
contemplated by paragraph (c) of this Section have been complied with;
and

(3) in the opinion of a nationally-recognized firm of
independent public accountants expressed in a written certification
thereof delivered to the Trustee, immediately after such exchange the
U.S. Government Obligations or money then held by the Trustee as
provided in Section 8.1 or 8.2 shall be in such amount as then would
have been required to be deposited in order to comply with Section
8.2(1) hereof.

ARTICLE IX

SUPPLEMENTAL INDENTURES

SECTION 9.1. Without Consent of Holders.

The Company and the Trustee may enter into one or more supplemental
indentures without consent of any Securityholder for any of the following
purposes:

(1) to cure any ambiguity, defect or inconsistency herein or
in the Securities of any Series;

(2) to comply with Article 5;

(3) to secure the Securities;

(4) to provide for uncertificated Securities in addition to
or in place of certificated Securities;

(5) to make any change that does not adversely affect the
rights of any Securityholder;

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(6) to provide for the issuance of and establish the form and
terms and conditions of Securities of any Series as provided in
Section 2.2, to establish the form of any certifications required to
be furnished pursuant to the term of this Indenture or any Series of
Securities, to add to the rights of the Holders of any Series of
Securities, or to surrender any right or power conferred on the
Company;

(7) to add to the rights of the Holders of any series of
Securities; or

(8) to provide for the appointment of a successor Trustee.

(9) The Trustee shall sign any supplemental indenture
authorized pursuant to this Section 9.1 if the supplemental indenture does not
adversely affect the rights, duties, liabilities or immunities of the Trustee.
If it does, the Trustee may but need not sign it. In signing such supplemental
indenture the Trustee shall be entitled to receive, and shall be fully
protected in relying upon, an Officers' Certificate and an Opinion of Counsel
stating that such supplemental indenture is authorized or permitted by this
Indenture.

SECTION 9.2. With Consent of Holders.

(a) With the written consent of the Holders of a majority in
principal amount of the outstanding Securities of each Series affected by such
supplemental indenture (with each Series voting as a class), the Company and
the Trustee may enter into a supplemental indenture to add any provisions to or
to change or eliminate any provisions of this Indenture or of any supplemental
indenture or to modify, in each case in any manner not covered by Section 9.1,
the rights of the Securityholders of each such Series. The Holders of a
majority in principal amount of the outstanding Securities of each Series
affected by such waiver (with each Series voting as a class), by notice to the
Trustee, may waive compliance by the Company with any provision of this
Indenture, any supplemental indenture or the Securities of any such Series
except a Default in the payment of the Principal of or interest on any
Security. However, without the consent of each Securityholder affected, an
amendment or waiver may not:

(1) reduce the amount of Securities whose Holders must
consent to an amendment or waiver;

(2) change the rate of or change the time for payment of
interest on any Security;

(3) change the Principal of or change the Stated Maturity of
any Security;

(4) reduce any premium payable upon the redemption of any
Security;

(5) waive a Default in the payment of the Principal of or
interest on any Security;

(6) make any Security payable in money other than that stated
in the Security; or

(7) make any change in Section 6.4, 6.7 or 9.2(a) (third
sentence).

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(b) It is not necessary under this Section 9.2 for the
Securityholders to consent to the particular form of any proposed supplemental
indenture, but it is sufficient if they consent to the substance thereof.

(c) Upon the request of the Company, accompanied by a copy of a
resolution of the Board of Directors certified by the Secretary or an Assistant
Secretary of the Company authorizing the execution of any such supplemental
indenture, and upon the filing with the Trustee of evidence of the consent of
Securityholders as aforesaid, the Trustee shall join with the Company in the
execution of such supplemental indenture unless such supplemental indenture
affects the Trustee's own rights, duties or immunities under this Indenture or
otherwise, in which case the Trustee may in its discretion, but shall not be
obligated to, enter into such supplemental indenture.

(d) Promptly after the execution by the Company and the Trustee of
any supplemental indenture pursuant to the provisions of this Section 9.2, the
Company shall transmit by mail a notice, setting forth in general terms the
substance of such supplemental indenture, to all Holders of Registered
Securities, as the names and addresses of such Holders appear on the register
for each Series of Securities, and to such Holders of Unregistered Securities
as are entitled to receive reports pursuant to Section 4.2(c). Any failure of
the Company to mail such notice, or any defect therein, shall not, however, in
any way impair or affect the validity of any such supplemental indenture.

