{"id":41068,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/indenture-healthsouth-corp-and-pnc-bank-na.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"indenture-healthsouth-corp-and-pnc-bank-na","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/finance\/indenture-healthsouth-corp-and-pnc-bank-na.html","title":{"rendered":"Indenture &#8211; HealthSouth Corp. and PNC Bank NA"},"content":{"rendered":"<pre>                                                                  EXECUTION COPY\n\n\n\n--------------------------------------------------------------------------------\n\n\n\n\n\n                             HEALTHSOUTH CORPORATION\n\n                                       and\n\n                   PNC BANK, NATIONAL ASSOCIATION, as Trustee\n\n                              --------------------\n\n                                    INDENTURE\n\n                            Dated as of June 22, 1998\n\n                              --------------------\n\n\n\n--------------------------------------------------------------------------------\n\n\n\n\n\n\n\n\n\n\n\n\n                             CROSS REFERENCE SHEET*\n\n                                     Between\n\n         Provisions  of Trust  Indenture  Act (as defined  herein) and Indenture\ndated as of June 22, 1998 between HEALTHSOUTH Corporation and PNC Bank, National\nAssociation, Trustee:\n\nSECTION OF THE ACT                                          SECTION OF INDENTURE\n\n310(a)(1) and (2)............................................................6.9\n310(a)(3) and (4)...................................................Inapplicable\n310(b)..............................................6.8 and 6.10(a), (b) and (d)\n310(c)..............................................................Inapplicable\n311(a)......................................................................6.14\n311(b)......................................................................6.14\n311(c)..............................................................Inapplicable\n312(a)...............................................................4.1 and 4.2\n312(b).......................................................................4.2\n312(c).......................................................................4.2\n313(a).......................................................................4.3\n313(b)(1)...........................................................Inapplicable\n313(b)(2)....................................................................4.3\n313(c)................................................4.3, 5.11, 6.10, 6.11, 8.2\n                                                                        and 12.2\n313(d).......................................................................4.3\n314(a)...............................................................3.5 and 4.2\n314(b)..............................................................Inapplicable\n314(c)(1) and (2)...........................................................11.5\n314(c)(3)...........................................................Inapplicable\n314(d)..............................................................Inapplicable\n314(e)......................................................................11.5\n314(f)..............................................................Inapplicable\n315(a), (c) and (d)..........................................................6.1\n315(b)......................................................................5.11\n315(e)......................................................................5.12\n316(a)(1)...........................................................5.9 and 5.10\n316(a)(2)...........................................................Not required\n316(a) (last sentence).......................................................7.4\n316(b).......................................................................5.7\n317(a).......................................................................5.2\n317(b)............................................................3.4(a) and (b)\n318(a)......................................................................11.7\n\n\n*This Cross Reference Sheet is not part of the Indenture.\n\n\n\n\n\n\n\n                                TABLE OF CONTENTS\n                                -----------------\n\n                                                                            Page\n                                                                            ----\n\nARTICLE 1           DEFINITIONS ..............................................1\n     SECTION 1.1    Certain Terms Defined ....................................1\n     \"Affiliate\" .............................................................2\n     \"Authenticating Agent\" ..................................................2\n     \"Authorized Newspaper\" ..................................................2\n     \"Board of Directors\" ....................................................2\n     \"Board Resolution\" ......................................................2\n     \"Business Day\" ..........................................................2\n     \"Capital Stock\" .........................................................3\n     \"Commission\" ............................................................3\n     \"Common Equity\" .........................................................3\n     \"Company\" ...............................................................3\n     \"Company Order\" .........................................................3\n     \"Consolidated Tangible Assets\" ..........................................3\n     \"Corporate Trust Office\" ................................................3\n     \"Coupon\" ................................................................4\n     \"Covenant Defeasance\" ...................................................4\n     \"Depositary\" ............................................................4\n     \"Dollar\" or \"$\" .........................................................4\n     \"ECU\" ...................................................................4\n     \"Event of Default\" ......................................................4\n     \"Exchange Act\" ..........................................................4\n     \"Fair Value\" ............................................................4\n     \"Foreign Currency\" ......................................................4\n     \"Holder,\" \"Holder of Securities,\" \"Securityholder\" ......................4\n     \"Indenture\" .............................................................4\n     \"Indenture\" .............................................................5\n     \"IRS\" ...................................................................5\n     \"Judgment Currency\" .....................................................5\n     \"Maturity\" ..............................................................5\n     \"Non-U.S. Person\" .......................................................5\n     \"Officer's Certificate\" .................................................5\n     \"144A Global Security\" ..................................................5\n     \"Opinion of Counsel\" ....................................................5\n     \"Original Issue Date\" ...................................................5\n     \"Original Issue Discount Security\" ......................................5\n     \"Outstanding\" ...........................................................6\n     \"Paying Agent\" ..........................................................6\n     \"Periodic Offering\" .....................................................6\n     \"Person\" ................................................................7\n     \"PORTAL Market\" .........................................................7\n     \"Predecessor Security\" ..................................................7\n     \"principal\" .............................................................7\n     \"QIB\" or \"Qualified Institutional Buyer\" ................................7\n     \"Regular Record Date\" ...................................................7\n     \"Registered Global Security\" ............................................7\n     \"Registered Security\" ...................................................7\n     \"Regulation S\" ..........................................................7\n     \"Regulation S Global Security\" ..........................................7\n     \"Required Currency\" .....................................................7\n     \"Responsible Officer\" ...................................................7\n     \"Restricted Security\" ...................................................8\n\n\n                                       i\n\n\n\n\n\n     \"Rule 144\" ..............................................................8\n     \"Rule 144A\" .............................................................8\n     \"Rule 144K\" .............................................................8\n     \"Securities Act\" ........................................................8\n     \"Significant Subsidiary\" ................................................8\n     \"Special Record Date\" ...................................................8\n     \"Stated Maturity\" .......................................................8\n     \"Subsidiary\" ............................................................9\n     \"Transfer Restriction Termination Date\" .................................9\n     \"Trustee\" ...............................................................9\n     \"Unregistered Security\" .................................................9\n     \"U.S. Government Obligations\" ...........................................9\n     \"Voting Stock\" ......................................................... 9\n     \"Yield to Maturity\" .................................................... 9\n\nARTICLE 2         SECURITIES ................................................ 9\n     SECTION 2.1  Forms Generally ...........................................10\n     SECTION 2.2  Form of Trustee's Certificate of Authentication ...........10\n     SECTION 2.3  Amount Unlimited; Issuable in Series ......................11\n     SECTION 2.4  Authentication and Delivery of Securities .................14\n     SECTION 2.5  Execution of Securities ...................................17\n     SECTION 2.6  Certificate of Authentication .............................18\n     SECTION 2.7  Denomination and Date of Securities; Payments of Interest..18\n     SECTION 2.8  Registration, Transfer and Exchange .......................20\n     SECTION 2.9  Mutilated, Defaced, Destroyed, Lost and Stolen Securities .27\n     SECTION 2.10  Cancellation of Securities; Destruction Thereof ..........28\n     SECTION 2.11  Temporary Securities .....................................28\n\nARTICLE 3         COVENANTS OF THE COMPANY ..................................29\n     SECTION 3.1  Payment of Principal and Interest .........................29\n     SECTION 3.2  Offices for Payments, Etc .................................30\n     SECTION 3.3  Appointment to Fill a Vacancy in Office of Trustee ........31\n     SECTION 3.4  Paying Agents .............................................31\n     SECTION 3.5  Compliance Certificates ...................................32\n     SECTION 3.6  Corporate Existence .......................................33\n     SECTION 3.7  Maintenance of Properties .................................33\n     SECTION 3.8  Payment of Taxes and Other Claims .........................33\n     SECTION 3.9  Luxembourg Publications ...................................34\n     SECTION 3.10 Usury Laws ................................................34\n                                                                             \nARTICLE 4         SECURITYHOLDER LISTS AND REPORTS BY THE\n                  COMPANY AND THE TRUSTEE\n     SECTION 4.1  Company to Furnish Trustee Information                       \n                  as to Names and Addresses of Securityholders ..............34\n     SECTION 4.2  Preservation of Information; Communications to Holders ....35\n     SECTION 4.3  Reports by Trustee ........................................35\n     SECTION 4.4  Reports by Company ........................................35\n     \n\n\n\n                                       ii\n\n\n\n\nARTICLE 5         REMEDIES OF THE TRUSTEE AN\n                  SECURITYHOLDERS ON EVENT OF DEFAULT\n     SECTION 5.1  Event of Default Defined, Acceleration                       \n                  of Maturity; Waiver of Default ............................36\n     SECTION 5.2  Acceleration of Maturity; Rescission and Annulment ........38\n     SECTION 5.3  Collection of Indebtedness by Trustee;                   \n                  Trustee May Prove Debt ....................................40\n     SECTION 5.5  Trustee May Enforce Claims Without                       \n                  Possession of Securities ..................................42\n     SECTION 5.6  Application of Proceeds ...................................42\n     SECTION 5.7  Suits for Enforcement .....................................44\n     SECTION 5.8  Limitations on Suits by Security Holders ..................44\n     SECTION 5.9  Unconditional Right of Securityholders\n                  to Institute Certain Suits ................................45\n     SECTION 5.10 Restoration of Rights on Abandonment of\n                  Proceedings ...............................................45\n     SECTION 5.11 Powers and Remedies Cumulative; Delay\n                  or Omission Not Waiver of Default .........................45\n     SECTION 5.12 Delay or Omission Not Waiver ..............................45\n     SECTION 5.13 Control by Holders of Securities ..........................46\n     SECTION 5.14 Waiver of Past Defaults ...................................46\n     SECTION 5.15 Trustee to Give Notice of Default, But\n                  May Withhold in Certain Circumstances .....................47\n     SECTION 5.16 Right of Court to Require Filing of\n                  Undertaking to Pay Costs ..................................47\n     SECTION 5.17 Waiver of Stay or Extension Laws ..........................48\n\nARTICLE 6         CONCERNING THE TRUSTEE ....................................48\n     SECTION 6.1  Duties and Responsibilities of the\n                  Trustee; During Default; Prior to\n                  Default ...................................................48\n     SECTION 6.2  Certain Rights of the Trustee .............................50\n     SECTION 6.3  Trustee Not Responsible for Recitals,\n                  Disposition of Securities or\n                  Application of Proceeds Thereof ...........................51\n     SECTION 6.4  Trustee and Agents May Hold Securities\n                  or Coupons; Collections, Etc. .............................51\n     SECTION 6.5  Moneys Held by Trustee ....................................51\n     SECTION 6.6  Compensation and Indemnification of\n                  Trustee and Its Prior Claim ...............................52\n     SECTION 6.7  Right of Trustee to Rely on Officer's \n                  Certificate, Etc .... .....................................52\n     SECTION 6.8  Indentures Not Creating Potential\n                  Conflicting Interests for the Trustee .....................53\n     SECTION 6.9  Qualification of Trustee: Conflicting Interests ...........53\n     SECTION 6.10 Persons Eligible for Appointment as Trustee ...............53\n     SECTION 6.11 Resignation and Removal; Appointment of\n                  Successor Trustee . .......................................53\n     SECTION 6.12 Acceptance of Appointment by Successor Trustee ............55\n     SECTION 6.13 Merger, Conversion, Consolidation or\n                  Succession to Business of Trustee .........................57\n\n\n                                      iii\n\n\n\n     SECTION 6.14 Preferential Collection of Claims\n                  Against the Company .......................................57\n     SECTION 6.15 Appointment of Authenticating Agent .......................57\n                                                                               \nARTICLE 7         CONCERNING THE SECURITYHOLDERS ............................59\n     SECTION 7.1  Evidence of Action Taken by\n                  Securityholders ...........................................59\n     SECTION 7.2  Proof of Execution of Instruments and\n                  of Holding of Securities ..................................60\n     SECTION 7.3  Holders to be Treated as Owners ...........................60\n     SECTION 7.4  Securities Owned by Company Deemed Not Outstanding ........60\n     SECTION 7.5  Right of Revocation of Action Taken .......................61\n                                                                               \nARTICLE 8.        SUPPLEMENTAL INDENTURES ...................................62\n     SECTION 8.1  Supplemental Indentures Without Consent\n                  of Securityholders ........................................62\n     SECTION 8.2  Supplemental Indentures With Consent of Securityholders ...63\n     SECTION 8.4  Documents to be Given to Trustee ..........................65\n     SECTION 8.5  Notation on Securities in Respect of\n                  Supplemental Indentures ...................................66\n                                                                               \nARTICLE 9         CONSOLIDATION, MERGER, SALE OR CONVEYANCE\n     SECTION 9.1  Company May Consolidate, Etc ..............................66\n     SECTION 9.2  Successor Entity Substituted ..............................67\n     SECTION 9.3  Opinion of Counsel To Be Given Trustee ....................67\n                                                                               \nARTICLE 10        SATISFACTION AND DISCHARGE ................................67\n     SECTION 10.1  Satisfaction and Discharge of Indenture ..................67\n     SECTION 10.2  Application by Trustee of Funds\n                   Deposited for Payment of Securities ......................72\n     SECTION 10.3  Repayment of Moneys Held by Paying Agent .................72\n     SECTION 10.4  Return of Unclaimed Moneys Held by\n                   Trustee and Paying Agent .................................72\n     SECTION 10.5  Indemnity for U.S. Government Obligations ................73\n                                                                               \nARTICLE 11         MISCELLANEOUS PROVISIONS .................................73\n     SECTION 11.1  Incorporators, Stockholders, Officers\n                   and Directors of Company Exempt from\n                   Individual Liability .....................................73\n     SECTION 11.2  Provisions of Indenture for the Sole\n                   Benefit of Parties and Holders of\n                   Securities and Coupons ...................................73\n     SECTION 11.3  Successors and Assigns of Company Bound by Indenture .....73\n     SECTION 11.4  Notices and Demands on Company, Trustee\n                   and Holders of Securities and Coupons ....................74\n     SECTION 11.5  Officer's Certificates and Opinions of\n                   Counsel; Statements to be Contained\n                   Therein ..................................................74\n     SECTION 11.6  Payments Due on Saturdays, Sundays and Holidays ..........76\n\n\n                                       iv\n\n\n\n\n     SECTION 11.7  Conflict of Any Provision of Indenture\n                   with Trust Indenture Act .................................76\n     SECTION 11.8  New York Law to Govern ...................................76\n     SECTION 11.9  Counterparts .............................................76\n     SECTION 11.10 Effect of Headings .......................................76\n     SECTION 11.11 Securities in a Foreign Currency or in ECU ...............76\n     SECTION 11.12 Judgment Currency ........................................77\n                                                                               \nARTICLE 12         REDEMPTION OF SECURITIES SINKING FUNDS ...................78\n     SECTION 12.1  Applicability of Article .................................78\n     SECTION 12.2  Notice of Redemption; Partial Redemptions ................78\n     SECTION 12.3  Payment of Securities Called for Redemption ..............80\n     SECTION 12.4  Exclusion of Certain Securities from\n                   Eligibility for Selection for Redemption .................81\n     SECTION 12.5  Mandatory and Optional Sinking Funds .....................81\n     \n\n\n                                       v\n\n\n\n\n\n     THIS  INDENTURE,  dated as of June __,  1998,  by and  between  HEALTHSOUTH\nCORPORATION,  a Delaware  corporation  (the \"Company\"),  and PNC BANK,  NATIONAL\nASSOCIATION, a national banking association, as trustee (the \"Trustee\"),\n\n\n                              W I T N E S S E T H:\n\n     WHEREAS, the Company has duly authorized the issuance,  sale, execution and\ndelivery,  from  time to time,  of its  unsecured  evidences  of  unsubordinated\nindebtedness (hereinafter referred to as the \"Securities\"),  without limit as to\nprincipal amount,  issuable in one or more series,  the amount and terms of each\nsuch series to be determined as hereinafter provided;  and, to provide the terms\nand conditions  upon which the Securities  are to be issued,  authenticated  and\ndelivered, the Company has duly authorized the execution of this Indenture; and\n\n     WHEREAS,  all acts  and  things  necessary  to make  the  Securities,  when\nexecuted by the Company and  authenticated  and  delivered  by the Trustee as in\nthis  Indenture  provided,  the  valid,  binding  and legal  obligations  of the\nCompany,  and to  constitute  this  Indenture a valid  indenture  and  agreement\naccording to its terms, have been done and performed,  and the execution of this\nIndenture and the issuance hereunder of the Securities have in all respects been\nduly authorized; and\n\n     WHEREAS,  all things necessary to make this Indenture a valid indenture and\nagreement according to its terms have been done;\n\n     NOW, THEREFORE:\n\n     In consideration of the premises and the purchases of the Securities by the\nholders thereof, the Company and the Trustee mutually covenant and agree for the\nequal and proportionate  benefit of the respective  holders from time to time of\nthe Securities and of the coupons, if any, appertaining thereto as follows:\n\n                                    ARTICLE 1\n\n                                   DEFINITIONS\n\nSECTION 1.1 Certain Terms Defined\n\n     The following terms (except as otherwise  expressly  provided or unless the\ncontext  otherwise  clearly  requires) for all purposes of this Indenture and of\nany indenture  supplemental  hereto shall have the respective meanings specified\nin this Section.  All other terms used in this Indenture that are defined in the\nTrust  Indenture Act of 1939,  as amended (the \"Trust  Indenture  Act\"),  or the\ndefinitions of which in the Securities Act of 1933, as amended (the  \"Securities\nAct\"),  are referred to in the Trust  Indenture  Act,  including  terms  defined\ntherein by reference to the Securities Act (except as herein\n\n\n                                       1\n\n\n\n\n\notherwise  expressly provided or unless the context otherwise  requires),  shall\nhave the meaning  assigned to such terms in the Trust  Indenture  Act and in the\nSecurities Act as in effect from time to time. All accounting  terms used herein\nand not  expressly  defined  shall have the  meanings  assigned to such terms in\naccordance  with  generally  accepted  accounting   principles,   and  the  term\n\"generally accepted accounting  principles\" means such accounting  principles as\nare generally  accepted at the time of any  computation  unless a different time\nshall be specified  with respect to such series of Securities as provided for in\nSection 2.3. The words  \"herein,\"  \"hereof\" and  \"hereunder\"  and other words of\nsimilar  import  refer to this  Indenture  as a whole and not to any  particular\nArticle,  Section or other  subdivision.  The terms defined in this Article have\nthe meanings  assigned to them in this Article and include the plural as well as\nthe singular.\n\n     \"Affiliate\"  has the same  meaning  as given to that term in Rule 405 under\nthe Securities Act or any successor provision.\n\n     \"Authenticating Agent\" shall have the meaning set forth in Section 6.15.\n\n     \"Authorized Newspaper\" means a newspaper (which, in the case of The City of\nNew York, will, if practicable, be The Wall Street Journal (Eastern Edition), in\nthe case of the United  Kingdom  of Great  Britain  and  Northern  Ireland  (the\n\"United Kingdom\"), will, if practicable, be The Financial Times (London Edition)\nand,  in the case of the Grand  Duchy of  Luxembourg  (\"Luxembourg\"),  will,  if\npracticable,  be the  Luxemburger  Wort)  published  in an  official  or  common\nlanguage of the county of publication  customarily published at least once a day\nfor at least five days in each calendar week and of general  circulation  in The\nCity of New York, the United Kingdom or Luxembourg,  as applicable.  If it shall\nbe  impractical  in the  opinion of the Trustee to make any  publication  of any\nnotice  required  hereby in an Authorized  Newspaper,  any  publication or other\nnotice in lieu  thereof  which is made or given with the approval of the Trustee\nshall constitute a sufficient publication of such notice.