MAPCO INC. to

EXHIBIT 4.6

Draft -- January 27, 1997

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MAPCO INC.

THE FIRST NATIONAL BANK OF CHICAGO, Trustee

SUBORDINATED INDENTURE

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Dated as of _________________, 1997

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Providing for Issuance of
Subordinated Debt Securities in Series

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2
Reconciliation and tie between Subordinated Indenture, dated as of
_____________, 1997 (the "Indenture") and the Trust Indenture Act of 1939, as
amended.

Trust Indenture Act Indenture
of 1939 Section Section

310(a)(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6.10
(a)(2) . . . . . . . . . . . . . . . . . . . . . . . . . . . 6.10
(a)(3) . . . . . . . . . . . . . . . . . . . . . . . . . . . TIA
(a)(4) . . . . . . . . . . . . . . . . . . . . . . . . . . . Not Applicable
(a)(5) . . . . . . . . . . . . . . . . . . . . . . . . . . . TIA
(b) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6.8; 6.10;
TIA

311(a) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . TIA
(b) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . TIA

312(a) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10.1
(b) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . TIA
(c) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . TIA

313(a) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10.3; TIA
(b) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . TIA
(c) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . TIA
(d) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . TIA

314(a) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10.4; 9.7; TIA
(b) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Not Applicable
(c)(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . 1.2
(c)(2) . . . . . . . . . . . . . . . . . . . . . . . . . . . 1.2
(c)(3) . . . . . . . . . . . . . . . . . . . . . . . . . . . Not Applicable
(d) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Not Applicable
(e) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . TIA
(f) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . TIA

315(a) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6.1
(b) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6.6
(c) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6.1
(d)(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . TIA
(d)(2) . . . . . . . . . . . . . . . . . . . . . . . . . . . TIA
(d)(3) . . . . . . . . . . . . . . . . . . . . . . . . . . . TIA
(e) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . TIA

316(a)(last sentence) . . . . . . . . . . . . . . . . . . . . . . . 1.1
(a)(1)(A) . . . . . . . . . . . . . . . . . . . . . . . . . . 5.2; 5.8
(a)(1)(B) . . . . . . . . . . . . . . . . . . . . . . . . . . 5.7
(b) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5.9; 5.10

(c) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . TIA
317(a)(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5.3
(a)(2) . . . . . . . . . . . . . . . . . . . . . . . . . . . 5.4
(b) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9.3

318(a) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1.11
(b) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . TIA
(c) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1.11; TIA

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This reconciliation and tie section does not constitute part of the
Indenture.
4
TABLE OF CONTENTS

Page

ARTICLE 1 Definitions and Other Provisions of General Application . . . . . . . . . . . . . . . . . . . . . 1
1.1. Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
1.2. Compliance Certificates and Opinions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
1.3. Form of Documents Delivered to Trustee . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
1.4. Acts of Holders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
1.5. Notices, etc., to Trustee and Company . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
1.6. Notice to Holders; Waiver . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
1.7. Headings and Table of Contents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20
1.8. Successor and Assigns . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20
1.9. Separability . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20
1.10. Benefits of Indenture . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20
1.11. Incorporators, Stockholders, Officers and Directors of the Company Exempt from
Individual Liability . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21
1.12. Governing Law; Conflict with Trust Indenture Act . . . . . . . . . . . . . . . . . . . . . . . 21
1.13. Legal Holidays . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21
1.14. Moneys of Different Currencies to Be Segregated . . . . . . . . . . . . . . . . . . . . . . . 22
1.15. Independence of Covenants . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22
1.16. Counterparts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22

ARTICLE 2 Security Forms . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22
2.1. Forms Generally . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22
2.2. Form of Trustee's Certificate of Authentication . . . . . . . . . . . . . . . . . . . . . . . . 23
2.3. Securities in Global Form . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23
2.4. Form of Legend for Securities in Global Form . . . . . . . . . . . . . . . . . . . . . . . . . 24

ARTICLE 3 The Securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25
3.1. Amount Unlimited; Issuable in Series . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25
3.2. Denominations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30
3.3. Execution, Authentication, Delivery and Dating . . . . . . . . . . . . . . . . . . . . . . . . 30
3.4. Temporary Securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34
3.5. Registration, Transfer and Exchange . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35
3.6. Replacement Securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 41
3.7. Payment of Interest; Interest Rights Preserved . . . . . . . . . . . . . . . . . . . . . . . . 42
3.8. Persons Deemed Owners . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 45
3.9. Cancellation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 46

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3.10. Computation of Interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 47
3.11. CUSIP Numbers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 47
3.12. Currency and Manner of Payment in Respect of Securities . . . . . . . . . . . . . . . . . . . . 47

ARTICLE 4 Satisfaction, Discharge and Defeasance . . . . . . . . . . . . . . . . . . . . . . . . . . . . 48
4.1. Termination of Company's Obligations Under the Indenture . . . . . . . . . . . . . . . . . . . 48
4.2. Application of Trust Funds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 50
4.3. Applicability of Defeasance Provisions; Company's Option to Effect Defeasance or Covenant
Defeasance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 50
4.4. Defeasance and Discharge . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 50
4.5. Covenant Defeasance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 51
4.6. Conditions to Defeasance or Covenant Defeasance . . . . . . . . . . . . . . . . . . . . . . . . 52
4.7. Deposited Money and Government Obligations to Be Held in Trust . . . . . . . . . . . . . . . . 54
4.8. Repayment to Company . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 55
4.9. Indemnity for Government Obligations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 55
4.10. Reinstatement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 55

ARTICLE 5 Defaults and Remedies . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 56
5.1. Events of Default . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 56
5.2. Acceleration; Rescission and Annulment . . . . . . . . . . . . . . . . . . . . . . . . . . . . 58
5.3. Collection of Indebtedness and Suits for Enforcement by Trustee . . . . . . . . . . . . . . . . 59
5.4. Trustee May File Proofs of Claim . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 60
5.5. Trustee May Enforce Claims Without Possession of Securities . . . . . . . . . . . . . . . . . . 60
5.6. Delay or Omission Not Waiver . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 60
5.7. Waiver of Past Defaults . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 61
5.8. Control by Majority . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 61
5.9. Limitation on Suits by Holders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 61
5.10. Rights of Holders to Receive Payment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 62
5.11. Application of Money Collected . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 63
5.12. Restoration of Rights and Remedies . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 63
5.13. Rights and Remedies Cumulative . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 64
5.14. Undertaking for Costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 64
5.15. Waiver of Stay, Extension or Usury Laws . . . . . . . . . . . . . . . . . . . . . . . . . . . . 64

ARTICLE 6 The Trustee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 65
6.1. Certain Duties and Responsibilities of the Trustee . . . . . . . . . . . . . . . . . . . . . . 65
6.2. Rights of Trustee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 65
6.3. Trustee May Hold Securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 66
6.4. Money Held in Trust . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 66
6.5. Trustee's Disclaimer . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 66
6.6. Notice of Defaults . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 67

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6.7. Compensation and Indemnity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 67
6.8. Replacement of Trustee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 68
6.9. Acceptance of Appointment by Successor . . . . . . . . . . . . . . . . . . . . . . . . . . . . 70
6.10. Eligibility; Disqualification . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 71
6.11. Merger, Conversion, Consolidation or Succession to Business . . . . . . . . . . . . . . . . . . 72
6.12. Preferential Collection of Claims Against Company . . . . . . . . . . . . . . . . . . . . . . . 72
6.13. Appointment of Authenticating Agent . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 73

ARTICLE 7 Consolidation, Merger or Sale by the Company . . . . . . . . . . . . . . . . . . . . . . . . . 75
7.1. Consolidation, Merger or Sale of Assets Permitted . . . . . . . . . . . . . . . . . . . . . . . 75

ARTICLE 8 Supplemental Indentures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 76
8.1. Supplemental Indentures Without Consent of Holders . . . . . . . . . . . . . . . . . . . . . . 76
8.2. Supplemental Indentures With Consent of Holders . . . . . . . . . . . . . . . . . . . . . . . . 78
8.3. Compliance with Trust Indenture . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 80
8.4. Execution of Supplemental Indentures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 80
8.5. Effect of Supplemental Indentures. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 80
8.6. Reference in Securities to Supplemental Indentures. . . . . . . . . . . . . . . . . . . . . . . 80
8.7. Notice of Supplemental Indentures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 81

ARTICLE 9 Covenants . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 81
9.1. Payment of Principal, Premium, if any, and Interest . . . . . . . . . . . . . . . . . . . . . . 81
9.2. Maintenance of Office or Agency . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 81
9.3. Money for Securities Payments to Be Held in Trust; Unclaimed Money . . . . . . . . . . . . . . 83
9.4. Corporate Existence . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 85
9.5. Limitations on Liens . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 85
9.6. Restrictions on Sale and Leaseback Transactions . . . . . . . . . . . . . . . . . . . . . . . . 87
9.7. Annual Review Certificate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 88

ARTICLE 10 Holders' Lists and Reports by Trustee and Company . . . . . . . . . . . . . . . . . . . . . . . 88
10.1. Company to Furnish Trustee Names and Addresses of Holders . . . . . . . . . . . . . . . . . . . 88
10.2. Preservation of Information, Communications to Holders . . . . . . . . . . . . . . . . . . . . 89
10.3. Reports by Trustee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 89
10.4. Reports by the Company . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 90

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ARTICLE 11 Redemption . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 91
11.1. Applicability of Article . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 91
11.2. Election to Redeem; Notice to Trustee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 91
11.3. Selection of Securities to Be Redeemed. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 91
11.4. Notice of Redemption . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 92
11.5. Deposit of Redemption Price . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 93
11.6. Securities Payable on Redemption Date . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 94
11.7. Securities Redeemed in Part . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 95

ARTICLE 12 Sinking Funds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 95
12.1. Applicability of Article . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 95
12.2. Satisfaction of Sinking Fund Payments with Securities . . . . . . . . . . . . . . . . . . . . . 96
12.3. Redemption of Securities for Sinking Fund . . . . . . . . . . . . . . . . . . . . . . . . . . . 96

ARTICLE 13 Meetings of Holders of Bearer Securities . . . . . . . . . . . . . . . . . . . . . . . . . . . 97
13.1. Purposes for Which Meetings May Be Called . . . . . . . . . . . . . . . . . . . . . . . . . . . 97
13.2. Call, Notice and Place of Meetings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 97
13.3. Persons Entitled to Vote at Meetings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 98
13.4. Quorum; Action . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 98
13.5. Determination of Voting Rights; Conduct and Adjournment of Meetings . . . . . . . . . . . . . . 99
13.6. Counting Votes and Recording Action of Meetings . . . . . . . . . . . . . . . . . . . . . . . . 101

ARTICLE 14 Conversion or Exchange of Securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 101
14.1. Applicability of Article . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 101
14.2. Exercise of Conversion or Exchange Privilege . . . . . . . . . . . . . . . . . . . . . . . . . 102
14.3. No Fractional Equity Securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 103
14.4. Adjustment of Conversion or Exchange Price; Consolidation or Merger . . . . . . . . . . . . . . 104
14.5. Notice of Certain Corporate Actions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 105
14.6. Reservation of Equity Securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 106
14.7. Payment of Certain Taxes Upon Conversion or Exchange . . . . . . . . . . . . . . . . . . . . . 107
14.8. Duties of Trustee Regarding Conversion or Exchange . . . . . . . . . . . . . . . . . . . . . . 107
14.9. Repayment of Certain Funds Upon Conversion or Exchange . . . . . . . . . . . . . . . . . . . . 107

ARTICLE 15 Subordination . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 108
15.1. Agreement to Subordinate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 108
15.2. Liquidation; Dissolution; Bankruptcy . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 108
15.3. Default on Senior Debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 110
15.4. Securities May Be Paid Prior to Dissolution, Etc. . . . . . . . . . . . . . . . . . . . . . . . 113
15.5. Notices by Company . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 114

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15.6. Subrogation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 114
15.7. Relative Rights . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 114
15.8. Subordination May Not Be Impaired by Company . . . . . . . . . . . . . . . . . . . . . . . . . 115
15.9. Distribution or Notice to Representative . . . . . . . . . . . . . . . . . . . . . . . . . . . 115
15.10. Rights of Trustee and Paying Agent . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 115
15.11. Certain Conversions or Exchanges
Deemed Payment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 116

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SUBORDINATED INDENTURE (the "Indenture"), dated as of
___________, 1997, between MAPCO INC., a Delaware corporation (the "Company"),
and THE FIRST NATIONAL BANK OF CHICAGO, a national banking association, as
Trustee (the "Trustee").

Recitals

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

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

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

ARTICLE 1

Definitions and Other Provisions
of General Application

Section 1.1. Definitions. (a) For all purposes
of this Indenture, except as otherwise expressly provided or unless the context
otherwise requires:

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

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

(3) all accounting terms not otherwise defined herein
have the meanings assigned to them in accordance with generally
accepted accounting principles as in effect in the United States of
America from time to time; provided that when two or more principles
are so

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generally accepted, it shall mean that set of principles consistent
with those in use by the Company; and

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

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

"Agent" means any Paying Agent or Registrar.

"Authenticating Agent" means any authenticating agent
appointed by the Trustee pursuant to Section 6.13.

"Authorized Newspaper" means a newspaper of general
circulation, in the official language of the country of publication or in the
English language, customarily published on each Business Day whether or not
published on Saturdays, Sundays or holidays. Whenever successive publications
in an Authorized Newspaper are required hereunder they may be made (unless
otherwise expressly provided herein) on the same or different days of the week
and in the same or different Authorized Newspapers.

"Bearer Security" means any Security issued hereunder
which is payable to bearer.

"Board" or "Board of Directors" means the Board of
Directors of the Company, or any duly authorized committee thereof.

"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 duly 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.

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

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

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

"Company Order" and "Company Request" mean, respectively,
a written order or request signed in the name of the Company by two Officers,
one of whom must be the Chairman of the Board, the President, the Chief
Executive Officer, the Chief Operating Officer, the Chief Financial Officer, a
Vice President, the Treasurer or the Secretary of the Company.

"consent", "waive" and "rescind", when used with respect
to the consent, waiver or rescission of or by the Holders of a specified
percentage in aggregate principal amount of Securities of any series issuable
as Bearer Securities, shall mean any of (i) a favorable vote with respect to
such consent, waiver or rescission, at any meeting of Holders of Securities of
such series duly called and held in accordance with the provisions of Article
13, by the Holders of the applicable percentage in aggregate principal amount
of such Securities specified in the third paragraph of Section 13.4; (ii)
written consents, waivers or rescissions of or by the Holders of such specified
percentage in aggregate principal amount of such Securities; and (iii) a
combination of the favorable vote with respect to such consent, waiver or
rescission, at any meeting of Holders of Securities of such series duly called
and held in accordance with the provisions of Article 13, by the Holders

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of less than the applicable percentage in aggregate principal amount of such
Securities specified in the third paragraph of Section 13.4 and written
consents, waivers or rescissions of other Holders of such Securities, where the
sum of the percentage of such Holders so voting in favor and the percentage of
such Holders signing such written consents, waivers or rescissions is equal to
at least such specified percentage.

"Consolidated Net Tangible Assets" means the total amount
of assets appearing in the consolidated balance sheet of the Company and its
Subsidiaries (less applicable reserves for depreciation and other asset
valuation reserves), after deducting therefrom (i) all current liabilities
(excluding any current liabilities that are by their terms extendable or
renewable at the option of the obligor thereon to a time more than 12 months
after the time as of which the amount thereof is being computed) and (ii) all
segregated goodwill, trade names, trademarks, patents, unamortized debt
discount and expense and other like intangibles, all as set forth on the most
recent consolidated balance sheet of the Company and its Subsidiaries and
prepared in accordance with generally accepted accounting principles.

"Corporate Trust Office" means an office of the Trustee in
New York, New York at which at any particular time its corporate trust business
shall be administered, which office at the date hereof is located at 00 Xxxx
Xxxxxx, 0xx Xxxxx, Window 2, New York, New York 10005, Attention: Corporate
Trust Administration.

"Credit Agreement" means the Competitive Advance and
Revolving Credit Facility Agreement, dated as of April 29, 1994, between the
Company, the lenders named therein and The Chase Manhattan Bank (as successor
to Chemical Bank), as agent for such lenders, as the same may be amended,
supplemented, waived, otherwise modified, extended, refinanced, refunded,
replaced or renewed from time to time.

"currency unit" for all purposes of this Indenture shall
include any composite currency, including, without limitation, ECU.

"Debt" means, with respect to any Person, (i) every
obligation of such Person for money borrowed; (ii) every obligation of such
Person evidenced by bonds, debentures, promissory notes or other similar
instruments, including obligations so evidenced that are incurred in

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connection with the acquisition of property, assets or businesses; (iii) every
reimbursement obligation of such Person with respect to letters of credit,
bankers' acceptances or similar facilities issued for the account of such
Person; and (iv) every obligation of the type referred to in clauses (i)
through (iii) of another Person the payment of which such Person has guaranteed
or for which such Person is responsible, as obligor or otherwise; provided that
Debt shall not include accounts payable or liabilities to trade creditors of
any entity.

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

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

"Dollar" means the currency of the United States as at the
time of payment is legal tender for the payment of public and private debts.

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

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

"Exchange Rate Certificate" means a certificate, signed by
a Responsible Officer of the Trustee, setting forth (i) the applicable Market
Exchange Rate or the applicable bid quotation and (ii) the Dollar amount of
principal (and premium, if any) and interest, if any (on an aggregate basis and
on the basis of a Security having the lowest denomination principal amount in
the relevant currency or currency unit), that would be payable with respect to
a Security of the applicable series on the basis of such Market Exchange Rate
or the applicable bid quotation.

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

"Funded Debt" means all Indebtedness (i) maturing one year
or more from the date of the creation thereof, (ii) directly or indirectly
renewable or extendible, at the option of the debtor, by its terms or by the
terms of any instrument or agreement relating thereto, to a date one year or
more from the date of the creation thereof, (iii) under a revolving credit or
similar agreement obligating the lender or lenders to extend credit over a
period of one year or more or (iv) evidenced by commercial paper backed by such
a revolving credit or similar agreement.

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

"Holder" means, with respect to a Bearer Security, a
bearer thereof or of an interest coupon appertaining thereto and, with respect
to a Registered Security, a Person in whose name a Security is registered on
the Register.

"Indenture" means this Subordinated Indenture as amended
and restated hereby or as amended, waived or

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supplemented from time to time and shall include and incorporate by reference
the forms and terms of particular series of Securities established as
contemplated hereunder.

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

"interest", when used with respect to an Original Issue
Discount Security which by its terms bears interest only after maturity, means
interest payable after maturity and, when used with respect to any other
Security, means the interest payable thereon in accordance with its terms.

"Interest Payment Date", when used with respect to any
Security, means the Stated Maturity of an installment of interest on such
Security.

"Market Exchange Rate" means, unless otherwise specified
with respect to any Securities pursuant to Section 3.1, (i) for a conversion of
any currency unit into Dollars, the exchange rate between the relevant currency
unit and Dollars calculated by the method specified pursuant to Section 3.1 for
the Securities of the relevant series, and (ii) for a conversion of any Foreign
Currency into Dollars, the applicable exchange rate between such Foreign
Currency and Dollars set forth under the heading, "Currency Trading -- Exchange
Rates" in the "Money & Investing" section of The Wall Street Journal (or in
such other section of The Wall Street Journal in which foreign currency
exchange rates may be regularly published from time to time) as of the most
recent available date, in each case as determined by the Trustee. Unless
otherwise specified with respect to any Securities pursuant to Section 3.1, in
the event of the unavailability of any of the exchange rates provided for in
the foregoing clauses (i) and (ii), the Trustee shall use the average of the
quotations from at least three major banks acceptable to the Company in The
City of New York (which may include any such bank acting as Trustee under this
Indenture), or such other quotations as the Trustee and the Company shall deem
appropriate.

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

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"Officer" means the Chairman of the Board, the President,
the Chief Executive Officer, the Chief Operating Officer, the Chief Financial
Officer, any Vice President, the Treasurer, any Assistant Treasurer, the
Secretary or any Assistant Secretary of the Company.

"Officers' Certificate", when used with respect to the
Company, means a certificate signed by two Officers, one of whom must be the
Chairman of the Board, the President, the Chief Executive Officer, the Chief
Operating Officer, the Chief Financial Officer, any Vice President, the
Treasurer or the Secretary of the Company.

"Opinion of Counsel" means a written opinion from the
general counsel of the Company or other legal counsel who is reasonably
acceptable to the Trustee. Such counsel may be an employee of or counsel to
the Company.

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

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

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

(ii) Securities, or portions thereof, for whose
payment or redemption money or Government Obligations (as provided for
in Section 4.6) in the necessary amount has been theretofore deposited
with the Trustee or any Paying Agent (other than the Company) in trust
or set aside and segregated in trust by the Company (if the Company
shall act as its own Paying Agent) for the Holders of such Securities
and any interest coupons appertaining thereto, provided that, if such
Securities are to be redeemed, notice of such redemption has been duly
given pursuant to this Indenture or provisions therefor satisfactory
to the Trustee have been made;

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

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

provided, however, that in determining whether the Holders of the requisite
principal amount of the Outstanding Securities have given any request, demand,
authorization, direction, notice, consent or waiver hereunder, or whether
sufficient funds are available for redemption or for any other purpose, and for
the purpose of making the calculations required by Section 313 of the Trust
Indenture Act, (w) the principal amount of any Original Issue Discount
Securities that may be counted in making such determination or calculation and
that shall be deemed to be Outstanding for such purpose shall be equal to the
amount of principal thereof that would be (or shall have been declared to be)
due and payable, at the time of such determination, upon a declaration of
acceleration of the Maturity thereof pursuant to Section 5.2, (x) the principal
amount of any Security denominated in a Foreign Currency that may be counted in
making such determination or calculation and that shall be deemed Outstanding
for such purpose shall be equal to the Dollar equivalent, determined as of the
date such Security is originally issued by the Company as set forth in an
Exchange Rate Certificate, of the principal amount (or, in the case of an
Original Issue Discount Security, the Dollar equivalent as of such date of
original issuance of the amount determined as provided in clause (w) above) of
such Security, (y) the principal amount of any Indexed Security that may be
counted in making such determination or calculation and that shall be deemed
Outstanding for such purpose shall be equal to the principal face amount of
such Indexed Security at original issuance, unless otherwise provided with
respect to such Security pursuant to Section 3.1, and (z) Securities owned by
the Company or any other obligor upon the Securities or any Affiliate of the
Company or of such other obligor shall be disregarded and deemed not to be
Outstanding, except that, in determining whether the Trustee shall be protected
in making such calculation or in relying upon any such request, demand,
authorization, direction, notice, consent or waiver, only Securities which the
Trustee knows to be so owned shall be so disregarded. Securities so owned
which have been pledged in good faith may be regarded

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as Outstanding if the pledgee establishes to the satisfaction of the Trustee
the pledgee's right so to act with respect to such Securities and that the
pledgee is not the Company or any other obligor upon the Securities or any
Affiliate of the Company or of such other obligor.