(e) Upon the execution of any supplemental indenture pursuant to the
provisions of this Article Nine, this Indenture shall be and be deemed to be
modified and amended in accordance therewith and the respective rights,
limitation of rights, obligations, duties and immunities under this Indenture
of the Trustee, the Company and the Securityholders shall thereafter be
determined, exercised and enforced hereunder subject in all respects to such
modifications and amendments, and all the terms and conditions of any such
supplemental indenture shall be and be deemed to be part of the terms and
conditions of this Indenture for any and all purposes.

SECTION 9.3. Compliance with Trust Indenture Act.

Every amendment to this Indenture or the Securities of one or more
Series shall be set forth in a supplemental indenture that complies with the
TIA as then in effect.

SECTION 9.4. Revocation and Effect of Consents.

Until an amendment or waiver becomes effective, a consent to it by a
Holder of a Security is a continuing consent by the Holder and every subsequent
Holder of a Security or portion of a Security that evidences the same debt as
the consenting Holder's Security, even if notation of the consent is not made
on any Security. However, any such Holder or subsequent Holder may revoke the
consent as to his Security or portion of a Security if the Trustee receives the
notice of revocation before the date the amendment or waiver becomes effective.
After an amendment or waiver becomes effective, it shall bind every
Securityholder of each Series affected by such amendment or waiver.

SECTION 9.5. Notation on or Exchange of Securities.

The Trustee may place an appropriate notation about an amendment or
waiver on any Security of any Series thereafter authenticated. The Company in
exchange for Securities of that Series may

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issue and the Trustee shall authenticate new Securities of that Series that
reflect the amendment or waiver.

ARTICLE X

MISCELLANEOUS

SECTION 10.1. Trust Indenture Act Controls.

If any provision of this Indenture limits, qualifies, or conflicts
with a provision which is required to be included in this Indenture by the TIA,
the required provision shall control. If any provision of this Indenture
modifies or excludes any provision of the TIA that may be so modified or
excluded, the latter provision shall be deemed to apply to this Indenture as so
modified or excluded, as the case may be.

SECTION 10.2. Notices.

(a) Any notice or communication by the Company or the Trustee to the
other is duly given if in writing and delivered in person or mailed by
first-class mail:

if to the Company to:

Union Tank Car Company
000 Xxxx Xxxxxxxxxx Xxxxxx
Xxxxxxx, Xxxxxxxx 00000
Attn: ________________________

if to the Trustee to:

Xxxxxx Trust and Savings Bank
000 Xxxx Xxxxxx Xxxxxx
Xxxxxxx, Xxxxxxxx 00000
Attention: Indenture Trust\Xxx Xxxxxxx

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

(c) Any notice or communication to Holders of Securities entitled to
receive reports pursuant to Section 4.2(c) shall be mailed by first class mail
to the addresses for Holders of Registered Securities shown on the register
kept by the Registrar and to addresses filed with the Trustee for other
Holders. Failure to so mail a notice or communication or any defect in such
notice or communication shall not affect its sufficiency with respect to other
Holders of Securities of that or any other Series entitled to receive notice.

(d) If a notice or communication is mailed in the manner provided
above within the time prescribed, it is duly given, whether or not the
addressee receives it.

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(e) If the Company mails a notice or communication to
Securityholders, it shall mail a copy to the Trustee and to each Agent at the
same time.

(f) If it shall be impractical in the opinion of the Trustee or the
Company to make any publication of any notice required hereby in an Authorized
Newspaper, any publication or other notice in lieu thereof which is made or
given with the approval of the Trustee shall constitute a sufficient
publication of such notice.

SECTION 10.3. Communication by Holders with Other Holders.

Securityholders of any Series may communicate pursuant to TIA Section
312(b) with other Securityholders of that Series or of all Series with respect
to their rights under this Indenture or under the Securities of that Series or
of all Series. The Company, the Trustee, the Registrar and everyone else shall
have the protection of TIA Section
312(c).

SECTION 10.4. Certificate and Opinion as to Conditions Precedent.