\n\n     \"Board of Directors\"  means either the Board of Directors of the Company or\nany committee of such Board duly authorized to act on its behalf.\n\n     \"Board  Resolution\" means a copy of one or more  resolutions,  certified by\nthe secretary or an assistant secretary of the Company to have been duly adopted\nor consented  to by the Board of  Directors  and to be in full force and effect,\nand delivered to the Trustee.\n\n     \"Business  Day\" means,  with respect to any Security,  a day other than any\nday on which banking  institutions in the city (or in any of the cities, if more\nthan one) in which amounts are payable, as specified in the form of\n\n\n                                       2\n\n\n\n\n\nsuch Security, are authorized or required by any applicable law or regulation to\nbe closed.\n\n     \"Capital Stock\" of any Person means any and all shares, rights to purchase,\nwarrants or options  (whether or not currently  exercisable);  participation  or\nother equivalents of or interests in (however designated) the equity (including,\nwithout  limitation,  common stock,  preferred  stock and  partnership and joint\nventure  interests)  of such  Person  (excluding  any debt  securities  that are\nconvertible into, or exchangeable for, such equity).\n\n     \"Commission\" means the Securities and Exchange Commission,  as from time to\ntime  constituted,  created  under the Exchange Act, or if at any time after the\nexecution  and delivery of this  Indenture  such  Commission is not existing and\nperforming the duties now assigned to it under the Trust Indenture Act, then the\nbody performing such duties on such date.\n\n     \"Common  Equity\" of any Person means all Capital  Stock of such Person that\nis generally entitled to (a) vote in the election of directors of such Person or\n(b) if such Person is not a  corporation,  vote or otherwise  participate in the\nselection of the governing body, partners,  managers or others that will control\nthe management and policies of such Person.\n\n     \"Company\" means the Person named as the \"Company\" in the first paragraph of\nthis instrument  until a successor Person shall have become such pursuant to the\napplicable  provisions of this  Indenture,  and thereafter  \"Company\" shall mean\nsuch successor Person.\n\n     \"Company Order\" means a written statement,  request or order of the Company\nsigned in its name by the chairman of the Board of Directors, the president, any\nvice president or the treasurer of the Company.\n\n     \"Consolidated Tangible Assets\" of any Person as of any date means the total\nassets of such Person and its  Subsidiaries  (excluding any assets that would be\nclassified as \"intangible assets\" under generally accepted accounting principles\n(\"GAAP\")) on a consolidated basis at such date, as determined in accordance with\nGAAP,  less all  write-ups  subsequent  to the date of initial  issuance  of the\nSecurities  in the book  value of any asset  owned by such  Person or any of its\nSubsidiaries.\n\n     \"Corporate  Trust  Office\"  means the  office of the  Trustee  at which the\ncorporate  trust  business of the Trustee  shall,  at any  particular  time,  be\nprincipally  administered,  which  office is, as of the date of this  Indenture,\nlocated at 500 West Jefferson Street, Louisville, KY 40202, Attention: Corporate\nTrust Administration.\n\n\n                                       3\n\n\n\n\n\n     \"Coupon\"  means  any  interest  coupon   appertaining  to  an  Unregistered\nSecurity.\n\n     \"Covenant Defeasance\" shall have the meaning set forth in Section 10.1(C).\n\n     \"Defaulted Interest\" has the meaning specified in Section 2.7.\n\n     \"Depositary\"  means,  with respect to the Securities of any series issuable\nor issued in the form of one or more Registered  Global  Securities,  the Person\ndesignated  as  Depositary  by the  Company  pursuant  to  Section  2.3  until a\nsuccessor   Depositary  shall  have  become  such  pursuant  to  the  applicable\nprovisions of this Indenture,  and thereafter \"Depositary\" shall mean or include\neach Person who is then a Depositary hereunder, and if at any time there is more\nthan one such Person, \"Depositary\" as used with respect to the Securities of any\nsuch series  shall mean the  Depositary  with respect to the  Registered  Global\nSecurities of that series.\n\n     \"Dollar\" or \"$\" means the coin or currency of the United  States of America\nas at the time of payment is legal  tender for the payment of public and private\ndebts.\n\n     \"ECU\" means the European  Currency Unit as defined and revised from time to\ntime by the European Monetary System of the European Community.\n\n     \"Event  of  Default\"  means  any event or  condition  specified  as such in\nSection 5.1.\n\n     \"Exchange Act\" means the Securities Exchange Act of 1934, as amended.\n\n     \"Fair  Value\"  when used with  respect to any Voting  Stock  means the fair\nvalue as determined in good faith by the Board of Directors of the Company.\n\n     \"Foreign  Currency\"  means a currency issued by the government of a country\nother than the United States of America.\n\n     \"Holder,\" \"Holder of Securities,\"  \"Securityholder\"  or other similar terms\nmean (a) in the case of any Registered  Security,  the person in whose name such\nSecurity is  registered  in the Security  Register  kept by the Company for that\npurpose  in  accordance  with  the  terms  hereof,  and  (b) in the  case of any\nUnregistered  Security,  the bearer of such Security, or any Coupon appertaining\nthereto, as the case may be.\n\n     \"Indenture\" means this instrument as originally  executed and delivered or,\nif amended or supplemented as herein provided,  as so amended or supplemented or\nboth, and\n\n\n\n                                       4\n\n\n\n\nshall include the forms and terms of particular series of Securities established\nas contemplated hereunder.\n\n     \"Indenture\" means this instrument as originally  executed and delivered or,\nif amended or supplemented as herein provided,  as so amended or supplemented or\nboth,  and shall include the forms and terms of particular  series of Securities\nestablished as contemplated hereunder.\n\n     \"Interest  Payment  Date,\" means the Stated  Maturity of an  installment of\ninterest on such Security.\n\n     \"IRS\" means the Internal Revenue Service of the United States Department of\nthe Treasury, or any successor entity.\n\n     \"Judgment Currency\" has the meaning set forth in Section 11.12.\n\n     \"Maturity\", when used with respect to any Security, means the date on which\nthe  principal  of such  Security  becomes  due and payable as therein or herein\nprovided, whether at the Stated Maturity or by declaration of acceleration, call\nfor redemption or otherwise.\n\n     \"Non-U.S. Person\" means any person that is not a \"U.S. person\" as such term\nis defined in Rule 902 under the Securities Act.\n\n     \"Officer's  Certificate\"  means a certificate signed by the chairman of the\nBoard of Directors,  the president or any vice president or the treasurer of the\nCompany and delivered to the Trustee.  Each such  certificate  shall comply with\nSection 314 of the Trust  Indenture Act and include the statements  provided for\nin Section 11.5.\n\n     \"144A Global Security\" has the meaning set forth in Section 2.8(b)(i).\n\n     \"Opinion of Counsel\"  means an opinion in writing  signed by legal  counsel\nwho may be an  employee  of the  Company or other  counsel  satisfactory  to the\nTrustee.  Each such opinion shall comply with Section 314 of the Trust Indenture\nAct and include the statements provided for in Section 11.5.\n\n     \"Original  Issue  Date\" of any  Security  (or  portion  thereof)  means the\nearlier of (a) the date of such  Security  or (b) the date of any  Security  (or\nportion  thereof) for which such Security was issued (directly or indirectly) on\nregistration of transfer, exchange or substitution.\n\n     \"Original Issue Discount  Security\" means any Security that provides for an\namount less than the principal amount thereof to be due and\n\n\n\n                                       5\n\n\n\n\npayable upon a declaration of acceleration of the Maturity  thereof  pursuant to\nSection 5.2.\n\n     \"Outstanding\" (except as otherwise provided in Section 7.4), when used with\nreference to Securities,  means, subject to the provisions of Section 7.4, as of\nany particular time, all Securities  authenticated  and delivered by the Trustee\nunder this Indenture, except\n\n          (a) Securities theretofore canceled by the Trustee or delivered to the\n     Trustee for cancellation;\n\n          (b) Securities,  or portions thereof, for the payment or redemption of\n     which  moneys or U.S.  Government  Obligations  (as provided for in Section\n     10.1) in the necessary  amount shall have been  deposited in trust with the\n     Trustee or with any Paying  Agent  (other  than the  Company) or shall have\n     been set aside, segregated and held in trust by the Company for the Holders\n     of such  Securities  (if the  Company  shall act as its own Paying  Agent),\n     provided, that if such Securities,  or portions thereof, are to be redeemed\n     prior to the Maturity  thereof,  notice of such redemption  shall have been\n     given as herein provided,  or provisions  satisfactory to the Trustee shall\n     have been made for giving such notice; and\n\n          (c) Securities which shall have been paid or in substitution for which\n     other Securities shall have been  authenticated  and delivered  pursuant to\n     the terms of Section 2.9 (except  with  respect to any such  Security as to\n     which proof  satisfactory to the Trustee is presented that such Security is\n     held by a Person in whose hands such Security is a legal, valid and binding\n     obligation of the Company).\n\n     In  determining  whether the Holders of the requisite  principal  amount of\nOutstanding  Securities  of any or all series  have given any  request,  demand,\nauthorization,  direction,  notice,  consent or waiver hereunder,  the principal\namount  of an  Original  Issue  Discount  Security  that  shall be  deemed to be\nOutstanding for such purposes shall be the amount of the principal  thereof that\nwould be due and payable as of the date of such determination upon a declaration\nof acceleration of the Maturity thereof pursuant to Section 5.2.\n\n     \"Paying  Agent\"  means any  Person  authorized  by the  Company  to pay the\nprincipal of (and  premium,  if any) or interest on any  Securities on behalf of\nthe Company.\n\n     \"Periodic  Offering\"  means an offering of Securities of a series from time\nto time, the specific terms of which Securities,  including, without limitation,\nthe  rate or  rates  of  interest,  if any,  thereon,  the  Stated  Maturity  or\nMaturities thereof and the redemption provisions,  if any, with respect thereto,\nare to be determined\n\n\n\n                                       6\n\n\n\n\nby the Company or its agents upon the issuance of such Securities.\n\n     \"Person\" means any individual, corporation,  partnership, limited liability\ncompany, joint venture, association,  joint stock company, trust, unincorporated\norganization or government or any agency or political subdivision thereof.\n\n     \"PORTAL  Market\"  means  Private  Offerings,  Resales and  Trading  through\nAutomatic Linkages Market.\n\n     \"Predecessor  Security\" of any  particular  Security  means every  previous\nSecurity  evidencing all or a portion of the same debt as that evidenced by such\nparticular  Security;  and,  for the purposes of this  definition,  any Security\nauthenticated  and  delivered  under Section 2.4 in exchange for or in lieu of a\nmutilated,  destroyed,  lost or stolen  Security shall be deemed to evidence the\nsame debt as the mutilated, destroyed, lost or stolen Security.\n\n     \"principal\"  whenever used with reference to the Securities or any Security\nor any  portion  thereof,  shall be deemed to  include  \"and  premium,  if any,\"\nprovided,  however,  that such  inclusion  of  premium,  if any,  shall under no\ncircumstances  result in the double  counting of such premium for the purpose of\nany calculation required hereunder.\n\n     \"QIB\" or \"Qualified  Institutional  Buyer\" means  \"Qualified  Institutional\nBuyer\" as such term is defined in Rule 144A under the Securities Act.\n\n     \"Regular Record Date\" for the interest payable on any Interest Payment Date\non the  Securities  of any series means the date  specified  for that purpose as\ncontemplated in Section 2.3.\n\n     \"Registered Global Security\" means a Security evidencing all or a part of a\nseries of Registered  Securities,  issued to the  Depositary  for such series in\naccordance  with Section 2.4, and bearing the legend  prescribed  in Section 2.4\nand any other legend required by the Depositary for such series.\n\n     \"Registered  Security\"  means  any  Security  registered  on  the  Security\nRegister of the Company.\n\n     \"Regulation  S\"  means  Regulation  S  under  the  Securities  Act,  or any\nsuccessor provision.\n\n     \"Regulation S Global Security\" has the meaning set forth in Section 2.8(b).\n\n     \"Required Currency\" shall have the\n\n\n\n                                       7\n\n\n\n\nmeaning set forth in Section 11.12 .\n\n     \"Responsible  Officer\"  when used with  respect  to the  Trustee  means the\nchairman of the board of directors, any vice chairman of the board of directors,\nthe chairman of the trust  committee,  the chairman of the executive  committee,\nany vice chairman of the executive committee,  the president, any vice president\n(whether or not  designated  by numbers or words added before or after the title\n\"Vice President\"), the cashier, the secretary, the treasurer, any trust officer,\nan assistant trust officer, any assistant vice president, any assistant cashier,\nany  assistant  secretary,  any  assistant  treasurer,  or any other  officer or\nassistant  officer of the Trustee  customarily  performing  functions similar to\nthose  performed  by the  persons  who at  the  time  shall  be  such  officers,\nrespectively,  or to whom any corporate trust matter is referred  because of his\nor her knowledge of and familiarity with the particular subject.\n\n     \"Restricted Security\" has the meaning set forth in Section 2.8(b).\n\n     \"Rule 144\" means Rule 144 under the Securities Act.\n\n     \"Rule 144A\" means Rule 144A under the Securities Act.\n\n     \"Rule 144K\" means Rule 144(k) under the Securities Act.\n\n     \"Securities Act\" means the Securities Act of 1933, as amended.\n\n     \"Security\" or  \"Securities\"  (except as otherwise  provided in Section 7.4)\nhas the meaning stated in the first recital of this  Indenture,  or, as the case\nmay be,  Securities  that have  been  authenticated  and  delivered  under  this\nIndenture.\n\n     \"Security  Register\" and \"Security  Registrar\" have the respective meanings\nspecified in Section 2.9.\n\n     \"Significant  Subsidiary\"  means a Subsidiary  of the Company  which at the\ntime of determination  either (i) had tangible assets which, as of the Company's\nmost recent  quarterly  consolidated  balance sheet,  constituted at least 5% of\nConsolidated  Tangible  Assets as of such  date,  or (ii) had  revenues  for the\n12-month  period  ending  on the date of the  Company's  most  recent  quarterly\nconsolidated  statement of income which constituted at least 5% of the Company's\ntotal consolidated revenues for such period.\n\n     \"Special  Record Date\" for the payment of any  Defaulted  Interest  means a\ndate fixed by the Trustee pursuant to Section 2.7.\n\n\n\n                                       8\n\n\n\n\n     \"Stated  Maturity\",   when  used  with  respect  to  any  Security  or  any\ninstallment  of interest  thereon,  means the date specified in such Security as\nthe fixed date on which the  principal of such Security or such  installment  of\ninterest is due and payable.\n\n     \"Subsidiary\" of any Person means (a) any corporation of which Common Equity\nhaving  ordinary  voting  power to elect a  majority  of the  directors  of such\ncorporation  is owned by such  Person  directly  or  through  one or more  other\nSubsidiaries of such Person and (b) any entity other than a corporation in which\nsuch Person,  directly or indirectly,  owns at least 50% of the Common Equity of\nsuch entity and has the authority to manage such entity on a day-to-day basis.\n\n     \"Transfer Restriction Termination Date\" means the earlier of the first date\non which (i) the Securities of a series (other than such Securities  acquired by\nthe Company or any Affiliate  thereof  since the issue date of such  Securities)\nmay be sold pursuant to Rule 144K (or any successor provision) and (ii) all such\nSecurities  have been  exchanged or sold  pursuant to an effective  registration\nstatement.\n\n     \"Trustee\"  means the Person  identified as \"Trustee\" in the first paragraph\nhereof  and,  subject to the  provisions  of Article 6, shall also  include  any\nsuccessor trustee.  \"Trustee\" shall also mean or include each Person who is then\na  trustee  hereunder  and if at any time  there is more  than one such  Person,\n\"Trustee\"  as used with respect to the  Securities  of any series shall mean the\ntrustee with respect to the Securities of such series.\n\n     \"Unregistered   Security\"  means  any  Security  other  than  a  Registered\nSecurity.\n\n     \"U.S.  Government  Obligations\" shall have the meaning set forth in Section\n10.1(A).\n\n     \"Voting  Stock\" means stock of any class or classes  having  general voting\npower  under  ordinary  circumstances  to  elect  a  majority  of the  board  of\ndirectors,  managers or trustees of the corporation in question, provided, that,\nfor  the  purposes   hereof,   stock  which  carries  only  the  right  to  vote\nconditionally on the happening of an event shall not be considered  voting stock\nwhether or not such event shall have happened.\n\n     \"Yield to Maturity\"  means the yield to maturity on a series of securities,\ncalculated  at the time of issuance of such series,  or, if  applicable,  at the\nmost recent  redetermination  of  interest on such  series,  and  calculated  in\naccordance with accepted financial practice.\n\n\n\n                                       9\n\n\n\n\n                                    ARTICLE 2\n\n                                   SECURITIES\n\nSECTION 2.1 Forms Generally\n\n     The  Securities  of each  series and the  Coupons,  if any,  to be attached\nthereto  shall  be  substantially  in such  form  (not  inconsistent  with  this\nIndenture)  as  shall  be  established  by or  pursuant  to  one or  more  Board\nResolutions  (as set forth in a Board  Resolution or, to the extent  established\npursuant to but not set forth in a Board  Resolution,  an Officer's  Certificate\ndetailing such establishment) or in one or more indentures  supplemental hereto,\nin each case with such  appropriate  insertions,  omissions,  substitutions  and\nother  variations  as are required or permitted by this  Indenture  and may have\nimprinted   or   otherwise   reproduced   thereon  such  legend  or  legends  or\nendorsements,  not inconsistent with the provisions of this Indenture, as may be\nrequired  to  comply  with any law or with any  rules  or  regulations  pursuant\nthereto,  or with any rules of any securities  exchange or to conform to general\nusage,  all as may be determined by the officers  executing such  Securities and\nCoupons, if any, as evidenced by their execution of such Securities and Coupons.\n\n     The  definitive   Securities  and  Coupons,   if  any,  shall  be  printed,\nlithographed  or  engraved on steel  engraved  borders or may be produced in any\nother manner,  all as determined by the officers  executing such  Securities and\nCoupons, if any, as evidenced by their execution of such Securities and Coupons,\nif any.\n\nSECTION 2.2  Form  of  Trustee's  Certificate  of  Authentication \n\n     The Trustee's  certificate of  authentication on all Securities shall be in\nsubstantially the following form:\n\n     \"This  is  one  of  the  Securities  referred  to in  the  within-mentioned\nIndenture.\n\n                                                  PNC BANK, NATIONAL ASSOCIATION\n\n                                                  as Trustee\n\n                                                  By\n                                                    ----------------------------\n                                                          Authorized Signatory\"\n\n     If at any  time  there  shall be an  Authenticating  Agent  appointed  with\nrespect  to  any  series  of  Securities,  then  the  Trustee's  Certificate  of\nAuthentication  to be borne  by the \n\n\n\n                                       10\n\n\n\n\nSecurities of each such series shall be substantially as follows:\n\n     \"This  is  one  of  the  Securities  referred  to in  the  within-mentioned\nIndenture.\n\n                                                   [___________________________]\n                                                      as Authenticating Agent\n\n                                                   By\n                                                     ---------------------------\n                                                         Authorized Signatory\"\n\nSECTION 2.3 Amount Unlimited;  Issuable in Series.\n\n     The aggregate principal amount of Securities which may be authenticated and\ndelivered under this Indenture is unlimited.\n\n     The  Securities  may be issued in one or more series.  With respect to each\nsuch  series  there  shall be  established  in or  pursuant to one or more Board\nResolutions  (and to the extent  established  pursuant to but not set forth in a\nBoard Resolution,  in an Officer's  Certificate detailing such establishment) or\nestablished in one or more indentures  supplemental hereto, prior to the initial\nissuance of Securities of any series,\n\n          (1) the  designation  of the  Securities  of the  series,  which shall\n     distinguish  the  Securities of the series from the Securities of all other\n     series, and which may be part of a series of Securities previously issued;\n\n          (2) any limit upon the aggregate principal amount of the Securities of\n     the series that may be  authenticated  and delivered  under this  Indenture\n     (except for Securities  authenticated  and delivered upon  registration  of\n     transfer  of, or in exchange  for, or in lieu of, other  Securities  of the\n     series pursuant to Section 2.8, 2.9, 2.11, 8.5 or 12.3);\n\n          (3) if  other  than  Dollars,  the  coin  or  currency  in  which  the\n     Securities of the series are  denominated  (including,  but not limited to,\n     any Foreign Currency or ECU);\n\n          (4) the date or dates on which the principal of the  Securities of the\n     series is payable;\n\n          (5) the rate or rates at which the Securities of the series shall bear\n     interest,  if any, the date or dates from which such interest shall accrue,\n     on which  such  interest  shall be payable  and (in the case of\n\n\n\n                                       11\n\n\n\n\n     Registered   Securities)   on  which  a  record  shall  be  taken  for  the\n     determination  of Holders to whom interest is payable  and\/or the method by\n     which such rate or rates or date or dates shall be determined;\n\n          (6) the place or places  where the  principal  of and any  interest on\n     Securities  of the series  shall be  payable,  if other than as provided in\n     Section 3.2;\n\n          (7) the right, if any, of the Company to redeem  Securities,  in whole\n     or in part, at its option and the period or periods within which, the price\n     or prices at which and any terms and  conditions  upon which  Securities of\n     the series may be so redeemed, pursuant to any sinking fund or otherwise;\n\n          (8) the  obligation,  if any,  of the  Company to redeem,  purchase or\n     repay  Securities  of the  series  pursuant  to any  mandatory  redemption,\n     sinking fund or analogous  provisions or at the option of a Holder  thereof\n     and the price or prices at which and the period or periods within which and\n     any terms and  conditions  upon which  Securities  of the  series  shall be\n     redeemed,  purchased  or  repaid,  in whole or in  part,  pursuant  to such\n     obligation;\n\n          (9) if other than  denominations  of $1,000 and any integral  multiple\n     thereof in the case of Registered  Securities,  or $1,000 and $5,000 in the\n     case of Unregistered  Securities,  the denominations in which Securities of\n     the series shall be issuable;\n\n          (10) if other than the entire principal amount thereof, the portion of\n     the  principal  amount of  Securities  of the series which shall be payable\n     upon declaration of acceleration of the Maturity thereof;\n\n          (11) if other than the coin or currency in which the Securities of the\n     series  are  denominated,  the coin or  currency  in which  payment  of the\n     principal of or interest on the Securities of such series shall be payable;\n\n          (12) if the  principal of or interest on the  Securities of the series\n     are to be payable, at the election of the Company or a Holder thereof, in a\n     coin or currency other than that in which the  Securities are  denominated,\n     the period or  periods  within  which,  and the terms and  conditions  upon\n     which, such election may be made;\n\n          (13) if the amount of payments  of  principal  of and  interest on the\n     Securities of the series may be determined with reference to an index based\n     on a coin or currency other than that in which the Securities of the series\n     are denominated, the manner in which such\n\n\n\n                                       12\n\n\n\n\n     amounts shall be determined;\n\n          (14)  whether  the  Securities  of the  series  will  be  issuable  as\n     Registered  Securities  (and  if so,  whether  all  or a  portion  of  such\n     Securities   will  be  issuable  as  Registered   Global   Securities)   or\n     Unregistered  Securities (with or without  Coupons),  or any combination of\n     the foregoing,  any restrictions  applicable to the offer, sale or delivery\n     of Unregistered Securities or the payment of interest thereon and, if other\n     than as  provided  in  Section  2.8,  the  terms  upon  which  Unregistered\n     Securities of any series may be exchanged for Registered Securities of such\n     series and vice versa;\n\n          (15)  whether  and  under  what  circumstances  the  Company  will pay\n     additional  amounts on the Securities of the series held by a Person who is\n     not a U.S. person in respect of any tax,  assessment or governmental charge\n     withheld or deducted  and, if so,  whether the Company will have the option\n     to redeem the  Securities  of the series  rather  than pay such  additional\n     amounts;\n\n          (16) if the  Securities of the series are to be issuable in definitive\n     form (whether upon original issue or upon exchange of a temporary  Security\n     of such  series)  only  upon  receipt  of  certain  certificates  or  other\n     documents or satisfaction of other  conditions,  the form and terms of such\n     certificates, documents or conditions;\n\n          (17) any  trustees,  depositaries,  authenticating  or paying  agents,\n     transfer  agents or  registrars  of any other  agents  with  respect to the\n     Securities of such series;\n\n          (18) any other  events of default  or  covenants  with  respect to the\n     Securities of such series;\n\n          (19) if the  Securities  of the series are to be  convertible  into or\n     exchangeable  for any  other  security,  the  terms  upon  which  any  such\n     conversion or exchange may be effected; and\n\n          (20)  any  other  terms  of  the  series  (which  terms  shall  not be\n     inconsistent with the provisions of this Indenture).