"Paying Agent" means any Person authorized by the Company
to pay the principal of, premium, if any, interest, if any, and any other
payments due on any Securities on behalf of the Company.

"Periodic Offering" means an offering of Securities of a
series from time to time the specific terms of which Securities, including,
without limitation, the rate or rates of interest or formula or formulae for
determining the rate or rates of interest thereon, if any, the Maturity
thereof, the redemption provisions, if any, and any other terms specified as
contemplated by Section 3.1, with respect thereto, are to be determined by the
Company upon the issuance of such Securities.

"Person" means any individual, corporation, partnership,
joint venture, limited liability company, association, joint-stock company,
trust, other entity, unincorporated organization or government or any agency or
political subdivision thereof.

"Place of Payment", when used with respect to the
Securities of or within any series, means the place or places where the
principal of, premium, if any, interest and any other payments due on such
Securities are payable as specified as contemplated by Sections 3.1 and 9.2.

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

"Principal Property" means (i) any interest in property
located in the United States which is capable of producing natural gas liquids
in paying quantities, (ii) any pipeline of an 8-inch diameter or larger located
in the United States and (iii) any refining or manufacturing facility
(including in each case, the equipment therein but excluding related
transportation or marketing facilities)

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located within the United States, in each case whether owned on the date of
this Indenture or thereafter acquired (other than any facility acquired after
the date of this Indenture principally for the control or abatement of
atmospheric pollutants or contaminants, or water, noise, odor or other
pollution, or any facility financed from the proceeds of pollution control or
revenue bonds), which would be reflected on a consolidated balance sheet of the
Company and its Subsidiaries prepared in accordance with generally accepted
accounting principles, excluding all such tangible property (a) located outside
the United States, (b) having a gross book value (without deduction of any
applicable depreciation reserves) on the date as of which the determination is
being made of less than one % of Consolidated Net Tangible Assets or (c) which,
in the opinion of the Board of Directors set forth in a Board Resolution, is
not material to the Company and its consolidated Subsidiaries taken as a whole.

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

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

"Registered Security" means any Security issued hereunder
and registered as to principal and interest in the Register.

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

"Representative" means the trustee or any agent or
representative (if any) of or for the creditors under an issue of Senior Debt.

"Responsible Officer", when used with respect to the
Trustee, shall mean any vice president, the secretary, any assistant secretary,
the treasurer, any assistant treasurer, any trust officer or assistant trust
officer, or any officer of the Trustee customarily performing functions similar
to those performed by any of the above designated officers and also shall mean,
with respect to a particular corporate trust matter, any officer to whom such
matter is

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referred because of his knowledge of and familiarity with the particular
subject.

"Restricted Subsidiary" means any Subsidiary which is
incorporated under the laws of any State of the United States or of the
District of Columbia, and which owns a Principal Property.

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

"Senior Debt" means the principal of and premium, if any,
and interest on (including interest that, but for the filing of a petition
initiating any proceeding pursuant to any bankruptcy law with respect to the
Company, would accrue on such obligations, whether or not such claim is allowed
in such bankruptcy proceeding) and all other monetary obligations of every kind
or nature due on or in connection with any Debt of the Company (other than the
Securities), whether outstanding on the date of this Indenture or thereafter
created, incurred or assumed, unless, in the case of any particular Debt, the
instrument creating or evidencing the same or pursuant to which the same is
outstanding expressly provides that such Debt shall not be senior in right of
payment to the Securities or to other Debt which is pari passu with, or
subordinated to, the Securities. Without limiting the generality of the
foregoing, "Senior Debt" shall include the Debt, interest and all other
monetary obligations of any kind or nature due under the Credit Agreement.
Notwithstanding the foregoing, Senior Debt shall not include (i) Debt of the
Company to any of its Subsidiaries for money borrowed or advanced from such
Subsidiary or (ii) amounts owed to trade creditors in the ordinary course of
business.

"Special Record Date" for the payment of any Defaulted
Interest means a date fixed by the Trustee pursuant to Section 3.7.

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

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"Subsidiary" of any Person means any Person of which at
least a majority of the outstanding voting securities having ordinary voting
power for the election of directors or other governing body, or other ownership
interests ordinarily constituting a majority voting interest, is owned or
controlled, directly or indirectly, by such Person or by one or more
Subsidiaries of such Person, or by such Person and one or more Subsidiaries of
such Person.

"Trust Indenture Act" means the Trust Indenture Act of
1939 as amended and as in effect on the date of this Indenture, except as
provided in Section 8.3; provided, however, that if the Trust Indenture Act of
1939 is amended after such date, "Trust Indenture Act" means, to the extent
required by any such amendment, the Trust Indenture Act of 1939 as so amended.

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

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

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

"Vice President", when used with respect to the Company,
means any Vice President of the Company whether or not designated by a number
or a word or words added before or after the title "Vice President."

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

Term Section

"Act" 1.4(a)
"Bankruptcy Law" 5.1
"Common Stock" 14.1(b)(i)
"covenant defeasance" 4.5
"Custodian" 5.1
"Defaulted Interest" 3.7(b)
"defeasance" 4.4
"Equity Securities" 14.1(b)
"Event of Default" 5.1
"Indebtedness" 9.5
"Lien" 9.5
"NASDAQ" 14.3
"Payment Default" 15.3(b)
"Permitted Junior Securities" 15.11
"Preferred Stock" 14.1(b)(ii)
"Register" 3.5
"Registrar" 3.5
"Sale and Leaseback
Transaction" 9.6

Section 1.2. Compliance Certificates and
Opinions. Upon any application or request by the Company to the Trustee to
take any action under any provision of this Indenture, the Company shall
furnish to the Trustee such certificates and opinions as may be required under
the Trust Indenture Act (including Section 314(c) of the Trust Indenture Act).
Each such certificate or opinion shall be given in the form of an Officers'
Certificate, if to be given by an officer or officers of the Company, or an
Opinion of Counsel, if to be given by counsel, and shall comply with the
requirements of the Trust Indenture Act and any other requirements set forth in
this Indenture.

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

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

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

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

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

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

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

Any certificate, statement or opinion of an officer of the
Company or of counsel may be based, insofar as it relates to accounting
matters, upon a certificate or opinion of or representations by an accountant
or firm of accountants in the employ of the Company, unless such of-

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ficer or counsel, as the case may be, knows, or in the exercise of reasonable
care should know, that the certificate or opinion or representations with
respect to the accounting matters upon which his certificate, statement or
opinion is based are erroneous.

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

Section 1.4. Acts of Holders. (a) Any request,
demand, authorization, direction, notice, consent, waiver or other action
provided by this Indenture to be given or taken by Holders may be embodied in
and evidenced by one or more instruments of substantially similar tenor signed
(either physically or by means of a facsimile or an electronic transmission,
provided, in the case of an electronic transmission, that it is transmitted
through the facilities of a Depositary) by such Holders in person or by agent
or proxy duly appointed in writing. If Securities of a series are issuable as
Bearer Securities, any request, demand, authorization, direction, notice,
consent, waiver or other action provided by this Indenture to be given or taken
by Holders of Securities of such series may, alternatively, be embodied in and
evidenced by the record of Holders of Securities of such series voting in favor
thereof pursuant to the third paragraph of Section 13.4, either in person or by
proxies duly appointed in writing, at any meeting of Holders of Securities of
such series duly called and held in accordance with the provisions of Article
13, or a combination of such instruments and any such record. Except as herein
otherwise expressly provided, such action shall become effective when such
instrument or instruments or record or both are received (either physically or
by means of a facsimile or an electronic transmission, provided, in the case of
an electronic transmission, that it is transmitted through the facilities of a
Depositary) by the Trustee and, where it is hereby expressly required, to the
Company. Such instrument or instruments and record (and the action embodied
therein and evidenced thereby) are herein sometimes referred to as the "Act" of
the Holders signing such instrument or instruments or, in the case of Holders
of Securities of a series issuable as Bearer Securities, so voting at such
meeting. The Company and the Trustee may assume that any Act of a Holder has
not been modified or revoked unless written notice to the contrary is received
prior to the time that the action to which such Act relates has become effec-

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tive. Proof of execution of any such instrument or of a writing appointing any
such agent shall be sufficient for any purpose of this Indenture and (subject
to Section 315 of the Trust Indenture Act) conclusive in favor of the Trustee
and the Company, if made in the manner provided in this Section. The record of
any meeting of Holders of Securities issuable as Bearer Securities shall be
proved in the manner provided in Section 13.6.

(b) The fact and date of the execution by any Person of
any such instrument or writing and the authority of the Person executing the
same may be proved in any manner which the Trustee deems sufficient.

(c) The ownership of Bearer Securities may be proved by
the production of such Bearer Securities or by a certificate executed by any
trust company, bank, banker or other depository, wherever situated, if such
certificate shall be deemed by the Trustee to be satisfactory, showing that at
the date therein mentioned such Person had on deposit with such trust company,
bank, banker or other depository, or exhibited to it, the Bearer Securities
therein described; or such facts may be proved by the certificate or affidavit
of the Person holding such Bearer Securities, if such certificate or affidavit
is deemed by the Trustee to be satisfactory. The Trustee and the Company may
assume that such ownership of any Bearer Security continues until (i) another
such certificate or affidavit bearing a later date issued in respect of the
same Bearer Security is produced, (ii) such Bearer Security is produced to the
Trustee by some other Person, (iii) such Bearer Security is surrendered in
exchange for a Registered Security or (iv) such Bearer Security is no longer
Outstanding. The ownership of Bearer Securities may also be proved in any
other manner which the Trustee deems sufficient.

(d) The ownership of Registered Securities shall be proved
by the Register.

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

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(f) If the Company shall solicit from the Holders any
request, demand, authorization, direction, notice, consent, waiver or other
Act, the Company may, at its option, by or pursuant to a Board Resolution, fix
in advance a record date for the determination of Holders of Registered
Securities entitled to give such request, demand, authorization, direction,
notice, consent, waiver or other Act, but the Company shall have no obligation
to do so. Notwithstanding Section 316(c) of the Trust Indenture Act, any such
record date shall be the record date specified in or pursuant to such Board
Resolution, which shall be a date not more than 30 days prior to the first
solicitation of Holders generally in connection therewith and no later than the
date such first solicitation is completed. If such a record date is fixed,
such request, demand, authorization, direction, notice, consent, waiver or
other Act may be given before or after such record date, but only the Holders
of Registered Securities of record at the close of business on such record date
shall be deemed to be Holders for the purposes of determining whether Holders
of the requisite proportion of Outstanding Securities have authorized or agreed
or consented to such request, demand, authorization, direction, notice,
consent, waiver or other Act, and for that purpose the Outstanding Securities
shall be computed as of such record date; provided that no such authorization,
agreement or consent by the Holders on such record date shall be deemed
effective unless it shall become effective pursuant to the provisions of this
Indenture not later than six months after the record date.

Without limiting the foregoing, a Holder entitled to give
or take any action hereunder with regard to any particular Security may do so
with regard to all or any part of the principal amount of such Security or by
one or more duly appointed agents, each of which may do so pursuant to such
appointment with regard to all or any part of the principal amount of such
Security to which such appointment relates.

Section 1.5. Notices, etc., to Trustee and
Company. Any request, demand, authorization, direction, notice, consent,
waiver or Act of Holders or other document provided or permitted by this
Indenture to be made upon, given or furnished to, or filed with,

(1) the Trustee by any Holder or by the Company shall be
sufficient for every purpose hereunder (unless otherwise herein
expressly provided, including, without limitation, as provided in
Section 1.4(a)) if in

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27
writing and mailed, first-class postage prepaid, to the Trustee at its
Corporate Trust Office, Attention: Corporate Trust Administration, or

(2) the Company by the Trustee or by any Holder shall be
sufficient for every purpose hereunder (unless otherwise herein
expressly provided, including, without limitation, as provided in
Section 1.4(a)) if in writing and mailed, first-class postage prepaid,
to the Company addressed to it at 0000 Xxxxx Xxxxxxxxx Xxxxxx, Xxxxx,
Xxxxxxxx 00000, Attention: Secretary, or at any other address
previously furnished in writing to the Trustee by the Company.

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

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

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

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of the Trustee, impracticable to give any notice by publication in the manner
herein required, then such publication in lieu thereof as shall be made with
the approval of the Trustee shall constitute a sufficient publication of such
notice.

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

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

In case by reason of suspension of regular mail service or
any other cause it shall be impracticable to give such notice by mail, then such
notification as shall be made with the approval of the Trustee shall constitute
sufficient notification for every purpose hereunder.

Section 1.7. Headings and Table of Contents. The
Article and Section headings herein and the Table of Contents are for
convenience only and shall not affect the construction hereof.

Section 1.8. Successor and Assigns. All
covenants and agreements in this Indenture by the Company shall bind its
successors and assigns, whether so expressed or not.

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

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

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Section 1.11. Incorporators, Stockholders,
Officers and Directors of the Company Exempt from Individual Liability. No
recourse under or upon any obligation, covenant or agreement of or contained in
this Indenture or of or contained in any Security or interest coupon
appertaining thereto, or for any claim based thereon or otherwise in respect
thereof, or because of any indebtedness represented thereby, shall be had
against any incorporator, stockholder, officer or director, as such, past,
present or future, of the Company or any successor Person, either directly or
through the Company or any successor Person, whether by virtue of any
constitution, statute or rule of law, by the enforcement of any assessment or
penalty, by any legal or equitable proceeding or otherwise; it being expressly
understood that all such liability is hereby expressly waived and released as a
condition of the acceptance of, and as a part of the consideration for the
execution of this Indenture and the issuance of, the Securities and any
interest coupons appertaining thereto.

Section 1.12. Governing Law; Conflict with Trust
Indenture Act. THIS INDENTURE, THE SECURITIES AND ANY INTEREST COUPONS
APPERTAINING THERETO SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE
LAWS OF THE STATE OF NEW YORK. This Indenture is subject to the Trust
Indenture Act and if any provision hereof limits, qualifies or conflicts with
the Trust Indenture Act, the Trust Indenture Act shall control. Whether or not
this Indenture is required to be qualified under the Trust Indenture Act, the
provisions of the Trust Indenture Act required to be included in an indenture
in order for such indenture to be so qualified shall be deemed to be included
in this Indenture with the same effect as if such provisions were set forth
herein and any provisions hereof which may not be included in an indenture
which is so qualified shall be deemed to be deleted or modified to the extent
such provisions would be required to be deleted or modified in an indenture so
qualified.

Section 1.13. Legal Holidays. In any case where
any Interest Payment Date, Redemption Date, sinking fund payment date, Stated
Maturity or Maturity of any Security shall not be a Business Day at any Place
of Payment, then (notwithstanding any other provision of this Indenture or of
any Security or interest coupon other than a provision in the Securities of any
series which specifically states that such provision shall apply in lieu of
this Section), payment of principal, premium, if any, or interest need not be
made at such Place of Payment on such date, but may be made on the next
succeeding Business Day at such Place of Payment

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30
with the same force and effect as if made on such date; provided that no
interest shall accrue on the amount so payable for the period from and after
such Interest Payment Date, Redemption Date, sinking fund payment date, Stated
Maturity or Maturity, as the case may be, if such amount is so paid on the next
succeeding Business Day.

Section 1.14. Moneys of Different Currencies to Be
Segregated. The Trustee shall segregate all moneys, funds and accounts held by
the Trustee hereunder in one currency from any moneys, funds and accounts held
by the Trustee hereunder in one currency from any moneys, funds or accounts in
any other currencies, notwithstanding any provision herein which would
otherwise permit the Trustee to commingle such amounts.

Section 1.15. Independence of Covenants. All
covenants and agreements in this Indenture shall be given independent effect so
that if a particular action or condition is not permitted by any such covenant,
the fact that it would be permitted by an exception to, or be otherwise within
the limitations of, another covenant shall not avoid the occurrence of a
Default or an Event of Default if such action is taken or condition exists.

Section 1.16. 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 and the same instrument.

ARTICLE 2

Security Forms

Section 2.1. Forms Generally. The Securities of
each series and the interest coupons, if any, to be attached thereto shall be
in substantially such form as shall be established by or pursuant to a Board
Resolution or in one or more indentures supplemental hereto, in each case with
such appropriate insertions, omissions, substitutions and other variations as
are required or permitted by this Indenture, and may have such letters, numbers
or other marks of identification and such legends or endorsements placed
thereon as may be required to comply with the rules of any applicable
securities exchange, organizational document, governing instrument or law or as
may, consistently herewith, be determined by the officers executing such
Securities and interest coupons, if any, as evidenced by their

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execution of the Securities and interest coupons, if any. If temporary
Securities of any series are issued as permitted by Section 3.4, the form
thereof also shall be established as provided in the preceding sentence. If
the forms of Securities and interest coupons, if any, of any series are
established by, or by action taken pursuant to, a Board Resolution, a copy of
the Board Resolution together with an appropriate record of any such action
taken pursuant thereto, including a copy of the approved form of Securities or
interest coupons, if any, shall be delivered to the Trustee at or prior to the
delivery of the Company Order contemplated by Section 3.3 for the
authentication and delivery of such Securities.

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

The definitive Securities and interest coupons, if any,
may be printed, lithographed or engraved on steel engraved borders or may be
produced in any other manner (or, if such Securities are listed on any
securities exchange, any other manner permitted by the rules of such securities
exchange), all as determined by the officers executing such Securities and
interest coupons, if any, as evidenced by their execution of such Securities
and interest coupons, if any.

Section 2.2. Form of Trustee's Certificate of
Authentication. The Trustee's certificate of authentication shall be in
substantially the following form:

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

THE FIRST NATIONAL BANK OF CHICAGO,
as Trustee

By
Authorized Signatory

Section 2.3. Securities in Global Form. If
Securities of or within a series are issuable in whole or in part in global
form, any such Security may provide that it shall represent the aggregate or
specified amount of Outstanding Securities from time to time endorsed thereon
and may also provide that the aggregate amount of Outstanding Securities
represented thereby may from time to time be re-

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32
duced or increased to reflect exchanges. Any endorsement of a Security in
global form to reflect the amount, or any increase or decrease in the amount,
or changes in the rights of Holders, of Outstanding Securities represented
thereby, shall be made in such manner and by such Person or Persons as shall be
specified therein or in the Company Order to be delivered to the Trustee
pursuant to Section 3.3 or 3.4. Subject to the provisions of Section 3.3,
Section 3.4, if applicable, and Section 3.5, the Trustee shall deliver and
redeliver any Security in permanent global form in the manner and upon
instructions given by the Person or Persons specified therein or in the
applicable Company Order. Any instructions by the Company with respect to
endorsement or delivery or redelivery of a Security in global form shall be in
writing but need not comply with Section 1.2 hereof and need not be accompanied
by an Officers' Certificate or an Opinion of Counsel.

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

Notwithstanding the provisions of Section 2.1 and 3.7,
unless otherwise specified as contemplated by Section 3.1, payment of principal
of, premium, if any, and interest on any Registered Security in permanent
global form shall be made to the registered holder thereof.

Section 2.4. Form of Legend for Securities in
Global Form. Any Security in global form authenticated and delivered hereunder
shall bear a legend in substantially the following form or in such other form
as may be specified in accordance with Section 3.1:

"THIS SECURITY IS IN GLOBAL FORM WITHIN THE MEANING OF THE
INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A
DEPOSITARY OR A NOMINEE OF A DEPOSITARY. UNLESS AND UNTIL IT IS
EXCHANGED IN WHOLE OR IN PART FOR SECURITIES IN CERTIFICATED FORM,
THIS SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE
DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE
DEPOSITARY TO THE DEPOSITARY OR

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ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH
NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR
DEPOSITARY."

ARTICLE 3

The Securities

Section 3.1. Amount Unlimited; Issuable in
Series. (a) The aggregate principal amount of Securities which may be
authenticated and delivered under this Indenture is unlimited. The Securities
may be issued from time to time in one or more series.