Upon any request or application by the Company to the Trustee to take
under this Indenture any action under any provisions of this Indenture, the
Company shall furnish to the Trustee:

(1) an Officers' Certificate stating that, in the opinion of
the signers, all conditions precedent, if any, relating to the
proposed action have been complied with; and

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

SECTION 10.5. Statements Required in Certificate or Opinion.

Each certificate or opinion with respect to compliance with a
condition or covenant provided for in this Indenture shall include:

(1) a statement that the person making such certificate or
opinion has read such covenant or condition;

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

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

(4) a statement as to whether or not, in the opinion of such
person, such condition or covenant has been complied with.

SECTION 10.6. Rules by Trustee and Agents.

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52
The Trustee may make reasonable rules for action by or at a meeting of
Securityholders of one or more Series. The Paying Agent or Registrar may make
reasonable rules and set reasonable requirements for its functions.

SECTION 10.7. Payments on Business Day.

If a payment date is not a Business Day, payment may be made at such
place on the next succeeding Business Day with the same force and effect as if
made on such payment date, and no interest shall accrue for the intervening
period.

SECTION 10.8. Governing Law.

The laws of the State of Illinois shall govern this Indenture, the
Securities and any coupons appertaining thereto.

SECTION 10.9. No Adverse Interpretation of Other Agreements.

This Indenture may not be used to interpret another indenture, loan or
debt agreement of the Company or an Affiliate. No such indenture, loan or debt
agreement may be used to interpret this Indenture.

SECTION 10.10. No Recourse Against Others.

No director, officer, employee or stockholder, as such, of the Company
shall have any liability for any obligation of the Company under the Securities
or the Indenture or for any claim based on, in respect of or by reason of such
obligation or its creation. Each Securityholder by accepting a Security waives
and releases all such liability. The waiver and release are part of the
consideration for the issue of the Securities.

SECTION 10.11. Acts of Successor Corporation.

Any act or proceeding by any provision of this Indenture authorized or
required to be done or performed by any board, committee or officer of the
Company shall and may be done and performed with like force and effect by the
like board, committee or officer of any corporation that shall at the time be
the lawful sole successor of the Company.

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53

SECTION 10.12. Execution in Counterparts.

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

UNION TANK CAR COMPANY

By:
-----------------------------
Name:
Title:

(Seal)

Attest:

By:
-----------------------------
Name:
Title:

XXXXXX TRUST AND SAVINGS BANK,
Trustee

By:
-----------------------------
Name:
Title:

(Seal)

Attest:

By:
-----------------------------
Name:
Title:

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54
STATE OF ILLINOIS)
: ss.:
COUNTY OF XXXX )

On the _____ day of January, in the year 1997, before me personally
came ________________, to me known, who, being by me duly sworn, did depose and
say that ___ resides _____________________; that ___ is the __________of the
UNION TANK CAR COMPANY, one of the corporations described in and which executed
the above instrument; that ___ knows the corporate seal of said corporation;
that the seal affixed to the said instrument is such corporate seal; that it
was so affixed by authority of the Board of Directors of said corporation, and
that ___ signed ____ name thereto by like authority.

[NOTARIAL SEAL]
___________________________
My Commission Expires: ______, _____

STATE OF ILLINOIS)
: ss.:
COUNTY OF XXXX )

On the _____ day of January, in the year 1997, before me personally
came ________________, to me known, who, being by me duly sworn, did depose and
say that ___ resides _____________________; that ___ is the __________of the
XXXXXX TRUST AND SAVINGS BANK, as Trustee, one of the corporations described in
and which executed the above instrument; that ___ knows the corporate seal of
said corporation; that the seal affixed to the said instrument is such
corporate seal; that it was so affixed by authority of the Board of Directors
of said corporation, and that ___ signed ____ name thereto by like authority.