\n\n     All Securities of any one series and Coupons, if any,  appertaining thereto\nshall be substantially identical, except in the case of Registered Securities as\nto  denomination  and except as may  otherwise be provided by or pursuant to the\nBoard Resolution or Officer's  Certificate  referred to above or as set forth in\nany indenture  supplemental hereto. All Securities of any one series need not be\nissued at the same time and may be\n\n\n\n                                       13\n\n\n\n\n     issued from time to time,  consistent with the terms of this Indenture,  if\n     so  provided  by or  pursuant  to such  Board  Resolution,  such  Officer's\n     Certificate or in any indenture supplemental hereto.\n\nSECTION 2.4  Authentication  and Delivery of Securities.\n\n     The Company may deliver  Securities of any series having  attached  thereto\nappropriate  Coupons,  if  any,  executed  by the  Company  to the  Trustee  for\nauthentication  together with the applicable documents referred to below in this\nSection  2.4,  and the Trustee  shall  thereupon  authenticate  and deliver such\nSecurities and Coupons,  if any, to or upon the order of the Company  (contained\nin the  Company  Order  referred  to below in this  Section) or pursuant to such\nprocedures  acceptable to the Trustee and to such recipients as may be specified\nfrom time to time by a Company Order.  The maturity  date,  original issue date,\ninterest rate and any other terms of the  Securities of such series and Coupons,\nif any,  appertaining thereto shall be determined by or pursuant to such Company\nOrder and procedures. If provided for in such procedures, such Company Order may\nauthorize   authentication   and  delivery   pursuant  to  oral  or   electronic\ninstructions  from the  Company or its duly  authorized  agent or agents,  which\ninstructions, if oral, shall be promptly confirmed in writing. In authenticating\nsuch  Securities  and  accepting  the  additional  responsibilities  under  this\nIndenture  in relation  to such  Securities,  the  Trustee  shall be entitled to\nreceive (in the case of  subparagraphs  (2), (3) and (4) below only at or before\nthe time of the first  request  of the  Company to the  Trustee to  authenticate\nSecurities of such series) and (subject to Section 6.1) shall be fully protected\nin  relying  upon,  the  following  enumerated  documents  unless and until such\ndocuments have been superseded or revoked:\n\n          (1) a Company Order requesting such  authentication  and setting forth\n     delivery  instructions if the Securities and Coupons, if any, are not to be\n     delivered to the Company,  provided  that,  with respect to Securities of a\n     series  subject  to a  Periodic  Offering,  (a) such  Company  Order may be\n     delivered  by the  Company  to the  Trustee  prior to the  delivery  to the\n     Trustee of such Securities for authentication and delivery, (b) the Trustee\n     shall authenticate and deliver Securities of such series for original issue\n     from time to time,  in an  aggregate  principal  amount not  exceeding  the\n     aggregate  principal  amount  established  for such  series,  pursuant to a\n     Company Order or pursuant to procedures acceptable to the Trustee as may be\n     specified  from time to time by a Company  Order,  (c) the maturity date or\n     dates,  original issue date or dates,  interest rate or rates and any other\n     terms of  Securities  of such series shall be determined by a Company Order\n     or pursuant to such procedures and (d) if provided for in such  procedures,\n     such Company Order may authorize  authentication  and\n\n\n\n                                       14\n\n\n\n\n     delivery  pursuant to oral or electronic  instructions  from the Company or\n     its duly authorized agent or agents, which instructions,  if oral, shall be\n     promptly confirmed in writing;\n\n          (2)  any  Board  Resolution,  Officer's  Certificate  and\/or  executed\n     supplemental indenture referred to in Section 2.1 and 2.3 by or pursuant to\n     which the  forms and terms of the  Securities  and  Coupons,  if any,  were\n     established;\n\n          (3) an Officer's Certificate setting forth the form or forms and terms\n     of the Securities and Coupons,  if any,  stating that the form or forms and\n     terms of the Securities and Coupons, if any, have been established pursuant\n     to Sections 2.1 and 2.3 and comply with this  Indenture,  and covering such\n     other matters as the Trustee may reasonably request; and\n\n          (4) At the  option of the  Company,  either  one or more  Opinions  of\n     Counsel,  or a letter addressed to the Trustee permitting it to rely on one\n     or more Opinions of Counsel, substantially to the effect that:\n\n               (a) the form or forms of the Securities and Coupons, if any, have\n          been duly authorized and established in conformity with the provisions\n          of this Indenture;\n\n               (b) in the case of an  underwritten  offering,  the  terms of the\n          Securities  have been duly  authorized  and  established in conformity\n          with the provisions of this Indenture, and, in the case of an offering\n          that is not  underwritten,  certain terms of the Securities  have been\n          established pursuant to a Board Resolution,  an Officer's  Certificate\n          or a supplemental  indenture in accordance  with this  Indenture,  and\n          when such other terms as are to be  established  pursuant t procedures\n          set forth in a Company  Order  shall have been  established,  all such\n          terms will have been duly authorized by the Company and will have been\n          established in conformity with the provisions of this Indenture; and\n\n               (c) such  Securities  and Coupons,  if any,  when executed by the\n          Company  and  authenticated  by the  Trustee  in  accordance  with the\n          provisions of this Indenture and delivered to and duly paid for by the\n          purchasers  thereof,  and subject to any conditions  specified in such\n          Opinion of Counsel,  will have been duly issued under this  Indenture,\n          will be entitled to the benefits of this Indenture,  and will be valid\n          and binding obligations of the Company, enforceable in accordance with\n          their  respective  terms except as \n\n\n\n                                       15\n\n\n\n\n          the   enforceability   thereof  may  be  limited  by  (i)  bankruptcy,\n          insolvency or similar laws affecting creditors' rights generally, (ii)\n          rights  of  acceleration,  if  any,  and  (iii)  the  availability  of\n          equitable  remedies may be limited by equitable  principles of general\n          applicability  and such counsel need express no opinion with regard to\n          the  enforceability  of Section 6.6 or of a judgment  denominated in a\n          currency other than Dollars.\n\n     In  rendering  such  opinions,  any counsel may qualify any  opinions as to\nenforceability by stating that such enforceability may be limited by bankruptcy,\ninsolvency,  reorganization,  liquidation,  moratorium,  fraudulent transfer and\nother similar laws affecting the rights and remedies of creditors and is subject\nto general  principles of equity  (regardless of whether such  enforceability is\nconsidered  in a  proceeding  in equity or at law).  Such  counsel may rely upon\nopinions of other  counsel  (copies of which shall be  delivered to the Trustee)\nreasonably  satisfactory  to the Trustee,  in which case the opinion shall state\nthat such  counsel  believes he and the Trustee  are  entitled so to rely.  Such\ncounsel may also state that,  insofar as such opinion  involves factual matters,\nhe has relied,  to the extent he deems proper,  upon certificates of officers of\nthe Company and its subsidiaries and certificates of public officials.\n\n     The Trustee shall have the right to decline to authenticate and deliver any\nSecurities  under  this  section  if the  Trustee,  being  advised  by  counsel,\ndetermines  that such action may not  lawfully be taken by the Company or if the\nTrustee in good faith by its board of directors or board of trustees,  executive\ncommittee or a trust  committee of directors or trustees  shall  determine  that\nsuch action would expose the Trustee to personal  liability to existing  Holders\nor would  affect  the  Trustee'  own  rights,  duties  or  immunities  under the\nSecurities, this Indenture or otherwise.\n\n     If the  Company  shall  establish  pursuant  to  Section  2.3 that all or a\nportion  of the  Securities  of a series  are to be issued in the form of one or\nmore  Registered  Global  Securities,  then the  Company  shall  execute and the\nTrustee  shall,  in  accordance  with this  Section and the  Company  Order with\nrespect to such series,  authenticate and deliver one or more Registered  Global\nSecurities  that (i) shall represent and shall be denominated in an amount equal\nto the aggregate  principal amount of al of the Securities of such series issued\nin such form and not yet  canceled,  (ii) shall be registered in the name of the\nDepositary for such  Registered  Global Security or Securities or the nominee of\nsuch  Depositary,  (iii) shall be delivered by the Trustee to such Depositary or\ndelivered or held pursuant to such Depositary's instructions and (iv) shall bear\na  legend  substantially  to the  following  effect:  \"Unless  and  until  it is\nexchanged in whole or in part for Securities in definitive registered form, this\nSecurity may not be transferred except as\n\n\n\n                                       16\n\n\n\n\na whole by the  Depositary  to the nominee of the  Depositary or by a nominee of\nthe Depositary to the Depositary or another  nominee of the Depositary or by the\nDepositary  or any such nominee to a successor  Depositary  or a nominee of such\nsuccessor Depositary.\"\n\n     Each Depositary designated pursuant to Section 2.3 must, at the time of its\ndesignation and at all times while it serves as Depositary, be a clearing agency\nregistered  under  the  Exchange  Act  and  any  other  applicable   statute  or\nregulation.\n\nSECTION 2.5 Execution of Securities.\n\n     The  Securities  and each Coupon  appertaining  thereto,  if any,  shall be\nsigned on behalf of the Company by the chairman or vice chairman of its Board of\nDirectors or its president, or any executive (senior or other), a vice president\nor its treasurer, under its corporate seal (except in the case of Coupons) which\nmay, but need not, be attested.  Such  signatures may be the manual or facsimile\nsignatures of the present or any future such  officers.  The seal of the Company\nmay be in the  form  of a  facsimile  thereof  and  may be  impressed,  affixed,\nimprinted or otherwise  reproduced on the  Securities.  Typographical  and other\nminor  errors  or  defects  in any  such  reproduction  of the  seal or any such\nsignature shall not affect the validity or  enforceability  of any Security that\nhas been duly authenticated and delivered by the Trustee.\n\n     In case any  officer  of the  Company  who  shall  have  signed  any of the\nSecurities  or  Coupons,  if any,  shall  cease to be such  officer  before  the\nSecurity  or Coupon so signed  (or the  Security  to which the  Coupon so signed\nappertains)  shall be authenticated  and delivered by the Trustee or disposed of\nby the Company,  such Security or Coupon  nevertheless may be authenticated  and\ndelivered or disposed of as though the person who signed such Security or Coupon\nhad not ceased to be such officer of the Company; and any Security or Coupon may\nbe signed on behalf of the Company by such persons as, at the actual date of the\nexecution  of such  Security  or  Coupon,  shall be the proper  officers  of the\nCompany,  although at the date of the execution  and delivery of this  Indenture\nany such person was not such an officer.\n\nSECTION 2.6 Certificate of Authentication.\n\n     Only such Securities as shall bear thereon a certificate of  authentication\nsubstantially in the form hereinbefore  recited,  executed by the Trustee by the\nmanual  signature of one of its  authorized  officers,  shall be entitled to the\nbenefits of this Indenture or be valid or obligatory for any purpose.  No Coupon\nshall be  entitled  to the  benefits  of this  Indenture  or shall be valid  and\nobligatory  for any  purpose  until the  certificate  of  authentication  on the\nSecurity to which such Coupon  appertains  shall have been duly  executed by the\nTrustee.  The  execution  of such  certificate  by the Trustee upon\n\n\n\n                                       17\n\n\n\n\nany  Security  executed by the Company  shall be  conclusive  evidence  that the\nSecurity so authenticated has been duly  authenticated  and delivered  hereunder\nand that the Holder is entitled to the benefits of this Indenture.\n\nSECTION 2.7 Denomination and Date of Securities; Payments of Interest.\n\n     The Securities of each series shall be issuable as Registered Securities or\nUnregistered Securities in denominations  established as contemplated by Section\n2.3 or, with  respect to the  Registered  Securities  of any  series,  if not so\nestablished,  in denominations of $1,000 and any integral multiple  thereof.  If\ndenominations  of Unregistered  Securities of any series are not so established,\nsuch Securities  shall be issuable in  denominations  of $1,000 and $5,000.  The\nSecurities of each series shall be numbered, lettered or otherwise distinguished\nin such manner or in  accordance  with such plan as the  officers of the Company\nexecuting the same may determine with the approval of the Trustee,  as evidenced\nby the execution and authentication thereof.\n\n     Each  Registered  Security  shall be dated the date of its  authentication.\nEach  Unregistered  Security shall be dated as provided in the Board  Resolution\nreferred to in Section 2.3. The  Securities of each series shall bear  interest,\nif any,  from  the  date,  and such  interest  shall be  payable  on the  dates,\nestablished as contemplated by Section 2.3.\n\n     Interest on any Security which is payable,  and is punctually  paid or duly\nprovided for, on any Interest  Payment Date shall be paid to the Person in whose\nname that Security (or one or more Predecessor  Securities) is registered at the\nclose of business on the Regular Record Date for such interest. At the option of\nthe  Company,  interest  on any  Security  may be paid by mailing a check to the\naddress  of the  Holder  thereof  as  such  address  appears  in the  Securities\nRegister.\n\n     Any interest on any Security which is payable,  but is not punctually  paid\nor duly provided  for, on any Interest  Payment Date (herein  called  \"Defaulted\nInterest\")  shall  forthwith  cease to be payable to the Holder on the  relevant\nRegular  Record Date by virtue of having been such  Holder,  and such  Defaulted\nInterest may be paid by the Company,  at its election in each case,  as provided\nin clause (1) or (2) below:\n\n          (1) The Company may elect to make payment of any Defaulted Interest to\n     the Persons in whose names the Securities (or their respective  Predecessor\n     Securities)  are  registered  at the close of business on a Special  Record\n     Date for the payment of such  Defaulted  Interest,  which shall be fixed in\n     the  following  manner.  The Company shall notify the Trustee in writing of\n     the amount of Defaulted  Interest  proposed to be paid on each Security and\n     the date of\n\n\n\n                                       18\n\n\n\n\n     the proposed  payment,  and a the same time the Company  shall deposit with\n     the Trustee an amount of money equal to the aggregate amount proposed to be\n     paid in  respect of such  Defaulted  Interest  or shall  make  arrangements\n     satisfactory  to the  Trustee  for  such  deposit  prior to the date of the\n     proposed  payment,  such money when  deposited  to be held in trust for the\n     benefit of the  Persons  entitled  to such  Defaulted  Interest  as in this\n     clause provided.  Thereupon the Trustee shall fix a Special Record Date for\n     the payment of such Defaulted Interest which shall be not more than 15 days\n     and not less than 10 days prior to the date of the proposed payment and not\n     less than 10 days  after the  receipt  by the  Trustee of the notice of the\n     proposed  payment.  The Trustee shall  promptly  notify the Company of such\n     Special  Record Date and,  in the name and at the  expense of the  Company,\n     shall cause notice of the proposed  payment of such Defaulted  Interest and\n     the Special Record Date therefor to be mailed, first-class postage prepaid,\n     to each Holder at his address as it appears in the Security  Register,  not\n     less than 10 days prior to such Special Record Date. Notice of the proposed\n     payment of such  Defaulted  Interest and the Special  Record Date  therefor\n     having been so mailed, such Defaulted Interest shall be paid to the Persons\n     in whose names the Securities (or their respective Predecessor  Securities)\n     are  registered  at the close of business on such  Special  Record Date and\n     shall no longer be payable pursuant to the following claus (2).\n\n          (2) The  Company  may make  payment of any  Defaulted  Interest in any\n     other  lawful  manner  not  inconsistent   with  the  requirements  of  any\n     securities  exchange on which the Securities  may be listed,  and upon such\n     notice as may be required by such  exchange,  if, after notice given by the\n     Company to the Trustee of the  proposed  payment  pursuant to this  clause,\n     such manner of payment shall be deemed practicable by the Trustee.\n\n     Subject  to  the  foregoing  provisions  of  this  Section,  each  Security\ndelivered  under this Indenture upon  registration of transfer of or in exchange\nfor or in lieu of any other Security shall carry the rights to interest  accrued\nand unpaid, and to accrue, which were carried by such other Security.\n\nSECTION 2.8 Registration, Transfer and Exchange.\n\n     (a) The Company will keep at each office or agency to be maintained for the\npurpose as provided in Section 3.2 for each series of  Securities  a register or\nregisters  (the  register  maintained  in such office and in any other office or\nagency of the Company designated  pursuant to Section 3.2 being herein sometimes\ncollectively  referred to as the \"Security  Register\") in which, subject to such\nreasonable  regulations  as the Company\n\n\n\n                                       19\n\n\n\n\nmay prescribe,  it will provide for the registration of Registered Securities of\nsuch series and the  registration  of transfer of Registered  Securities of such\nseries.  Such Security Register shall be in written form in the English language\nor in any  other  form  capable  of being  converted  into  such  form  within a\nreasonable  time. At all  reasonable  times such Security  Register or registers\nshall be open for inspection by the Trustee.\n\n     Upon due  presentation  for  registration  of  transfer  of any  Registered\nSecurity  of any series at any such  office or agency to be  maintained  for the\npurpose as provided in Section  3.2, the Company  shall  execute and the Trustee\nshall  authenticate  and deliver in the name of the  transferee or transferees a\nnew Registered  Security or Registered  Securities of the same series,  maturity\ndate,  interest rate and original issue date in authorized  denominations  for a\nlike aggregate principal amount.\n\n     Unregistered  Securities  (except  for any  temporary  global  Unregistered\nSecurities)  and Coupons  (except for Coupons  attached to any temporary  global\nUnregistered Securities) shall be transferable by delivery.\n\n     At the option of the Holder  thereof,  Registered  Securities of any series\n(other than a  Registered  Global  Security,  except as set forth  below) may be\nexchanged  for a Registered  Security or  Registered  Securities  of such series\nhaving authorized  denominations and an equal aggregate  principal amount,  upon\nsurrender  of such  Registered  Securities  to be exchanged at the agency of the\nCompany that shall be maintained for such purpose in accordance with Section 3.2\nand upon payment,  if the Company shall so require,  of the charges  hereinafter\nprovided.  If the  Securities  of any series are issued in both  registered  and\nunregistered  form,  at the option of the Holder  thereof,  except as  otherwise\nspecified pursuant to Section 2.3, Unregistered  Securities of any series may be\nexchanged  for   Registered   Securities   of  such  series  having   authorized\ndenominations and an equal aggregate  principal  amount,  upon surrender of such\nUnregistered  Securities to be exchanged at the agency of the Company that shall\nbe maintained for such purpose in accordance with Section 3.2, with, in the case\nof Unregistered Securities that have Coupons attached, all unmatured Coupons and\nall matured Coupons in default thereto  appertaining,  and upon payment,  if the\nCompany shall so require, of the charges hereinafter  provided. At the option of\nthe Holder  thereof,  if Unregistered  Securities of any series,  maturity date,\ninterest  rate and  original  issue date are issued in more than one  authorized\ndenomination,  except as  otherwise  specified  pursuant  to Section  2.3,  such\nUnregistered  Securities  may be exchanged for  Unregistered  Securities of such\nseries having authorized  denominations and an equal aggregate principal amount,\nupon surrender of such Unregistered  Securities to be exchanged at the agency of\nthe Company that shall be maintained for such purpose in accordance with Section\n3.2 or as specified pursuant to Section 2.3, with, in the case of Unregistered\n\n\n\n\n                                       20\n\n\n\n\nSecurities  that have Coupons  attached,  all unmatured  Coupons and all matured\nCoupons in default thereto appertaining,  and upon payment, if the Company shall\nso require, of the charges hereinafter  provided.  Registered  Securities of any\nseries may not be exchanged  for  Unregistered  Securities of such series unless\n(1)  otherwise  specified  pursuant  to  Section  2.3 and (2)  the  Company  has\ndelivered to the Trustee an Opinion of Counsel that (x) the Company has received\nfrom the IRS a ruling or (y) since the date  hereof,  there has been a change in\nthe  applicable  Federal  income tax law,  in either case to the effect that the\ninclusion  of  terms  permitting  Registered  Securities  to  be  exchanged  for\nUnregistered  Securities would result in no Federal income tax effect adverse to\nthe Company or to any Holder.  Whenever any Securities  are so  surrendered  for\nexchange,  the Company shall  execute,  and the Trustee shall  authenticate  and\ndeliver,  the  Securities  which the Holder  making the  exchange is entitled to\nreceive.  All Securities and Coupons,  if any,  surrendered upon any exchange or\ntransfer  provided for in this Indenture shall be promptly canceled and disposed\nof by the Trustee,  and the Trustee shall deliver a certificate  of  disposition\nthereof to the Company.\n\n     All Registered Securities presented for registration of transfer, exchange,\nredemption  or payment  shall (if so required by the Company or the  Trustee) be\nduly  endorsed,  or be  accompanied  by a written  instrument or  instruments of\ntransfer in form  satisfactory to the Company and the Trustee duly executed,  by\nthe Holder or his attorney duly authorized in writing.