(b) The following matters shall be established with
respect to each series of Securities issued hereunder (i) by a Board
Resolution, (ii) by action taken pursuant to a Board Resolution and (subject to
Section 3.3) set forth, or determined in the manner provided, in an Officers'
Certificate or (iii) in one or more indentures supplemental hereto:

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

(2) any limit upon the aggregate principal amount of
the Securities of the series which may be authenticated and delivered
under this Indenture (which limit shall not pertain to Securities
authenticated and delivered upon registration of transfer of, or in
exchange for, or in lieu of, other Securities of the series pursuant
to Section 3.4, 3.5, 3.6, 8.6 or 11.7 or any Securities that, pursuant
to Section 3.3, are deemed never to have been authenticated and
delivered hereunder);

(3) the date or dates on which the principal of and
premium, if any, on the Securities of the series is payable or the
method or methods of determination thereof;

(4) the rate or rates at which the Securities of the
series shall bear interest, if any, or the method or methods of
calculating such rate or rates of interest, the date or dates from
which such interest shall accrue or the method or methods by which
such date or dates shall be determined, the Interest Payment

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34
Dates on which any such interest shall be payable, the right, if any,
of the Company to defer or extend an Interest Payment Date and, with
respect to Registered Securities, the Regular Record Date, if any, for
the interest payable on any Registered Security on any Interest
Payment Date, and the basis upon which interest shall be calculated if
other than that of a 360-day year of twelve 30-day months;

(5) the place or places where the principal of,
premium, if any, and interest, if any, on Securities of the series
shall be payable, any Registered Securities of the series may be
surrendered for registration of transfer, Securities of the series may
be surrendered for exchange and notices and demands to or upon the
Company in respect of the Securities of the series and this Indenture
may be served and where notices to Holders pursuant to Section 1.6
will be published;

(6) the period or periods within which, the price or
prices at which, the currency or currencies (including currency unit
or units) in which, and the other terms and conditions upon which,
Securities of the series may be redeemed, in whole or in part, at the
option of the Company and, if other than as provided in Section 11.3,
the manner in which the particular Securities of such series (if less
than all Securities of such series are to be redeemed) are to be
selected for redemption;

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

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

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35
(9) if other than Dollars, the currency or currencies
(including currency unit or units) in which the principal of, premium,
if any, and interest, if any, on the Securities of the series shall be
payable, or in which the Securities of the series shall be
denominated, and the particular provisions applicable thereto in
accordance with, in addition to, or in lieu of the provisions of
Section 3.12;

(10) if the payments of principal of, premium, if any,
or interest, if any, on the Securities of the series are to be made,
at the election of the Company or a Holder, in a currency or
currencies (including currency unit or units) other than that in which
such Securities are denominated or designated to be payable, the
currency or currencies (including currency unit or units) in which
such payments are to be made, the terms and conditions of such
payments and the manner in which the exchange rate with respect to
such payments shall be determined, and the particular provisions
applicable thereto in lieu of the provisions of Section 3.12;

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

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

(13) if other than as provided in Section 3.7, the
Person to whom any interest on any Registered Security of the series
shall be payable and the manner in which, or the Person to whom, any
interest on any Bearer Securities of the series shall be payable;

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

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

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

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

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

(19) the forms of the Securities and interest coupons, if
any, of the series;

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

(21) if other than the Trustee, the identity of the
Registrar and any Paying Agent;

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(22) if the Securities of the series shall be issued in
whole or in part in global form, (i) the Depositary for such global
Securities, (ii) whether beneficial owners of interests in any
Securities of the series in global form may exchange such interests
for certificated Securities of such series, to be registered in the
names of or to be held by such beneficial owners or their nominees and
to be of like tenor of any authorized form and denomination, and (iii)
if other than as provided in Section 3.5, the circumstances under
which any such exchange may occur;

(23) the designation of the Depositary;

(24) any restrictions on the registration, transfer or
exchange of the Securities;

(25) if the Securities of the series may be issued or
delivered (whether upon original issuance or upon exchange of a
temporary Security of such series or otherwise), or any installment of
principal or interest is payable, only upon receipt of certain
certificates or other documents or satisfaction of other conditions in
addition to those specified in this Indenture, the form and terms of
such certificates, documents or conditions;

(26) the terms and conditions of any right to convert or
exchange Securities of the series into or for Equity Securities of the
Company or other securities or property of the Company;

(27) the relative degree, if any, to which the
Securities of the series shall be senior to or be subordinated to
other series of Securities in right of payment, whether such other
series of Securities are Outstanding or not; and

(28) 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 (as determined by the Company) in
connection with the marketing of Securities of the series.

(c) All Securities of any one series and interest
coupons, if any, appertaining thereto shall be substantially identical except
as to denomination and except as may otherwise be provided (i) by a Board
Resolution, (ii) by action

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taken pursuant to a Board Resolution and (subject to Section 3.3) set forth, or
determined in the manner provided, in the related Officers' Certificate or
(iii) in an indenture supplemental hereto. All Securities of any one series
need not be issued at the same time and, unless otherwise provided, a series
may be reopened, without the consent of the Holders, for issuances of
additional Securities of such series.

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

Section 3.2. Denominations. Unless otherwise
provided as contemplated by Section 3.1, any Registered Securities of a series
denominated in Dollars shall be issuable in denominations of $1,000 and any
integral multiple thereof and any Bearer Securities of a series denominated in
Dollars shall be issuable in the denomination of $5,000 and any integral
multiple thereof. Securities denominated in a Foreign Currency shall be
issuable in such denominations as are established with respect to such
Securities in or pursuant to this Indenture.

Section 3.3. Execution, Authentication, Delivery
and Dating. Securities shall be executed on behalf of the Company by the
Chairman of the Board, the President, the Chief Executive Officer, the Chief
Operating Officer, the Chief Financial Officer or any Vice President of the
Company, and need not be attested. The Company's seal shall be reproduced on
the Securities. The signatures of any of these officers on the Securities may
be manual or facsimile. The interest coupons, if any, of Bearer Securities
shall bear the facsimile signature of the Chairman of the Board, the President,
the Chief Executive Officer, the Chief Operating Officer, the Chief Financial
Officer or any Vice President of the Company, and need not be attested.

Securities and interest coupons bearing the manual or
facsimile signatures of individuals who were at any time Officers of the
Company shall bind the Company, notwithstanding that such individuals or any of
them have ceased to be Officers prior to the authentication and

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39
delivery of such Securities or were not Officers at the date of such
Securities.

At any time and from time to time, the Company may deliver
Securities, together with any interest coupons appertaining thereto, of any
series executed by the Company to the Trustee for authentication, together with
a Company Order for the authentication and delivery of such Securities, and the
Trustee in accordance with such Company Order shall authenticate and deliver
such Securities to or upon the order of the Company (as set forth in such
Company Order); provided, however, that, in the case of Securities of a series
offered in a Periodic Offering, the Trustee shall authenticate and deliver such
Securities from time to time in accordance with such other procedures
(including, without limitation, the receipt by the Trustee of oral or
electronic instructions from the Company or its duly authorized agents,
promptly confirmed in writing) acceptable to the Trustee as may be specified by
or pursuant to a Company Order delivered to the Trustee prior to the time of
the first authentication of Securities of such series.

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

(i) an Opinion of Counsel stating:

(1) if the form or forms of such Securities and any
interest coupons have been established by or pursuant to a Board
Resolution as permitted by Section 2.1, that such forms have been
established in conformity with the provisions of this Indenture;

(2) if the terms of such Securities and any interest
coupons have been, or, in the case of Securities of a series offered
in a Periodic Offering, will be, established by or pursuant to a Board
Resolution as permitted by Section 3.1, that such terms have been, or,
in the case of Securities of a series offered in a Periodic Offering,
will be, established in conformity with the provisions of this
Indenture, subject, in the

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case of Securities offered in a Periodic Offering, to any conditions
specified in such Opinion of Counsel;

(3) if the form or terms of such Securities have been
established in an indenture supplemental hereto, that such
supplemental indenture has been duly authorized, executed and
delivered by the Company and, when duly authorized, executed and
delivered by the Trustee, will constitute a legal, valid and binding
obligation enforceable against the Company in accordance with its
terms, subject to (i) bankruptcy, insolvency, fraudulent transfer,
reorganization, moratorium and other similar laws of general
applicability relating to or affecting the enforcement of creditors'
rights and to general principles of equity (regardless of whether
enforcement is sought in a proceeding in equity or at law), and (ii)
such other reasonable exceptions as may be specified in such Opinion
of Counsel; and

(4) that such Securities, together with any interest
coupons appertaining thereto, when issued by the Company and
authenticated and delivered by the Trustee in the manner and subject
to any conditions specified in such Opinion of Counsel, will
constitute valid and legally binding obligations of the Company,
enforceable against the Company in accordance with their terms,
subject to (i) bankruptcy, insolvency, fraudulent transfer,
reorganization, moratorium and other similar laws of general
applicability relating to or affecting the enforcement of creditors'
rights and to general equity principles (regardless of whether
enforcement is sought in a proceeding in equity or at law) and except
further as enforcement thereof may be limited by (A) requirements that
a claim with respect to any Securities denominated other than in
Dollars (or a Foreign Currency or currency unit judgment in respect of
such claim) be converted into Dollars at a rate of exchange prevailing
on a date determined pursuant to applicable law or (B) governmental
authority to limit, delay or prohibit the making of payments in
Foreign Currencies or currency units or payments outside the United
States, and (ii) such other reasonable exceptions as may be specified
in such Opinion of Counsel; and

(ii) an Officers' Certificate stating that all conditions
precedent provided for in this Indenture relating to the issuance of such
Securities have been complied with and that, to the knowledge of the signers of
such cer-

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41
tificate, no Event of Default with respect to such Securities shall have
occurred and be continuing.

Notwithstanding that such form or terms have been so established, the Trustee
shall have the right to decline to authenticate such Securities if, in the
opinion of the Trustee (after consultation with counsel), the issue of such
Securities pursuant to this Indenture will materially adversely affect the
Trustee's own rights, duties or immunities under this Indenture or otherwise or
if the Trustee determines that such authentication may not lawfully be made.

Notwithstanding the provisions of Section 3.1 and of the
two preceding paragraphs, if all of the Securities of any series are not to be
issued at one time, it shall not be necessary to deliver the Officers'
Certificate otherwise required pursuant to Section 3.1 or the Company Order and
Opinion of Counsel otherwise required pursuant to the two preceding paragraphs
in connection with the authentication of each Security of such series if such
documents, with appropriate modifications to cover such future issuances, are
delivered at or prior to the authentication upon original issuance of the first
Security of such series to be issued.

With respect to Securities of a series offered in a
Periodic Offering, the Trustee may rely, as to the authorization by the Company
of any of such Securities, the form and terms thereof and the legality,
validity, binding effect and enforceability thereof, upon the Opinion of
Counsel and the other documents delivered pursuant to Sections 2.1 and 3.1 and
this Section, as applicable, in connection with the first authentication of
Securities of such series.

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

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positary's instruction and (iv) shall bear the legend set forth in Section 2.4.

Each Depositary designated pursuant to Section 3.1 for a
Registered Security in global form must, at the time of its designation and at
all times while it serves as Depositary, be a clearing agency registered under
the Securities Exchange Act of 1934 and any other applicable statute or
regulation. If requested by the Company, the Trustee shall enter into an
agreement with a Depositary governing the respective duties and rights of such
Depositary and the Trustee with regard to Securities issued in global form.

Each Registered Security shall be dated the date of its
authentication and each Bearer Security shall be dated as of the date specified
pursuant to Section 3.1.

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

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

Section 3.4. Temporary Securities. Pending the
preparation of definitive Securities of any series, the

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43
Company may execute and, upon Company Order, the Trustee shall authenticate and
deliver temporary Securities of such series which are printed, lithographed,
typewritten, mimeographed or otherwise produced, in any authorized
denomination, substantially of the tenor and form, with or without interest
coupons, of the definitive Securities in lieu of which they are issued and with
such appropriate insertions, omissions, substitutions and other variations as
the officers executing such Securities may determine, as conclusively evidenced
by their execution of such Securities and interest coupons, if any. In the
case of Securities of any series, such temporary Securities may be in global
form, representing all or a portion of the Outstanding Securities of such
series.

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

Section 3.5. Registration, Transfer and Exchange.
The Company shall cause to be kept at the Corporate Trust Office of the Trustee
or in any office or agency to be maintained by the Company in accordance with
Section 9.2 in a Place of Payment a register (the "Register") in which, subject
to such reasonable regulations as it may prescribe,

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44
the Company shall provide for the registration of Registered Securities and the
registration of transfers of Registered Securities. The Register shall be in
written form or any other form capable of being converted into written form
within a reasonable time. The Trustee is hereby initially appointed
"Registrar" for the purpose of registering Registered Securities and transfers
of Registered Securities as herein provided.

Upon surrender for registration of transfer of any
Registered Security of any series at the office or agency maintained pursuant
to Section 9.2 in a Place of Payment for that series, the Company shall
execute, and the Trustee shall authenticate and deliver, in the name of the
designated transferee or transferees, one or more new Registered Securities of
the same series, of any authorized denominations and of a like aggregate
principal amount and tenor and containing identical terms and provisions.

Bearer Securities (except for any temporary global Bearer
Securities) or any interest coupons appertaining thereto (except for interest
coupons attached to any temporary global Bearer Security) shall be transferable
by delivery.

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

Unless otherwise specified as contemplated by Section 3.1,
at the option of the Holder, Bearer Securities of such series may be exchanged
for Registered Securities (if the Securities of such series are issuable in
registered form) or Bearer Securities (if Bearer Securities of such series are
issuable in more than one denomination and such exchanges are permitted by such
series) of the same series, of any authorized denominations, of like aggregate
principal amount and tenor and containing identical terms and condi-

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45
tions, upon surrender of the Bearer Securities to be exchanged at any such
office or agency, with all unmatured interest coupons and all matured interest
coupons in default thereto appertaining. If the Holder of a Bearer Security is
unable to produce any such unmatured interest coupon or coupons or matured
interest coupon or coupons in default, such exchange may be effected if the
Bearer Securities are accompanied by payment in funds acceptable to the Company
and the Trustee in an amount equal to the face amount of such missing interest
coupon or coupons, or the surrender of such missing interest coupon or interest
coupons may be waived by the Company and the Trustee if there be furnished to
them such security or indemnity as they may require to save each of them and
any Paying Agent harmless. If thereafter the Holder of such Security shall
surrender to any Paying Agent any such missing interest coupon in respect of
which such a payment shall have been made, such Holder shall be entitled to
receive the amount of such payment; provided, however, that, except as
otherwise provided in Section 9.2, interest represented by interest coupons
shall be payable only upon presentation and surrender of those interest coupons
at an office or agency located outside the United States. Notwithstanding the
foregoing, in case any Bearer Security of any series is surrendered at any such
office or agency in exchange for a Registered Security of the same series after
the close of business at such office or agency on (i) any Regular Record Date
and before the opening of business at such office or agency on the relevant
Interest Payment Date, or (ii) any Special Record Date and before the opening
of business at such office or agency on the related date for payment of
Defaulted Interest, such Bearer Security shall be surrendered without the
interest coupon relating to such Interest Payment Date or proposed date of
payment, as the case may be (or, if such interest coupon is so surrendered with
such Bearer Security, such interest coupon shall be returned to the Person so
surrendering the Bearer Security), and interest or Defaulted Interest, as the
case may be, will not be payable on such Interest Payment Date or proposed date
for payment, as the case may be, in respect of the Registered Security issued
in exchange for such Bearer Security, but will be payable only to the Holder of
such interest coupon, when due in accordance with the provisions of this
Indenture.

Notwithstanding anything herein to the contrary, the
exchange of Bearer Securities for Registered Securities shall be subject to
applicable laws and regulations in effect at the time of exchange. Neither the
Company, the Trustee nor the Registrar shall exchange any Bearer Securi-

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46
ties for Registered Securities if it has received an Opinion of Counsel that as
a result of such exchange the Company would suffer adverse consequences under
the United States Federal income tax laws and regulations then in effect and
the Company has delivered to the Trustee a Company Order directing the Trustee
not to make such exchanges thereafter, unless and until the Trustee receives a
subsequent Company Order to the contrary. The Company shall deliver copies of
such Company Order to the Registrar.

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

If at any time the Depositary for the Securities of a
series notifies the Company that it is unwilling or unable to continue as
Depositary for the Securities of such series or if at any time the Depositary
for the Securities of such series shall no longer be eligible under Section
3.3, the Company shall appoint a successor Depositary with respect to the
Securities of such series. If a successor Depositary for the Securities of
such series is not appointed by the Company prior to the resignation of the
Depositary and, in any event, within 90 days after the Company receives such
notice or becomes aware of such ineligibility, the Company's designation of the
Depositary pursuant to Section 3.1(b)(23) shall no longer be effective with
respect to the Securities of such series and the Company shall execute, and the
Trustee, upon receipt of a Company Order for the authentication and delivery of
certificated Securities of such series of like tenor, shall authenticate and
deliver, Securities of such series of like tenor in certificated form, in
authorized denominations and in an aggregate principal amount equal to the
principal amount of the Security or Securities of such series of like tenor in
global form in exchange for such Security or Securities in global form.

The Company may at any time in its sole discretion
determine that Securities issued in global form shall no longer be represented
by such a Security or Securities in global form. In such event the Company
shall execute, and

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47
the Trustee, upon receipt of a Company Order for the authentication and
delivery of certificated Securities of such series of like tenor, shall
authenticate and deliver, Securities of such series of like tenor in
certificated form, in authorized denominations and in an aggregate principal
amount equal to the principal amount of the Security or Securities of such
series of like tenor in global form in exchange for such Security or Securities
in global form.

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

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

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

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

Whenever any Securities are surrendered for exchange, the
Company shall execute, and the Trustee shall

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authenticate and deliver, the Securities which the Holder making the exchange
is entitled to receive.

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

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

No service charge shall be made for any registration of
transfer or for any exchange of Securities, but the Company may require payment
of a sum sufficient to cover any tax or other governmental charge that may be
imposed in connection with any registration or transfer or exchange of
Securities, other than exchanges pursuant to Section 3.4 or 11.7 not involving
any transfer.

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

The foregoing provisions relating to registration,
transfer and exchange may be modified, supplemented or superseded with respect
to any series of Securities by a Board Resolution or in one or more indentures
supplemental hereto.

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49
Section 3.6. Replacement Securities. If a
mutilated Security or a Security with a mutilated interest coupon appertaining
to it is surrendered to the Trustee, together with, in proper cases, such
security or indemnity as may be required by the Company or the Trustee to save
each of them harmless, the Company shall execute and the Trustee shall
authenticate and deliver a replacement Registered Security, if such surrendered
Security was a Registered Security, or a replacement Bearer Security with
interest coupons corresponding to the interest coupons appertaining to the
surrendered Security, if such surrendered Security was a Bearer Security, of
the same series and date of maturity.

If there shall be delivered to the Company and the Trustee
(i) evidence to their satisfaction of the destruction, loss or theft of any
Security or Security with a destroyed, lost or stolen interest coupon and (ii)
such security or indemnity as may be required by them to save each of them and
any agent of either of them harmless, then, in the absence of notice to the
Company or the Trustee that such Security or interest coupon has been acquired
by a bona fide purchaser, the Company shall execute and the Trustee shall
authenticate and deliver in lieu of any such destroyed, lost or stolen Security
or in exchange for the Security to which a destroyed, lost or stolen interest
coupon appertains (with all appurtenant interest coupons not destroyed, lost or
stolen), a replacement Registered Security, if such Holder's claim appertains
to a Registered Security, or a replacement Bearer Security with interest
coupons corresponding to the interest coupons appertaining to the destroyed,
lost or stolen Bearer Security or the Bearer Security to which such lost,
destroyed or stolen interest coupon appertains, if such Holder's claim
appertains to a Bearer Security, of the same series and principal amount,
containing identical terms and provisions and bearing a number not
contemporaneously outstanding with interest coupons corresponding to the
interest coupons, if any, appertaining to the destroyed, lost or stolen
Security.

In case any such mutilated, destroyed, lost or stolen
Security or interest coupon has become or is about to become due and payable,
the Company in its discretion may, instead of issuing a new Security or
interest coupon, pay such Security or interest coupon; provided, however, that
payment of principal of and any premium or interest on Bearer Securities shall,
except as otherwise provided in Section 9.2, be payable only at an office or
agency located outside the United States and, unless otherwise specified as

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50
contemplated by Section 3.1, any interest on Bearer Securities shall be payable
only upon presentation and surrender of the interest coupons appertaining
thereto.

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

Every new Security of any series with its interest
coupons, if any, issued pursuant to this Section in lieu of any destroyed, lost
or stolen Security, or in exchange for a Security to which a destroyed, lost or
stolen interest coupon appertains, shall constitute an original additional
contractual obligation of the Company, whether or not the destroyed, lost or
stolen Security and its interest coupon, if any, or the destroyed, lost or
stolen interest coupon, shall be at any time enforceable by anyone, and shall
be entitled to all the benefits of this Indenture equally and proportionately
with any and all other Securities of that series and their interest coupons, if
any, duly issued hereunder.

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

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

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

(b) Unless otherwise provided as contemplated by Section
3.1, any interest on Securities of any series which is payable, but is not
punctually paid or duly provided for, on any Interest Payment Date in the case
of Registered Securities and upon presentation and surrender of the applicable
interest coupon in accordance with the second paragraph of Section 3.7(a) in
the case of Bearer Securities (herein called "Defaulted Interest"), shall
forthwith cease to be payable to the Holders on the relevant Regular Record
Date by virtue of their having been such Holders, and such Defaulted Interest
may be paid by the Company, at its election in each case, as provided in clause
(1) or (2) below:

(1) In the case of Registered Securities, the Company may
elect to make payment of such Defaulted Interest to the Persons in
whose names such Registered

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Securities (or their respective Predecessor Securities) are registered
at the close of business on a Special Record Date for the payment of
such Defaulted Interest, which shall be fixed in the following manner.
The Company shall notify the Trustee in writing of the amount of
Defaulted Interest proposed to be paid on each such Registered
Security and the date of the proposed payment, and shall deposit with
the Trustee an amount of money equal to the aggregate amount proposed
to be paid in respect of such Defaulted Interest or shall make
arrangements satisfactory to the Trustee for such deposit prior to the
date of the proposed payment, such money when deposited to be held in
trust for the benefit of the Persons entitled to such Defaulted
Interest as in this clause (1) provided. Thereupon the Trustee shall
fix a Special Record Date for the payment of such Defaulted Interest
which shall be not more than 15 days and not less than 10 days prior
to the date of the proposed payment and not less than 10 days after
the receipt by the Trustee of the notice of the proposed payment. The
Trustee shall promptly notify the Company of such Special Record Date
and, in the name and at the expense of the Company, shall cause notice
of the proposed payment of such Defaulted Interest and the Special
Record Date therefor to be mailed, first-class postage prepaid, to
each Holder of such Registered Securities at his or her address as it
appears in the Register, not less than 10 days prior to such Special
Record Date. Notice of the proposed payment of such Defaulted
Interest and the Special Record Date therefor having been so mailed,
such Defaulted Interest shall be paid to the Persons in whose names
such Registered Securities (or their respective Predecessor
Securities) are registered at the close of business on such Special
Record Date and shall no longer be payable pursuant to the following
clause (2).

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

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the Trustee; or (y) unless otherwise provided as contemplated by
Section 3.1, in the case of Bearer Securities, the Company may make
payment of Defaulted Interest on such Bearer Securities in any lawful
manner not inconsistent with the requirements of any securities
exchange on which such Bearer Securities may be listed, and upon such
notice as may be required by such exchange, if, after notice given by
the Company to the Trustee of the proposed payment pursuant to this
clause (2)(y), such manner of payment shall be deemed practicable by
the Trustee.

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

(d) Subject to the provisions of Section 14.2, in the
case of any Registered Security which is converted or exchanged after any
Regular Record Date and on or prior to the next succeeding Interest Payment
Date (other than any Security the principal of (or premium, if any, on) which
shall become due and payable, whether at a Stated Maturity or by declaration of
acceleration, call for redemption, or otherwise, prior to such Interest Payment
Date), interest whose Stated Maturity is on such Interest Payment Date shall be
payable on such Interest Payment Date notwithstanding such conversion or
exchange and such interest (whether or not punctually paid or duly provided
for) shall be paid to the Person in whose name that Registered Security (or any
one or more Predecessor Securities) is registered at the close of business on
such Regular Record Date. Except as otherwise expressly provided in the
immediately preceding sentence, in the case of any Security which is converted
or exchanged, interest whose Stated Maturity is after the date of conversion or
exchange of such Security shall not be payable.