[NOTARIAL SEAL]
___________________________
My Commission Expires: ______, _____

55
TABLE OF CONTENTS

SECTION PAGE
------- ----

ARTICLE I

DEFINITIONS, INCORPORATION BY REFERENCE
AND RULES OF CONSTRUCTION

1.1. Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
1.2. Other Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
1.3. Incorporation by Reference of Trust Indenture Act . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
1.4. Rules of Construction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10

ARTICLE II

THE SECURITIES

2.1. Issuable in Series; Series Issuable in Tranches . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
2.2. Establishment of Terms and Form of Series of Securities . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
2.3. Execution, Authentication and Delivery . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
2.4. Registrar and Paying Agent . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
2.5. Currency and Manner of Payments in Respect of Securities . . . . . . . . . . . . . . . . . . . . . . . . . . 15
2.6. Paying Agent to Hold Money in Trust . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
2.7. Securityholder Lists; Ownership of Securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
2.8. Transfer and Exchange . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20
2.9. Replacement Securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21
2.10. Outstanding Securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22
2.11. Securities Held by the Company or an Affiliate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23
2.12. Temporary Securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23
2.13. Cancellation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23
2.14. Defaulted Interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24
2.15. Securities Issuable in the Form of a Global Security . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24
2.16. Unregistered Securities Represented by Global Security . . . . . . . . . . . . . . . . . . . . . . . . . . . 25

ARTICLE III

REDEMPTION OF SECURITIES AND SINKING FUNDS

3.1. Notice to Trustee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27
3.2. Selection of Securities to be Redeemed . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28
3.3. Notice of Redemption . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28
3.4. Effect of Notice of Redemption . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29
3.5. Deposit of Redemption Price . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29
3.6. Securities Redeemed in Part . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29
3.7. Securities Acquired by the Company . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29
3.8. Mandatory and Optional Sinking Funds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30

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ARTICLE IV

PARTICULAR COVENANTS OF THE COMPANY

4.1. Payment of Securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32
4.2. Reports by the Company . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32
4.3. Statement of Officers as to Default . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32
4.4. Filing with Listing Agent . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33

ARTICLE V

SUCCESSOR CORPORATION

5.1. When Company May Merge, etc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33
5.2. Successor Corporation Substituted . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33

ARTICLE VI

DEFAULTS AND REMEDIES

6.1. Events of Default . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34
6.2. Acceleration . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35
6.3. Other Remedies Available to Trustee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35
6.4. Waiver of Existing Defaults . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35
6.5. Control by Majority . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36
6.6. Limitation on Suits by Securityholders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36
6.7. Rights of Holders to Receive Payment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36
6.8. Collection Suits by Trustee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 37
6.9. Trustee May File Proofs of Claim . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 37
6.10. Priorities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 37
6.11. Undertaking for Costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 37

ARTICLE VII

TRUSTEE

7.1. Duties of Trustee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38
7.2. Rights of Trustee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 39
7.3. Individual Rights of Trustee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 39
7.4. Trustee's Disclaimer . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 39
7.5. Notice of Defaults . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 39
7.6. Reports by Trustee to Holders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 40
7.7. Compensation and Indemnity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 40
7.8. Replacement of Trustee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 41

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7.9. Successor Trustee, Agents by Merger, etc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 42
7.10. Eligibility; Disqualification . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 43
7.11. Preferential Collection of Claims Against Company . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 43

ARTICLE VIII

SATISFACTION AND DISCHARGE; DEFEASANCE

8.1. Satisfaction and Discharge of Securities of any Series . . . . . . . . . . . . . . . . . . . . . . . . . . . 43
8.2. Defeasance of Securities of any Series . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 44
8.3. Application of Trust Funds; Indemnification . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 45

ARTICLE IX

SUPPLEMENTAL INDENTURES

9.1. Without Consent of Holders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 46
9.2. With Consent of Holders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 47
9.3. Compliance with Trust Indenture Act . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 48
9.4. Revocation and Effect of Consents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 48
9.5. Notation on or Exchange of Securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 49

ARTICLE X

MISCELLANEOUS

10.1. Trust Indenture Act Controls . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 49
10.2. Notices . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 49
10.3. Communication by Holders with Other Holders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 50
10.4. Certificate and Opinion as to Conditions Precedent . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 50
10.5. Statements Required in Certificate or Opinion . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 50
10.6. Rules by Trustee and Agents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 51
10.7. Payments on Business Day . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 51
10.8. Governing Law . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 51
10.9. No Adverse Interpretation of Other Agreements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 51
10.10. No Recourse Against Others . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 51
10.11. Acts of Successor Corporation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 51
10.12. Execution in Counterparts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 52

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