\n\n     The  Company may require  payment of a sum  sufficient  to cover any tax or\nother governmental charge that may be imposed in connection with any exchange or\nregistration of transfer of Securities.  No service charge shall be made for any\nsuch transaction.\n\n     The Company shall not be required to exchange or register a transfer of (a)\nany Securities of any series for a period of 15 days preceding the first mailing\nof notice of  redemption  of Securities of such series to be redeemed or (b) any\nSecurities selected, called or being called for redemption, in whole or in part,\nexcept,  in the case of any Security to be redeemed in part, the portion thereof\nnot so to be redeemed.\n\n     Notwithstanding  any other  provision of this Section 2.8, unless and until\nit is  exchanged in whole or in part for  Securities  in  definitive  registered\nform,  a  Registered  Global  Security  representing  all  or a  portion  of the\nSecurities  of a  series  may  not  be  transferred  except  as a  whole  by the\nDepositary  for such series to a nominee of such  Depositary  or by a nominee of\nsuch  Depositary to such  Depositary or another nominee of such Depositary or by\nsuch Depositary or any such nominee to a successor Depositary for such series or\na nominee of such successor Depositary.\n\n\n\n                                       21\n\n\n\n\n     If at any time the  Depositary  for any  Registered  Securities of a series\nrepresented by one or more  Registered  Global  Securities  notifies the Company\nthat it is unwilling  or unable to continue as  Depositary  for such  Registered\nSecurities or if at any time the Depositary for such Registered Securities shall\nno longer be eligible  under  Section 2.4, the Company shall appoint a successor\nDepositary   eligible  under  Section  2.4  with  respect  to  such   Registered\nSecurities.  If a  successor  Depositary  eligible  under  Section  2.4 for such\nRegistered  Securities is not appointed by the Company  within 90 days after the\nCompany  receives  such  notice  or  becomes  aware of such  ineligibility,  the\nCompany's  election  pursuant to Section 2.3 that such Registered  Securities be\nrepresented  by one or more  Registered  Global  Securities  shall no  longer be\neffective  and the Company will  execute,  and the  Trustee,  upon receipt of an\nOfficer's   Certificate  for  the  authentication  and  delivery  of  definitive\nSecurities of such series,  will  authenticate  and deliver,  Securities of such\nseries  in  definitive  registered  form  without  coupons,  in  any  authorized\ndenominations, in an aggregate principal amount equal to the principal amount of\nthe  Registered  Global  Security or  Securities  representing  such  Registered\nSecurities in exchange for such Registered Global Security or Securities.\n\n     The Company may at any time and in its sole  discretion  determine that the\nRegistered Securities of any series issued in the form of one or more Registered\nGlobal Securities shall no longer be represented by a Registered Global Security\nor  Securities.  In such event the Company will execute,  and the Trustee,  upon\nreceipt of any  Officer's  Certificate  for the  authentication  and delivery of\ndefinitive Securities of such series, will authenticate and deliver,  Securities\nof such series in definitive  registered form without coupons, in any authorized\ndenominations, in an aggregate principal amount equal to the principal amount of\nthe  Registered  Global  Security or  Securities  representing  such  Registered\nSecurities, in exchange for such Registered Global Security or Securities.\n\n     If  specified  by the  Company  pursuant  to  Section  2.3 with  respect to\nSecurities  represented by a Registered Global Security, the Depositary for such\nRegistered  Global  Security may surrender such  Registered  Global  Security in\nexchange in whole or in part for  Securities  of the same  series in  definitive\nregistered  form on  such  terms  as are  acceptable  to the  Company  and  such\nDepositary.  Thereupon,  the  Company  shall  execute,  and  the  Trustee  shall\nauthenticate and deliver, without service charge,\n\n          (i) to the  Person  specified  by  such  Depositary  a new  Registered\n     Security or Securities of the same series, of any authorized  denominations\n     as requested by such Person, in an aggregate  principal amount equal to and\n     in exchange for such Person's  beneficial interest in the Registered Global\n     Security; and\n\n          (ii)  to  such  Depositary  a  new  Registered  Global\n\n\n\n                                       22\n\n\n\n\n     Security in a denomination  equal to the  difference,  if any,  between the\n     principal  amount of the  surrendered  Registered  Global  Security and the\n     aggregate  principal  amount of  Registered  Securities  authenticated  and\n     delivered pursuant to clause (i) above.\n\n     Upon the  exchange  of a  Registered  Global  Security  for  Securities  in\ndefinitive  registered form without coupons, in authorized  denominations,  such\nRegistered  Global  Security shall be canceled by the Trustee or an agent of the\nCompany or the Trustee. Securities in definitive registered form without coupons\nissued in exchange for a Registered Global Security pursuant to this Section 2.8\nshall be registered in such names and in such  authorized  denominations  as the\nDepositary for such Registered  Global Security,  pursuant to instructions  from\nits direct or indirect participants or otherwise,  shall instruct the Trustee or\nan agent of the Company or the Trustee.  The Trustee or such agent shall deliver\nsuch  Securities to or as directed by the Persons in whose names such Securities\nare so registered.\n\n     All Securities  issued upon any transfer or exchange of Securities shall be\nvalid obligations of the Company,  evidencing the same debt, and entitled to the\nsame benefits  under this  Indenture,  as the Securities  surrendered  upon such\ntransfer or exchange.\n\n     Notwithstanding anything herein or in the terms of any series of Securities\nto the contrary, none of the Company, the Trustee or any agent of the Company or\nthe Trustee (any of which,  other than the  Company,  shall rely on an Officer's\nCertificate  and an  Opinion of  Counsel)  shall be  required  to  exchange  any\nUnregistered Security for a Registered Security if such exchange would result in\nFederal  income tax  consequences  adverse to the Company (such as, for example,\nthe inability of the Company to deduct from its income,  as computed for Federal\nincome tax purposes, the interest payable on the Unregistered  Securities) under\nthen applicable United States Federal income tax laws.\n\n     (b)(i)  Securities  that are  distributed  to QIBs will be represented by a\nglobal Security (the \"144A Global Security\"). Securities that are distributed to\nNon-U.S.  Persons will be  represented by a global  Security (the  \"Regulation S\nGlobal Security\").  Each of the 144A Global Security and the Regulation S Global\nSecurity  shall  be  referred  to  herein  as a  \"Global  Security.\"  If  Global\nSecurities are issued, transfers of interests in the Securities between the 144A\nGlobal  Security and the Regulation S Global Security will be made in accordance\nwith  the  standing  instructions  and  procedures  of the  Depositary  and  its\nparticipants  and the Trustee  shall make  appropriate  endorsements  to reflect\nincreases or decreases in the  principal  amounts of such Global  Securities  to\nreflect any such transfers.\n\n     Except as provided  below,  beneficial  owners of a Security in global form\nshall not be entitled to have  certificates  registered in their names, will not\nreceive  or  be\n\n\n\n                                       23\n\n\n\n\nentitled to receive  physical  delivery of  certificates  in definitive form and\nwill not be considered Holders of such Securities in global form.\n\n     (ii) So long as the Securities are eligible for book-entry settlement,  and\nto the extent that Securities are held by QIBs or Non-U.S.  Persons, as the case\nmay be, in a Global  Security,  or unless  otherwise  required by law,  upon any\ntransfer of a definitive  Security to a QIB in accordance with Rule 144A or to a\nNon-U.S.  Person in accordance with Regulation S, unless otherwise  requested by\nthe transferor,  and upon receipt of the definitive Security or Securities being\nso  transferred,  together with a  certification  from the  transferor  that the\ntransfer is being made in compliance with Rule 144A or Regulation S, as the case\nmay be (or other evidence  satisfactory to the Trustee),  the Trustee shall make\nan endorsement on any 144A Global Security or any Regulation S Global  Security,\nas the case may be, to reflect an increase in the aggregate  principal amount of\nthe Securities represented by such Global Security, and the Trustee shall cancel\nsuch  definitive   Security  or  Securities  in  accordance  with  the  standing\ninstructions and procedures of the Depositary, the aggregate principal amount of\nSecurities  represented  by such Global  Security to be  increased  accordingly;\nprovided that no definitive  Security,  or portion thereof,  in respect of which\nthe Company or an Affiliate of the Company held any beneficial interest shall be\nincluded  in such  Global  Security  until such  definitive  Security  is freely\ntradable in  accordance  with Rule  144(k);  provided  further  that the Trustee\nshall,  at the written  request of the Company,  issue  Securities in definitive\nform upon any  transfer of a beneficial  interest in the Global  Security to the\nCompany or any Affiliate of the Company.\n\n     Any Global  Security may be endorsed with or have  incorporated in the text\nthereof such legends or recitals or changes not inconsistent with the provisions\nof this  Indenture as may be required by the  Depositary,  by the New York Stock\nExchange or by the National Association of Securities Dealers, Inc. in order for\nthe Securities to be tradable on the PORTAL Market or as may be required for the\nSecurities  to be  tradable  on  any  other  market  developed  for  trading  of\nsecurities  pursuant to Rule 144A or required to comply with any  applicable law\nor any regulation thereunder or with the rules and regulations of any securities\nexchange  upon which the  Securities  may be listed or traded or to conform with\nany usage with  respect  thereto,  or to  indicate  any special  limitations  or\nrestrictions to which any particular Securities are subject.\n\n     (iii) Each  Security that bears or is required to bear the legend set forth\nin this  Section  2.8(b)  (a  \"Restricted  Security\")  shall be  subject  to the\nrestrictions  on  transfer  provided  in the  legend  set forth in this  Section\n2.8(b),  unless such  restrictions  on  transfer  shall be waived by the written\nconsent of the  Company,  and the Holder of each  Restricted  Security,  by such\nHolder's  acceptance  thereof,  agrees  to be  bound  by  such  restrictions  on\ntransfer.  As used in this Section\n\n\n\n                                       24\n\n\n\n\n2.8(b),  the term  \"transfer\"  encompasses any sale,  pledge,  transfer or other\ndisposition of any Restricted Security.\n\n     Prior  to  the  Transfer  Restriction  Termination  Date,  any  certificate\nevidencing a Security shall bear a legend in  substantially  the following form,\nunless  otherwise  agreed by the Company  (with  written  notice  thereof to the\nTrustee):\n\n     THE  SECURITY  EVIDENCED  HEREBY  HAS NOT BEEN  REGISTERED  UNDER  THE U.S.\n     SECURITIES  ACT  OF  1933,  AS  AMENDED  (THE   \"SECURITIES   ACT\"),   AND,\n     ACCORDINGLY,  MAY NOT BE OFFERED OR SOLD WITHIN THE UNITED STATES OR TO, OR\n     FOR THE  ACCOUNT OR BENEFIT  OF,  U.S.  PERSONS  EXCEPT AS SET FORTH IN THE\n     FOLLOWING  SENTENCE.  BY ITS ACQUISITION  HEREOF, THE HOLDER (1) REPRESENTS\n     THAT (A) IT IS A \"QUALIFIED  INSTITUTIONAL  BUYER\" (AS DEFINED IN RULE 144A\n     UNDER  THE  SECURITIES  ACT)  OR  (B)  IT  IS AN  INSTITUTIONAL  \"ACCREDITE\n     INVESTOR\"  (AS  DEFINED  IN  RULE  501(A)(1),  (2),  (3) OR (7)  UNDER  THE\n     SECURITIES ACT)  (\"INSTITUTIONAL  ACCREDITED  INVESTOR\") OR (C) IT IS NOT A\n     U.S. PERSON AND IS ACQUIRING THE SECURITY  EVIDENCED  HEREBY IN AN OFFSHORE\n     TRANSACTION,  (2) AGREES  THAT IT WILL NOT PRIOR TO THE  EXPIRATION  OF THE\n     HOLDING PERIOD  APPLICABLE TO SALES OF THE SECURITY  EVIDENCED HEREBY UNDER\n     RULE 144(K) UNDER THE SECURITIES ACT (OR ANY SUCCESSOR  PROVISION),  RESELL\n     OR  OTHERWISE   TRANSFER  THE  SECURITY  EVIDENCED  HEREBY  EXCEPT  (A)  TO\n     HEALTHSOUTH  CORPORATION  (THE  \"COMPANY\") OR ANY SUBSIDIARY  THEREOF,  (B)\n     PURSUANT TO AN EFFECTIVE  REGISTRATION  STATEMENT UNDER THE SECURITIES ACT,\n     (C) TO A QUALIFIED  INSTITUTIONAL  BUYER IN COMPLIANCE WITH RULE 144A UNDER\n     THE SECURITIES ACT, (D) TO AN INSTITUTIONAL ACCREDITED INVESTOR THAT, PRIOR\n     TO SUCH  TRANSFER,  FURNISHES  TO THE TRUSTEE FOR THE  SECURITIES  A SIGNED\n     LETTER CONTAINING CERTAIN  REPRESENTATIONS  AND AGREEMENTS  RELATING TO THE\n     RESTRICTIONS  ON TRANSFER  OF THE  SECURITY  EVIDENCED  HEREBY (THE FORM OF\n     WHICH  LETTER CAN BE OBTAINED  FROM SUCH  TRUSTEE),  (E) OUTSIDE THE UNITED\n     STATES IN COMPLIANCE WITH RULE 904 UNDER THE SECURITIES ACT OR (F) PURSUANT\n     TO  THE  EXEMPTION  FROM  REGISTRATION  PROVIDED  BY  RULE  144  UNDER  THE\n     SECURITIES  ACT (IF  AVAILABLE) AND (3) AGREES THAT IT WILL DELIVER TO EACH\n     PERSON  TO WHOM THE  SECURITY  EVIDENCED  HEREBY  IS  TRANSFERRED  A NOTICE\n     SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND. IN CONNECTION WITH ANY TRANSFER\n     OF THE SECURITY  EVIDENCED  HEREBY PRIOR TO THE  EXPIRATION  OF THE HOLDING\n     PERIOD  APPLICABLE  TO SALES OF THE  SECURITY  EVIDENCED  HEREBY UNDER RULE\n     144(K) UNDER THE  SECURITIES ACT (OR ANY SUCCESSOR  PROVISION),  THE HOLDER\n     MUST CHECK THE  APPROPRIATE BOX SET FORTH ON THE REVERSE HEREOF RELATING TO\n     THE MANNER OF SUCH TRANSFER AND SUBMIT THIS  CERTIFICATE TO THE TRUSTEE FOR\n     THE SECURITIES.  IF THE PROPOSED TRANSFEREE IS AN INSTITUTIONAL  ACCREDITED\n     INVESTOR OR A PURCHASER WHO IS NOT A U.S. PERSON, THE HOLDER MUST, PRIOR TO\n     SUCH \n\n\n\n                                       25\n\n\n\n\n     TRANSFER,  FURNISH TO THE TRUSTEE FOR THE SECURITIES  SUCH  CERTIFICATIONS,\n     LEGAL  OPINIONS  OR OTHER  INFORMATION  AS THE  COMPANY OR THE  TRUSTEE MAY\n     REASONABLY REQUIRE, TO CONFIRM THAT SUCH TRANSFER IS BEING MADE PURSUANT TO\n     AN EXEMPTION  FROM,  OR IN A TRANSACTION  NOT SUBJECT TO, THE  REGISTRATION\n     REQUIREMENTS  OF THE SECURITIES  ACT. THIS LEGEND WILL BE REMOVED AFTER THE\n     EXPIRATION  OF THE  HOLDING  PERIOD  APPLICABLE  TO SALES  OF THE  SECURITY\n     EVIDENCED  HEREBY  UNDER RULE  144(K)  UNDER THE  SECURITIES  ACT.  AS USED\n     HEREIN, THE TERMS \"OFFSHORE TRANSACTION,\" \"UNITED STATES\" AND \"U.S. PERSON\"\n     HAVE THE MEANINGS GIVEN TO THEM BY REGULATION S UNDER THE SECURITIES ACT.\n\n     Following  the  Transfer  Restriction  Termination  Date,  any  Security or\nsecurity  issued in exchange or  substitution  therefor  (other than  Securities\nacquired by the  Company or any  Affiliate  thereof  since the issue date of the\nSecurities)  may upon  surrender  of such  Security for exchange to the Security\nRegistrar in  accordance  with the  provisions of this Section 2.8, be exchanged\nfor a new Security or Securities,  of like tenor and aggregate principal amount,\nwhich shall not bear the restrictiv legend required by this Section 2.8(b).\n\nSECTION 2.9 Mutilated, Defaced, Destroyed, Lost and Stolen Securities.\n\n     In case any temporary or definitive  Security or any Coupon appertaining to\nany Security shall be mutilated, defaced, destroyed, lost or stolen, the Company\nin its  discretion  may execute and, upon the written  request of any officer of\nthe Company,  the Trustee shall  authenticate and deliver, a new Security of the\nsame series,  maturity date,  interest rate and original  issue date,  bearing a\nnumber or other  distinguishing  symbol not  contemporaneously  outstanding,  in\nexchange and substitution for the mutilated or defaced  Security,  or in lieu of\nand in substitution  for the Security so destroyed,  lost or stolen with Coupons\ncorresponding  to the  Coupons  appertaining  to the  Securities  so  mutilated,\ndefaced,  destroyed,  lost or stolen,  or in  exchange or  substitution  for the\nSecurity to which such  mutilated,  defaced,  destroyed,  lost or stolen  Coupon\nappertained,  with Coupons appertaining thereto  corresponding to the Coupons so\nmutilated, defaced, destroyed, lost or stolen. In every case the applicant for a\nsubstitute  Security or Coupon  shall  furnish to the Company and to the Trustee\nand any agent of the Company or the Trustee such security or indemnity as may be\nrequired by them to indemnify  and defend and to save each of them harmless and,\nin every case of destruction,  loss or theft,  evidence to their satisfaction of\nthe  destruction,  loss or theft of such Security or Coupon and of the ownership\nthereof,  and in the  case of  mutilation  or  defacement  shall  surrender  the\nSecurity and related Coupons to th Trustee or such agent.\n\n     Upon the  issuance of any  substitute  Security or Coupon,  the Company may\nrequire the payment of a sum  sufficient\n\n\n\n                                       26\n\n\n\n\nto cover any tax or other  governmental  charge  that may be imposed in relation\nthereto and any other expenses  (including the fees and expenses of the Trustee)\nor its agent  connected  therewith.  In case any  Security  or Coupon  which has\nmatured or is about to mature or has been  called for  redemption  in full shall\nbecome  mutilated or defaced or be  destroyed,  lost or stolen,  the Company may\ninstead of issuing a substitute  Security,  pay or authorize  the payment of the\nsame or the relevant Coupon (without  surrender  thereof except in the case of a\nmutilated  or defaced  Security or Coupon),  if the  applicant  for such payment\nshall  furnish to the Company and to the Trustee and any agent of the Company or\nthe Trustee  such  security or indemnity as any of them may require to save each\nof them  harmless,  and,  in  every  case of  destruction,  loss or  theft,  the\napplicant  shall also furnish to th Company and the Trustee and any agent of the\nCompany or the Trustee evidence to their  satisfaction of the destruction,  loss\nor theft of such Security or Coupons and of the ownership thereof.\n\n     Every  substitute  Security or Coupon of any series issued  pursuant to the\nprovisions  of this  Section  by virtue of the fact  that any such  Security  or\nCoupon is destroyed,  lost or stolen shall constitute an additional  contractual\nobligation of the Company, whether or not the destroyed, lost or stolen Security\nor Coupon  shall be at any time  enforceable  by anyone and shall be entitled to\nall the benefits of (but shall be subject to all the  limitations  of rights set\nforth in) this  Indenture  equally  and  proportionately  with any and all other\nSecurities or Coupons of such series duly authenticated and delivered hereunder.\nAll  Securities  and Coupons shall be held and owned upon the express  condition\nthat,  to the extent  permitted by law, the foregoing  provisions  are exclusive\nwith respect to the  replacement or payment of mutilated,  defaced or destroyed,\nlost or stolen  Securities  and  Coupons  and shall  preclude  any and all other\nrights or remedies  notwithstanding  any law or statute  existing  or  hereafter\nenacted to the contrary with respect to the replacement or payment of negotiable\ninstruments or other securities without their surrender.\n\nSECTION 2.10 Cancellation of Securities; Destruction Thereof.\n\n     All   Securities   and  Coupons   surrendered   for  payment,   redemption,\nregistration  of  transfer  or  exchange,  or for credit  against any payment in\nrespect of a sinking or analogous fund, if any, if surrendered to the Company or\nany agent of the  Company or the Trustee or any agent of the  Trustee,  shall be\ndelivered to the Trustee or its agent for cancellation or, if surrendered to the\nTrustee,  shall be canceled by it; and no  Securities or Coupons shall be issued\nin lieu thereof  except as expressl  permitted by any of the  provisions of this\nIndenture.  The Trustee or its agent shall  dispose of canceled  Securities  and\nCoupons held by it and deliver a certificate of  disposition to the Company.  If\nthe Company or its agent shall acquire any of the  Securities  or Coupons,  such\nacquisition   shall  not  operate\n\n\n\n                                       27\n\n\n\n\nas a  redemption  or  satisfaction  of  the  indebtedness  represented  by  such\nSecurities or Coupons  unless and until the same are delivered to the Trustee or\nits agent for cancellation.\n\nSECTION 2.11 Temporary Securities.\n\n     Pending the  preparation  of  definitive  Securities  for any  series,  the\nCompany may execute and the Trustee  shall  authenticate  and deliver  temporary\nSecurities  for such series  (printed,  lithographed,  typewritten  or otherwise\nreproduced,  in each  case  in  form  satisfactory  to the  Trustee).  Temporary\nSecurities  of any series  shall be issuable as  Registered  Securities  without\ncoupons, or as Unregistered Securities with or without coupons attached thereto,\nof any authorized denomination,  and substantially in the form of the definitive\nSecurities of such series but with such omissions,  insertions and variations as\nmay be  appropriate  for temporary  Securities,  all as may be determined by the\nCompany with the  concurrence  of the Trustee as evidenced by the  execution and\nauthentication thereof.  Temporary Securities may contain such references to any\nprovisions of this Indenture as may be  appropriate.  Every  temporary  Security\nshall be executed by the Company and be  authenticated  by the Trustee  upon the\nsame conditions and in substantially  the same manner,  and with like effect, as\nthe definitive Securities.  Without unreasonable delay the Company shall execute\nand shall furnish definitive  Securities of such series and thereupon  temporary\nRegistered  Securities of such series may be  surrendered  in exchange  therefor\nwithout charge at each office or agency to be maintained by the Company for that\npurpose pursuant to Section 3.2 and, in the case of Unregistered Securities,  at\nany agency  maintained by the Company for such purpose as specified  pursuant to\nSection 2.4, and the Trustee shall authenticate and deliver in exchange for such\ntemporary  Securities  of such  series an equal  aggregate  principal  amount of\ndefinitive Securities of the same series having authorized denominations and, in\nthe case of Unregistered  Securities,  having  attached  thereto any appropriate\nCoupons.  Until so exchanged,  the  temporary  Securities of any series shall be\nentitled to the same benefits under this  Indenture as definitive  Securities of\nsuch  series,   unless  otherwise  established  pursuant  to  Section  2.3.  The\nprovisions of this Section are subject to any restrictions or limitations on the\nissue and delivery of temporary  Unregistered  Securities of any series that may\nbe   established   pursuant  to  Section  2.4   (including  any  provision  that\nUnregistered  Securities  of such  series  initially  be issued in the form of a\nsingle  global  Unregistered  Security to be delivered to a depositary or agency\nlocated  outside  the  United  States  and  the  procedures  pursuant  to  which\ndefinitive or global  Unregistered  Securities of such series would be issued in\nexchange for such temporary global Unregistered Security).\n\n\n\n                                       28\n\n\n\n\n                                    ARTICLE 3\n\n                            COVENANTS OF THE COMPANY\n\nSECTION 3.1 Payment of Principal and Interest.\n\n     The  Company  covenants  and  agrees  for the  benefit  of each  series  of\nSecurities  that it  will  duly  and  punctually  pay or  cause  to be paid  the\nprincipal  of, and interest on, if any,  each of the  Securities  of such series\n(together  with any  additional  amounts  payable  pursuant to the terms of such\nSecurities) at the place or places,  at the respective  time or times and in the\nmanner  provided in such  Securities  and in the Coupons,  if any,  appertaining\nthereto and in this Indenture.  The interest on Securities with Coupons attached\n(together  with any  additional  amounts  payable  pursuant to the terms of such\nSecurities) shall be payable only upon presentation and surrender of the several\nCoupons  for  such  interest  installments  as are  evidenced  thereby  as  they\nseverally mature. If any temporary  Unregistered Security provides that interest\nthereon may be paid while such  Security is in temporary  form,  the interest on\nany such temporary  Unregistered  Security (together with any additional amounts\npayable  pursuant  to the  terms of such  Security)  shall  be  paid,  as to the\ninstallments of interest  evidenced by Coupons  attached  thereto,  if any, only\nupon presentation and surrender  thereof,  and, as to the other  installments of\ninterest, if any, only upon presentation of such Securities for notation thereon\nof the payment of such interest,  in each case subject to any restrictions  that\nmay be established pursuant to Section 2.4. The interest,  if any, on Registered\nSecurities  (together with any additional  amounts payable pursuant to the terms\nof such  Securities)  shall be payable only to or upon the written  order of the\nHolders thereof and, at the option of the Company,  may be paid by wire transfer\nor by mailing  checks for such interest  payable to or upon the written order of\nsuch Holders at their last addresses as they appear on the Security  Register of\nthe Company.