Section 3.8. Persons Deemed Owners. Unless otherwise
provided as contemplated by Section 3.1, prior to due presentment of any
Registered Security for registration of transfer, the Company, the Trustee and
any agent of the Company or the Trustee may treat the Person in whose name such
Registered Security is registered as the owner of such Registered Security for
the purpose of receiving payment of principal of, premium, if any, and (subject
to Section 3.7) interest on such Registered Security and for all other

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purposes whatsoever, whether or not such Registered Security be overdue, and
neither the Company, the Trustee nor any agent of the Company or the Trustee
shall be affected by notice to the contrary.

Unless otherwise provided as contemplated by Section 3.1, the
Company, the Trustee and any agent of the Company or the Trustee may treat the
bearer of any Bearer Security and the bearer of any interest coupon as the
absolute owner of such Bearer Security or interest coupon for the purpose of
receiving payment thereof or on account thereof and for all other purposes
whatsoever, whether or not such Bearer Security or interest coupon be overdue,
and neither the Company, the Trustee nor any agent of the Company or the
Trustee shall be affected by notice to the contrary.

None of the Company, the Trustee or any agent of the Company
or the Trustee shall have any responsibility or liability for any aspect of the
records relating to or payments made on account of beneficial ownership
interests of a Security in global form, or for maintaining, supervising or
reviewing any records relating to such beneficial ownership interests. No
holder of any beneficial interest in any Security in global form, held on its
behalf by or through a Depositary, shall have any rights under this Indenture
with respect to such Security in global form, and such Depositary may be
treated by the Company, the Trustee and any agent of the Company or the Trustee
as the owner of such Security in global form for all purposes whatsoever. With
respect to any Security in global form, nothing herein shall prevent the
Company or the Trustee, or any agent of the Company or the Trustee, from giving
effect to any written certification, proxy or other authorization furnished by
any Depositary (or its nominee), as a Holder, with respect to such Security in
global form or impair, as between such Depositary and owners of beneficial
interests in such Security in global form, the operation of customary practices
governing the exercise of the rights of such Depositary (or its nominee) as
Holder of such Security in global form.

Section 3.9. Cancellation. All Securities and interest
coupons appertaining thereto, if any, surrendered for payment, redemption,
conversion, registration of transfer or exchange or for credit against any
sinking fund payment shall, if surrendered to any Person other than the
Trustee, be delivered to the Trustee and shall be promptly cancelled by it.
The Company may at any time deliver to the

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Trustee for cancellation any Securities, together with interest coupons
appertaining thereto, if any, previously authenticated and delivered hereunder
which the Company may have acquired in any manner whatsoever, and may deliver
to the Trustee (or to any other Person for delivery to the Trustee) for
cancellation any Securities, together with interest coupons appertaining
thereto, if any, previously authenticated hereunder which the Company has not
issued and sold, and all Securities and interest coupons so delivered shall be
promptly cancelled by the Trustee. No Securities shall be authenticated in
lieu of or in exchange for any Securities cancelled as provided in this Section
3.9, except as expressly permitted by this Indenture. All cancelled Securities
and interest coupons held by the Trustee shall be disposed of in accordance
with its customary procedures, and the Trustee shall thereafter deliver to the
Company a certificate with respect to such disposition.

Section 3.10. Computation of Interest. Except as otherwise
specified as contemplated by Section 3.1, interest on the Securities of each
series shall be computed on the basis of a 360-day year of twelve 30-day
months.

Section 3.11. CUSIP Numbers. The Company in issuing the
Securities may use "CUSIP" numbers (if then generally in use and in addition to
the other identification numbers printed on the Securities), and, in such case,
the Trustee shall use "CUSIP" numbers in notices of redemption as a convenience
to Holders; provided that any such notice may state that no representation is
made as to the correctness of such numbers either as printed on the Securities
or as contained in any notice of a redemption and that reliance may be placed
only on the other identification numbers printed on the Securities, and any
such redemption shall not be affected by any defect in or omission of such
numbers.

Section 3.12. Currency and Manner of Payment in Respect of
Securities. Unless otherwise specified with respect to any Securities pursuant
to Section 3.1, payment of the principal of, premium, if any, and interest, if
any, on any Security of such series will be made in the currency or currencies
or currency unit or units in which such Security is payable. The provisions of
this Section 3.12 may be modified or superseded pursuant to Section 3.1 with
respect to any Securities.

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ARTICLE 4

Satisfaction, Discharge and Defeasance

Section 4.1. Termination of Company's Obligations Under
the Indenture. (a) This Indenture shall upon a Company Request cease to be of
further effect with respect to Securities of or within any series and any
interest coupons appertaining thereto (except as to (i) rights of registration,
transfer or exchange of such Securities, (ii) rights of replacement of such
Securities which may have been lost, stolen or mutilated as herein expressly
provided for, (iii) rights of holders of Securities to receive payments of
principal thereof and interest thereon, upon the Stated Maturity thereof (but
not upon acceleration), and rights of the Holders to receive mandatory sinking
fund payments, if any, (iv) rights of holders of Securities to convert or
exchange Securities, (v) rights, obligations, duties and immunities of the
Trustee hereunder, (vi) any rights of the Holders of Securities of such series
as beneficiaries hereof with respect to the property so deposited with the
Trustee payable to all or any of them, and (vii) the obligations of the Company
under Section 9.2) and the Trustee, upon payment of all amounts due it under
Section 6.7, at the expense of the Company, shall execute proper instruments
acknowledging satisfaction and discharge of this Indenture with respect to such
Securities and any interest coupons appertaining thereto when

(1) either

(A) all such Securities previously authenticated
and delivered and all interest coupons appertaining thereto
(other than (i) such interest coupons appertaining to Bearer
Securities surrendered in exchange for Registered Securities
and maturing after such exchange, surrender of which is not
required or has been waived as provided in Section 3.5, (ii)
such Securities and interest coupons which have been
destroyed, lost or stolen and which have been replaced or paid
as provided in Section 3.6, (iii) such interest coupons
appertaining to Bearer Securities called for redemption and
maturing after the relevant Redemption Date, surrender of
which has been waived as provided in Section 11.6 and (iv)
such Securities and interest coupons for whose payment money
in the currency or currencies or currency unit or units in
which such Securities are payable has theretofore been
deposited in trust or segregated and held in trust by the
Company and thereafter repaid to the Com-

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pany or discharged from such trust, as provided in Section
9.3) have been delivered to the Trustee for cancellation; or

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

(i) have become due and payable, or

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

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

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

(2) the Company has paid or caused to be paid all other
sums payable hereunder by the Company; 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
and discharge of this Indenture as to such series have been complied
with.

Notwithstanding the satisfaction and discharge of this Indenture, the
obligation of the Company to the Trustee and any predecessor Trustee under
Section 6.7, the obligations of the Company to any Authenticating Agent under
Section 6.13 and, if money shall have been deposited with the Trustee pursuant
to subclause (B) of clause (1) of this

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Section, the obligations of the Trustee under Section 4.2, Section 9.2, the
last paragraph of Section 9.3 and Section 10.1 shall survive.

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

Section 4.3. Applicability of Defeasance Provisions;
Company's Option to Effect Defeasance or Covenant Defeasance. Except as
otherwise specified as contemplated by Section 3.1 for the Securities of any
series, the provisions of Sections 4.3 through 4.9 inclusive, with such
modifications thereto as may be specified pursuant to Section 3.1 with respect
to any series of Securities, shall be applicable to the Securities and any
interest coupons appertaining thereto.

Section 4.4. Defeasance and Discharge. On and after the
date on which the conditions set forth in Section 4.6 are satisfied with
respect to the Securities of or within any series, the Company shall be deemed
to have paid and been discharged from its obligations with respect to such
Securities and any interest coupons appertaining thereto (hereinafter
"defeasance"). For this purpose, such defeasance means that the Company shall
be deemed to have paid and discharged the entire indebtedness represented by
such Securities and any interest coupons appertaining thereto which shall
thereafter be deemed to be "Outstanding" only for the purposes of Section 4.7
and the other Sections of this Indenture referred to in clause (ii) of this
Section, and to have satisfied all its other obligations under such Securities
and any interest coupons appertaining thereto and this Indenture insofar as
such Securities and any interest coupons appertaining thereto are concerned
(and the Trustee, upon payment of all amounts due it under Section 6.7, at the
expense of the Company, shall on a Company Order execute proper instruments
acknowledging the same), except the

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following which shall survive until otherwise terminated or discharged
hereunder: (i) the rights of Holders of such Securities and any interest
coupons appertaining thereto to receive, solely from the trust funds described
in Section 4.6(a) and as more fully set forth in such Section, payments in
respect of the principal of, premium, if any, and interest, if any, on such
Securities or any interest coupons appertaining thereto when such payments are
due; (ii) the Company's obligations with respect to such Securities under
Sections 3.5, 3.6, 9.2 and 9.3 and with respect to the payment of additional
amounts, if any, payable with respect to such Securities as specified pursuant
to Section 3.1(b)(16); (iii) the Company's obligations with respect to a
conversion or exchange of such Securities; (iv) the rights, powers, trusts,
duties and immunities of the Trustee hereunder and (v) this Article 4. Subject
to compliance with this Article 4, the Company may defease the Securities of
any series and any interest coupons appertaining thereto under this Section 4.4
notwithstanding a prior covenant defeasance (as defined herein) under Section
4.5 with respect to such Securities and any interest coupons appertaining
thereto. Following a defeasance, payment of such Securities may not be
accelerated because of an Event of Default.

Section 4.5. Covenant Defeasance. On and after the date
on which the conditions set forth in Section 4.6 (other than Section 4.6(c))
are satisfied with respect to the Securities of or within any series, (i) the
Company shall be released from its obligations under Sections 7.1, 9.4, 9.5 and
9.6 and, if specified pursuant to Section 3.1, its obligations under any other
covenant, with respect to such Securities and any interest coupons appertaining
thereto and (ii) the occurrence of any event specified in Sections 5.1(3) or
5.1(7) (with respect to any of the obligations described in clause (i) above)
or 5.1(4) shall be deemed not to be or result in a Default or Event of Default
(hereinafter, "covenant defeasance"), and such Securities and any interest
coupons appertaining thereto shall thereafter be deemed to be not "Outstanding"
for the purposes of any request, demand, authorization, direction, notice,
waiver, consent or declaration or Act of Holders (and the consequences of any
thereof) in connection with Section 7.1, 9.4, 9.5 or 9.6, such other covenant
specified pursuant to Section 3.1, or Section 5.1(4), but shall continue to be
deemed "Outstanding" for all other purposes hereunder. For this purpose, such
covenant defeasance means that, with respect to such Securities and any
interest coupons appertaining thereto, the Company may omit to comply with and

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shall have no liability in respect of any term, condition or limitation set
forth in any such Section or such other covenant, whether directly or
indirectly, by reason of any reference elsewhere herein to any such Section or
such other covenant or by reason of reference in any such Section or such other
covenant to any other provision herein or in any other document and such
omission to comply shall not constitute a Default or an Event of Default under
Section 5.1(3), 5.1(4) or 5.1(7) or otherwise, as the case may be, but, except
as specified above, the remainder of this Indenture and such Securities and any
interest coupons appertaining thereto shall be unaffected thereby.

Section 4.6. Conditions to Defeasance or Covenant
Defeasance. The following shall be the conditions to application of Section
4.4 or Section 4.5 to any Securities of or within a series and any interest
coupons appertaining thereto:

(a) The Company shall have deposited or caused to be
deposited irrevocably with the Trustee (or another trustee satisfying
the requirements of Section 6.10 who shall agree to comply with, and
shall be entitled to the benefits of, the provisions of Sections 4.3
through 4.9 inclusive and the last paragraph of Section 9.3 applicable
to the Trustee, for purposes of such Sections also a "Trustee") as
trust funds in trust for the purpose of making the payments referred
to in clauses (x) and (y) of this Section 4.6(a), specifically pledged
as security for, and dedicated solely to, the benefit of the Holders
of such Securities and any interest coupons appertaining thereto, with
written instructions to the Trustee as to the application thereof, (A)
money in an amount (in such currency, currencies or currency unit or
units in which such Securities and any interest coupons appertaining
thereto are then specified as payable at Maturity), or (B) if
Securities of such series are not subject to repayment at the option
of Holders, Government Obligations which through the payment of
interest and principal in respect thereof in accordance with their
terms will provide, not later than one day before the due date of any
payment referred to in clause (x) or (y) of this Section 4.6(a), money
in an amount or (C) a combination thereof in an amount, sufficient, in
the opinion of a nationally recognized firm of independent certified
public accountants or a nationally recognized investment banking firm
expressed in a written certification thereof delivered to the Trustee,
to pay and dis-

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charge, and which shall be applied by the Trustee to pay and
discharge, (x) the principal of, premium, if any, and interest, if
any, on such Securities and any interest coupons appertaining thereto
on the Maturity of such principal or installment of principal or
interest and (y) any mandatory sinking fund payments applicable to
such Securities on the day on which such payments are due and payable
in accordance with the terms of this Indenture and such Securities and
any interest coupons appertaining thereto. Before such a deposit the
Company may make arrangements satisfactory to the Trustee for the
redemption of Securities at a future date or dates in accordance with
Article 11 which shall be given effect in applying the foregoing.

(b) No Default or Event of Default with respect to the
Securities of that series shall have occurred or be continuing on the
date of such a deposit or shall occur as a result of such a deposit
or, insofar as Sections 5.1(5) and (6) are concerned, shall occur at
any time during the period ending on the 91st day after the date of
such deposit (it being understood that this condition shall not be
deemed satisfied until the expiration of such period).

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

(d) In the case of an election under Section 4.5, the Company
shall have delivered to the Trustee an Officers' Certificate and an
Opinion of Counsel to the effect that the Holders of such Securities
and any interest coupons appertaining thereto will not recognize
income, gain or loss for U.S. Federal income tax

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purposes as a result of such covenant defeasance and will be subject
to U.S. Federal income tax on the same amount and in the same manner
and at the same times, as would have been the case if such deposit and
covenant defeasance had not occurred.

(e) The Company shall have delivered to the Trustee an
Officers' Certificate and an Opinion of Counsel, each stating that all
conditions precedent to the defeasance under Section 4.4 or the
covenant defeasance under Section 4.5 (as the case may be) have been
complied with.

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

(g) At the time of such deposit: (A) no Default in the
payment of principal of (or premium, if any) or interest on any Senior
Debt shall have occurred and be continuing or (B) no other Event of
Default with respect to any Senior Debt shall have occurred and be
continuing and shall have resulted in such Senior Debt becoming or
being declared due and payable prior to the date on which it would
otherwise have become due and payable, or, in the case of either
clause (A) or clause (B) above, each such Default or Event of Default
shall have been cured or waived or shall have ceased to exist.

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

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except as provided herein and except to the extent required by law.

Section 4.8. Repayment to Company. The Trustee (and any
Paying Agent) shall promptly pay to the Company upon Company Request any excess
money or securities held by them at any time.

The provisions of the last paragraph of Section 9.3 shall
apply to any money or securities held by the Trustee or any Paying Agent under
this Article 4 that remain unclaimed for two years after the Maturity of any
series of Securities for which money or securities have been deposited pursuant
to Section 4.6(a).

Section 4.9. Indemnity for Government Obligations. The
Company shall pay, and shall indemnify the Trustee against, any tax, fee or
other charge imposed on or assessed against Government Obligations deposited
pursuant to this Article or the principal and interest and any other amount
received on such Government Obligations.

Section 4.10. Reinstatement. If the Trustee (or Paying
Agent) is unable to apply any money or Government Obligations in accordance
with Section 4.6 by reason of any order or judgment of any court or
governmental authority enjoining, restraining or otherwise prohibiting such
application, then the Company's obligations under this Indenture and the
Securities shall be revived and reinstated, with present and prospective
effect, as though no deposit had occurred pursuant to Section 4.6, until such
time as the Trustee (or Paying Agent) is permitted to apply all such money or
Government Obligations in accordance with Section 4.6; provided, however, that
if the Company makes any payment to the Trustee (or Paying Agent) of principal,
premium, if any, or interest on any Security following the reinstatement of its
obligations, the Trustee (or Paying Agent) shall promptly pay any such amount
to the Holders of the Securities and the Company shall be subrogated to the
rights of the Holders of such Securities to receive such payment from the money
and Government Obligations held by the Trustee (or Paying Agent).

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ARTICLE 5

Defaults and Remedies

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

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

(2) the Company defaults in the payment of any
installment of the principal of or any premium on any Security of that
series when the same becomes due and payable at its Maturity;

(3) the Company fails to comply with any of its
agreements or covenants in, or any of the provisions of, this
Indenture with respect to any Security of that series (other than an
agreement, covenant or provision for which non-compliance is elsewhere
in this Section specifically dealt with), and such non- compliance
continues for a period of 90 days after there has been given, by
registered or certified mail, return receipt requested, to the Company
by the Trustee or to the Company and the Trustee by the Holders of at
least 25% in aggregate principal amount of the Outstanding Securities
of the series, a written notice specifying such default or breach and
requiring it to be remedied and stating that such notice is a "Notice
of Default" hereunder;

(4) the Company defaults under any mortgage, indenture or
instrument under which there may be issued, or by which there may be
secured or evidenced, any Debt (including this Indenture) having an
aggregate principal amount outstanding of at least $25,000,000,
whether such Debt now exists or shall hereafter be created, and, as a
result of such default, such Debt shall become due and payable,
whether by acceleration

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or otherwise, and such acceleration shall not be rescinded, annulled
or cured within a period of 30 days after there has been given, by
registered or certified mail, return receipt requested, to the Company
by the Trustee or to the Company and the Trustee by the Holders of at
least 25% in aggregate principal amount of the Outstanding Securities
of that series a written notice specifying such default and requiring
it to be remedied and stating that such notice is a "Notice of
Default" hereunder (it being understood however, that the Trustee
shall not be deemed to have knowledge of such default under such
agreement or instrument unless a Responsible Officer of the Trustee
shall have received written notice thereof from the Company, from any
Holder, from the holder of any such Debt or from the trustee under any
such agreement or other instrument); provided, however, that if such
default under such mortgage, indenture or instrument is remedied or
cured by the Company or waived by the holders of such Debt, then the
Event of Default hereunder by reason thereof shall be deemed likewise
to have been thereupon remedied, cured or waived without further
action upon the part of either the Trustee or any of such Holders;

(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, (C)
consents to the appointment of a Custodian of it or for all or
substantially all of its property, (D) makes a general assignment for
the benefit of its creditors or (E) admits in writing its inability
generally to pay its debts as they become due;

(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 (C) orders
the liquidation of the Company, and such order or decree remains
unstayed and in effect for 90 days; or

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

The term "Bankruptcy Law" means Xxxxx 00, Xxxxxx Xxxxxx
Bankruptcy Code of 1978, as amended, or any similar United States federal or
state law relating to bankruptcy,

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insolvency, receivership, reorganization or relief of debtors or any amendment
to, successor to or change in any such law. The term "Custodian" means any
receiver, trustee, assignee, liquidator, custodian, sequestrator or similar
official under any Bankruptcy Law.

Section 5.2. Acceleration; Rescission and Annulment. If
an Event of Default with respect to the Securities of any series at the time
Outstanding (other than an Event of Default specified in clause (5) or (6) of
Section 5.1) occurs and is continuing, the Trustee or the Holders of at least
25% in aggregate principal amount of all of the Outstanding Securities of that
series, by written notice received by the Company (and, if given by the
Holders, received by the Trustee), may declare the principal (or, if the
Securities of that series are Original Issue Discount Securities or Indexed
Securities, such portion of the principal amount as may be specified in the
terms of that series) of and accrued interest, if any, on all the Securities of
that series to be due and payable and upon any such declaration such principal
(or, in the case of Original Issue Discount Securities or Indexed Securities,
such specified amount) and interest, if any, shall be immediately due and
payable, provided that the payment of principal and interest on such Securities
shall remain subordinated to the extent provided in Article 15. If an Event of
Default specified in clause (5) or (6) of Section 5.1 with respect to the
Securities of any series at the time Outstanding occurs and is continuing, then
the principal (or, if the Securities of that series are Original Issue Discount
Securities or Indexed Securities, such portion of the principal amount as may
be specified in the terms of that series) of and accrued interest, if any, on
all the Securities of that series shall ipso facto be immediately due and
payable without any declaration or act on the part of the Trustee or any Holder
of such Securities, provided that the payment of principal and interest on such
Securities shall remain subordinated to the extent provided in Article 15.

At any time after such a declaration of acceleration with
respect to Securities of any series has been made and before a judgment or
decree for payment of the money due has been obtained by the Trustee as
hereinafter in this Article provided, the Holders of a majority in aggregate
principal amount of the Outstanding Securities of that series, by written
notice to the Trustee, may rescind and annul such declaration and its
consequences if all existing Defaults and Events of Default with respect to
Securities of that series, other than the non-payment of the principal of

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Securities of that series which have become due solely by such declaration of
acceleration, have been cured or waived as provided in Section 5.7. No such
rescission shall affect any subsequent default or impair any right consequent
thereon.

Section 5.3. Collection of Indebtedness and Suits for
Enforcement by Trustee. The Company covenants that if

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

(2) default is made in the payment of the principal of
(or premium, if any, on) any Security at the Maturity thereof,

the Company will, upon demand of the Trustee, pay to it, for the benefit of the
Holders of such Securities or interest coupons, if any, the whole amount then
due and payable on such Securities for principal, premium, if any, and interest
and, to the extent that payment of such interest shall be legally enforceable,
interest on any overdue principal, premium, if any, and on any overdue
interest, at the rate or rates prescribed therefor in such Securities or
interest coupons, if any, and, in addition thereto, such further amount as
shall be sufficient to cover the costs and expenses of collection, including
all amounts due the Trustee, its agents and counsel under Section 6.7.