\n\nSECTION 3.2 Offices for Payments, Etc.\n\n     So long as any Registered  Securities are authorized for issuance  pursuant\nto this Indenture or are outstanding hereunder, the Company will maintain in the\nBorough  of  Manhattan,  The City of New York,  an  office  or agency  where the\nRegistered  Securities  of each series may be presented  for payment,  where the\nSecurities  of each series may be presented  for exchange as is provided in this\nIndenture and, if  applicable,  pursuant to Section 2.4 and where the Registered\nSecurities  of each series ma be presented  for  registration  of transfer as in\nthis Indenture provided.\n\n     The  Company  will  maintain  one or more  offices or agencies in a city or\ncities  located  outside the United States  (including any city in which such an\nagency is required  to be\n\n\n\n                                       29\n\n\n\n\nmaintained under the rules of any stock exchange on which the Securities of such\nseries are listed) where the Unregistered Securities, if any, of each series and\nCoupons, if any,  appertaining  thereto may be presented for payment. No payment\non any  Unregistered  Security or Coupon will be made upon  presentation  of suc\nUnregistered  Security or Coupon at an agency of the  Company  within the United\nStates nor will any  payment be made by transfer to an account in, or by mail to\nan address in, the United  States unless  pursuant to  applicable  United States\nlaws and  regulations  then in  effect  such  payment  can be made  without  tax\nconsequences adverse to the Company.  Notwithstanding the foregoing, payments in\nDollars  of  Unregistered  Securities  of any series  and  Coupons  appertaining\nthereto  which are  payable in Dollars  may be made at an agency of the  Company\nmaintained in the Borough of Manhattan,  The City of New York if such payment in\nDollars at each agency  maintained by the Company  outside the United States for\npayment on such Unregistered  Securities is illegal or effectively  precluded by\nexchange controls or other similar restrictions.\n\n     The Company  will  maintain in the  Borough of  Manhattan,  The City of New\nYork,  an office or agency  where  notices and demands to or upon the Company in\nrespect of the  Securities of any series,  the Coupons  appertaining  thereto or\nthis Indenture may be served.\n\n     The Company will give to the Trustee written notice of the location of each\nsuch office or agency and of any change of location thereof. In case the Company\nshall fail to maintain any agency  required by this Section to be located in the\nBorough of Manhattan, The City of New York, or shall fail to give such notice of\nthe  location or for any change in the  location  of any of the above  agencies,\npresentations and demands may be made and notices may be served at the Corporate\nTrust Office of the Trustee.\n\n     The Company may from time to time designate one or more additional  offices\nor  agencies  where the  Securities  of a series  and any  Coupons  appertaining\nthereto may be presented for payment, where the Securities of that series may be\npresented for exchange as provided in this Indenture and pursuant to Section 2.4\nand  where  the  Registered  Securities  of that  series  may be  presented  for\nregistration of transfer as in this Indenture provided, and the Company may from\ntime to time rescind any such designation,  as the Company may deem desirable or\nexpedient;  provided, that no such designation or rescission shall in any manner\nrelieve the Company of its obligations to maintain the agencies  provided for in\nthis Section. The Company shall give to the Trustee prompt written notice of any\nsuch designation or rescission thereof.\n\nSECTION 3.3 Appointment to Fill a Vacancy in Office of Trustee.\n\n     The Company, whenever necessary to avoid or fill a\n\n\n\n                                       30\n\n\n\n\nvacancy in the office of  Trustee,  will  appoint,  in the  manner  provided  in\nSection  6.10,  a Trustee,  so that there  shall at all times be a Trustee  with\nrespect to each series of Securities hereunder.\n\nSECTION 3.4 Paying Agents.\n\n     Whenever  the Company  shall  appoint a Paying Agent other than the Trustee\nwith respect to the Securities of any series, it will cause such Paying Agent to\nexecute and deliver to the Trustee an instrument in which such agent shall agree\nwith the Trustee, subject to the provisions of this Section,\n\n          (a) that it will hold all sums  received  by it as such  agent for the\n     payment of the  principal of or interest on the  Securities  of such series\n     (whether  such sums have  been  paid to it by the  Company  or by any other\n     obligor on the  Securities  of such series) in trust for the benefit of the\n     Holders of the Securities of such series, or Coupons appertaining  thereto,\n     if any, or of the Trustee;\n\n          (b) that it will give the Trustee notice of any failure by the Company\n     (or by any other  obligor  on the  Securities  of such  series) to make any\n     payment of the  principal of or interest on the  Securities  of such series\n     when the same shall be due and payable; and\n\n          (c)  that it will  pay any  such  sums so held in  trust  by it to the\n     Trustee  upon  the  Trustee's  written  request  at  any  time  during  the\n     continuance of the failure referred to in the foregoing clause (b).\n\n     The  Company  will,  on or prior to each  due date of the  principal  of or\ninterest on the  Securities of such series,  deposit with the Paying Agent a sum\nsufficient  to pay such  principal or interest so becoming due, and (unless such\nPaying Agent is the Trustee) the Company will promptly notify the Trustee of any\nfailure to take such action.\n\n     If the  Company  shall act as its own  Paying  Agent  with  respect  to the\nSecurities  of any series,  it will, on or before each due date of the principal\nof or interest on the Securities of such series,  set aside,  segregate and hold\nin trust for the benefit of the Holders of the  Securities of such series or the\nCoupons  appertaining thereto a sum sufficient to pay such principal or interest\nso becoming due. The Company will promptly  notify the Trustee of any failure to\ntake such action.\n\n     Anything in this  Section to the contrary  notwithstanding,  but subject to\nSection  10.1,  the  Company  may at any time,  for the  purpose of  obtaining a\nsatisfaction  and  discharge  with  respect  to one or  more  or all  series  of\nSecurities  hereunder,  or for any other reason,  pay or cause to be paid to the\nTrustee  all sums held in trust for any such series by the Company or any Paying\nAgent  hereunder,  as  required  by this  Section,  such  sums\n\n\n\n                                       31\n\n\n\n\nto be held by the Trustee upon the trusts herein contained.\n\n     Anything in this Section to the contrary notwithstanding,  the agreement to\nhold sums in trust as provided in this Section is subject to the  provisions  of\nSections 10.3 and 10.4.\n\nSECTION 3.5 Compliance Certificates.\n\n     The Company  will  furnish to the  Trustee on or before  January 31 in each\nyear  (beginning  with  January 31,  1999) a brief  certificate  (which need not\ncomply with Section 11.5) from the principal executive,  financial or accounting\nofficer of the  Company  stating  that in the course of the  performance  by the\nsigner  of his or her  duties  as an  officer  of the  Company  he or she  would\nnormally have knowledge of any default or  non-compliance  by the Company in the\nperformance of any covenants or conditions contained in this Indenture,  stating\nwhether or not he or she has  knowledge  of any such  default or  non-compliance\nand, if so,  describing each such default or non- compliance of which the signer\nhas knowledge and the nature thereof.\n\nSECTION 3.6 Corporate Existence.\n\n     Subject to Article  9, the  Company  will do or cause to be done all things\nnecessary to preserve and keep in full force and effect its corporate  existence\nand the rights (charter and  statutory),  licenses and franchises of the Company\nand its  Subsidiaries;  provided,  that the  Company  shall not be  required  to\npreserve  any such  right,  license or  franchise,  if, in the  judgment  of the\nCompany,  the preservation  thereof is no longer desirable in the conduct of the\nbusiness  of the  Company  and its  Subsidiaries  taken as a whole  and the loss\nthereof is not disadvantageous in any material respect to the Securityholders.\n\nSECTION 3.7 Maintenance of Properties.\n\n     The Company will cause all  properties  used in or useful in the conduct of\nits business or the business of any Subsidiary to be maintained and kept in good\ncondition,  repair, and working order and supplied with all necessary  equipment\nand  will  cause  to be made  all  necessary  repairs,  renewals,  replacements,\nbetterments and improvements  thereof, all as in the judgment of the Company may\nbe necessary,  so that the business  carried on in  connection  therewith may be\nproperly and advantageously  conducted at all time except to the extent that the\nCompany may be  prevented  from so doing by  circumstances  beyond its  control;\nprovided,   that  nothing  in  this  Section  shall  prevent  the  Company  from\ndiscontinuing  the  operation  or  maintenance  of any of  such  properties,  or\ndisposing of any of them, if such discontinuance or disposal is, in the judgment\nof the Company  desirable  in the conduct of the  business of the Company or any\nSubsidiary   and  not   disadvantageous   in  any   material   respect   to  the\nSecurityholders.\n\n\n\n                                       32\n\n\n\n\nSECTION 3.8 Payment of Taxes and Other Claims.\n\n     The Company will pay or discharge or cause to be paid or discharged, before\nthe same shall become  delinquent:  (a) all taxes,  assessments and governmental\ncharges levied or imposed upon the Company or any Subsidiary or upon the income,\nprofits or property of the Company or any Subsidiary;  and (b) all lawful claims\nfor labor, materials, and supplies, which, if unpaid, might by law become a lien\nupon the property of the Company or any Subsidiary;  provided,  that the Company\nshall not be required to pay or discharge or cause to be paid or discharged  any\nsuch tax, assessment, charge or claim whose amount, applicability or validity is\nbeing contested in good faith by appropriate  proceedings;  and provided further\nthat the Company  shall not be required  to cause to be paid or  discharged  any\nsuch tax,  assessment,  charge or claim if the Company shall determine that such\npayment is not  advantageous  to the conduct of the  business of the Company and\nits Subsidiaries taken as a whole and that the failure so to pay or discharge is\nnot disadvantageous in any material respect to the Securityholders.\n\nSECTION 3.9 Luxembourg Publications.\n\n     In the event of the  publication  of any notice  pursuant to Section  5.15,\n6.11(a),  6.12,  8.2,  10.4 or 13.2,  the party making such  publication  in the\nBorough of Manhattan,  The City of New York and London shall also, to the extent\nthat notice is required  to be given to Holders of  Securities  of any series by\napplicable  Luxembourg  law or stock  exchange  regulation,  as  evidenced by an\nOfficer's  Certificate  delivered to such party,  make a similar  publication in\nLuxembourg.\n\nSECTION 3.10 Usury Laws.\n\n     The Company  covenants and agrees:  (a) not to insist upon, or plead, or in\nany manner whatsoever claim the benefit or the advantage of the usury law of any\njurisdiction  against the Trustee or the Holders in  connection  with any claim,\naction or proceeding which may be brought by the Trustee or the Holders in order\nto enforce any right or remedy under this  Indenture;  and (b) to resist any and\nall efforts to compel the Company to claim the benefit or the  advantage  of the\nusury law of any  jurisdiction  against the Trustee or the Holders in connection\nwith any claim,  action or proceeding which may be brought by the Trustee or the\nHolders in order to enforce any right or remedy under this Indenture.\n\n\n\n\n\n                                       33\n\n\n\n\n                                    ARTICLE 4\n\n                     SECURITYHOLDER LISTS AND REPORTS BY THE\n                             COMPANY AND THE TRUSTEE\n\nSECTION 4.1 Company to Furnish Trustee  Information as to Names and Addresses of\n            Securityholders.\n\n     If and so long as the Trustee  shall not be the Security  Registrar for the\nSecurities of any series,  the Company and any other  obligor on the  Securities\nwill  furnish or cause to be furnished to the Trustee a list in such form as the\nTrustee may reasonably  require of the names and addresses of the Holders of the\nRegistered  Securities  of such  series  pursuant  to  Section  312 of the Trust\nIndenture Act:\n\n          (a) semi-annually not more than 15 days after each Regular Record Date\n     for the payment of interest on such Registered  Securities,  as hereinabove\n     specified, as of such record date and on dates to be determined pursuant to\n     Section 2.4 for non-interest  bearing  Registered  Securities in each year;\n     and\n\n          (b) at such  other  times as the  Trustee  may  reasonably  request in\n     writing,  within  thirty  days  after  receipt  by the  Company of any such\n     request  as of a date  not  more  than  15  days  prior  to the  time  such\n     information is furnished.\n\nSECTION 4.2 Preservation of Information; Communications to Holders.\n\n          (a) The Trustee shall preserve,  in as current a form as is reasonably\n     practicable,  the names and  addresses  of  Holders  contained  in the most\n     recent  list  furnished  to the  Trustee as provided in Section 4.1 and the\n     names and  addresses of Holders  received by the Trustee in its capacity as\n     Security  Registrar.  The Trustee may destroy any list  furnished  to it as\n     provided in Section 4.1 upon receipt of a new list so furnished.\n\n          (b) The rights of  Holders to  communicate  with  other  Holders  with\n     respect to their rights under this Indenture or under the  Securities,  and\n     the corresponding rights and duties of the Trustee, shall be as provided by\n     the Trust Indenture Act.\n\n          (c) Every Holder of  Securities,  by  receiving  and holding the same,\n     agrees with the Company  and the Trustee  that  neither the Company nor the\n     Trustee nor any agent of either of them shall be held accountable by reason\n     of any  disclosure of information as to names\n\n\n\n                                       34\n\n\n\n\n     and addresses of Holders made pursuant to the Trust Indenture Act.\n\nSECTION 4.3 Reports by Trustee.\n\n          (a) The Trustee shall transmit to Holders such reports  concerning the\n     Trustee and its actions under this Indenture as may be required pursuant to\n     the Trust  Indenture Act at the times and in the manner  provided  pursuant\n     thereto.\n\n          (b) A copy of each such report shall, at the time of such transmission\n     to Holders, be filed by the Trustee with each stock exchange upon which the\n     Securities  are  listed,  with the  Commission  and with the  Company.  The\n     Company will notify the Trustee when the Securities are listed on any stock\n     exchange.\n\nSECTION 4.4 Reports by Company.\n\n     The Company shall file with the Trustee and the Commission, and transmit to\nHolders,  such  information,  documents and other  reports,  and such  summaries\nthereof, as may be required pursuant to the Trust Indenture Act at the times and\nin the manner provided pursuant to such Act; provided that any such information,\ndocuments  or reports  required  to be filed  with the  Commission  pursuant  to\nSection 13 or 15(d) of the Exchange Act,  shall be filed with the Trustee within\n15 days after the same is so required to be filed with the Commission.\n\n                                    ARTICLE 5\n\n                   REMEDIES OF THE TRUSTEE AND SECURITYHOLDERS\n                               ON EVENT OF DEFAULT\n\nSECTION 5.1 Event of  Default  Defined,  Acceleration  of  Maturity;  Waiver  of\n            Default.\n\n     \"Event of Default\" with respect to Securities of any series,  wherever used\nherein,  means each one of the following events which shall have occurred and be\ncontinuing  (whatever  the reason for such Event of Default and whether it shall\nbe  voluntary or  involuntary  or be effected by operation of law or pursuant to\nany judgment,  decree or order of any court or any order,  rule or regulation of\nany administrative or governmental body):\n\n          (a) default in the payment of any  installment of interest upon any of\n     the  Securities  of such  series as and when the same shall  become due and\n     payable, and continuance of such default for a period of 30 days; or\n\n\n\n                                       35\n\n\n\n\n          (b) default in the payment of all or any part of the principal, or any\n     premium, on any of the Securities of such series as and when the same shall\n     become  due and  payable  either  at  Maturity,  upon  any  redemption,  by\n     declaration or otherwise; or\n\n          (c) default in the payment of any sinking fund installment as and when\n     the same shall  become due and  payable by the terms of the  Securities  of\n     such series; or\n\n          (d) failure on the part of the Company  duly to observe or perform any\n     other of the  covenants  or  agreements  on the part of the  Company in the\n     Securities  of such series or  contained  in this  Indenture  (other than a\n     covenant or agreement  included in this Indenture solely for the benefit of\n     a series of  Securities  other  than such  series)  for a period of 60 days\n     after the date on which written  notice  specifying  such failure,  stating\n     that such notice is a \"Notice of Default\"  hereunder and demanding that the\n     Company  remedy the same,  shall have been given by registered or certified\n     mail, return receipt  requested,  to the Company by the Trustee,  or to the\n     Company  and the  Trustee  by the  holders  of at  least  25% in  aggregate\n     principal amount of the Outstanding  Securities of the series to which such\n     covenant or agreement relates; or\n\n          (e)  default  under any bond,  debenture,  note or other  evidence  of\n     indebtedness  for money  borrowed by the Company or any Subsidiary or under\n     any mortgage, indenture or instrument under which there may be issued or by\n     which there may be secured or evidenced any indebtedness for money borrowed\n     by the Company or any Subsidiary,  whether such  indebtedness now exists or\n     shall   hereafter  be  created,   if  (i)  such  default  results  in  such\n     indebtedness  becoming or being  declared due and payable prior to the date\n     on which it would  otherwise  become due and  payable,  (ii) the  principal\n     amount of such  indebtedness,  together  with the  principal  amount of any\n     other  such  indebtedness   which  has  been  so  accelerated,   aggregates\n     $25,000,000 or more at any one time outstanding and (iii) such indebtedness\n     is not  discharged,  or such  acceleration  is not  rescinded  or annulled,\n     within a period of 10 days after there shall have been given to the Company\n     by the  Trustee or to the  Company and the Trustee by the Holders of at 25%\n     in  aggregate  principal  amount of the  Securities  of each such  affected\n     series then Outstanding  hereunder a written notice specifying such default\n     and  requiring the Company to cause such  indebtedness  to be discharged or\n     cause such acceleration to be rescinded or annulled; or\n\n          (f) a court having  jurisdiction  in the premises\n\n\n\n                                       36\n\n\n\n\n     shall  enter a decree or order for relief in respect of the  Company or any\n     Significant   Subsidiary  in  an  involuntary  case  under  any  applicable\n     bankruptcy,  insolvency or other similar law now or hereafter in effect, or\n     appointing   a  receiver,   liquidator,   assignee,   custodian,   trustee,\n     sequestrator  (or  similar  official)  of the  Company  or any  Significant\n     Subsidiary  for any  substantial  part of its or their property or ordering\n     the winding up or liquidation  of its or their affairs,  and such decree or\n     order shall remain  unstayed  and in effect for a period of 60  consecutive\n     days; or\n\n          (g)  the  Company  or any  Significant  Subsidiary  shall  commence  a\n     voluntary case under any applicable bankruptcy, insolvency or other similar\n     law now or  hereafter  in  effect,  or consent to the entry of an order for\n     relief  in an  involuntary  case  under  any such law,  or  consent  to the\n     appointment  or taking  possession  by a  receiver,  liquidator,  assignee,\n     custodian,  trustee,  sequestrator (or similar  official) of the Company or\n     any  Significant  Subsidiary  or for any  substantial  part of it or  their\n     property, or make any general assignment for the benefit of creditors; or\n\n          (h) any other Event of Default provided in the supplemental indenture,\n     Board  Resolution  or  Officer's  Certificate  under  which such  series of\n     Securities is issued or in the form of Security for such series.\n\nSECTION 5.2 Acceleration of Maturity; Rescission and Annulment.\n\n     If an Event of Default  described in clause (a),  (b), (c), (d), (e) or (h)\nof Section 5.1 (if the Event of Default under clause (d) or (h), as the case may\nbe, is with  respect to less than all  series of  Securities  then  Outstanding)\noccurs and is continuing,  then, and in each and every such case, except for any\nseries of Securities  the  principal of which shall have already  become due and\npayable,  either the  Trustee or the  Holders of not less than 25% in  aggregate\nprincipal amount of the Securities of each such affected series then Outstanding\nhereunder  (each such series voting as a separate class) by notice in writing to\nthe Company  (and to the Trustee if given by  Securityholders),  may declare the\nentire principal (or, if the Securities of any such affected series are Original\nIssue  Discount  Securities,  such  portion  of the  principal  amount as may be\nspecified in the terms of such series) of all  Securities  of all such  affected\nseries,  and  the  interest  accrued  thereon,  if any,  to be due  and  payable\nimmediately,  and upon any such declaration,  the same shall become  immediately\ndue and payable.\n\n     If an Event of Default  described  in clause (d) or (h) of Section 5.1 with\nrespect to all series of  Securities  then\n\n\n\n                                       37\n\n\n\n\nOutstanding,  or an Event of Default described in clause (f) or (g) above occurs\nand is continuing,  then, and in each and every such case,  unless the principal\nof all of the Securities  shall have already become due and payable,  either the\nTrustee or the Holders of not less than 25% in aggregate principal amount of all\nof the Securities then Outstanding hereunder (treated as one class) by notice in\nwriting to the  Company  (and to the Trustee if given by  Securityholders),  may\ndeclare the entire  principal  (or, if the Securities of any series are Original\nIssue  Discount  Securities,  such  portion  of the  principal  amount as may be\nspecified  in  the  terms  of  such  series)  of  all  of  the  Securities  then\nOutstanding,  and the interest  accrued  thereon,  if any, to be due and payable\nimmediately,  and upon such declaration,  the same shall become  immediately due\nand payable.\n\n     The foregoing  provisions are subject to the condition that if, at any time\nafter  the  principal  (or,  if  the  Securities  are  Original  Issue  Discount\nSecurities,  such  portion of the  principal  as may be  specified  in the terms\nthereof) of the Securities of any series (or of all the Securities,  as the case\nmay be) shall have been so declared due and payable,  and before any judgment or\ndecree for the payment of the moneys due shall have been  obtained or entered as\nhereinafter provided,\n\n          (A) the  Company  shall pay or shall  deposit  with the  Trustee a sum\n     sufficient to pay\n\n               (i) all matured  installments of interest upon all the Securities\n          of each such series (or all the Securities, as the case may be); and\n\n               (ii) the principal of any and all  Securities of each such series\n          (or of all the Securities, as the case may be) which shall have become\n          due otherwise than by acceleration; and\n\n               (iii)  interest  upon such  principal  and,  to the  extent  that\n          payment of such  interest  is  enforceable  under  applicable  law, on\n          overdue  installments  of  interest,  at the same  rate as the rate of\n          interest or Yield to Maturity (in the case of Original  Issue Discount\n          Securities) specified in the Securities of each such series (or at the\n          respective  rates  of  interest  or  Yields  to  Maturity  of all  the\n          Securities,  as the  case  may  be) to the  date of  such  payment  or\n          deposit; and\n\n               (iv) all amounts payable to the Trustee  pursuant to Section 6.6;\n          and\n\n          (B) all  Events  of  Default  under  the  Indenture,  other  than  the\n     non-payment  of the principal of Securities  which shall have become due by\n     acceleration,  shall  have been  cured,  waived or  otherwise  remedied  as\n     provided herein,\n\n\n\n                                       38\n\n\n\n\nthen and in every such case the  Holders of a majority  in  aggregate  principal\namount of all the  Securities of each such series,  each such series voting as a\nseparate class (or of all the Securities, as the case may be, voting as a single\nclass),  then Outstanding,  by written notice to the Company and to the Trustee,\nmay waive all defaults  with respect to each such series (or with respect to all\nthe Securities,  as the case may be) and rescind and annul such  declaration and\nits consequences,  but no such waive or rescission and annulment shall extend to\nor shall  affect any  subsequent  default or shall  impair any right  consequent\nthereon.