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

If an Event of Default with respect to Securities of any
series occurs and is continuing, the Trustee may in its discretion proceed to
protect and enforce its rights and the rights of the Holders of Securities of
such series by such appropriate judicial proceedings as the Trustee shall deem
most effectual to protect and enforce any such rights,

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whether for the specific enforcement of any covenant or agreement in this
Indenture or in aid of the exercise of any power granted herein, or to secure
any other proper remedy, subject, however, to Section 5.8.

Section 5.4. Trustee May File Proofs of Claim. In case of
any judicial proceeding relative to the Company (or any other obligor upon the
Securities), its property or its creditors, the Trustee shall be entitled and
empowered, by intervention in such proceeding or otherwise, to take any and all
actions authorized under the Trust Indenture Act in order to have claims of the
Holders and the Trustee allowed in any such proceeding. In particular, the
Trustee shall be authorized to collect and receive any moneys or other property
payable or deliverable on any such claims and to distribute the same; and any
custodian, receiver, assignee, trustee, liquidator, sequestrator or other
similar official in any such judicial proceeding is hereby authorized by each
Holder to make such payments to the Trustee and, in the event that the Trustee
shall consent to the making of such payments directly to the Holders, to pay to
the Trustee any amount due it for the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel, and any
other amounts due the Trustee under Section 6.7.

No provision of this Indenture shall be deemed to authorize
the Trustee to authorize or consent to or accept or adopt on behalf of any
Holder of a Security or interest coupon any plan of reorganization,
arrangement, adjustment or composition affecting the Securities or the rights
of any Holder of a Security or interest coupon thereof or to authorize the
Trustee to vote in respect of the claim of any Holder of a Security or interest
coupon in any such proceeding; provided, however, that the Trustee may, on
behalf of the Holders, vote for the election of a trustee in bankruptcy or
similar official and be a member of a creditors' or other similar committee.

Section 5.5. Trustee May Enforce Claims Without Possession
of Securities. All rights of action and claims under this Indenture or the
Securities may be prosecuted and enforced by the Trustee without the possession
of any of the Securities or the production thereof in any proceeding relating
thereto.

Section 5.6. Delay or Omission Not Waiver. No delay or
omission by the Trustee or any Holder of any Securities to exercise any right
or remedy accruing upon an

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Event of Default shall impair any such right or remedy or constitute a waiver
of or acquiescence in any such Event of Default.

Section 5.7. Waiver of Past Defaults. The Holders of not
less than a majority in aggregate principal amount of Outstanding Securities of
any series by written notice to the Trustee may waive on behalf of the Holders
of all Securities of such series and any interest coupons appertaining thereto
a past Default or Event of Default with respect to that series and its
consequences except (i) a Default or Event of Default in the payment of the
principal of, premium, if any, or interest on any Security of such series or
any interest coupon appertaining thereto or (ii) in respect of a covenant or
provision hereof which pursuant to Article 8 cannot be amended or modified
without the consent of the Holder of each Outstanding Security of such series
affected. Upon any such waiver, such Default shall cease to exist, and any
Event of Default arising therefrom shall be deemed to have been cured, for
every purpose of this Indenture but no such waiver shall extend to any
subsequent or other default or impair any right consequent thereon.

Section 5.8. Control by Majority. The Holders of not less
than a majority in aggregate principal amount of the Outstanding Securities of
each series affected (with each such series voting as a class) shall have the
right to direct the time, method and place of conducting any proceeding for any
remedy available to the Trustee or exercising any trust or power conferred on
it with respect to Securities of that series; provided, however, that (i) the
Trustee may refuse to follow any direction that conflicts with any governmental
rule or law or this Indenture, (ii) the Trustee may refuse to follow any
direction that is unduly prejudicial to the rights of the Holders of Securities
of such series not consenting, or that would in the good faith judgment of the
Trustee have a substantial likelihood of involving the Trustee in personal
liability without adequate indemnity having been offered therefor and (iii)
subject to Section 6.1, the Trustee may take any other action deemed proper by
the Trustee which is not inconsistent with such direction.

Section 5.9. Limitation on Suits by Holders. No Holder of
any Security of any series or any interest coupons appertaining thereto shall
have any right to institute any proceeding, judicial or otherwise, with respect
to this

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Indenture, or for the appointment of a receiver or trustee, or for any other
remedy hereunder, unless:

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

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

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

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

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

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

Section 5.10. Rights of Holders to Receive Payment.
Notwithstanding any other provision of this Indenture, but subject to Section
9.2, the right of any Holder of a Security or interest coupon to receive
payment of principal of, premium, if any, and, subject to Sections 3.5 and 3.7,
interest on the Security, on or after the respective due dates expressed in the
Security (or, in case of redemption, on the Redemption Dates), the right of any
Holder of an interest coupon to receive payment of interest due as provided in
such interest coupon, or to bring suit for the enforcement of any such payment
on or after such respective dates, and the right, if any, to convert or

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exchange such Security in accordance with Article 14, shall not be impaired or
affected without the consent of such Holder.

Section 5.11. Application of Money Collected. If the
Trustee collects any money pursuant to this Article, it shall pay out the money
in the following order, at the date or dates fixed by the Trustee and, in case
of the distribution of such money on account of principal, premium, if any, or
interest, upon presentation of the Securities and interest coupons, if any, and
the notation thereon of the payment if only partially paid and upon surrender
thereof if fully paid:

First: to the Trustee for amounts due under Section 6.7;

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

Third: the balance, if any, to the Company.

The Holders of each series of Securities denominated in ECU,
any other currency unit or a Foreign Currency and any matured interest coupons
relating thereto shall be entitled to receive a ratable portion of the amount
determined by the Trustee by converting the principal amount Outstanding of
such series of Securities and matured but unpaid interest on such series of
Securities in the currency in which such series of Securities is denominated
into Dollars at the Market Exchange Rate as of the date of declaration of
acceleration of Maturity of the Securities.

The Trustee may fix a record date and payment date for any
payment to Holders pursuant to this Section 5.11. At least 15 days before such
record date, the Trustee shall mail to each Holder and the Company a notice
that states the record date, the payment date and the amount to be paid.

Section 5.12. Restoration of Rights and Remedies. If the
Trustee or any Holder has instituted any proceeding to enforce any right or
remedy under this Indenture and such proceeding has been discontinued or
abandoned for any

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reason, or has been determined adversely to the Trustee or to such Holder, then
and in every such case, subject to any determination in such proceeding, the
Company, the Trustee and the Holders shall be restored severally and
respectively to their former positions hereunder and thereafter all rights and
remedies of the Trustee and the Holders shall continue as though no such
proceeding had been instituted.

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

Section 5.14. Undertaking for Costs. In any suit for the
enforcement of any right or remedy under this Indenture, or in any suit against
the Trustee for any action taken, suffered or omitted by it as Trustee, a court
may require any party litigant in such suit to file an undertaking to pay the
costs of such suit, and may assess costs against any such party litigant, in
the manner and to the extent provided in the Trust Indenture Act; provided,
however, that neither this Section nor the Trust Indenture Act shall be deemed
to authorize any court to require such an undertaking or to make such an
assessment in any suit instituted by the Company.

Section 5.15. Waiver of Stay, Extension or Usury Laws. The
Company covenants (to the extent that it may lawfully do so) that it will not
at any time insist upon, or plead, or in any manner whatsoever claim or take
the benefit or advantage of, any stay or extension law or any usury or other
law wherever enacted, now or at any time hereafter in force, which would
prohibit or forgive the Company from paying all or any portion of the
principal, of, and premium, if any, or interest on the Securities contemplated
herein or in the Securities or which may affect the covenants or the
performance of this Indenture; and the Company (to the extent that it may
lawfully do so) hereby expressly waives all benefit or advantage of any such
law, and covenants that it will not hinder, delay or impede the execution of
any

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power herein granted to the Trustee, but will suffer and permit the execution
of every such power as though no such law had been enacted.

ARTICLE 6

The Trustee

Section 6.1. Certain Duties and Responsibilities of the
Trustee. (a) The Trustee's duties and responsibilities under this Indenture
shall be governed by Section 315 of the Trust Indenture Act.

(b) In case a Default or an Event of Default has occurred and
is continuing, the Trustee shall exercise the rights and powers vested in it by
this Indenture, and shall use the same degree of care and skill in their
exercise, as a prudent person would exercise or use under the circumstances in
the conduct of such person's own affairs.

Section 6.2. Rights of Trustee. Subject to the provisions
of the Trust Indenture Act:

(a) The Trustee may rely on and shall be protected in
acting or refraining from acting upon any document believed by it to
be genuine and to have been signed or presented by the proper party or
parties. The Trustee need not investigate any fact or matter stated
in the document.

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

(c) Before the Trustee acts or refrains from acting, it
may consult with counsel or require an Officers' Certificate and/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 advice of counsel acceptable to the Trustee, a
certificate of an Officer or Officers deliv-

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ered pursuant to Section 1.2, an Officers' Certificate or an Opinion
of Counsel.

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

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

(f) The Trustee shall not be required to expend or risk
its own funds or otherwise incur any financial liability in the
performance of any of its duties hereunder, or in the exercise of its
rights or powers, if it shall have reasonable grounds for believing
that repayment of such funds or indemnity deemed satisfactory by the
Trustee against such risk or liability is not reasonably assured to it.

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

Section 6.4. Money Held in Trust. Money held by the
Trustee in trust hereunder need not be segregated from other funds except to
the extent required by law. The Trustee shall be under no liability for
interest on any money received by it hereunder except as otherwise agreed upon
in writing with the Company.

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

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Section 6.6. 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, within 90 days after the Default occurs,
transmit by mail, in the manner and to the extent provided in Section 313(c) of
the Trust Indenture Act, notice of all Defaults known to it unless such Default
shall have been cured or waived; provided, however, that, except in the case of
a Default in the payment of principal (and premium, if any) or interest on the
Securities of any series, the Trustee may withhold the notice if and so long as
a Responsible Officer in good faith determines that withholding such notice is
in the interests of Holders of Securities of that series.

Section 6.7. Compensation and Indemnity. (a) The Company
shall pay to the Trustee from time to time reasonable compensation for its
services and its counsel. 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 fees and out-of-pocket
expenses incurred by it and its counsel in connection with the performance of
its duties under this Indenture, including those arising in connection with the
performance of its duties arising as a result of an Event of Default in Section
5.1, except any such expense as may be attributable to its negligence,
recklessness or bad faith. Such expenses shall include the reasonable
compensation and expenses of the Trustee's agents and counsel.

(b) The Company shall indemnify the Trustee for, and hold
it harmless against, any loss or liability, damage, claim or reasonable expense
including taxes (other than taxes based upon or determined or measured by the
income of the Trustee) incurred by it without negligence, recklessness or bad
faith and arising out of or in connection with its acceptance or administration
of the trust or trusts hereunder, including the reasonable costs and expenses
of defending itself against any claim or liability in connection with the
exercise or performance of any of its powers or duties hereunder other than
those attributable to its negligence, recklessness or bad faith. The Trustee
shall notify the Company promptly of any claim for which it may seek indemnity.
The Company shall defend the claim and the Trustee shall cooperate in the
defense. The Company need not pay for any settlement made without its consent,
which consent shall not be unreasonably withheld or delayed.

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

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

When the Trustee incurs expenses or renders services in
connection with an Event of Default specified in Section 5.1(5) or Section
5.1(6), the expenses (including the reasonable fees and expenses of its
counsel) and the compensation for the services are intended to constitute
expenses of administration under any applicable Federal or state bankruptcy,
insolvency or other similar law.

The provisions of this Section shall survive the resignation
or removal of the Trustee and the termination of this Indenture.

Section 6.8. 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 Section 6.9.

(b) The Trustee may resign at any time with respect to
the Securities of any series by giving written notice thereof to the Company.
If the instrument of acceptance by a successor Trustee required by Section 6.9
shall not have been delivered to the Trustee within 30 days after the giving of
such notice of resignation, the resigning Trustee may petition any court of
competent jurisdiction for the appointment of a successor Trustee with respect
to the Securities of such series.

(c) The Holders of a majority in aggregate principal
amount of the Outstanding Securities of any series may remove the Trustee with
respect to that series by so notifying the Trustee and the Company.

(d) If at any time:

(1) the Trustee fails to comply with Section 310(b) of
the Trust Indenture Act after written request therefor by the Company
or by any Holder who has been a

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bona fide Holder of a Security for at least six months, or

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

(3) the Trustee becomes incapable of acting, is adjudged
a bankrupt or an insolvent or a receiver or public officer takes
charge of the Trustee or its property or affairs for the purpose of
rehabilitation, conservation or liquidation,

then, in any such case, (i) the Company by or pursuant to a Board Resolution
may remove the Trustee with respect to all Securities, or (ii) subject to
Section 315(e) of the Trust Indenture Act, any Holder who has been a bona fide
Holder of a Security for at least six months may, on behalf of himself or
herself and all others similarly situated, petition any court of competent
jurisdiction for the removal of the Trustee with respect to all Securities and
the appointment of a successor Trustee or Trustees.

(e) If the Trustee resigns or is removed or if a vacancy
exists in the office of Trustee for any reason, with respect to Securities of
one or more series, the Company shall promptly appoint a successor Trustee with
respect to the Securities of that or those series (it being understood that any
such successor Trustee may be appointed with respect to the Securities of one
or more or all of such series and that at any time there shall be only one
Trustee with respect to the Securities of any particular series) and shall
comply with the applicable requirements of Section 6.9. If, within one year
after such resignation or removal, or the occurrence of such vacancy, a
different successor Trustee with respect to the Securities of any series shall
be appointed by Act of the Holders of a majority in principal amount of the
Outstanding Securities of such series delivered to the Company and the retiring
Trustee, the successor Trustee so appointed shall, forthwith upon its
acceptance of such appointment in accordance with the applicable requirements
of Section 6.9, become the successor Trustee with respect to the Securities of
such series and to that extent supersede the successor Trustee appointed by the

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Company. If no successor Trustee with respect to the Securities of any series
shall have been so appointed by the Company or the Holders and accepted
appointment in the manner required by Section 6.9, any Holder who has been a
bona fide Holder of a Security of such series for at least six months may, on
behalf of himself or herself and all others similarly situated, petition any
court of competent jurisdiction for the appointment of a successor Trustee with
respect to the Securities of such series.

Section 6.9. Acceptance of Appointment by Successor. (a)
In case of the appointment hereunder of a successor Trustee with respect to all
Securities, every such successor Trustee shall execute, acknowledge and deliver
to the Company and to the retiring Trustee an instrument accepting such
appointment. Thereupon, the resignation or removal of the retiring Trustee
shall become effective, and the successor Trustee, without further act, deed or
conveyance, shall become vested with all the rights, powers and duties of the
retiring Trustee; but, on the request of the Company or the successor Trustee,
such retiring Trustee shall, upon payment of all amounts due it under Section
6.7, execute and deliver an instrument transferring to such successor Trustee
all the rights, powers and trusts of the retiring Trustee and shall duly
assign, transfer and deliver to such successor Trustee all property and money
held by such retiring Trustee hereunder.

(b) In case of the appointment hereunder of a successor
Trustee with respect to the Securities of one or more (but not all) series, the
Company, the retiring Trustee and such successor Trustee shall execute and
deliver an indenture supplemental hereto wherein such successor Trustee shall
accept such appointment and which (i) shall contain such provisions as shall be
necessary or desirable to transfer and confirm to, and to vest in, such
successor Trustee all the rights, powers, trusts and duties of the retiring
Trustee with respect to the Securities of that or those series to which the
appointment of such successor Trustee relates, (ii) if the retiring Trustee is
not retiring with respect to all Securities, shall contain such provisions as
shall be deemed necessary or desirable to confirm that all the rights, powers,
trusts and duties of the retiring Trustee with respect to the Securities of
that or those series as to which the retiring Trustee is not retiring shall
continue to be vested in the retiring Trustee, and (iii) shall add to or change
any of the provisions of this Indenture as shall be necessary to provide for or
facilitate the administration of the trusts hereunder by more than one Trustee,
it being understood that nothing herein or in such supplemental indenture shall
constitute

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such Trustees co-trustees of the same trust and that each such Trustee shall be
trustee of a trust or trusts hereunder separate and apart from any trust or
trusts hereunder administered by any other such Trustee and upon the execution
and delivery of such supplemental indenture the resignation or removal of the
retiring Trustee shall become effective to the extent provided therein and each
such successor Trustee, without any further act, deed or conveyance, shall
become vested with all the rights, powers, trusts and duties of the retiring
Trustee with respect to the Securities of that or those series to which the
appointment of such successor Trustee relates; but, on request of the Company
or any successor Trustee, such retiring Trustee shall, upon payment of all
amounts due it under Section 6.7, duly assign, transfer and deliver to such
successor Trustee all property and money held by such retiring Trustee
hereunder with respect to the Securities of that or those series to which the
appointment of such successor Trustee relates.

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

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

(e) The Company shall give notice of each resignation and
each removal of the Trustee with respect to the Securities of any series and
each appointment of a successor Trustee with respect to the Securities of any
series in the manner provided for notices to the Holders of Securities in
Section 1.6. Each notice shall include the name of the successor Trustee with
respect to the Securities of such series and the address of its Corporate Trust
Office. If the Company fails to give such notice within thirty days after
acceptance of appointment by the successor Trustee, the successor Trustee shall
cause such notice to be given at the expense of the Company.

Section 6.10. Eligibility; Disqualification. (a) There
shall at all times be a Trustee hereunder which shall be eligible to act as
Trustee under Section 310(a)(1) of the Trust Indenture Act, shall be a bank or
trust company or corporation organized and doing business and in good

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standing under the laws of the United States or of any State thereof or the
District of Columbia and shall have (together with its direct parent) a
combined capital and surplus of at least $50,000,000. If such company or
corporation publishes reports of condition at least annually, pursuant to law
or the requirements of Federal, State, territorial or District of Columbia
supervising or examining authority, then for the purposes of this Section, the
combined capital and surplus of such company or corporation shall be deemed to
be its combined capital and surplus as set forth in its most recent report of
condition so published. If at any time the Trustee shall cease to be eligible
in accordance with the provisions of this Section, it shall resign immediately
in the manner and with the effect specified in this Article.

(b) If the Trustee has or shall acquire a conflicting
interest within the meaning of the Trust Indenture Act, the Trustee shall
either eliminate such interest or resign, to the extent and in the manner
provided by, and subject to the provisions of, the Trust Indenture Act and this
Indenture and the Company shall take prompt action to have a successor Trustee
appointed in the manner provided herein. Nothing herein shall prevent the
Trustee from filing with the Commission the application referred to in the
second to the last paragraph of Section 310(b) of the Trust Indenture Act or
any equivalent successor provision.

Section 6.11. Merger, Conversion, Consolidation or
Succession to Business. Any corporation into which the Trustee may be merged
or converted or with which it may be consolidated, or any corporation resulting
from any merger, conversion or consolidation to which the Trustee shall be a
party, or any corporation succeeding to all or substantially all the corporate
trust business of the Trustee, shall be the successor of the Trustee hereunder,
provided such corporation shall be otherwise qualified and eligible under this
Article, without the execution or filing of any paper or any further act on the
part of any of the parties hereto. In case any Securities shall have been
authenticated, but not delivered, by the Trustee then in office, any successor
by merger, conversion or consolidation to such authenticating Trustee may adopt
such authentication and deliver the Securities so authenticated with the same
effect as if such successor Trustee had itself authenticated such Securities.

Section 6.12. Preferential Collection of Claims Against
Company. If and when the Trustee shall be or become a creditor of the Company
(or any other obligor upon the Securities), the Trustee shall be subject to the
provisions

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of the Trust Indenture Act regarding the collection of claims against the
Company (or any such other obligor).

Section 6.13. Appointment of Authenticating Agent. The
Trustee may appoint an Authenticating Agent or Agents with respect to one or
more series of Securities which shall be authorized to act on behalf of the
Trustee to authenticate Securities of such series issued upon original issue,
exchange, registration of transfer or partial redemption thereof, and
Securities so authenticated shall be entitled to the benefits of this Indenture
and shall be valid and obligatory for all purposes as if authenticated by the
Trustee hereunder. Any such appointment shall be evidenced by an instrument in
writing signed by a Responsible Officer of the Trustee, a copy of which
instrument shall be promptly furnished to the Company. Wherever reference is
made in this Indenture to the authentication and delivery of Securities by the
Trustee or the Trustee's certificate of authentication, such reference shall be
deemed to include authentication and delivery on behalf of the Trustee by an
Authenticating Agent and a certificate of authentication executed on behalf of
the Trustee by an Authenticating Agent. Each Authenticating Agent shall be
acceptable to the Company and, except as may otherwise be provided pursuant to
Section 3.1, shall at all times be a bank or trust company or corporation
organized and doing business and in good standing under the laws of the United
States or of any State thereof or the District of Columbia, authorized under
such laws to act as Authenticating Agent, having a combined capital and surplus
of not less than $50,000,000 and subject to supervision or examination by
Federal or State authorities. If such Authenticating Agent publishes reports
of condition at least annually, pursuant to law or the requirements of the
aforesaid supervising or examining authority, then for the purposes of this
Section, the combined capital and surplus of such Authenticating Agent shall be
deemed to be its combined capital and surplus as set forth in its most recent
report of condition so published. In case at any time an Authenticating Agent
shall cease to be eligible in accordance with the provisions of this Section,
such Authenticating Agent shall resign immediately in the manner and with the
effect specified in this Section.

Any corporation into which an Authenticating Agent may be
merged or converted or with which it may be consolidated, or any corporation
resulting from any merger, conversion or consolidation to which such
Authenticating Agent shall be a party, or any corporation succeeding to the
corporate agency or corporate trust business of an Authenticating Agent, shall
continue to be an Authen-

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ticating Agent, provided such corporation shall be otherwise eligible under
this Section, without the execution or filing of any paper or further act on
the part of the Trustee or the Authenticating Agent.

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

The Company agrees to pay to each Authenticating Agent from
time to time reasonable compensation including reimbursement of its reasonable
expenses for its services under this Section, subject to Section 6.7.

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

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

THE FIRST NATIONAL BANK OF
CHICAGO, as Trustee

By , as
-----------------------
Authenticating Agent

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

ARTICLE 7

Consolidation, Merger or Sale by the Company

Section 7.1. Consolidation, Merger or Sale of Assets
Permitted. The Company shall not consolidate with or merge into, or sell,
transfer, lease or otherwise dispose of its properties and assets as, or
substantially as, an entirety to, any Person unless:

(1) (A) the Company will be the surviving entity or (B)
the Person formed by or surviving any such consolidation or merger (if
other than the Company), or to which such sale, transfer, lease or
other disposition shall have been made, is an entity organized and
existing under the laws of the United States, any State thereof or the
District of Columbia;

(2) the Person formed by or surviving any such
consolidation or merger (if other than the Company), or to which such
sale, transfer, lease or other disposition shall have been made,
expressly assumes by supplemental indenture all the obligations of the
Company under the Securities and this Indenture, and the Securities
and this Indenture will remain in full force and effect as so
supplemented; and

(3) immediately after giving effect to such
consolidation, merger, sale, transfer, lease or other disposition, no
Default or Event of Default exists.