\n\n     For all purposes under this Indenture, if a portion of the principal of any\nOriginal Issue Discount  Securities shall have been accelerated and declared due\nand  payable  pursuant  to the  provisions  hereof,  then,  from and after  such\ndeclaration,  unless such  declaration  has been  rescinded  and  annulled,  the\nprincipal amount of such Original Issue Discount Securities shall be deemed, for\nall purposes hereunder,  to be such portion of the principal thereof as shall be\ndue and payable as a result of such acceleration, and payment of such portion of\nthe  principal  thereof  as  shall  be due  and  payable  as a  result  of  such\nacceleration,  together  with  interest,  if any,  thereon and all other amounts\nowing  thereunder,  shall  constitute  payment  in full of such  Original  Issue\nDiscount Securities.\n\nSECTION 5.3 Collection of Indebtedness by Trustee; Trustee May Prove Debt .\n\n     The Company covenants that (a) in case default shall be made in the payment\nof any  installment of interest on any of the Securities of any series when such\ninterest  shall  have  become  due and  payable,  and such  default  shall  have\ncontinued  for a period of 30 days,  or (b) in case default shall be made in the\npayment  of all or any part of the  principal  of any of the  Securities  of any\nseries when the same shall have become due and payable, whether upon Maturity of\nthe  Securities  of such  series or upon any  redemption  or by  declaration  or\notherwise,  then upon demand of the Trustee, the Company will pay to the Trustee\nfor the benefit of the Holders of the Securities of such series the whole amount\nthat then shall have become due and payable on all  Securities  of such  series,\nand such Coupons, for principal and interest,  as the case may be (with interest\nto the date of such payment upon the overdue  principal  and, to the extent that\npayment  of such  interest  is  enforceable  under  applicable  law,  on overdue\ninstallments  of  interest  at the same rate as the rate of interest or Yield to\nMaturity (in the case of Original  Issue Discount  Securities)  specified in the\nSecurities  of such series);  and in addition  thereto,  such further  amount as\nshall be  sufficient  to cover the costs and  expenses of  collection,  and such\nother amount due the Trustee  under Section 6.6 in respect of Securities of such\nseries.\n\n     Until such demand is made by the Trustee, the Company\n\n\n\n                                       39\n\n\n\n\nmay pay the  principal  of and interest on the  Securities  of any series to the\nregistered Holders, whether or not the Securities of such series be overdue.\n\nSECTION 5.4 Trustee May File Proofs of Claims.\n\n     In case the Company  shall fail  forthwith  to pay such  amounts  upon such\ndemand,  the Trustee,  in its own name as trustee of an express trust,  shall be\nentitled  and  empowered  to institute  any action or  proceedings  at law or in\nequity for the  collection of the sums so due and unpaid,  and may prosecute any\nsuch action or proceedings to judgment or final decree, and may enforce any such\njudgment  or  final  decree  against  the  Company  or  other  obligor  upon the\nSecurities and collect in the manner  provided by law out of the property of the\nCompany or other obligor upon the Securities,  wherever situated, all the moneys\nadjudged or decreed to be payable.\n\n     In case there shall be pending  proceedings  relative to the Company or any\nother  obligor upon the  Securities  under Title 11 of the United States Code or\nany other applicable  Federal or state  bankruptcy,  insolvency or other similar\nlaw, or in case a receiver, assignee or trustee in bankruptcy or reorganization,\nliquidator,  sequestrator  or similar  official shall have been appointed for or\ntaken  possession  of the Company or its property or such other  obligor,  or in\ncase of any other  comparable  judicial  proceedings  relative to the Company or\nother  obligor  upon the  Securities,  or to the  creditors  or  property of the\nCompany  or such  other  obligor,  the  Trustee,  irrespective  of  whether  the\nprincipal of the Securities  shall then be due and payable as therein  expressed\nor by  declaration  or otherwise and  irrespective  of whether the Trustee shall\nhave made any  demand  pursuant  to the  provisions  of this  Section,  shall be\nentitled and empowered, by intervention in such proceedings or otherwise:\n\n          (a) to file and  prove a claim  or  claims  for the  whole  amount  of\n     principal  and interest  (or, if the  Securities of any series are Original\n     Issue Discount  Securities,  such portion of the principal amount as may be\n     specified in the terms of such  series)  owing and unpaid in respect of the\n     Securities of any series, and to file such other papers or documents as may\n     be  necessary  or  advisable  in order to have the  claims  of the  Trustee\n     (including any claim for amounts  payable to the Trustee under Section 6.6)\n     and of the Securityholders  allowed in any judicial proceedings relative to\n     the Company or other  obligor upon the  Securities,  or to the creditors or\n     property of the Company or such other obligor; and\n\n          (b) unless  prohibited by applicable law and  regulations,  to vote on\n     behalf of the holders of the  Securities of any series in any election of a\n     receiver,   assignee,   trustee  or  a  standby   trustee  in  arrangement,\n     reorganization,  liquidation or other bankruptcy or insolvency proceedings,\n     custodian or\n\n\n\n                                       40\n\n\n\n\n     other  person   performing   similar  functions  in  respect  of  any  such\n     proceedings; and\n\n          (c) to collect  and receive  any moneys or other  property  payable or\n     deliverable on any such claims, and to distribute all amounts received with\n     respect to the claims of the  Securityholders  and of the  Trustee on their\n     behalf;  and any  trustee,  receiver,  or  liquidator,  custodian  or other\n     similar  official  performing  similar  functions  in  respect  of any such\n     proceedings  is hereby  authorized by each of the  Securityholders  to make\n     payments to the Trustee,  and, in the event that the Trustee  shall consent\n     to the making of payments  directly to the  Securityholders,  to pay to the\n     Trustee its costs and expenses of  collection  and all other amounts due to\n     it pursuant to Section 6.6.\n\n     Nothing  herein  contained  shall be deemed to  authorize  the  Trustee  to\nauthorize  or  consent  to or vote  for or  accept  or adopt  on  behalf  of any\nSecurityholder   any  plan  of   reorganization,   arrangement,   adjustment  or\ncomposition  affecting the  Securities of any series or the rights of any Holder\nthereof,  or to  authorize  the  Trustee  to vote in respect of the claim of any\nSecurityholder in any such proceeding, except as aforesaid in clause (b).\n\nSECTION 5.5 Trustee May Enforce Claims Without Possession of Securities.\n\n     All rights of action and of asserting claims under this Indenture, or under\nany of the Securities of any series or Coupons  appertaining to such Securities,\nmay be enforced by the Trustee  without the  possession of any of the Securities\nof such series or Coupons  appertaining  to such  Securities  or the  production\nthereof in any trial or other proceedings  relative thereto, and any such action\nor  proceedings  instituted  by the Trustee  shall be brought in its own name as\ntrustee of an express  trust,  and any recovery of judgment  shall be awarded to\nthe Trustee for ratable distribution to the Holders of the Securities or Coupons\nappertaining to such Securities in respect of which such action was taken, after\npayment  of all sums due to the  Trustee  under  Section  6.6 in respect of such\nSecurities.\n\n     In any  proceedings  brought  by the  Trustee  (and  also  any  proceedings\ninvolving the  interpretation  of any  provision of this  Indenture to which the\nTrustee shall be a party) the Trustee shall be held to represent all the Holders\nof the Securities or Coupons appertaining to such Securities in respect to which\nsuch action was taken, and it shall not be necessary to make any Holders of such\nSecurities  or  Coupons  appertaining  to such  Securities  parties  to any such\nproceedings.\n\n\n\n                                       41\n\n\n\n\nSECTION 5.6 Application of Proceeds.\n\n     Any moneys  collected by the Trustee pursuant to this Article in respect of\nany series shall be applied in the following order at the date or dates fixed by\nthe  Trustee  and,  in case of the  distribution  of such  moneys on  account of\nprincipal or interest,  upon presentation of the several  Securities and Coupons\nappertaining  to such  Securities in respect of which monies have been collected\nand stamping (or otherwise noting) thereon the payment, or issuing Securities of\nsuch  series  in  reduced  principal  amounts  in  exchange  for  the  presented\nSecurities of like series if only partially  paid, or upon surrender  thereof if\nfully paid:\n\n          FIRST: To the payment of costs and expenses  applicable to such series\n     of Securities in respect of which monies have been collected, including all\n     amounts due to the Trustee and each predecessor Trustee pursuant to Section\n     6.6 in respect to such series of Securities;\n\n          SECOND:  In case the  principal  of the  Securities  of such series in\n     respect of which  moneys have been  collected  shall not have become and be\n     then due and payable,  to the payment of interest on the Securities of such\n     series in default in the order of the Maturity of the  installments on such\n     interest,  with  interest  (to the  extent  that  such  interest  has  been\n     collected  by the  Trustee and is  permitted  by  applicable  law) upon the\n     overdue  installments  of interest at the same rate as the rate of interest\n     or Yield to Maturity (in the case of Original  Issue  Discount  Securities)\n     specified  in such  Securities,  such  payments  to be made  ratably to the\n     persons entitled thereto, without discrimination or preference;\n\n          THIRD:  In case the  principal  of the  Securities  of such  series in\n     respect of which moneys have been collected  shall have become and shall be\n     then due and  payable,  to the  payment of the whole  amount then owing and\n     unpaid upon all the  Securities  of such series for principal and interest,\n     with  interest  upon the  overdue  principal,  and (to the extent that such\n     interest has been  collected by the Trustee and is permitted by  applicable\n     law) upon the overdue installments of interest at the same rate as the rate\n     of interest or Yield to Maturity  (in the case of Original  Issue  Discount\n     Securities)  specified in the  Securities of such series;  and in case such\n     moneys  shall be  insufficient  to pay in full the whole  amount so due and\n     unpaid  upon the  Securities  of such  series,  then to the payment of such\n     principal and interest or Yield to Maturity, without preference or priority\n     of principal over interest or Yield to Maturity, or of interest or Yield to\n     Maturity over  principal,  or of any \n\n\n\n                                       42\n\n\n\n\n     installment  of interest over any other  installment  of interest or of any\n     Security of such series over any other Security of such series,  ratably to\n     the aggregate of such principal and accrued and unpaid interest or Yield to\n     Maturity; and\n\n          FOURTH: To the payment of the remainder, if any, to the Company or any\n     other person lawfully entitled thereto.\n\nSECTION 5.7 Suits for Enforcement.\n\n     In case an Event of  Default  has  occurred,  has not  been  waived  and is\ncontinuing, the Trustee may in its discretion proceed to protect and enforce the\nrights vested in it by this Indenture by such appropriate  judicial  proceedings\nas the  Trustee  shall deem most  effectual  to protect  and enforce any of such\nrights,  either at law or in equity or in bankruptcy  or otherwise,  whether for\nthe  specific  enforcement  of any  covenant  or  agreement  contained  in  this\nIndenture or in aid of the exercise o any power granted in this  Indenture or to\nenforce  any  other  legal or  equitable  right  vested in the  Trustee  by this\nIndenture or by law.\n\nSECTION 5.8 Limitations on Suits by Security Holders.\n\n     No Holder of any  Security  of any  series  or of any  Coupon  appertaining\nthereto  shall have any right by virtue or by availing of any  provision of this\nIndenture  to  institute  any  action  or  proceeding  at law or in equity or in\nbankruptcy or otherwise  upon or under or with respect to this Indenture or such\nSecurity, or for the appointment of a trustee, receiver,  liquidator,  custodian\nor other  similar  official or for any other  remedy  hereunder  or  thereunder,\nunless (a) such Holder previously shall have given to the Trustee written notice\nof an Event of Default  with  respect to  Securities  of such  series and of the\ncontinuance thereof, as hereinbefore  provided,  and (b) the Holders of not less\nthan 25% in aggregate principal amount of the Securities of such affected series\nthen  Outstanding  (treated as a single  class) shall have made written  request\nupon the  Trustee to  institute  such action or  proceedings  in its own name as\nTrustee  hereunder  and  shall  have  offered  to the  Trustee  such  reasonable\nindemnity as it may require  against the costs,  expenses and  liabilities to be\nincurred  therein or thereby,  and (c) the Trustee for 60 days after its receipt\nof such notice,  request and offer of  indemnity  shall have failed to institute\nany such  action or  proceeding,  and (d) no  direction  inconsistent  with such\nwritten  request shall have been given to the Trustee  pursuant to Section 5.13;\nit being  understood and intended,  and being expressly  covenanted by the taker\nand Holder of every Security or Coupon with every other taker and Holder and the\nTrustee,  that no one or more  Holders  of  Securities  of any series or Coupons\nappertaining to such  Securities  shall have any right in any manner whatever by\nvirtue or by availing of any \n\n\n\n                                       43\n\n\n\n\nprovision of this Indenture or any Security to affect,  disturb or prejudice the\nrights of any other such taker or Holder of Securities  or Coupons  appertaining\nto such  Securities,  or to obtain or seek to obtain priority over or preference\nto any other such taker or Holder or to enforce any right  under this  Indenture\nor any Security, except in the manner herein provided and for the equal, ratable\nand common  benefit of all Holders of  Securities of the  applicable  series and\nCoupons  appertaining to such Securities.  For the protection and enforcement of\nthe provisions of this Section,  each and every  Securityholder  and the Trustee\nshall be entitled to such relief as can be given either at law or in equity.\n\nSECTION 5.9 Unconditional Right of Securityholders to Institute Certain Suits.\n\n     Notwithstanding  any other provision in this Indenture and any provision of\nany  Security,  the right of any  Holder of any  Security  or Coupon to  receive\npayment of the  principal of and interest on such Security or Coupon on or after\nthe respective due dates  expressed in such Security or Coupon or the applicable\nredemption  dates provided for in such Security,  to convert such  Securities of\nany series in accordance with terms that may be established  pursuant to Section\n2.3, or to  institute  sui for the  enforcement  of any such payment on or after\nsuch respective dates,  shall not be impaired or affected without the consent of\nsuch Holder.\n\nSECTION 5.10 Restoration of Rights on Abandonment of Proceedings.\n\n     In case the Trustee  shall have  proceeded  to enforce any right under this\nIndenture and such proceedings shall have been discontinued or abandoned for any\nreason,  or shall have been  determined  adversely to the  Trustee,  then and in\nevery such case the Company and the Trustee  shall be restored  respectively  to\ntheir former positions and rights hereunder, and all rights, remedies and powers\nof the Company, the Trustee and the Securityholders  shall continue as though no\nsuch proceedings had been taken.\n\nSECTION 5.11 Powers and  Remedies  Cumulative;  Delay or Omission  Not Waiver of\n             Default.\n\n     Except as provided in Section 5.8, no right or remedy herein conferred upon\nor  reserved  to the  Trustee  or to the  Holders  of  Securities  or Coupons is\nintended to be exclusive of any other right or remedy and every right and remedy\nshall,  to the extent  permitted by law, be cumulative  and in addition to every\nother right and remedy given hereunder or now or hereafter existing at law or in\nequity  or  otherwise.  The  assertion  or  employment  of any  right or  remedy\nhereunder,  or  otherwise,   shall\n\n\n\n                                       44\n\n\n\n\nnot prevent the  concurrent  assertion or  employment  of any other  appropriate\nright or remedy.\n\nSECTION 5.12 Delay or Omission Not Waiver.\n\n     No delay or  omission  of the  Trustee  or of any Holder of  Securities  or\nCoupons  to  exercise  any right or power  accruing  upon any  Event of  Default\noccurring and  continuing  as aforesaid  shall impair any such right or power or\nshall  be  construed  to  be a  waiver  of  any  such  Event  of  Default  or an\nacquiescence  therein.  Every  power and  remedy  given by this  Indenture,  any\nSecurity or law to the Trustee or to the Holders of Securities or Coupons may be\nexercised from time to time, and as often as shall be deemed  expedient,  by the\nTrustee or, subject to Section 5.8, by the Holders of Securities or Coupons.\n\nSECTION 5.13 Control by Holders of Securities.\n\n     The Holders of a majority in aggregate  principal  amount of the Securities\nof each series  affected  (with each such series voting as a separate  class) at\nthe time Outstanding shall have the right to direct the time,  method, and place\nof  conducting  any  proceeding  for any remedy  available  to the  Trustee,  or\nexercising  any trust or power  conferred  on the  Trustee  with  respect to the\nSecurities of such series by this Indenture; provided, that such direction shall\nnot be  otherwise  than  in  accordance  with  law and  the  provisions  of this\nIndenture and provided, further, that (subject to the provisions of Section 6.1)\nthe Trustee shall have the right to decline to follow any such  direction if (a)\nthe  Trustee,  being  advised by  counsel,  shall  determine  that the action or\nproceeding  so directed may not lawfully be taken;  or (b) if the Trustee by its\nboard of directors,  the executive committee,  or a trust committee of directors\nor  Responsible  Officers of the Trustee shall  determine in good faith that the\naction or  proceedings  so  directed  would  involve  the  Trustee  in  personal\nliability;  or (c) if the  Trustee in good  faith  shall so  determine  that the\nactions or  forbearances  specified  in or pursuant to such  direction  would be\nunduly prejudicial to the interests of Holders of the Securities of all affected\nseries not joining in the giving of said  direction,  it being  understood  that\n(subject to Section 6.1) the Trustee shall have no duty to ascertain  whether or\nnot such actions or forbearances are unduly prejudicial to such Holders.\n\n     Nothing in this  Indenture  shall  impair  the right of the  Trustee in its\ndiscretion  to take any action  deemed  proper by the  Trustee  and which is not\ninconsistent with such direction or directions by Securityholders.\n\nSECTION 5.14 Waiver of Past Defaults.\n\n     Prior to the  declaration of acceleration of the\n\n\n\n                                       45\n\n\n\n\nMaturity of any Securities as provided in Section 5.2, the Holders of a majority\nin  aggregate  principal  amount of the  Securities  of such series (each series\nvoting as a separate  class) at the time  Outstanding  with  respect to which an\nEvent of  Default  shall have  occurred  and be  continuing  (voting as a single\nclass)  may on  behalf  of the  Holders  of all such  Securities  waive any past\ndefault  or Event of Default  described  in  Section  5.1 and its  consequences,\nexcept a default in respect of a covenant or  provision  hereof  which cannot be\nmodified or amended without the consent of the Holder of each Security affected.\nIn the case of any such waiver, the Company,  the Trustee and the Holders of all\nsuch  Securities  shall  be  restored  to  their  former  positions  and  rights\nhereunder,  respectively, and such default shall cease to exist and be deemed to\nhave been cured and not to have occurred for purposes of this Indenture;  but no\nsuch waiver shall extend to any  subsequent or other default or impair any right\nconsequent thereon.\n\nSECTION 5.15 Trustee to Give  Notice of  Default,  But May  Withhold  in Certain\n             Circumstances.\n\n     The Trustee  shall,  within 90 days after the  occurrence of a default with\nrespect to the  Securities  of any  series,  give  notice of all  defaults  with\nrespect to that series known to the Trustee (i) if any  Unregistered  Securities\nof that series are then Outstanding,  to the Holders thereof,  by publication at\nleast once in an Authorized  Newspaper in the Borough of Manhattan,  The City of\nNew York  and at least  once in an  Authorized  Newspaper  in  London  (and,  if\nrequired by Section 3.9, at least once in an Authorized Newspaper in Luxembourg)\nand (ii) to all  Holders of  Securities  of such series in the manner and to the\nextent  provided in Section 313(c) of the Trust  Indenture  Act,  unless in each\ncase such defaults  shall have been cured before the mailing or  publication  of\nsuch notice (the term  \"default\"  for the purpose of this  Section  being hereby\ndefined to mean any event or condition which is, or with notice or lapse of time\nor both would become, an Event of Default);  provided,  that, except in the case\nof  default  in  the  payment  of the  principal  of or  interest  on any of the\nSecurities of such series,  or in the payment of any sinking fund installment on\nsuch series, the Trustee shall be protected in withholding such notice if and so\nlong as the board of directors, the executive committee, or a trust committee of\ndirectors or trustees and\/or  Responsible  Officers of the Trustee in good faith\ndetermines  that the  withholding  of such  notice  is in the  interests  of the\nSecurityholders of such series.\n\nSECTION 5.16 Right of Court to Require Filing of Undertaking to Pay Costs.\n\n     All parties to this  Indenture  agree,  and each Holder of any  Security or\nCoupon by his acceptance thereof shall be deemed to have agreed,  that any court\nmay in its discretion\n\n\n\n                                       46\n\n\n\n\nrequire,  in any suit for the  enforcement  of any  right or remedy  under  this\nIndenture or in any suit against the Trustee for any action  taken,  suffered or\nomitted by it as  Trustee,  the filing by any party  litigant in such suit of an\nundertaking  to pay the  costs of such  suit,  and that  such  court  may in its\ndiscretion  assess  reasonable  costs,  including  reasonable  attorneys'  fees,\nagainst  any party  litigant  in such suit,  having due regard to the merits and\ngood  faith of the  claims or  defenses  made by such  party  litigant;  but the\nprovisions  of this  Section  shall  not  apply  to any suit  instituted  by the\nTrustee,   to  any  suit   instituted   by  any   Securityholder   or  group  of\nSecurityholders  of  any  series  holding  in the  aggregate  more  than  10% in\naggregate  principal amount of the Securities of such series, or, in the case of\nany suit  relating to or arising  under clause (d) or (h) of Section 5.1 (if the\nsuit relates to  Securities  of more than one but less than all series),  10% in\naggregate  principal amount of Securities then Outstanding and affected thereby,\nor in the case of any suit  relating to or arising  under  clause (d) or (h) (if\nthe  suit  under  clause  (d)  or  (h)  relates  to  all  the  Securities   then\nOutstanding),  (f) or (g) of Section 5.1, 10% in aggregate  principal  amount of\nall Securities then Outstanding, or to any suit instituted by any Securityholder\nfor the  enforcement  of the  payment of the  principal  of or  interest  on any\nSecurity on or after the due date  expressed in such  Security or any date fixed\nfor redemption.\n\nSECTION 5.17 Waiver of Stay or Extension Laws.\n\n     The Company  covenants  (to the extent that it may  lawfully do so) that it\nwill not at any time insist upon, or plead, or in any manner whatsoever claim or\ntake the benefit or advantage  of, any stay or extension  law wherever  enacted,\nnow or at any time  hereafter  in force,  which may affect the  covenants or the\nperformance  of this  Indenture;  and the  Company  (to the  extent  that it may\nlawfully do so) hereby expressly waives all benefit or advantage of any such law\nand covenants that it will not hinder delay or impede the execution of any power\nherein granted to the Trustee, but will suffer and permit the execution of every\nsuch power as though no such law had been enacted.\n\n                                   ARTICLE 6\n\n                             CONCERNING THE TRUSTEE\n\nSECTION 6.1  Duties and Responsibilities of the Trustee;  During Default;  Prior\n             to Default.\n\n     Prior  to the  occurrence  of an  Event  of  Default  with  respect  to the\nSecurities of a particular  series and after the curing or waiving of all Events\nof Default  which may have  occurred  with respect to such  series,  the Trustee\nundertakes to perform such duties and only such duties as are  specifically  set\n\n\n\n                                       47\n\n\n\n\nforth in this Indenture  with respect to such series of  Securities.  In case an\nEvent of Default with respect to the Securities of a series has occurred and has\nnot been cured or waived, the Trustee shall exercise with respect to such series\nof Securities  such of the rights and powers vested in it by this Indenture with\nrespect to such series of Securities,  and use the same degree of care and skill\nin  their  exercise,   as  a  prudent  man  would  exercise  or  use  under  the\ncircumstances in the conduct of his own affairs.\n\n     No  provision of this  Indenture  shall be construed to relieve the Trustee\nfrom liability for its own negligent action, its own negligent failure to act or\nits own willful misconduct, except that\n\n          (a) prior to the occurrence of an Event of Default with respect to the\n     Securities of any series and after the curing or waiving of all such Events\n     of Default with respect to such series which may have occurred:\n\n               (i) the duties and obligations of the Trustee with respect to the\n          Securities  of any series  shall be  determined  solely by the express\n          provisions  of this  Indenture,  and the  Trustee  shall not be liable\n          except  for the  performance  of such  duties and  obligations  as are\n          specifically set forth in this Indenture,  and no implied covenants or\n          obligations shall be read into this Indenture against the Trustee; and\n\n               (ii) in the absence of bad faith on the part of the Trustee,  the\n          Trustee may  conclusively  rely, as to the truth of the statements and\n          the  correctness  of  the  opinions   expressed   therein,   upon  any\n          statements,  certificates  or  opinions  furnished  to the Trustee and\n          conforming to the  requirements of this Indenture;  but in the case of\n          any such  statements,  certificates or opinions which by any provision\n          hereof are specifically  required to be furnished to the Trustee,  the\n          Trustee shall be under a duty to examine the same to determine whether\n          or not they conform to the requirements of this Indenture;\n\n          (b) the Trustee  shall not be liable for any error of judgment made in\n     good faith by a Responsible Officer or Responsible Officers of the Trustee,\n     unless it shall be proved that the Trustee was  negligent  in  ascertaining\n     the pertinent facts; and\n\n          (c) the Trustee  shall not be liable with  respect to any action taken\n     or omitted to be taken by it in good faith in accordance with the direction\n     of the Holders  pursuant to Section 5.13  relating to the time,  method and\n     place of conducting any proceeding for any\n\n\n\n                                       48\n\n\n\n\n     remedy available to the Trustee, or exercising any trust or power conferred\n     upon the Trustee, under this Indenture.\n\n     None of the  provisions  contained  in this  Indenture  shall  require  the\nTrustee to expend or risk its own funds or otherwise  incur  personal  financial\nliability in the  performance  of any of its duties or in the exercise of any of\nits rights or powers, if there shall be reasonable ground for believing that the\nrepayment  of such funds or adequate  indemnity  against  such  liability is not\nreasonably assured to it.\n\n     The  provisions  of this Section 6.1 are in  furtherance  of and subject to\nSection 315 of the Trust Indenture Act.\n\nSECTION 6.2 Certain Rights of the Trustee.\n\n     In  furtherance  of and subject to the Trust  Indenture Act, and subject to\nSection 6.1:\n\n          (a) the  Trustee  may  rely  and  shall  be  protected  in  acting  or\n     refraining  from acting upon any resolution,  Officer's  Certificate or any\n     other certificate, statement, instrument, opinion, report, notice, request,\n     consent,  order, bond, debenture,  note, coupon, security or other paper or\n     document  believed by it to be genuine and to have been signed or presented\n     by the proper party or parties;\n\n          (b) any request,  direction,  order or demand of the Company mentioned\n     herein shall be sufficiently  evidenced by an Officer's Certificate (unless\n     other evidence in respect thereof is specifically  prescribed  herein or in\n     the terms established in respect of any series);  and any resolution of the\n     Board of  Directors  may be  evidenced  to the  Trustee  by a copy  thereof\n     certified by the secretary or an assistant secretary of the Company;\n\n          (c) the Trustee may consult with counsel and any written advice or any\n     Opinion of Counsel shall be full and complete  authorization and protection\n     in  respect  of any  action  taken,  suffered  or omitted to be taken by it\n     hereunder  in good faith and in reliance  thereon in  accordance  with such\n     advice or Opinion of Counsel;\n\n          (d) the Trustee  shall be under no  obligation  to exercise any of the\n     trusts or powers  vested in it by this  Indenture at the request,  order or\n     direction of any of the Securityholders  pursuant to the provisions of this\n     Indenture,  unless such  Securityholders  shall have offered to the Trustee\n     reasonable   security  or  indemnity   against  the  costs,   expenses  and\n     liabilities which might be incurred therein or thereby;\n\n\n\n                                       49\n\n\n\n\n          (e) the Trustee shall not be liable for any action taken or omitted by\n     it in  good  faith  and  believed  by it to be  authorized  or  within  the\n     discretion, rights or powers conferred upon it by this Indenture;\n\n          (f) prior to the occurrence of an Event of Default hereunder and after\n     the curing or waiving of all Events of Default,  the  Trustee  shall not be\n     bound to make any  investigation  into the facts or  matters  stated in any\n     resolution,  certificate,  statement,  instrument, opinion, report, notice,\n     request,  consent,  order,  approval,  appraisal,  bond,  debenture,  note,\n     coupon, security, or other paper or document unless requested in writing so\n     to do by the  Holders of not less than a majority  in  aggregate  principal\n     amount of the Securities of all series affected then Outstanding; provided,\n     that, if the payment within a reasonable  time to the Trustee of the costs,\n     expenses or  liabilities  likely to be incurred by it in the making of such\n     investigation is, in the opinion of the Trustee,  not reasonably assured to\n     the Trustee by the security  afforded to it by the terms of this Indenture,\n     the Trustee may  require  reasonable  indemnity  against  such  expenses or\n     liabilities as a condition to proceeding;  the reasonable expenses of every\n     such investigation  shall be paid by the Company or, if paid by the Trustee\n     or any predecessor trustee, shall be repaid by the Company upon demand; and\n\n          (g) the Trustee may execute any of the trusts or powers  hereunder  or\n     perform any duties  hereunder  either  directly or by or through  agents or\n     attorneys  not  regularly  in its  employ  and  the  Trustee  shall  not be\n     responsible  for any misconduct or negligence on the part of any such agent\n     or attorney appointed with due care by it hereunder.\n\nSECTION 6.3  Trustee Not Responsible for Recitals,  Disposition of Securities or\n             Application  of Proceeds  Thereof.\n\n     The recitals  contained herein and in the Securities,  except the Trustee's\ncertificates of authentication, shall be taken as the statements of the Company,\nand the Trustee assumes no  responsibility  for the correctness of the same. The\nTrustee  makes no  representation  as to the  validity  or  sufficiency  of this\nIndenture or of the Securities or Coupons.  The Trustee shall not be accountable\nfor the use or  application  by the Company of any of the  Securities  or of the\nproceeds thereof.\n\n\n\n                                       50\n\n\n\n\nSECTION 6.4  Trustee and Agents May Hold  Securities  or  Coupons;  Collections,\n             Etc.\n\n     The  Trustee  or  any  agent  of the  Company  or of  the  Trustee,  in its\nindividual or any other capacity,  may become the owner or pledgee of Securities\nor Coupons with the same rights it would have if it were not the Trustee or such\nagent and may  otherwise  deal with the Company and receive,  collect,  hold and\nretain  collections  from the  Company  with the same rights it would have if it\nwere not the Trustee or such agent.\n\nSECTION 6.5 Moneys Held by Trustee.\n\n     Subject to the  provisions of Section 10.4 hereof,  all moneys  received by\nthe Trustee shall,  until used or applied as herein  provided,  be held in trust\nfor the purposes for which they were received,  but need not be segregated  from\nother  funds  except to the extent  required  by  mandatory  provisions  of law.\nNeither the  Trustee nor any agent of the Company or the Trustee  shall be under\nany liability for interest on any moneys received by it hereunder.\n\nSECTION 6.6  Compensation and Indemnification of Trustee and Its Prior Claim.\n\n     The Company  covenants  and agrees to pay to the Trustee from time to time,\nand the Trustee shall be entitled to reasonable compensation (which shall not be\nlimited by any provision of law in regard to the compensation of a trustee of an\nexpress  trust) and the Company  covenants  and agrees to pay or  reimburse  the\nTrustee  and each  predecessor  trustee  upon  its  request  for all  reasonable\nexpense,  disbursements  and advances  incurred or made by or on behalf of it in\naccordance  with  any  of  the  provisions  of  this  Indenture  (including  the\nreasonable compensation and the expenses and disbursements of its counsel and of\nall  agents and other  persons  not  regularly  in its  employ)  except any such\nexpense,  disbursement or advance as may arise from its negligence or bad faith.\nThe Company also covenants to indemnify the Trustee and each predecessor trustee\nfor, and to hold it harmless  against,  any loss,  liability or expense incurred\nwithout  negligence  or bad faith on its part,  arising out of or in  connection\nwith the acceptance or  administration of this Indenture or the trusts hereunder\nand its duties  hereunder,  including the costs and expenses of defending itself\nagainst or investigating any claim of liability in the premises. The obligations\nof the Company  under this Section to  compensate  and indemnify the Trustee and\neach  predecessor  trustee  and  to  pay  or  reimburse  the  Trustee  and  each\npredecessor  trustee for expenses,  disbursements  and advances shall constitute\nadditional  indebtedness  hereunder  and  shall  survive  the  satisfaction  and\ndischarge of this  Indenture.  Such  additional  indebtedness  shall be a senior\nclaim to that of the Securities upon all property\n\n\n\n                                       51\n\n\n\n\nand funds held or collected  by the Trustee as such,  except funds held in trust\nfor the  benefit of the Holders of  particular  Securities  or Coupons,  and the\nSecurities are hereby subordinated to such senior claim.\n\nSECTION 6.7 Right of Trustee to Rely on Officer's Certificate, Etc.\n\n     Subject to  Sections  6.1 and 6.2,  whenever in the  administration  of the\ntrusts of this Indenture the Trustee shall deem it necessary or desirable that a\nmatter be proved or  established  prior to taking or  suffering  or omitting any\naction  hereunder,  such matter  (unless  other  evidence in respect  thereof be\nherein  specifically  prescribed) may, in the absence of negligence or bad faith\non the part of the Trustee,  be deemed to be conclusively proved and established\nby an Officer's Certificate  delivered to the Trustee, and such certificate,  in\nthe absence of negligence or bad faith on the part of the Trustee, shall be full\nwarrant to the Trustee for any action taken, suffered or omitted by it under the\nprovisions of this Indenture upon the faith thereof.\n\nSECTION 6.8  Indentures  Not Creating  Potential  Conflicting  Interests for the\n             Trustee.\n\n     The following indentures are hereby specifically described for the purposes\nof Section  310(b)(1) of the Trust Indenture Act: this Indenture with respect to\nthe Securities of any other series.\n\nSECTION 6.9 Qualification of Trustee: Conflicting Interests.\n\n     The Trustee shall comply with Section 310(b) of the Trust Indenture Act.\n\nSECTION 6.10 Persons Eligible for Appointment as Trustee.\n\n     The Trustee for each series of Securities hereunder shall at all times be a\ncorporation or banking  association  organized and doing business under the laws\nof the United States of America,  any State thereof or the District of Columbia,\nthat has (or, in the case of a corporation or banking association  included in a\nbank holding company system,  whose related bank holding company has) a combined\ncapital and surplus of at least $50,000,000,  and which is authorized under such\nlaws to  exercise  corporate  trust  powers  and is subject  to  supervision  or\nexamination  by  Federal,  state or  District  of  Columbia  authority.  If such\ncorporation publishes reports of condition at least annually, pursuant to law or\nto the requirements of the aforesaid  supervising or examining  authority,  then\nfor the\n\n\n\n                                       52\n\n\n\n\npurposes of this Section,  the combined  capital and surplus of such corporation\nshall be deemed to be its combined  capital and surplus as set forth in its most\nrecent  report of condition so  published.  In case at an time the Trustee shall\ncease to be eligible in accordance  with the  provisions  of this  Section,  the\nTrustee shall resign  immediately in the manner and with the effect specified in\nSection 6.11.\n\n     The  provisions of this Section 6.10 are in  furtherance  of and subject to\nSection 310(a) of the Trust Indenture Act.\n\nSECTION 6.11 Resignation and Removal; Appointment of Successor Trustee.\n\n     (a) The Trustee, or any trustee or trustees hereafter appointed, may at any\ntime resign with  respect to one or more or all series of  Securities  by giving\nwritten  notice  of  resignation  to the  Company  and  (i) if any  Unregistered\nSecurities of a series affected are then  Outstanding,  by giving notice of such\nresignation  to  the  Holders  thereof,  by  publication  at  least  once  in an\nAuthorized  Newspaper in the Borough of Manhattan,  The City of New York, and at\nleast once in an  Authorized  Newspaper in London  (and,  if required by Section\n3.9,  at least  once in an  Authorized  Newspaper  in  Luxembourg),  (ii) if any\nUnregistered  Securities of a series affected are then  Outstanding,  by mailing\nnotice of such resignation to the Holders thereof who have filed their names and\naddresses with the Trustee pursuant to Section  313(c)(2) of the Trust Indenture\nAct at such  addresses  as were so furnished to the Trustee and (iii) by mailing\nnotice  of  such  resignation  to the  Holders  of then  Outstanding  Registered\nSecurities  of each series  affected at their  addresses as they shall appear on\nthe registry books. Upon receiving such notice of resignation, the Company shall\npromptly appoint a successor  trustee or trustees with respect to the applicable\nseries by written instrument in duplicate, executed by authority of the Board of\nDirectors,  one copy of which  instrument  shall be delivered  to the  resigning\nTrustee  and one copy to the  successor  trustee or  trustees.  If no  successor\ntrustee  shall  have been so  appointed  with  respect  to any  series  and have\naccepted  appointment  within  30 days  after  the  mailing  of such  notice  of\nresignation,   the  resigning  trustee  may  petition  any  court  of  competent\njurisdiction for the appointment of a successor  trustee,  or any Securityholder\nwho has been a bona fide Holder of a Security or  Securities  of the  applicable\nseries for at least six months may,  subject to the  provisions of Section 5.12,\non behalf of himself and all others similarly situated,  petition any such court\nfor the appointment of a successor trustee. Such court may thereupon, after such\nnotice,  if any,  as it may deem  proper  and  prescribe,  appoint  a  successor\ntrustee.\n\n          (b) In case at any time any of the following shall occur:\n\n               (i) the  Trustee  shall  fail to comply  with the  provisions  of\n          Section 310(b) of the Trust\n\n\n\n                                       53\n\n\n\n\n          Indenture Act with respect to any series of  Securities  after written\n          request therefor by the Company or by any  Securityholder who has been\n          a bona fide Holder of a Security or  Securities  of such series for at\n          least six months; or\n\n               (ii) the Trustee  shall cease to be eligible in  accordance  with\n          the  provisions  of  Section  6.10 and  Section  310(a)  of the  Trust\n          Indenture Act and shall fail to resign after written request  therefor\n          by the Company or by any Securityholder; or\n\n               (iii) the Trustee  shall become  incapable of acting with respect\n          to any  series of  Securities,  or shall be  adjudged  a  bankrupt  or\n          insolvent,  or a  receiver  or  liquidator  of the  Trustee  or of its\n          property  shall be appointed,  or any public officer shall take charge\n          or  control  of the  Trustee or of its  property  or  affairs  for the\n          purpose of rehabilitation, conservation or liquidation;\n\nthen,  in any such case,  the Company may remove the Trustee with respect to the\napplicable  series of Securities and appoint a successor trustee for such series\nby written instrument, in duplicate, executed by order of the Board of Directors\nof the Company,  one copy of which  instrument shall be delivered to the Trustee\nso removed and one copy to the successor trustee,  or, subject to the provisions\nof Section 315(e) of the Trust Indenture Act, any  Securityholder who has been a\nbona fide  Holder of a Security  or  Securities  of such series for at least six\nmonths may on behalf of himself and all others similarly situated,  petition any\ncourt  of  competent  jurisdiction  for  the  removal  of the  Trustee  and  the\nappointment of a successor  trustee with respect to such series.  Such court may\nthereupon,  after such  notice,  if any,  as it may deem  proper and  prescribe,\nremove the Trustee and appoint a successor trustee.\n\n          (c) The Holders of a majority  in  aggregate  principal  amount of the\n     Securities  of each series at the time  outstanding  may at any time remove\n     the  Trustee  with  respect to  Securities  of such  series  and  appoint a\n     successor  trustee  with  respect  to the  Securities  of  such  series  by\n     delivering to the Trustee so removed, to the successor trustee so appointed\n     and to the Company the  evidence  provided for in Section 7.1 of the action\n     in that regard taken by the Securityholders.\n\n          (d) Any  resignation  or removal of the  Trustee  with  respect to any\n     series and any  appointment  of a successor  trustee  with  respect to such\n     series  pursuant to any of the provisions of this Section 6.11 shall become\n     effective  upon  acceptance  of  appointment  by the  successor  trustee as\n     provided in Section 6.12.\n\n\n\n                                       54\n\n\n\n\nSECTION 6.12 Acceptance of Appointment by Successor Trustee.\n\n     Any successor  trustee  appointed as provided in Section 6.11 shall execute\nand  deliver  to the  Company  and  to its  predecessor  trustee  an  instrument\naccepting such appointment  hereunder,  and thereupon the resignation or removal\nof the  predecessor  trustee with respect to all or any applicable  series shall\nbecome  effective and such successor  trustee,  without any further act, deed or\nconveyance,  shall become vested with all rights, powers, duties and obligations\nwith respect to such series of its predecessor hereunder, with like effect as if\noriginally named as trustee for such series hereunder; but, nevertheless, on the\nwritten request of the Company or of the successor trustee,  upon payment of its\ncharges then unpaid, the trustee ceasing to act shall,  subject to Section 10.4,\npay over to the  successor  trustee all moneys at the time held by it  hereunder\nand shall  execute  and deliver an  instrument  transferring  to such  successor\ntrustee all such rights,  powers,  duties and  obligations.  Upon request of any\nsuch  successor  trustee,  the Company shall execute any and all  instruments in\nwriting for more fully and certainly vesting in and confirming to such successor\ntrustee  all  such  rights  and  powers.  Any  trustee  ceasing  to  act  shall,\nnevertheless,  retain a prior claim upon all property or funds held or collected\nby such trustee to secure any amounts then due it pursuant to the  provisions of\nSection 6.6.\n\n     If a successor  trustee is appointed  with respect to the Securities of one\nor more (but not all) series,  the  Company,  the  predecessor  trustee and each\nsuccessor  trustee with respect to the Securities of any applicable series shall\nexecute and deliver an indenture  supplemental  hereto which shall  contain such\nprovisions  as shall be deemed  necessary  or  desirable to confirm that all the\nrights, powers, trusts and duties of the predecessor trustee with respect to the\nSecurities  of any series as to which the  predecessor  trustee is not  retiring\nshall  continue  to be vested in the  predecessor  trustee,  and shall add to or\nchange any of the  provisions of this Indenture as shall be necessary to provide\nfor or facilitate the  administration  of the trusts  hereunder by more than one\ntrustee,  it  being  understood  that  nothing  herein  or in such  supplemental\nindenture shall constitute such trustees  co-trustees of the same trust and that\neach  such  trustee  shall  be  trustee  of a trust  or  trusts  under  separate\nindentures.\n\n     No successor  trustee with respect to any series of Securities shall accept\nappointment  as  provided  in  this  Section  6.12  unless  at the  time of such\nacceptance such successor trustee shall be qualified under Section 310(b) of the\nTrust Indenture Act and eligible under the provisions of Section 6.10.\n\n     Upon acceptance of appointment by any successor trustee as provided in this\nSection  6.12,  the Company  shall give\n\n\n\n                                       55\n\n\n\n\nnotice thereof (a) if any Unregistered  Securities of a series affected are then\nOutstanding, to the Holders thereof, by publication of such notice at least once\nin an Authorized Newspaper in the Borough of Manhattan, The City of New York and\nat least once in an Authorized  Newspaper in London (and, if required by Section\n3.9,  at  least  once in an  Authorized  Newspaper  in  Luxembourg),  (b) if any\nUnregistered  Securities  of a  series  affected  are then  Outstanding,  to the\nHolders  thereof  who have filed  their  names and  addresses  with the  Trustee\npursuant to Section 313(c)(2) of the Trust Indenture Act, by mailing such notice\nto such  Holders at such  addresses as were so furnished to the Trustee (and the\nTrustee shall make such  information  available to the Company for such purpose)\nand (c) to the Holders of  Registered  Securities  of each series  affected,  by\nmailing such notice to such  Holders at their  addresses as they shall appear on\nthe  registry  books.   If  the  acceptance  of  appointment  is   substantially\ncontemporaneous  with  the  resignation,  then  the  notice  called  for  by the\npreceding  sentence may be combined  with the notice called for by Section 6.11.\nIf the Company  fails to give such notice  within ten days after  acceptance  of\nappointment  by the successor  trustee,  the successor  trustee shall cause such\nnotice to be given at the expense of the Company.\n\nSECTION 6.13 Merger,  Conversion,  Consolidation  or  Succession  to Business of\n             Trustee.\n\n     Any  corporation  into which the Trustee may be merged or converted or with\nwhich it may be  consolidated,  or any  corporation  resulting  from any merger,\nconversion  or  consolidation  to which  the  Trustee  shall be a party,  or any\ncorporation  succeeding to the corporate trust business of the Trustee, shall be\nthe successor of the Trustee hereunder, provided, that such corporation shall be\nqualified under Section 310(b) of the Trust Indenture Act and eligible under the\nprovisions  of Section 6.10 without the  execution or filing of any paper or any\nfurther act on the part of any of the  parties  hereto,  anything  herein to the\ncontrary notwithstanding.