The Company shall deliver to the Trustee prior to the proposed
consolidation, merger, sale, transfer, lease or other disposition an Officers'
Certificate to the foregoing

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effect and an Opinion of Counsel stating that the proposed consolidation,
merger, sale, transfer, lease or other disposition and such supplemental
indenture comply with this Indenture and that all conditions precedent to the
consummation of such transaction under this Section 7.1 have been met.

Upon any consolidation of the Company with, or merger of the
Company into, any other Person or any sale, transfer, lease or other
disposition of properties and assets of the Company as, or substantially as, an
entirety in accordance with this Section 7.1, the successor Person formed by
such consolidation or into which the Company is merged or to which such sale,
transfer, lease or other disposition is made shall succeed to and be
substituted for, and may exercise every right and power of, the Company
hereunder and under the Securities and any interest coupons appertaining
thereto with the same effect as if such successor Person had been named
hereunder and thereunder and thereafter, except in the case of a lease, the
predecessor Person shall be relieved of all obligations and covenants under
this Indenture and the Securities.

ARTICLE 8

Supplemental Indentures

Section 8.1. Supplemental Indentures Without Consent of
Holders. Without the consent of any Holders, the Company and the Trustee, at
any time and from time to time, may enter into indentures supplemental hereto,
in form reasonably satisfactory to the Trustee, for any of the following
purposes:

(1) to evidence the succession of another Person to the
Company and the assumption by any such successor of the covenants and
obligations of the Company herein and in the Securities and any
interest coupons appertaining thereto; or

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

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

(4) to add to or change any of the provisions of this
Indenture to such extent as shall be necessary to facilitate the
issuance or administration of Bearer Securities (including, without
limitation, to provide that Bearer Securities may be registrable as to
principal only) or to facilitate the issuance or administration of
Securities in global form; or

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

(6) to secure the Securities pursuant to the requirements
of Section 9.5 or otherwise; or

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

(8) to evidence and provide for the acceptance of
appointment hereunder by a successor Trustee with respect to the
Securities of one or more series and to add to or change any of the
provisions of this Indenture as shall be necessary to provide for or
facilitate the administration of the trusts hereunder by more than one
Trustee, pursuant to the requirements of Section 6.9; or

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

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

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(11) to make provision not adverse to the Holders of
Outstanding Securities of any series with respect to any conversion or
exchange rights of Holders pursuant to the requirements of Article 14,
including providing for the conversion or exchange of the Securities
into any Equity Securities or property of the Company; or

(12) to cure any ambiguity, correct any mistake or comply
with any mandatory provision of law; or

(13) to modify the provisions in Article 15 of this
Indenture with respect to the subordination of Outstanding Securities
of any series in a manner not adverse to the Holders thereof; or

(14) to modify, eliminate or add to the provisions of this
Indenture to such extent as shall be necessary to effect the
qualification of this Indenture under the Trust Indenture Act or under
any similar federal statute subsequently enacted, and to add to this
Indenture such other provisions as may be expressly required under the
Trust Indenture Act.

Section 8.2. Supplemental Indentures With Consent of
Holders. With the consent of the Holders of not less than a majority of the
aggregate principal amount of the Outstanding Securities of all series
adversely affected by such supplemental indenture (voting as one class), by Act
of said Holders delivered to the Company, the Company and the Trustee may enter
into an indenture or indentures supplemental hereto to add any provisions to or
to change in any manner or eliminate any provisions of this Indenture or of any
other indenture supplemental hereto or to modify in any manner the rights of
the Holders of such Securities; provided, however, that without the consent of
the Holder of each Outstanding Security affected thereby, an amendment under
this Section may not:

(1) change the Stated Maturity of the principal of, or
premium, if any, on, or any installment of principal of or premium, if
any, or interest on, any Security, or reduce the principal amount
thereof or the rate of interest thereon or any premium payable upon
the redemption thereof, or change the manner in which the amount of
any principal thereof or premium, if any, or interest thereon is
determined or reduce the amount of the principal of any Original Issue
Discount Security or Indexed Security that would be due and payable
upon a declaration of acceleration of the Maturity

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thereof pursuant to Section 5.2, or change the currency or currency
unit in which any Securities or any premium or the interest thereon is
payable, or impair the right to institute suit for the enforcement of
any such payment on or after the Stated Maturity thereof (or, in the
case of redemption, on or after the Redemption Date);

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

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

(4) make any change that adversely affects any right to
convert or exchange any Security to which the provisions of Article 14
are applicable or, except as provided in this Indenture, decrease the
conversion or exchange rate or increase the conversion or exchange
price of any such Security;

(5) modify the provisions in Article 15 of this Indenture
with respect to the subordination of Outstanding Securities of any
series in a manner adverse to the Holders thereof; or

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

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

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

Section 8.3. Compliance with Trust Indenture Act. Every
amendment to this Indenture or the Securities of one or more series shall be
set forth in a supplemental indenture that complies with the Trust Indenture
Act as then in effect.

Section 8.4. Execution of Supplemental Indentures. In
executing, or accepting the additional trusts created by, any supplemental
indenture permitted by this Article or the modification thereby of the trusts
created by this Indenture, the Trustee shall be entitled to receive, and
(subject to Section 6.1) shall be fully protected in relying upon, an Officers'
Certificate and an Opinion of Counsel stating that the execution of such
supplemental indenture is authorized or permitted by this Indenture. The
Trustee may, but shall not be obligated to, enter into any such supplemental
indenture which affects the Trustee's own rights, duties or immunities under
this Indenture or otherwise.

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

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

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Section 8.7. Notice of Supplemental Indentures. Promptly
after the execution by the Company and the Trustee of any supplemental
indenture pursuant to the provisions of Section 8.2, the Company shall give
notice thereof to the Holders of each Outstanding Security affected, in the
manner provided for in Section 1.6, setting forth in general terms the
substance of such supplemental indenture. Any failure of the Company to give
such notice, or any defect therein, shall not, however, in any way impair or
affect the validity of any such supplemental indenture.

ARTICLE 9

Covenants

Section 9.1. Payment of Principal, Premium, if any, and
Interest. The Company covenants and agrees for the benefit of the Holders of
each series of Securities that it will duly and punctually pay the principal
of, premium, if any, and interest, together with additional amounts, if any, on
the Securities of that series in accordance with the terms of the Securities of
such series, any interest coupons appertaining thereto and this Indenture;
provided, however, that amounts properly withheld under the Internal Revenue
Code of 1986, as amended, by any Person from a payment to any Holder of
Securities, after having requested such Holder to provide applicable
information that would allow such Person to make such payment without
withholding, shall be considered as having been paid by the Company to such
Holder for purposes of this Indenture. An installment of principal, premium,
if any, or interest shall be considered paid on the date it is due if there
shall have been sent to the Trustee or Paying Agent by wire transfer, or if the
Trustee or Paying Agent otherwise holds, on that date money designated for and
sufficient to pay the installment.

Section 9.2. Maintenance of Office or Agency. Unless
otherwise specified as contemplated by Section 3.1, if Securities of a series
are issued as Registered Securities, the Company will maintain in each Place of
Payment for any series of Securities an office or agency where Securities of
that series may be presented or surrendered for payment, where Securities of
that series may be surrendered for registration of transfer or exchange and
where notices and demands to or upon the Company in respect of the Securities
of that series and this Indenture may be served. Unless otherwise specified as
contemplated by Section 3.1, if Securities of a series are issuable as Bearer
Securities,

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the Company will maintain, (i) subject to any laws or regulations applicable
thereto, an office or agency in a Place of Payment for that series which is
located outside the United States where Securities of that series and related
interest coupons may be presented and surrendered for payment; provided,
however, that if the Securities of that series are listed on The International
Stock Exchange of the United Kingdom and the Republic of Ireland Limited, the
Luxembourg Stock Exchange or any other stock exchange located outside the
United States and such stock exchange shall so require, the Company will
maintain a Paying Agent for the Securities of that series in London, Luxembourg
or any other required city located outside the United States, as the case may
be, so long as the Securities of that series are listed on such exchange, and
(ii) subject to any laws or regulations applicable thereto, an office or agency
in a Place of Payment for that series which is located outside the United
States, where Securities of that series may be surrendered for exchange and
where notices and demands to or upon the Company in respect of the Securities
of that series and this Indenture may be served. The Company will give prompt
written notice to the Trustee of the location, and any change in the location,
of any such office or agency. If at any time the Company shall fail to
maintain any such required office or agency or shall fail to furnish the
Trustee with the address thereof, such presentations, surrenders, notices and
demands may be made or served at the Corporate Trust Office of the Trustee, and
the Company hereby appoints the Trustee as its agent to receive all such
presentations, surrenders, notices and demands.

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

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illegal or effectively precluded by exchange controls or other similar
restrictions.

Unless otherwise specified as contemplated by Section 3.1, the
Company may also from time to time designate one or more other offices or
agencies where the Securities (including any interest coupons, if any) of one
or more series may be presented or surrendered for any or all such purposes and
may from time to time rescind such designations; provided, however, that no
such designation or rescission shall in any manner relieve the Company of its
obligation to maintain an office or agency in each Place of Payment for
Securities (including any interest coupons, if any) of any series for such
purposes. The Company will give prompt written notice to the Trustee of any
such designation or rescission and of any change in the location of any such
other office or agency.

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

Section 9.3. Money for Securities Payments to Be Held in
Trust; Unclaimed Money. If the Company shall at any time act as its own Paying
Agent with respect to any series of Securities and any interest coupons
appertaining thereto, it will, on or before each due date of the principal of,
premium, if any, or interest on any of the Securities of that series, segregate
and hold in trust for the benefit of the Persons entitled thereto a sum
sufficient to pay the principal, premium, if any, or interest so becoming due
until such sums shall be paid to such Persons or otherwise disposed of as
herein provided and will promptly notify the Trustee in writing of its action
or failure so to act.

Whenever the Company shall have one or more Paying Agents for
any series of Securities and any interest coupons appertaining thereto, it
will, prior to each due date of the principal of or any premium or interest on
any Securities of that series, deposit with a Paying Agent a sum sufficient to
pay such amount, such sum to be held as provided by the Trust Indenture Act,
and (unless such Paying Agent is the Trustee) the Company will promptly notify
the Trustee of its action or failure so to act.

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

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

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

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

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

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

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the date of such publication, any unclaimed balance of such money then
remaining will be repaid to the Company.

Section 9.4. Corporate Existence. Subject to Article 7,
the Company will at all times do or cause to be done all things necessary to
preserve and keep in full force and effect its corporate existence and its
rights and franchises; provided that nothing in this Section 9.4 shall prevent
the abandonment or termination of any right or franchise of the Company if it
shall be determined that such abandonment or termination is desirable in the
conduct of the business of the Company.

Section 9.5. Limitations on Liens. The Company will not,
nor will it permit any Restricted Subsidiary to, issue, assume or guarantee any
debt for money borrowed (excluding trade accounts payable or accrued
liabilities arising in the normal course of business) (herein referred to as
"Indebtedness") if such Indebtedness is secured by any mortgage, security
interest, pledge, lien or other encumbrance (herein referred to as a "Lien" or
"Liens") upon any Principal Property of the Company or of a Restricted
Subsidiary or on any shares of stock of any Restricted Subsidiary, whether such
Principal Property or shares of stock are owned at the date of this Indenture
or thereafter acquired, without in any such case effectively providing that the
Securities of any outstanding series that are entitled to the benefits of such
provision of this Indenture (together with, if the Company shall so determine,
any other indebtedness of or guaranteed by the Company or such Restricted
Subsidiary entitled thereto, subject to applicable priority of payment) shall
be secured equally and ratably with, or prior to, such Indebtedness so long as
such Indebtedness shall be so secured; provided, however, that the foregoing
restriction does not apply to any of the following:

(a) Liens on any property or assets acquired, constructed
or improved by the Company or any Restricted Subsidiary which are
created or assumed prior to, contemporaneously with, or within one
year after the later of such acquisition, completion of such
construction or improvement or commencement of operation of such
property or assets to secure or provide for the payment of all or any
part of the purchase price of such property or assets or the cost of
such construction or improvement;

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(b) Liens on any property or assets existing thereon at
the time of the acquisition thereof by the Company or any Restricted
Subsidiary;

(c) Liens on any property, assets or stock of any Person
existing at the time such Person is merged with or into or
consolidated with the Company or a Restricted Subsidiary or at the
time of a purchase, lease or other acquisition of the properties,
assets or stock of such Person;

(d) Liens on property, assets or securities of a Person
existing at the time such Person becomes a Restricted Subsidiary;

(e) Liens to secure Indebtedness of a Restricted
Subsidiary to the Company or to another Restricted Subsidiary;

(f) Liens in favor of the United States or any State
thereof, or any department, agency or instrumentality or political
subdivision of the United States or any State thereof, to secure
partial progress, advance or other payments pursuant to any contract
or statute or to secure any Indebtedness incurred for the purpose of
financing all or any part of the purchase price or the cost of
constructing or improving the property or assets subject to such
Liens;

(g) any Lien upon any property or assets in accordance
with customary banking practice to secure any Indebtedness incurred by
the Company or any Restricted Subsidiary in connection with the
exporting of goods to, or between, or the marketing of goods in, or
the importing of goods from, foreign countries;

(h) any Lien in existence on the date of this Indenture
or created pursuant to an "after-acquired property" clause or similar
term in existence on the date of this Indenture or any mortgage,
pledge agreement, security agreement or other similar instrument in
existence on the date of this Indenture; and

(i) any extension, renewal or replacement (or successive
extensions, renewals or replacements), in whole or in part, of any
Lien referred to in the foregoing clauses (a) to (h), inclusive;
provided, however, that the principal amount of Indebtedness
secured thereby shall not exceed the greater of the principal

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amount of Indebtedness so secured at the time of such extension,
renewal or replacement and the original principal amount of the
Indebtedness so secured (plus, in each case, the aggregate amount
of premiums, other payments, costs and expenses required to be paid or
incurred in connection with such extension, renewal or replacement);
provided, further, however, that such extension, renewal or
replacement shall be limited to all or a part of the property
(including improvements, alterations and repairs on such property)
subject to the encumbrance so extended, renewed or replaced (plus
improvements, alterations or repairs on such property).

Notwithstanding the foregoing, such restriction does not apply to the issuance,
assumption or guarantee by the Company or any Restricted Subsidiary of
Indebtedness secured by a Lien which would otherwise be subject to the
foregoing restrictions up to an aggregate principal amount which, together with
all other Indebtedness of the Company and its Restricted Subsidiaries secured
by Liens which would otherwise be subject to the foregoing restrictions (other
than Liens permitted under the foregoing exceptions) and the net sale proceeds
from Sale and Leaseback Transactions (as defined in Section 9.6) in existence
at such time (other than any Sale and Leaseback Transaction permitted by
clauses (i) through (v), inclusive, of Section 9.6), does not at the time
exceed 15% of Consolidated Net Tangible Assets.

Section 9.6. Restrictions on Sale and Leaseback
Transactions. The Indenture will provide that the Company will not, nor will
it permit any Restricted Subsidiary to, enter into any arrangement with any
Person providing for the leasing to the Company or any Restricted Subsidiary of
any Principal Property which Principal Property has been or is to be sold or
transferred by the Company or such Restricted Subsidiary to such Person (herein
referred to as a "Sale and Leaseback Transaction") unless (i) the Company or
such Restricted Subsidiary would be entitled to incur Indebtedness secured by a
Lien on the Principal Property to be leased as permitted by clauses (a) through
(i), inclusive, of Section 9.5, in an amount equal to or exceeding the net sale
proceeds from such Sale and Leaseback Transaction without equally and ratably
securing the Securities; (ii) the lease is for a term, including any renewal
thereof, of not more than three years; (iii) the lease is between the Company
and a Restricted Subsidiary or between Restricted Subsidiaries; (iv) such Sale
and Leaseback Transaction occurs within one year from the date of acquisition
of the Principal Property subject thereto or the date of completion

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of construction or commencement of operations, whichever is later; or (v) the
Company shall, and in any such case the Company covenants that it will, within
180 days of the effective date of any such arrangement, apply an amount equal
to the net sale proceeds from Sale and Leaseback Transactions to (x) repayment,
redemption or retirement of Funded Debt of the Company or any Restricted
Subsidiary or (y) investment in another Principal Property. Notwithstanding
the foregoing, the Company may, and may permit any Restricted Subsidiary to,
effect any Sale and Leaseback Transaction, provided that the net sale proceeds
from such Sale and Leaseback Transaction, together with the aggregate principal
amount of outstanding Indebtedness (other than the Securities) secured by Liens
upon Principal Properties not excepted by any of clauses (a) through (i),
inclusive, of Section 9.5, do not exceed 15% of the Consolidated Net Tangible
Assets.

Section 9.7. Annual Review Certificate. The Company
covenants and agrees to deliver to the Trustee, within 120 days after the end
of each fiscal year of the Company, a certificate from the principal executive
officer, principal financial officer or principal accounting officer of the
Company stating that a review of the activities of the Company during such year
and of performance under this Indenture has been made under his or her
supervision and to the best of his or her knowledge, based on such review, the
Company has fulfilled all of its obligations under this Indenture throughout
such year, or, if there has been a default in the fulfillment of any such
obligation, specifying each such default known to him or her and the nature and
status thereof. For purposes of this Section 9.7, such compliance shall be
determined without regard to any period of grace or requirement of notice
provided under this Indenture.

ARTICLE 10

Holders' Lists and Reports by Trustee and Company

Section 10.1. Company to Furnish Trustee Names and Addresses
of Holders. The Company will furnish or cause to be furnished to the Trustee:

(a) semi-annually, not more than 15 days after each
Regular Record Date, a list, in such form as the Trustee may
reasonably require, of the names and addresses of the Holders of
Registered Securities of each series as of such Regular Record Date;
and

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

excluding from any such list names and addresses possessed by the Trustee in
its capacity as Registrar.

Section 10.2. Preservation of Information, Communications to
Holders. (a) The Trustee shall preserve, in as current a form as is
reasonably practicable, the names and addresses of Holders of Registered
Securities contained in the most recent list furnished to the Trustee as
provided in Section 10.1 and the names and addresses of Holders of Registered
Securities received by the Trustee in its capacity as Registrar. The Trustee
may destroy any list furnished to it as provided in Section 10.1 upon receipt
of a new list so furnished.

(b) The rights of Holders of Securities to communicate
with other Holders with respect to their rights under this Indenture or under
the Securities, and the corresponding rights and privileges of the Trustee,
shall be as provided in the Trust Indenture Act.

(c) Every Holder of Securities and interest coupons
appertaining thereto, by receiving and holding the same, agrees with the
Company and the Trustee that neither the Company nor the Trustee nor any agent
of either of them shall be held accountable by reason of the disclosure of
information as to the names and addresses of the Holders of Securities made
pursuant to the Trust Indenture Act.

Section 10.3. Reports by Trustee. (a) The Trustee shall
transmit to Holders of Securities such reports concerning the Trustee and its
actions under this Indenture as may be required pursuant to the Trust Indenture
Act, at the times and in the manner provided pursuant thereto.

(b) Reports so required to be transmitted at stated
intervals of not more than 12 months shall be transmitted no later than July 15
in each calendar year, commencing with the first July 15 after the first
issuance of Securities under this Indenture.

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(c) A copy of each such report shall, at the time of such
transmission to Holders of Securities, be filed by the Trustee with each stock
exchange upon which the Securities of any series may then be listed and also
with the Commission. The Company will notify the Trustee whenever the
Securities of any series are listed on any stock exchange.

Section 10.4. Reports by the Company. (a) The Company shall
file with the Trustee, within 15 days after the Company is required to file the
same with the Commission, copies of the annual reports and of the information,
documents and other reports (or copies of such portions of any of the foregoing
as the Commission may from time to time by rules and regulations prescribe)
which the Company may be required to file with the Commission pursuant to
Section 13 or Section 15(d) of the 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
Commission, in accordance with rules and regulations prescribed from time to
time by the Commission, such of the supplementary and periodic information,
documents and reports which may be required pursuant to Section 13 of the
Securities Exchange Act of 1934, as amended, in respect of a security listed
and registered on a national securities exchange as may be prescribed from time
to time in such rules and regulations.

(b) The Company shall file with the Trustee and the
Commission, in accordance with the rules and regulations prescribed from time
to time by the Commission, such additional information, documents and reports
with respect to compliance by 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.

(c) The Company shall 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 Section 313(c) of the Trust Indenture Act,
such summaries of any information, documents and reports required to be filed
by the Company pursuant to Sections 10.4(a) and (b), as may be required by
rules and regulations prescribed from time to time by the Commission.

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ARTICLE 11

Redemption

Section 11.1. Applicability of Article. Securities
(including interest coupons, if any) of any series which are redeemable before
their Stated Maturity shall be redeemable in accordance with their terms and
(except as otherwise specified as contemplated by Section 3.1 for Securities of
any series) in accordance with this Article.

Section 11.2. Election to Redeem; Notice to Trustee. The
election of the Company to redeem any Securities, including interest coupons,
if any, that, at the time of such election, may be redeemed at the option of
the Company, shall be evidenced by or pursuant to a Board Resolution. In the
case of any such redemption at the election of the Company of less than all the
Securities or interest coupons, if any, of any series, the Company shall, at
least 45 days prior to the Redemption Date fixed by the Company (unless a
shorter notice shall be satisfactory to the Trustee), notify the Trustee of
such Redemption Date, of the principal amount of Securities of such series to
be redeemed and, if applicable, of the tenor of the Securities to be redeemed.
In the case of any redemption of Securities (i) prior to the expiration of any
restriction on such redemption provided in the terms of such Securities or
elsewhere in this Indenture or (ii) pursuant to an election of the Company
which is subject to a condition specified in the terms of such Securities, the
Company shall furnish the Trustee with an Officers' Certificate evidencing
compliance with such restriction or condition.

Section 11.3. Selection of Securities to Be Redeemed.
Unless otherwise specified as contemplated by Section 3.1, if less than all the
Securities (including interest coupons, if any) of a series with the same terms
are to be redeemed, the Trustee, not more than 45 days prior to the Redemption
Date, shall select the Securities of the series to be redeemed in such manner
as the Trustee shall deem fair and appropriate. The Trustee shall make the
selection from Securities of the series that are Outstanding and that have not
previously been called for redemption and may provide for the selection for
redemption of portions (equal to the minimum authorized denomination for
Securities, including interest coupons, if any, of that series or any integral
multiple thereof) of the principal amount of Securities, including interest
coupons, if any, of such series of a denomination larger than the minimum

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authorized denomination for Securities of that series. The Trustee shall
promptly notify the Company in writing of the Securities selected by the
Trustee for redemption and, in the case of any Securities selected for partial
redemption, the principal amount thereof to be redeemed. If the Company shall
so direct, Securities registered in the name of the Company, any Affiliate or
any Subsidiary thereof shall not be included in the Securities selected for
redemption.

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

Section 11.4. Notice of Redemption. Unless otherwise
specified as contemplated by Section 3.1, notice of redemption shall be given
in the manner provided in Section 1.6 not less than 30 days nor more than 60
days prior to the Redemption Date to the Holders of the Securities to be
redeemed.

All notices of redemption shall state:

(1) the Redemption Date;

(2) the Redemption Price;

(3) if 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 Security
or Securities to be redeemed;

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

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

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

(7) that the redemption is from a sinking fund, if such
is the case;

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

(9) the CUSIP number, if any, of the Securities;

(10) if applicable, the conversion or exchange price, the
date on which the right to convert or exchange the Securities (or
portions thereof to be redeemed) will terminate and the place or
places where such Securities may be surrendered for conversion or
exchange; and

(11) the procedures that a Holder must follow to surrender
the Securities so to be redeemed.

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

Section 11.5. Deposit of Redemption Price. On or prior to
any Redemption Date, the Company shall deposit with the Trustee or with a
Paying Agent (or, if the Company is acting as its own Paying Agent, segregate
and hold in trust as provided in Section 9.3) an amount of money in the
currency or currencies (including currency unit or units) in which the
Securities of such series are payable (except as otherwise specified pursuant
to Section 3.1 for the Securities of such series) sufficient to pay on the
Redemption Date the Redemption Price of, and (unless the Redemption Date shall
be an Interest Payment Date) interest accrued to the Redemption Date on, all
Securities or portions thereof which are to be redeemed on that date.

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

Section 11.6. Securities Payable on Redemption Date.
Notice of redemption having been given as aforesaid, the Securities so to be
redeemed shall, on the Redemption Date, become due and payable at the
Redemption Price therein specified, and from and after such date (unless the
Company shall default in the payment of the Redemption Price and accrued
interest) such Securities shall cease to bear interest and the interest coupons
for any such interest appertaining to any Bearer Security so to be redeemed,
except to the extent provided below, shall be void. Except as provided in the
next succeeding paragraph, upon surrender of any such Security, including
interest coupons, if any, for redemption in accordance with said notice, such
Security shall be paid by the Company at the Redemption Price, together with
accrued interest to the Redemption Date; provided, however, that installments
of interest on Bearer Securities whose Stated Maturity is on or prior to the
Redemption Date shall be payable only at an office or agency located outside
the United States and its possessions (except as otherwise provided in Section
9.2) and, unless otherwise specified as contemplated by Section 3.1, only upon
presentation and surrender of interest coupons for such interest; and provided,
further, that, unless otherwise specified as contemplated by Section 3.1,
installments of interest on Registered Securities that are due and payable on
Interest Payment Dates that are on or prior to the Redemption Date shall be
payable to the Holders of such Securities, or one or more Predecessor
Securities, registered as such at the close of business on the relevant Regular
Record Dates according to their terms and the provisions of Section 3.7.

If any Bearer Security surrendered for redemption shall not be
accompanied by all appurtenant interest coupons maturing after the Redemption
Date, such Bearer Security may be paid after deducting from the Redemption
Price an amount equal to the face amount of all such missing interest coupons,
or the surrender of such missing interest coupon or interest coupons may be
waived by the Company and the Trustee if there be furnished to them such
security or

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indemnity as they may require to save each of them and any Paying Agent
harmless. If thereafter the Holder of such Bearer Security shall surrender to
the Trustee or any Paying Agent any such missing interest coupon in respect of
which a deduction shall have been made from the Redemption Price, such Holder
shall be entitled to receive the amount so deducted; provided, however, that
interest represented by interest coupons shall be payable only at an office or
agency located outside of the United States (except as otherwise provided
pursuant to Section 9.2) and, unless otherwise specified as contemplated by
Section 3.1, only upon presentation and surrender of those interest coupons.

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

Section 11.7. Securities Redeemed in Part. Upon surrender
of a Security that is redeemed in part at any Place of Payment therefor (with,
if the Company or the Trustee so required, due endorsement by, or a written
instrument of transfer in form satisfactory to the Company and the Trustee duly
executed by, the Holder thereof or his or her attorney duly authorized in
writing), the Company shall execute and the Trustee shall authenticate and
deliver to the Holder of that Security, without service charge, a new Security
or Securities of the same series, having the same form, terms and Stated
Maturity, in any authorized denomination equal in aggregate principal amount to
the unredeemed portion of the principal amount of the Security surrendered.

ARTICLE 12

Sinking Funds

Section 12.1. Applicability of Article. The provisions of
this Article shall be applicable to any sinking fund for the retirement of
Securities of a series except as otherwise specified as contemplated by Section
3.1 for Securities of such series.

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

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

Section 12.2. Satisfaction of Sinking Fund Payments with
Securities. The Company (i) may deliver Outstanding Securities of a series
(other than any previously called for redemption) together, in the case of
Bearer Securities of such series, with all unmatured interest coupons
appertaining thereto and (ii) may apply as a credit Securities of a series
which have been (x) redeemed either at the election of the Company pursuant to
the terms of such Securities or through the application of permitted optional
sinking fund payments pursuant to the terms of such Securities, (y) converted
or exchanged pursuant to Article 14 or (z) previously delivered to the Trustee
and cancelled without reissuance pursuant to Section 3.9, in each case in
satisfaction of all or any part of any sinking fund payment with respect to the
Securities of such series required to be made pursuant to the terms of such
Securities as provided for by the terms of such series; provided that such
Securities have not been previously so credited. Such Securities shall be
received and credited for such purpose by the Trustee at the Redemption Price
specified in such Securities for redemption through operation of the sinking
fund and the amount of such sinking fund payment shall be reduced accordingly.

Section 12.3. Redemption of Securities for Sinking Fund.
Not less than 45 days prior to each sinking fund payment date for any series of
Securities, the Company will deliver to the Trustee an Officers' Certificate
specifying the amount of the next ensuing sinking fund payment for that series
pursuant to the terms of that series, the portion thereof, if any, which is to
be satisfied by payment of cash and the portion thereof, if any, which is to be
satisfied by delivering and crediting Securities of that series pursuant to
Section 12.2 and stating the basis for such credit and that such Securities
have not been previously so credited, and will also deliver to the Trustee any
Securities to be so delivered. Not less than 30 days before each such sinking
fund payment date the Trustee shall select the Securities to be redeemed upon
such sinking fund payment date in the manner specified in Section 11.3 and
cause notice of the

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redemption thereof to be given in the name of and at the expense of the Company
in the manner provided in Section 11.4. Such notice having been duly given,
the redemption of such Securities shall be made upon the terms and in the
manner stated in Sections 11.6 and 11.7.

ARTICLE 13

Meetings of Holders of Bearer Securities

Section 13.1. Purposes for Which Meetings May Be Called. A
meeting of Holders of Securities of any series issuable as Bearer Securities
may be called at any time and from time to time pursuant to this Article to
make, give or take any request, demand, authorization, direction, notice,
consent, election, waiver or other action provided by this Indenture to be
made, given or taken by Holders of Securities of such series.

Section 13.2. Call, Notice and Place of Meetings. (a) The
Trustee may at any time call a meeting of Holders of Securities of any series
issuable as Bearer Securities for any purpose specified in Section 13.1, to be
held at such time and at such place in The City of New York or in such other
place as may be acceptable to the Company. Notice of every meeting of Holders
of Securities, setting forth the time and the place of such meeting and in
general terms the action proposed to be taken at such meeting, shall be given,
in the manner provided in Section 1.6, not less than 21 nor more than 180 days
prior to the date fixed for the meeting.

(b) In case at any time the Company, pursuant to a Board
Resolution, or the Holders of at least 33 1/3% in principal amount of the
Outstanding Securities of any series shall have requested the Trustee to call a
meeting of the Holders of Securities of such series for any purpose specified
in Section 13.1, by written request setting forth in reasonable detail the
action proposed to be taken at the meeting, and the Trustee shall not have made
the first publication of the notice of such meeting within 21 days after
receipt of such request or shall not thereafter proceed to cause the meeting to
be held as provided herein, then the Company or the Holders of Securities of
such series in the amount specified, as the case may be, may determine the time
and the place in The City of New York or such other place as may be acceptable
to the Company for such meeting

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and may call such meeting for such purposes by giving notice thereof as
provided in paragraph (a) of this Section.

Section 13.3. Persons Entitled to Vote at Meetings. To be
entitled to vote at any meeting of Holders of Securities of any series issuable
as Bearer Securities, a Person shall be (a) a Holder of one or more Outstanding
Securities of such series, or (b) a Person appointed by an instrument in
writing as proxy for a Holder or Holders of one or more Outstanding Securities
of such series by such Holder or Holders. The only Persons who shall be
entitled to be present or to speak at any meeting of Holders shall be the
Persons entitled to vote at such meeting and their counsel, any representatives
of the Trustee and its counsel and any representatives of the Company and its
counsel.

Section 13.4. Quorum; Action. The Persons entitled to vote
a majority in principal amount of the Outstanding Securities of the applicable
series shall constitute a quorum. In the absence of a quorum within 30 minutes
of the time appointed for any such meeting, the meeting shall, if convened at
the request of Holders of Securities of such series, be dissolved. In any
other case the meeting may be adjourned for a period of not less than 10 days
as determined by the chairman of the meeting prior to the adjournment of such
meeting. In the absence of a quorum at any such adjourned meeting, such
adjourned meeting may be further adjourned for a period not less than 10 days
as determined by the chairman of the meeting prior to the adjournment of such
adjourned meeting. Notice of the reconvening of any such adjourned meeting
shall be given as provided in Section 13.2(a), except that such notice need be
given only once not less than five days prior to the date on which the meeting
is scheduled to be reconvened.

At the reconvening of any meeting adjourned for a lack of a
quorum pursuant to the preceding paragraph, the Persons entitled to vote 25% in
principal amount of the Outstanding Securities of the applicable series at the
time shall constitute a quorum for the taking of any action set forth in the
notice of the original meeting. Notice of the reconvening of a meeting
adjourned for lack of a quorum shall state expressly the percentage of the
principal amount of the Outstanding Securities of such series which shall
constitute a quorum.

At a meeting or an adjourned meeting duly reconvened and at
which a quorum is present as aforesaid, any resolution and all matters (except
as limited by the proviso

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to Section 8.2) shall be effectively passed and decided if passed or decided by
the Persons entitled to vote not less than the lesser of (i) a majority in
principal amount of Outstanding Securities of the applicable series and (ii) 66
2/3% in principal amount of Outstanding Securities of such series represented
and voting at such meeting; provided, however, that any resolution with respect
to any request, demand, authorization, direction, notice, consent, election,
waiver or other Act which this Indenture expressly provides may be made, given
or taken by the Holders of a specified percentage, which is less than a
majority, in principal amount of the Outstanding Securities of a series may be
adopted at a meeting or an adjourned meeting duly reconvened and at which a
quorum is present as aforesaid by the affirmative vote of the lesser of (i) the
Holders of such specified percentage in principal amount of the Outstanding
Securities of such series and (ii) a majority in principal amount of
Outstanding Securities of such series represented and voting at such meeting or
adjourned meeting.

Any resolution passed or decisions taken at any meeting of
Holders of Securities of any series issuable as Bearer Securities duly held in
accordance with this Section shall be binding on all the Holders of Securities
of such series and interest coupons, whether or not present or represented at
the meeting.

In the event that any meeting shall be adjourned for lack of a
quorum or that, at any meeting at which a quorum is present, any proposed
resolution or decision shall not be passed or taken because the Holders of the
percentage of Outstanding Securities of any series issuable as Bearer
Securities needed to approve such resolution or decision did not vote in favor
of such resolution or decision, the principal amount of Outstanding Securities
of such series represented at such meeting and voting in favor of such
resolution or decision may be counted for purposes of calculating whether the
consent of the Holders of the percentage of Outstanding Securities of such
series needed in order to make, give or take any request, demand,
authorization, direction, notice, consent, election, waiver or other action has
been obtained, and such vote shall constitute the consent thereto of such
Holders.

Section 13.5. Determination of Voting Rights; Conduct and
Adjournment of Meetings. (a) Notwithstanding any other provisions of this
Indenture, the Trustee may make such reasonable regulations as it may deem
advisable for any meeting of Holders of Securities of any series issuable as

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Bearer Securities in regard to proof of the holding of Securities of such
series and of the appointment of proxies and in regard to the appointment and
duties of inspectors of votes, the submission and examination of proxies,
certificates and other evidence of the right to vote, and such other matters
concerning the conduct of the meeting as it shall deem appropriate. Except as
otherwise permitted or required by any such regulations, the holding of
Securities of a series issuable as Bearer Securities shall be proved in the
manner specified in Section 1.4 and the appointment of any proxy shall be
provided in the manner specified in Section 1.4 or by having the signature of
the Person executing the proxy witnessed or guaranteed by any trust company,
bank or banker authorized by Section 1.4 to certify to the holding of Bearer
Securities. Such regulations may provide that written instruments appointing
proxies, regular on their face, may be presumed valid and genuine without the
proof specified in Section 1.4 or other proof.

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

(c) At any meeting each Holder of a Security or proxy
shall be entitled to one vote for each U.S. $5,000 principal amount of
Securities held or represented by him or her; provided, however, that no vote
shall be cast or counted at any meeting in respect of any Security challenged
as not Outstanding and ruled by the chairman of the meeting to be not
Outstanding. The chairman of the meeting shall have no right to vote, except
as a Holder of a Security or proxy.

(d) Any meeting of Holders of Securities of a series
issuable as Bearer Securities duly called pursuant to Section 13.2 at which a
quorum is present may be adjourned from time to time by Persons entitled to
vote a majority in principal amount of the Outstanding Securities of such
series represented at the meeting, and the meeting may be held as so adjourned
without further notice.

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Section 13.6. Counting Votes and Recording Action of
Meetings. The vote upon any resolution submitted to any meeting of Holders of
Securities of any series issuable as Bearer Securities shall be by written
ballots on which shall be subscribed the signatures of the Holders of
Securities of such series or of their representatives by proxy and the
principal amounts and serial numbers of the Outstanding Securities held or
represented by them. The permanent chairman of the meeting shall appoint an
inspector of votes who shall count all votes cast at the meeting for or against
any resolution and who shall make and file with the secretary of the meeting
its verified written report of all votes cast at the meeting. A record of the
proceedings of each meeting of Holders of Securities shall be prepared by the
applicable secretary of the meeting and there shall be attached to said record
the original report of the inspector of votes on any vote by ballot taken
thereat and affidavits by one or more Persons having knowledge of the facts
setting forth a copy of the notice of the meeting and showing that said notice
was given as provided in Section 13.2 and, if applicable, Section 13.4. At
least two copies of such record shall be signed and verified by the affidavits
of the permanent chairman and secretary of the meeting and one copy thereof
shall be delivered to the Company and the other to the Trustee to be preserved
by the Trustee, the latter to have attached thereto the ballots voted at the
meeting. Any record so signed and verified shall be conclusive evidence of the
matters therein stated.

ARTICLE 14

Conversion or Exchange of Securities

Section 14.1. Applicability of Article. (a) The
provisions of this Article 14 shall be applicable to the Securities of any
series which are convertible or exchangeable into Equity Securities of the
Company, and to the issuance of such Equity Securities upon the conversion or
exchange of such Securities, except as otherwise specified as contemplated by
Section 3.1 for the Securities of such series.

(b) For purposes of this Article 14, the term "Equity
Securities" shall mean all or any of the following, authorized from time to
time: (i) the Company's Common Stock, par value $1.00 per share (the "Common
Stock"), (ii) the Company's Preferred Stock, no par value per share (the

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"Preferred Stock"), and (iii) any other equity securities of the Company.

Section 14.2. Exercise of Conversion or Exchange Privilege.
(a) In order to exercise a conversion or exchange privilege, the Holder of a
Security of a series with such privilege shall surrender such Security,
together, in the case of any Bearer Security, with all unmatured interest
coupons and any matured interest coupons in default appertaining thereto, to
the Company at the office or agency maintained for that purpose pursuant to
Section 9.2, accompanied by written notice to the Company that the Holder
elects to convert or exchange such Security or a specified portion thereof.
Such notice shall also state, if different from the name and address of such
Holder, the name or names (with address) in which the certificate or
certificates for Equity Securities which shall be issuable on such conversion
or exchange shall be issued. Registered Securities surrendered for conversion
or exchange shall (if so required by the Company or the Trustee) be duly
endorsed by or accompanied by instruments of transfer in forms satisfactory to
the Company and the Trustee duly executed by the registered Holder or its
attorney duly authorized in writing.

(b) Registered Securities so surrendered for conversion
or exchange during the period from the close of business on any Regular Record
Date to the opening of business on the corresponding Interest Payment Date
(excluding Securities or portions thereof called for redemption during such
period) shall also be accompanied by payment in funds acceptable to the Company
of an amount equal to the interest payable on such Interest Payment Date on the
principal amount of such Security then being converted or exchanged, and such
interest shall be payable to such registered Holder on such Interest Payment
Date notwithstanding the conversion or exchange of such Security, subject to
the provisions of Section 3.7 relating to the payment of Defaulted Interest by
the Company.

(c) As promptly as practicable after the receipt of such
notice and of any payment required pursuant to a Board Resolution and, subject
to Section 3.3, set forth, or determined in the manner provided, in an
Officers' Certificate, or established in one or more indentures supplemental
hereto setting forth the terms of such series of Security, and the surrender of
such Security in accordance with such reasonable regulations as the Company may
prescribe, the Company shall issue and shall deliver, at the office or agency
at which such Security is surrendered, to such Holder

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or on its written order, a certificate or certificates for the number of Equity
Securities issuable upon the conversion or exchange of such Security (or
specified portion thereof), in accordance with the provisions of such Board
Resolution, Officers' Certificate or supplemental indenture, and cash as
provided therein in respect of any fractional share of such Equity Security
otherwise issuable upon such conversion or exchange.

(d) Such conversion or exchange shall be deemed to have
been effected immediately prior to the close of business on the date on which
such notice and such payment, if required, shall have been received in proper
order for conversion or exchange by the Company and such Security shall have
been surrendered as aforesaid and at such time the rights of the Holder of such
Security as such Security Holder shall cease and the person or persons in whose
name or names any certificate or certificates for Equity Securities of the
Company shall be issuable upon such conversion or exchange shall be deemed to
have become the Holder or Holders of record of the Equity Securities
represented thereby. Except as set forth above and subject to paragraph (d) of
Section 3.7, no payment or adjustment shall be made upon any conversion or
exchange on account of any interest accrued on the Securities surrendered for
conversion or exchange, or on account of any dividends on the Equity Securities
of the Company issued upon such conversion or exchange if the record date for
the payment of such dividends occurs prior to or on the date on which such
conversion or exchange shall be deemed to have been effected.

In the case of any Security which is converted or exchanged in
part only, upon such conversion or exchange the Company shall execute and the
Trustee shall authenticate and deliver to or on the order of the Holder
thereof, at the expense of the Company, a new Security or Securities of the
same series, of authorized denominations, in aggregate principal amount equal
to the unconverted or unexchanged portion of such Security.

Section 14.3. No Fractional Equity Securities. No
fractional Equity Security of the Company shall be issued upon conversions or
exchanges of Securities of any series. If more than one Security shall be
surrendered for conversion or exchange at one time by the same Holder, the
number of full shares of the Equity Security which shall be issuable upon
conversion or exchange shall be computed on the basis of the aggregate
principal amount of the Securities (or specified portions thereof to the extent
permitted

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hereby) so surrendered. If, except for the provisions of this Section 14.3,
any Holder of a Security or Securities would be entitled to a fractional share
of any Equity Security of the Company upon the conversion or exchange of such
Security or Securities, or specified portions thereof, the Company shall pay to
such Holder an amount in cash equal to the current market value of such
fractional share computed, (i) if such Equity Security is listed or admitted to
unlisted trading privileges on a national securities exchange, on the basis of
the last reported sale price regular way on the principal exchange where such
Equity Security is listed or admitted, on the last trading day prior to the
date of conversion or exchange upon which such a sale shall have been effected,
(ii) if such Equity Security is not at the time so listed or admitted on a
national securities exchange but is quoted on the National Market System of the
National Association of Securities Dealers, Inc. ("NASDAQ"), on the basis of
the average of the bid and asked prices of such Equity Security on NASDAQ on
the last trading day prior to the date of conversion or exchange, (iii) if such
Equity Security is not at the time so listed or admitted to unlisted trading
privileges on a national securities exchange or quoted on NASDAQ, on the basis
of the average of the bid and asked prices of such Equity Security in the
over-the- counter market, on the last trading day prior to the date of
conversion or exchange, as reported by the National Quotation Bureau
Incorporated or similar organization if the National Quotation Bureau
Incorporated is no longer reporting such information, or (iv) in accordance
with the terms of the supplemental indenture or Board Resolutions setting the
terms of the Securities of such series. For purposes of this Section, "trading
day" shall mean each Monday, Tuesday, Wednesday, Thursday and Friday other than
any day on which the applicable Equity Security is not traded or quoted on a
national securities exchange, or if the applicable Equity Security is not
traded or quoted on a national securities exchange, on NASDAQ or the principal
exchange or market on which the applicable Equity Security is traded or quoted.

Section 14.4. Adjustment of Conversion or Exchange Price;
Consolidation or Merger. The conversion or exchange price of Securities of any
series that is convertible or exchangeable into an Equity Security of the
Company shall be adjusted for any stock dividends, stock splits,
reclassification, combinations or similar transactions, and the securities,
assets or other property into or for which such Securities may be converted or
exchanged as a result of any consolidation, merger, combination or

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similar transaction shall be determined, in accordance with the terms of the
supplemental indenture or Board Resolutions setting the terms of the Securities
of such series.

Whenever the conversion or exchange price is adjusted, the
Company shall compute the adjusted conversion or exchange price in accordance
with the terms of the applicable Board Resolution or supplemental indenture and
shall prepare an Officers' Certificate setting forth the adjusted conversion or
exchange price and showing in reasonable detail the facts upon which such
adjustment is based. Whenever the securities, assets or other property into or
for which Securities of any series may be converted or exchanged are changed as
a result of any consolidation, merger or similar transaction, the Company shall
determine the nature and amount of such securities, assets or other property in
accordance with the terms of the applicable Board Resolution or supplemental
indenture and shall prepare an Officer's Certificate describing such
securities, assets or other property and stating the amount of such securities,
assets or other property into or for which such Securities have become
convertible or exchangeable. Such certificates shall forthwith be filed at
each office or agency maintained for the purpose of conversion or exchange of
Securities pursuant to Section 9.2 and, if different, with the Trustee. The
Company shall forthwith cause a notice setting forth the adjusted conversion or
exchange price or describing such securities, assets or other property, as
applicable, to be mailed, first class postage prepaid, to each Holder of
Registered Securities of such series at its address appearing on the Register
and to any conversion or exchange agent other than the Trustee.

Section 14.5. Notice of Certain Corporate Actions. If any
series of Securities which are directly or indirectly convertible or
exchangeable for any Equity Securities are Outstanding, in case:

(a) the Company shall declare a dividend (or any other
distribution) on any class of such Equity Securities payable otherwise
than in cash out of its retained earnings (other than a dividend for
which approval of any stockholder of the Company is required); or

(b) the Company shall authorize the granting to the
holders of any class of such Equity Securities of rights, options or
warrants to subscribe for or purchase any shares of capital stock of
any class or of

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any other rights (other than any such grant for which approval of any
stockholder of the Company is required); or

(c) of any reclassification of any class of such Equity
Securities (other than a subdivision or combination of its outstanding
Equity Securities, or of any consolidation, merger or share exchange
to which the Company is a party and for which approval of any
stockholder of the Company is required), or of the sale of all or
substantially all of the assets of the Company; or

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

then the Company shall cause to be filed with the Trustee, and shall cause to
be mailed to all Holders at their addresses as they shall appear in the
Register, at least 15 days (or 10 days in any case specified in clause (a) or
(b) above) prior to the applicable record date hereinafter specified, a notice
stating (i) the date on which a record is to be taken for the purpose of such
dividend, distribution, rights, options or warrants, or, if a record is not to
be taken, the date as of which the Holders of such Equity Securities of record
to be entitled to such dividend, distribution, rights, options or warrants are
to be determined, or (ii) the date on which such reclassification,
consolidation, merger, share exchange, sale, dissolution, liquidation or
winding up is expected to become effective, and the date as of which it is
expected that holders of such Equity Securities of record shall be entitled to
exchange such Equity Securities for securities, cash or other property
deliverable upon such reclassification, consolidation, merger, share exchange,
sale, dissolution, liquidation or winding up. If at any time the Trustee shall
not be the conversion or exchange agent, a copy of such notice shall also
forthwith be filed by the Company with the Trustee.

Section 14.6. Reservation of Equity Securities. The Company
shall at all times reserve and keep available, free from preemptive rights, out
of its authorized but unissued Equity Securities, for the purpose of effecting
the conversion or exchange of Securities, the full number of Equity Securities
of the Company then issuable upon the conversion or exchange of all Outstanding
Securities of any series that has conversion or exchange rights.

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Section 14.7. Payment of Certain Taxes Upon Conversion or
Exchange. The Company will pay any and all taxes that may be payable in
respect of the issue or delivery of its Equity Securities on conversion or
exchange of Securities pursuant hereto. The Company shall not, however, be
required to pay any tax which may be payable in respect of any transfer
involved in the issue and delivery of its Equity Securities in a name other
than that of the Holder of the Security or Securities to be converted or
exchanged, and no such issue or delivery shall be made unless and until the
Person requesting such issue has paid to the Company the amount of any such
tax, or has established, to the satisfaction of the Company, that such tax has
been paid.

Section 14.8. Duties of Trustee Regarding Conversion or
Exchange. Neither the Trustee nor any conversion or exchange agent shall at
any time be under any duty or responsibility to any Holder of Securities of any
series that is convertible or exchangeable into Equity Securities of the
Company to determine whether any facts exist which may require any adjustment
of the conversion or exchange price, or with respect to the nature or extent of
any such adjustment when made, or with respect to the method employed, whether
herein or in any supplemental indenture, any resolutions of the Board of
Directors or written instrument executed by one or more officers of the Company
provided to be employed in making the same. Neither the Trustee nor any
conversion or exchange agent shall be accountable with respect to the validity
or value (or the kind or amount) of any Equity Securities of the Company, or of
any securities or property, which may at any time be issued or delivered upon
the conversion or exchange of any Securities and neither the Trustee nor any
conversion or exchange agent makes any representation with respect thereto.
Subject to the provisions of Section 6.1, neither the Trustee nor any
conversion or exchange agent shall be responsible for any failure of the
Company to issue, transfer or deliver any of its Equity Securities or stock
certificates or other securities or property upon the surrender of any Security
for the purpose of conversion or exchange or to comply with any of the
covenants of the Company contained in this Article 14 or in the applicable
supplemental indenture, resolutions of the Board of Directors or written
instrument executed by one or more duly authorized officers of the Company.

Section 14.9. Repayment of Certain Funds Upon Conversion or
Exchange. Any funds which at any time have been deposited by the Company or on
its behalf with the Trustee or any Paying Agent for the purpose of paying the

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principal of, and premium, if any, and interest, if any, on any of the
Securities (including funds deposited for any sinking fund referred to in
Article 12 hereof) and which shall not be required for such purposes because of
the conversion or exchange of such Securities as provided in this Article 14
shall after such conversion or exchange be repaid to the Company by the Trustee
upon the Company's written request by Company Request.

ARTICLE 15

Subordination

Section 15.1. Agreement to Subordinate. The Company
covenants and agrees, and each Holder of a Security by accepting a Security
covenants and agrees, that, unless otherwise specified as contemplated by
Section 3.1, the indebtedness evidenced by the Securities is expressly
subordinated in right of payment, to the extent and in the manner provided in
this Article, to the prior payment in full of all Senior Debt, and that these
subordination provisions are for the benefit of the holders of Senior Debt.

Each Holder of a Security authorizes and directs the Trustee
on its behalf to take such action as may be necessary or appropriate, in the
sole discretion of the Trustee, to acknowledge or effectuate the subordination
between the Holders of Securities and the holders of the Senior Debt as
provided in this Article 15 and appoints the Trustee its attorney-in-fact for
any and all such purposes.

Section 15.2. Liquidation; Dissolution; Bankruptcy. Upon
any distribution or payment to creditors of the Company in a voluntary or
involuntary liquidation or dissolution of the Company or in a bankruptcy,
reorganization, insolvency, receivership or similar proceeding relating to the
Company or its property:

(1) holders of Senior Debt shall be entitled to receive
payment in full of the principal of and interest (including interest
as provided for in the agreement governing such Senior Debt which
accrues after the commencement of any such proceeding, whether or not
allowed as a claim in any such proceeding) on, and other amounts then
payable on, the Senior Debt, or such payment shall have been duly
provided for, before Holders of Securities of any series shall be
entitled

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to receive any payment of principal of or interest on, or other
amounts on or in respect of, the Securities of such series; and

(2) until the Senior Debt is paid in full, or such
payment has been duly provided for, any payment or distribution to
which Holders of Securities would be entitled but for this Article
shall be made to holders of Senior Debt, as their interests may
appear; provided, however, that, in the event that any payment of
principal of or interest on the Securities is ordered or decreed by a
court of competent jurisdiction in a reorganization proceeding under
any applicable law, which order or decree gives effect to the
provisions herein set forth for the subordination of the Securities to
Senior Debt, the Trustee shall be authorized to make such payment of
principal of or interest on the Securities, in accordance with the
terms and conditions of the order or decree.

Upon any distribution of assets of the Company referred to in
this Article, the Trustee and the Holders of Securities shall be entitled to
rely upon any order or decree of a court of competent jurisdiction in which
such proceedings are pending for the purpose of ascertaining the identity of
Persons entitled to participate in such distribution, the holders of the Senior
Debt, the amount thereof or payable thereon and all other facts pertinent
thereto or to this Article, and the Trustee and the Holders of Securities shall
be entitled to rely upon a certificate of the liquidating trustee or agent or
other Person making any distribution to the Trustee or to the Holders of
Securities for the purpose of ascertaining the identity of Persons entitled to
participate in such distribution, the holders of the Senior Debt, the amount
thereof or payable thereon, the amount or amounts paid or distributed thereon
and all other facts pertinent thereto or to this Article; provided, however,
that the foregoing shall apply only if such court, trustee, liquidating trustee
or other Person has been fully apprised of the provisions of this Article 15.
In the event that the Trustee determines in good faith that further evidence is
required with respect to the right of any Person, as a holder of Senior Debt,
to participate in any payment or distribution pursuant to this Section 15.2,
the Trustee may request such Person (at the expense of the Holders of
Securities) to furnish evidence to the reasonable satisfaction of the Trustee,
acting in good faith, as to the amount of such Senior Debt held by such Person,
as to the extent to which such Person is entitled to participate in

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

For purposes of this Article 15, a distribution may consist of
cash, securities or other property, by setoff or otherwise, provided that, for
purposes of this Article 15 only, the words "cash, securities or other
property" shall not be deemed to include Permitted Junior Securities. The
consolidation of the Company with, or the merger of the Company into, another
Person or the liquidation or dissolution of the Company following the sale,
transfer or lease of its properties and assets as or substantially as an
entirety to another Person upon the terms and conditions set forth in Article 7
shall not be deemed a dissolution, winding-up, liquidation, reorganization,
assignment for the benefit of creditors or marshalling of assets and
liabilities of the Company for the purposes of this Section if the entity
formed by such consolidation or into which the Company is merged or the Person
which acquires by sale, transfer or lease such properties and assets as or
substantially as an entirety, as the case may be, shall, as a part of such
consolidation, merger, sale, transfer or lease, comply with the conditions set
forth in Article 7.

Section 15.3. Default on Senior Debt. (a) Upon (i) the
maturity of any Senior Debt by lapse of time, acceleration or otherwise and
(ii) receipt by the Trustee of written notice of such maturity, all principal
thereof and interest thereon and other amounts then due in connection therewith
shall first be paid in full, or such payment shall have been duly provided for,
before any payment (other than in the form of Permitted Junior Securities) is
made by the Company or any Person acting on behalf of the Company: (i) on
account of the principal of or interest on, or other amounts on or in respect
of, the Securities; (ii) to acquire any of the Securities for cash or property;
or (iii) on account of the redemption provisions of the Securities.

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(b) No payment of the type referred to in clause (i),
(ii) or (iii) of Section 15.3(a) in respect of the Securities shall be made if
(i) at the time of such payment, there exists a default in payment of all or
any portion of the principal of or any interest on any Senior Debt (a "Payment
Default") and such Payment Default shall not have been cured or waived in
writing or the benefits of this sentence waived in writing by or on behalf of
the holders of such Senior Debt, and (ii) the Trustee shall have received
written notice of such Payment Default. In addition, during the continuance of
any event of default (other than a Payment Default) with respect to the Credit
Agreement, as such event of default is defined therein, permitting the lenders
or their Representative to accelerate the maturity thereof and upon written
notice thereof given to the Trustee, with a copy to the Company (the delivery
of which shall not affect the validity of the notice to the Trustee), by the
Representative of the lenders under the Credit Agreement, then, unless and
until such event of default shall have been cured or waived or shall have
ceased to exist, no payment shall be made by the Company with respect to the
principal of or interest on, or other amounts on or in respect of, the
Securities or to acquire any of the Securities or on account of the redemption
provisions of the Securities; provided, however, that if the lenders under the
Credit Agreement or their Representative have not declared the loans then
outstanding under the Credit Agreement to be immediately due and payable within
180 days after the occurrence of such event of default (or have declared such
Senior Debt to be immediately due and payable and within such period have
rescinded such declaration of acceleration), then the Company shall resume
making any and all required payments in respect of the Securities (including
any missed payments).

Notwithstanding any other provisions of this Article 15 or any
other provision of this Indenture, only one payment blockage period under the
second sentence of this Section 15.3(b) may be commenced within any consecutive
365-day period with respect to the Securities. For all purposes of this
Article 15, no event of default which existed or was continuing on the date of
the commencement of any 180-day payment blockage period with respect to the
Senior Debt under the Credit Agreement shall be, or be made, the basis for the
commencement of a second payment blockage period by the Representative of the
lenders under the Credit Agreement, whether or not within a period of 365
consecutive days, unless such event of default shall have been cured or waived
for a period of not less than 90 consecutive days

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(and, in the case of any such waiver, no payment shall have been made by the
Company to the lenders under the Credit Agreement in connection with such
waiver other than amounts due pursuant to the terms of the Credit Agreement as
in effect at the time of such default).

(c) In the event that notwithstanding the provisions of
this Section 15.3, the Company shall make any payment to the Trustee on account
of the principal of or interest on, or other amounts on or in respect of, the
Securities or to acquire any Securities or on account of their redemption
provisions, in violation of this Section 15.3, then, unless and until the
holders of the applicable Senior Debt shall have been paid in full, or such
payment shall have been duly provided for, as provided in this Section 15.3, or
the default, event of default or declaration giving rise to such payment right
shall have been cured, waived or rescinded or shall have ceased to exist, such
payment by the Company (subject to the provisions of Sections 15.4(b) and
Section 15.10) shall be held by the Trustee, in trust for the benefit of the
holders of Senior Debt entitled thereto, and shall be paid forthwith over and
delivered to such holders, pro rata as to each of such holders on the basis of
the respective amounts of Senior Debt held by them, or their respective
Representatives or the trustee under the indenture or other agreement (if any)
pursuant to which Senior Debt may have been issued, as their respective
interests may appear, for application to the payment of all Senior Debt
remaining unpaid to the extent necessary to pay all Senior Debt in full in
accordance with this Article 15, after giving effect to any concurrent payment
or distribution or provision therefor to or for the holders of Senior Debt.
Subject to Section 15.4, if a payment is made to Holders of Securities that,
because of this Section 15.3, should not have been made to them, the Holders of
Securities who receive such payment shall hold it in trust for the holders of
Senior Debt entitled thereto and forthwith pay it over to them as their
interests may appear.

(d) The Company covenants that it will, upon request of
the Trustee, deliver an Officers' Certificate showing in reasonable detail the
Senior Debt outstanding as of the date of such Officers' Certificate and the
Representative of each class of Senior Debt. The Trustee may conclusively rely
thereon except to the extent that it shall have received, from the
Representative of any class of Senior Debt, notice in writing controverting any
of the statements made therein.

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Not less than 10 days prior to making any distribution in
respect of Senior Debt pursuant to this Section 15.3, the Trustee shall deliver
to each Representative of any class of Senior Debt copies of the most recent
Officers' Certificate filed with it by the Company pursuant to the foregoing
clause.

(e) In the event that the Securities of any series are
declared due and payable before their Stated Maturity in accordance with
Article 5 hereof, then and in such event the holders of the Senior Debt
outstanding at the time Securities of any series so become due and payable
shall be entitled to receive payment in full of all amounts then due on or in
respect of such Senior Debt (whether or not an event of default has occurred
thereunder or such Senior Debt is, or has been declared to be, due and payable
prior to the date on which it otherwise would have become due and payable), or
such payment shall have been duly provided for, before the Holders of such
Securities are entitled to receive payment on account of the Securities.

Section 15.4. Securities May Be Paid Prior to Dissolution,
Etc. Nothing contained in this Article 15 or elsewhere in this Indenture, or
in any of the Securities, shall prevent (a) the Company, at any time except (i)
during the pendency of any insolvency, bankruptcy, dissolution, receivership,
liquidation, reorganization or similar proceedings, (ii) upon the maturity of
any Senior Debt, (iii) during the continuance of any Payment Default, (iv)
during any 180-day period specified in Section 15.3(b) or (v) in the event that
the Securities of any series are declared due and payable before their Stated
Maturity, from making payments at any time of principal of or interest on, or
other amounts on or in respect of, the Securities or (b) the application by the
Trustee or any Paying Agent of any money or securities, deposited with the
Trustee or such Paying Agent for the purpose of paying any principal of or
interest on the Securities, to the payment of such principal or interest, or
the retention of such payment by the Holders of such Securities, if, at the
time of such application by the Trustee or such Paying Agent, the 180-day
period referred to in Section 15.3(b) shall have lapsed or the Trustee shall
not have been notified by the Company, any holder of Senior Debt or any
Representative thereof of the occurrence of any event as a result of which such
payment would have been prohibited by the provisions of this Article.

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Section 15.5. Notices by Company. The Company shall
promptly notify the Trustee and each Paying Agent of any facts known to the
Company that would cause a payment of principal of or interest on the
Securities to violate this Article 15, but failure to give such notice shall
not affect the subordination of the Securities to Senior Debt as provided in
this Article 15.

Section 15.6. Subrogation. Subject to the payment in full
of all Senior Debt, or the due provision for such payment, Holders of
Securities shall be subrogated (equally and ratably with the holders of all
indebtedness of the Company which by its express terms is subordinated to
Senior Debt to substantially the same extent as the Securities are subordinated
to Senior Debt and is entitled to like rights of subrogation by reason of any
payments or distributions made to holders of Senior Debt) to the rights of
holders of Senior Debt to receive payments or distributions applicable to
Senior Debt, to the extent that payments or distributions otherwise payable to
Holders of Securities have been applied to the payment of Senior Debt, until
all of the principal of and interest on the Securities shall be paid in full.
For purposes of such subrogation, a payment or distribution made under this
Article 15 to holders of Senior Debt which otherwise would have been made to
Holders of Securities, is not, as between the Company, its creditors other than
the holders of such Senior Debt and the Holders of Securities, payment by the
Company on such Senior Debt.

Section 15.7. Relative Rights. This Article defines the
relative rights of Holders of Securities and holders of Senior Debt. Nothing
in this Indenture shall:

(1) impair, as between the Company and the Holders of
Securities, the obligation of the Company, which is absolute and
unconditional, to pay principal of and interest on the Securities in
accordance with their terms;

(2) affect the relative rights of Holders of Securities
and creditors of the Company other than holders of Senior Debt; or

(3) prevent the Trustee or any Holder of a Security from
exercising its available remedies upon a Default or Event of Default,
subject to the rights of holders of Senior Debt to receive
distributions otherwise payable to Holders of Securities.

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If the Company fails because of this Article 15 to pay
principal of or interest on a Security on the due date or upon the acceleration
thereof, the failure is still a Default or Event of Default.

Section 15.8. Subordination May Not Be Impaired by Company.
No right of any holder of Senior Debt to enforce the subordination of the
indebtedness evidenced by the Securities shall be impaired by any act or
failure to act by the Company or by its failure to comply with this Indenture.

Section 15.9. Distribution or Notice to Representative.
Whenever a distribution is to be made or a notice given to holders of Senior
Debt, the distribution may be made and the notice given to their respective
Representatives.

Section 15.10. Rights of Trustee and Paying Agent. The
Trustee and each Paying Agent may continue to make payments on the Securities
and shall not be charged with knowledge of the existence of facts that would
prohibit the making of any such payment unless, not less than two Business Days
prior to the date of any such payment, the Trustee receives written notice
reasonably satisfactory to it that payments may not be made under this Article
15. Only the Company, a Representative (satisfactorily identified to the
Trustee) or a holder of an issue of Senior Debt that has no Representative
(satisfactorily identified to the Trustee) may give such notice. Prior to the
receipt of such notice, the Trustee and each Paying Agent shall be entitled in
all respects to assume that no such facts exist. In any case, the Trustee
shall have no responsibility to the holders of Senior Debt for payments made to
Holders of Securities by the Company or any Paying Agent unless such payments
are made at the direction of the Trustee.

Except to the extent of payments held in trust under Section
15.3(c) hereof, neither the Trustee nor any Paying Agent shall be deemed to owe
any fiduciary duty to the holders of Senior Debt. The Trustee shall not be
under any duty or obligation to take any action at the request or for the
benefit of holders of Senior Debt which, in the Trustee's opinion, shall be
likely to involve it in any expense or liability, if there are reasonable
grounds for believing that a repayment of such expense or liability is not
reasonably assured to it, unless one or more holders of Senior Debt shall, as
often as may be required by the

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Trustee, furnish indemnity satisfactory to the Trustee against such expense or
liability.

The Trustee in its individual or any other capacity may hold
Senior Debt with the same rights it would have if it were not Trustee.

Section 15.11. Certain Conversions or Exchanges Deemed
Payment. For the purposes of this Article only, (a) the issuance and delivery
of Permitted Junior Securities upon conversion or exchange of Securities in
accordance with Article 14 shall not be deemed to constitute a payment or
distribution on account of the principal of (or premium, if any) or interest on
securities or on account of the purchase or other acquisition of Securities,
and (b) the payment, issuance or delivery of cash,securities or other property
(other than Permitted Junior Securities) upon conversion or exchange of a
Security shall be deemed to constitute payment on account of the principal of
such security. For the purposes of this Section, the term "Permitted Junior
Securities" means (i) shares of any stock of any class of the Company or any
successor entity and (ii) other securities of the Company or any successor
entity that are subordinated in right of payment to all Senior Debt that may
be outstanding at the time of issuance or delivery of such securities to
substantially the same extent as, or to a greater extent than, the Securities
are so subordinated as provided in this Article. Nothing contained in this
Article or elsewhere in this Indenture or in the Securities is intended to or
shall impair, as among the Company, its creditors other than holders of Senior
Debt and the Holders of the Securities, the right, which is absolute and
unconditional, of the Holder of any Security to convert or exchange such
Security in accordance with Article 14.

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

MAPCO INC.

By: __________________________________
Name:
Title:

[Seal]

Attest:

_______________________________
Name:
Title:

THE FIRST NATIONAL BANK
OF CHICAGO

By: ___________________________
Name:
Title:

[Seal]

Attest:

_______________________________
Name:
Title:

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