\n\n     In case at the time such  successor  to the  Trustee  shall  succeed to the\ntrusts  created by this Indenture any of the Securities of any series shall have\nbeen  authenticated  but not  delivered,  any such  successor to the Trustee may\nadopt the certificate of authentication  of any predecessor  trustee and deliver\nsuch  Securities  so  authenticated;  and,  in  case  at  that  time  any of the\nSecurities of any series shall not have been authenticated, any successor to the\nTrustee may authenticate  such Securities  either in the name of any predecessor\nhereunder or in the name of the  successor  Trustee;  and in all such cases such\ncertificate  shall have the full force which it is anywhere in the Securities of\nsuch series or in this  Indenture  provided that the  certificate of the Trustee\nshall have; provided,  that the right to adopt the certificate of authentication\nof any predecessor  trustee or to  authenticate  Securities of any series\n\n\n\n                                       56\n\n\n\n\nin the name of any  predecessor  trustee  shall  apply only to its  successor  o\nsuccessors by merger, conversion or consolidation.\n\nSECTION 6.14 Preferential Collection of Claims Against the Company.\n\n     If this Indenture is qualified  under the Trust  Indenture Act, the Trustee\nshall comply with  Section  311(a) of the Trust  Indenture  Act,  excluding  any\ncreditor  relationship  listed in Section  311(b) of the Trust  Indenture Act. A\nTrustee who has resigned or been removed  shall be subject to Section  311(a) of\nthe Trust Indenture Act to the extent indicated.\n\nSECTION 6.15 Appointment of Authenticating Agent.\n\n     As long as any Securities of a series remain Outstanding,  the Trustee may,\nby an  instrument  in  writing,  appoint  with the  approval  of the  Company an\nauthenticating agent (the  \"Authenticating  Agent\") which shall be authorized to\nact on behalf of the Trustee to authenticate  Securities,  including  Securities\nissued upon exchange,  registration of transfer,  partial redemption or pursuant\nto  Section  2.9.   Securities  of  each  such  series   authenticated  by  such\nAuthenticating  Agent shall be entitled to the  benefits of this  Indenture  and\nshall be valid  and  obligatory  for all  purposes  as if  authenticated  by the\nTrustee.  Whenever reference is made in this Indenture to the authentication and\ndelivery  of  Securities  of any  series  by  the  Trustee  or to the  Trustee's\nCertificate  of  Authentication,  such  reference  shall be  deemed  to  include\nauthentication and delivery on behalf of the Trustee by an Authenticating  Agent\nfor such series and a Certificate  of  Authentication  executed on behalf of the\nTrustee by suc  Authenticating  Agent.  Such  Authenticating  Agent shall at all\ntimes be a corporation organized and doing business under the laws of the United\nStates of  America  or of any  State,  authorized  under  such laws to  exercise\ncorporate  trust  powers,  having a  combined  capital  and  surplus of at least\n$45,000,000 (determined as provided in Section 6.10 with respect to the Trustee)\nand subject to supervision or examination by Federal or State authority.\n\n     Any  corporation  into  which  any  Authenticating  Agent  may be merged or\nconverted,  or with which it may be consolidated,  or any corporation  resulting\nfrom any merger,  conversion or consolidation to which any Authenticating  Agent\nshall be a party, or any corporation succeeding to the corporate agency business\nof any Authenticating  Agent, shall continue to be the authenticating Agent with\nrespect to all series of Securities for which it served as Authenticating  Agent\nwithout the  execution  or filing of any paper or any further act on the part of\nthe Trustee or such  Authenticating  Agent. Any Authenticating  Agent may at any\ntime,  and if it shall  cease to be  eligible  shall,  resign by giving  written\nnotice of resignation to the Trustee and to the Company.\n\n\n\n                                       57\n\n\n\n\n     Upon receiving such a notice of resignation or upon such a termination,  or\nin case at any time any  Authenticating  Agent  shall  cease to be  eligible  in\naccordance  with the provisions of this Section 6.15 with respect to one or more\nseries of Securities,  the Trustee shall upon receipt of a Company Order appoint\na successor  Authenticating  Agent and the Company shall provide  notice of such\nappointment to all Holders of Securities of such series in the manner and to the\nextent  provided  in  Section  11.4.  Any  successor  Authenticating  Agent upon\nacceptance  of its  appointment  hereunder  shall become vested with all rights,\npowers,  duties and  responsibilities  of its predecessor  hereunder,  with like\neffect as if originally named as Authenticating Agent. The Company agrees to pay\nto the  Authenticating  Agent  for  such  series  from  time to time  reasonable\ncompensation.  The  Authenticating  Agent for the Securities of any series shall\nhave no  responsibility  or liability  for any action taken by it as such at the\ndirection of the Trustee.\n\n     If an  appointment  is made with respect to one or more series  pursuant to\nthis  Section,  the  Securities  of such series may have  endorsed  thereon,  in\naddition  to  the  Trustee's  certificate  of  authentication,   an  alternative\ncertificate of authentication in the following form:\n\n     This is one of the Securities described in the within-mentioned Indenture.\n\n                                                 PNC BANK, NATIONAL ASSOCIATION,\n                                                                      As Trustee\n\n                                                 By\n                                                   ----------------------------,\n                                                         As Authenticating Agent\n\n                                                 By\n                                                   -----------------------------\n                                                              Authorized Officer\n\n     Sections   6.2,   6.3,  6.4,  6.6  and  7.3  shall  be  applicable  to  any\nAuthenticating Agent.\n\n                                    ARTICLE 7\n\n                         CONCERNING THE SECURITYHOLDERS\n\nSECTION 7.1 Evidence of Action Taken by Securityholders.\n\n     Any request, demand,  authorization,  direction, notice,\n\n\n\n                                       58\n\n\n\n\nconsent,  waiver or other action provided by this Indenture to be given or taken\nby a specified  percentage in principal amount of the  Securityholders of any or\nall  series may be  embodied  in and  evidenced  by one or more  instruments  of\nsubstantially   similar   tenor   signed  by  such   specified   percentage   of\nSecurityholders in person or by agent duly appointed in writing;  and, except as\nherein  otherwise  expressly  provided,  such action shall become effective when\nsuch instrument or instruments are delivered to the Trustee.  Proof of execution\nof any instrument or of a writing  appointing any such agent shall be sufficient\nfor any  purpose  of this  Indenture  and  (subject  to  Sections  6.1 and  6.2)\nconclusive  in favor  of the  Trustee  and the  Company,  if made in the  manner\nprovided in this Article.\n\nSECTION 7.2 Proof of Execution of Instruments and of Holding of Securities.\n\n     Subject to Sections  6.1 and 6.2,  the  execution  of any  instrument  by a\nSecurityholder  or his  agent or proxy may be  proved  in  accordance  with such\nreasonable  rules and regulations as may be prescribed by the Trustee or in such\nmanner as shall be satisfactory to the Trustee.  The holding of Securities shall\nbe proved by the Security Register or by a certificate of the registrar thereof.\n\nSECTION 7.3 Holders to be Treated as Owners.\n\n     The  Company,  the  Trustee and any agent of the Company or the Trustee may\ndeem and treat the person in whose name any Security  shall be  registered  upon\nthe Security  Register for such series as the  absolute  owner of such  Security\n(whether or not such Security shall be overdue and  notwithstanding any notation\nof ownership or other writing  thereon) for the purpose of receiving  payment of\nor on  account  of the  principal  of and,  subject  to the  provisions  of this\nIndenture, interest on such Security and for all other purposes; and neither the\nCompany nor the  Trustee  nor any agent of the  Company or the Trustee  shall be\naffected by any notice to the contrary.  The Company,  the Trustee and any agent\nof the Company or the Trustee may treat the Holder of any Unregistered  Security\nand the Holder of any Coupon as the absolute owner of such Unregistered Security\nor Coupon (whether or not such Unregistered Security or Coupon shall be overdue)\nfor the purpose of receiving  payment  thereof or on account thereof and for all\nother  purposes  and  neither the  Company,  the  Trustee,  nor any agent of the\nCompany or the Trustee shall be affected by any notice to the contrary. All such\npayments so made to any such person, or upon his order,  shall be valid, and, to\nthe extent of the sum or sums so paid,  effectual to satisfy and  discharge  the\nliability for moneys payable upon any such Unregistered Security or Coupon.\n\n     If the  Securities  of any  series  are  issued  in the form of one or more\nGlobal Securities, the Depository therefor may grant proxies to Persons having a\nbeneficial  ownership  in such Global \n\n\n\n                                       59\n\n\n\n\nSecurity or  Securities  for purposes of voting or otherwise  responding  to any\nrequest for consent, waiver or other action which the Holder of such Security is\nentitled to grant or take under this Indenture and the Trustee shall accept such\nproxies for the  purposes  granted;  provided  that  neither the Trustee nor the\nCompany shall have any obligation  with respect to the grant of or  solicitation\nby the Depository of such proxies.\n\nSECTION 7.4 Securities Owned by Company Deemed Not Outstanding.\n\n     In  determining  whether the Holders of the requisite  aggregate  principal\namount of  Outstanding  Securities  of any or all series have  concurred  in any\nrequest,  demand,  authorization,  direction,  notice,  consent, waiver or other\naction by  Securityholders  under this Indenture,  Securities which are owned by\nthe Company or any other  obligor on the  Securities  with respect to which such\ndetermination is being made or by any person directly or indirectly  controlling\nor controlled by or under direct or indirect  common control with the Company or\nany other obligor on the Securities with respect to which such  determination is\nbeing made shall be disregarded and deemed not to be Outstanding for the purpose\nof any such  determination,  except that for the purpose of determining  whether\nthe Trustee  shall be  protected  in relying on any such action only  Securities\nwhich the Trustee  knows are so owned  shall be so  disregarded.  Securities  so\nowned which have been  pledged in good faith may be regarded as  Outstanding  if\nthe pledgee  establishes to the  satisfaction of the Trustee the pledgee's right\nso to act with  respect  to such  Securities  and that  the  pledgee  is not the\nCompany or any other  obligor  upon the  Securities  or any person  directly  or\nindirectly  controlling  or  controlled  by or under  direct or indirect  common\ncontrol with the Company or any other  obligor on the  Securities.  In case of a\ndispute as to such  right,  the advice of counsel  shall be full  protection  in\nrespect of any decision made by the Trustee in accordance with such advice. Upon\nrequest of the Trustee,  the Company  shall  furnish to the Trustee  promptly an\nOfficer's  Certificate listing and identifying all Securities,  if any, known by\nthe  Company  to be  owned  or  held  by or  for  the  account  of  any  of  the\nabove-described persons; and, subject to Sections 6.1 and 6.2, the Trustee shall\nbe entitled to accept such Officer's  Certificate as conclusive  evidence of the\nfacts therein set forth and of the fact that all  Securities  not listed therein\nare Outstanding for the purpose of any such determination.\n\nSECTION 7.5 Right of Revocation of Action Taken.\n\n     At any time prior to (but not  after) the  evidencing  to the  Trustee,  as\nprovided  in Section  7.1,  of the  taking of any  action by the  Holders of the\npercentage in aggregate principal amount of the Securities of any or all series,\nas the case may be,  specified in this Indenture in connection with such action,\n\n\n                                       60\n\n\n\n\nany Holder of a Security the serial  number of which is shown by the evidence to\nbe included among the serial numbers of the Securities the Holders of which have\nconsented to such action may, by filing  written  notice at the Corporate  Trust\nOffice and upon proof of holding as provided in this Article, revoke such action\nso far as concerns such  Security.  Except as aforesaid any such action taken by\nthe Holder of any Security  shall be conclusive and binding upon such Holder and\nupon all future Holders and owners of such Security and of any Securities issued\nin exchange or substitution  therefor or on  registration  of transfer  thereof,\nirrespective  of whether or not any notation in regard  thereto is made upon any\nsuch  Security.  Any action taken by the Holders of the  percentage in aggregate\nprincipal  amount of the  Securities  of any or all series,  as the case may be,\nspecified in this Indenture in connection with such action shall be conclusively\nbinding  upon the  Company,  the Trustee  and the Holders of all the  Securities\naffected by such action.\n\nSECTION 8.1 Supplemental Indentures Without Consent of Securityholders.\n\n     The Company,  when  authorized  by a  resolution  of its Board of Directors\n(which  resolution  may provide  general terms or parameters for such action and\nmay  provide  that  the  specific  terms of such  action  may be  determined  in\naccordance with or pursuant to an Company Order),  and the Trustee may from time\nto time and at any time  enter  into an  indenture  or  indentures  supplemental\nhereto for one or more of the following purposes:\n\n          (a) to convey, transfer,  assign, mortgage or pledge to the Trustee as\n     security for the Securities of one or more series any property or assets;\n\n          (b) to evidence the  succession of another  Person to the Company,  or\n     successive  successions,  and the  assumption by any such  successor of the\n     covenants, agreements and obligations of the Company pursuant to Article 9;\n\n          (c) to add to the  covenants of the Company  such  further  covenants,\n     restrictions, conditions or provisions as the Company and the Trustee shall\n     consider to be for the  protection of the Holders of Securities or Coupons,\n     and to make the occurrence, or the occurrence and continuance, of a default\n     in any such additional covenants, restrictions, conditions or provisions an\n     Event of Default  permitting  the  enforcement of all or any of the several\n     remedies provided in this Indenture as herein set forth; provided,  that in\n     respect  of  any  such  additional \n\n\n\n                                       61\n\n\n\n\n     covenant,  restriction,  condition or provision such supplemental indenture\n     may provide for a particular  period of grace after  default  (which period\n     may be shorter or longer than that  allowed in the case of other  defaults)\n     or may provide for an immediate  enforcement  upon such an Event of Default\n     or may limit the  remedies  available  to the Trustee upon such an Event of\n     Default or may limit the right of the  Holders of a majority  in  aggregate\n     principal amount of the Securities of such series to waive such an Event of\n     Default;\n\n          (d) to cure any  ambiguity or to correct or  supplement  any provision\n     contained herein or in any supplemental indenture which may be defective or\n     inconsistent   with  any  other  provision   contained  herein  or  in  any\n     supplemental  indenture, or to make any other provisions as the Company may\n     deem necessary or desirable,  provided, that no such action shall adversely\n     affect the interests of the Holders of the Securities or Coupons;\n\n          (e) to establish  the forms or terms of Securities of any series or of\n     the Coupons  appertaining  to such  Securities as permitted by Sections 2.1\n     and 2.3;\n\n          (f)  to  evidence  and  provide  for  the  acceptance  of  appointment\n     hereunder by a successor  trustee with respect to the  Securities of one or\n     more series and to add to or change any of the provisions of this Indenture\n     as shall be necessary to provide for or facilitate  the  administration  of\n     the trusts hereunder by more than one trustee, pursuant to the requirements\n     of Section 6.12; or\n\n          (g) to provide for the  qualification of the Indenture under the Trust\n     Indenture Act.\n\n     The Trustee is hereby  authorized to join with the Company in the execution\nof any such supplemental  indenture,  to make any further appropriate agreements\nand  stipulations  which may be therein  contained and to accept the conveyance,\ntransfer,  assignment,  mortgage or pledge of any property  thereunder,  but the\nTrustee  shall not be  obligated to enter into any such  supplemental  indenture\nwhich  affects  the  Trustee's  own  rights,  duties or  immunities  under  this\nIndenture or otherwise.\n\n     Any supplemental indenture authorized by the provisions of this Section may\nbe executed  without the consent of the Holders of any of the  Securities at the\ntime outstanding, notwithstanding any of the provisions of Section 8.2.\n\n\n\n                                       62\n\n\n\n\nSECTION 8.2 Supplemental Indentures With Consent of Securityholders.\n\n     With the consent (evidenced as provided in Article 7) of the Holders of not\nless than a majority in aggregate principal amount of the Securities at the time\nOutstanding of all series affected by such supplemental indenture (voting as one\nclass),  the Company,  when authorized by a resolution of its Board of Directors\n(which  resolution  may provide  general terms or parameters for such action and\nmay  provide  that  the  specific  terms of such  action  may be  determined  in\naccordance with or pursuant to an Company Order), and the Trustee may, from time\nto time and at any time,  enter into an  indenture  or  indentures  supplemental\nhereto (which shall conform to the  provisions of the Trust  Indenture Act as in\nforce and effect at the date of execution thereof) for the purpose of adding any\nprovisions to or changing in any manner or eliminating  any of the provisions of\nthis  Indenture or of any  supplemental  indenture or of modifying in any manner\nthe  rights of the  Holders  of the  Securities  of each  such  series or of the\nCoupons  appertaining to such Securities;  provided,  that no such  supplemental\nindenture  shall (a) extend the final  maturity of any  Security,  or reduce the\nprincipal  amount  thereof,  or reduce the rate or extend the time of payment of\ninterest  thereon or premium  thereon,  if any, or reduce any amount  payable on\nredemption  thereof,  or make the  principal  thereof  (including  any amount in\nrespect of original issue discount),  or interest thereon payable in any coin or\ncurrency other than that provided in the Securities and Coupons or in accordance\nwith the terms  thereof,  or reduce the amount of the  principal  of an Original\nIssue Discount  Security that would be due and payable upon an  acceleration  of\nthe maturity  thereof  pursuant to Section 5.1 or the amount thereof provable in\nbankruptcy  pursuant to Section 5.2, or alter the provisions of Section 11.11 or\n11.12 or impair or affect the right of any  Securityholder to institute suit for\nthe payment thereof when due or, if the Securities  provide therefor,  any right\nof  repayment  at the option of the  Securityholder,  in each case  without  the\nconsent of the Holder of each Security so affected,  or (b) reduce the aforesaid\npercentage of  Securities of any series,  the consent of the Holders of which is\nrequired for any such supplemental indenture, without the consent of the Holders\nof each Security so affected.\n\n     A supplemental  indenture which changes or eliminates any covenant or other\nprovision of this  Indenture  which has expressly  been included  solely for the\nbenefit of one or more  particular  series of Securities,  or which modifies the\nrights of Holders of Securities of such series,  or of Coupons  appertaining  to\nsuch Securities, with respect to such covenant or provision, shall be deemed not\nto affect the rights under this  Indenture of the Holders of  Securities  of any\nother series or of the Coupons appertaining to such Securities.\n\n     Upon the request of the Company,  accompanied  by a copy of a resolution of\nthe Board of Directors (which resolution may\n\n\n\n                                       63\n\n\n\n\nprovide  general  terms or  parameters  for such action and may provide that the\nspecific  terms of such action may be determined in accordance  with or pursuant\nto a Company Order) certified by the secretary or an assistant  secretary of the\nCompany authorizing the execution of any such supplemental  indenture,  and upon\nthe filing  with the  Trustee of  evidence  of the consent of the Holders of the\nSecurities as aforesaid and other  documents,  if any,  required by Section 7.1,\nthe Trustee  shall join with the Company in the  execution of such  supplemental\nindenture unless such  supplemental  indenture affects the Trustee's own rights,\nduties or  immunities  under  this  Indenture  or  otherwise,  in which case the\nTrustee may in its  discretion,  but shall not be obligated  to, enter into such\nsupplemental indenture.\n\n     It shall not be necessary for the consent of the Securityholders under this\nSection to approve the particular form of any proposed  supplemental  indenture,\nbut it shall be sufficient if such consent shall approve the substance thereof.\n\n     Promptly  after  the  execution  by the  Company  and  the  Trustee  of any\nsupplemental  indenture pursuant to the provisions of this Section,  the Trustee\nshall give  notice  thereof (i) to the  Holders of then  Outstanding  Registered\nSecurities  of each  series  affected  thereby,  by mailing a notice  thereof by\nfirst-class  mail to such Holders at their addresses as they shall appear on the\nSecurity  Register,  (ii) if any  Unregistered  Securities of a series  affected\nthereby are then Outstanding,  to the Holders thereof who have filed their names\nand  addresses  with the  Trustee  pursuant  to Section  313(c)(2)  of the Trust\nIndenture Act, by mailing a notice  thereof by first-class  mail to such Holders\nat  such  addresses  as  were so  furnished  to the  Trustee  and  (iii)  if any\nUnregistered  Securities of a series affected thereby are then  Outstanding,  to\nall Holders  thereof,  by  publication  of a notice  thereof at least once in an\nAuthorized  Newspaper in the Borough of  Manhattan,  The City of New York and at\nleast once in an  Authorized  Newspaper in London  (and,  if required by Section\n3.9, at least once in an Authorized  Newspaper in Luxembourg),  and in each case\nsuch notice shall set forth in general terms the substance of such  supplemental\nindenture.  Any  failure  of the  Company  to give such  notice,  or any  defect\ntherein,  shall not,  however,  in any way impair or affect the  validity of any\nsuch supplemental indenture.\n\nSECTION 8.3 Effect of Supplemental Indenture.\n\n     Upon the execution of any supplemental indenture pursuant to the provisions\nhereof,  this  Indenture  shall be and be deemed to be  modified  and amended in\naccordance   therewith  and  the  respective  rights,   limitations  of  rights,\nobligations,  duties and  immunities  under this  Indenture of the Trustee,  the\nCompany and the Holders of  Securities  of each series  affected  thereby  shall\nthereafter  be  determined,  exercised  and  enforced  hereunder  subject in all\nrespects to such modifications and amendments,  and all the terms and conditions\nof any such  supplemental  indenture  shall be and be  deemed  to be part of the\n\n\n\n\n                                       64\n\n\n\n\nterms and conditions of this Indenture for any and all purposes.\n\nSECTION 8.4 Documents to be Given to Trustee.\n\n     The Trustee, subject to the provisions of Sections 6.1 and 6.2, may receive\nan Officer's  Certificate and an Opinion of Counsel as conclusive  evidence that\nany supplemental indenture executed pursuant to this Article 8 complies with the\napplicable provisions of this Indenture.\n\nSECTION 8.5 Notation on Securities in Respect of Supplemental Indentures.\n\n     Securities of any series authenticated and delivered after the execution of\nany supplemental indenture pursuant to the provisions of this Article may bear a\nnotation  in form  approved  by the  Trustee  for such  series as to any  matter\nprovided  for by  such  supplemental  indenture  or as to any  action  taken  by\nSecurityholders.  If  the  Company  or  the  Trustee  shall  so  determine,  new\nSecurities  of any  series so  modified  as to  conform,  in the  opinion of the\nTrustee  and the  Board of  Directors,  to any  modification  of this  Indenture\ncontained  in any such  supplemental  indenture  may be prepared by the Company,\nauthenticated  by the Trustee and  delivered in exchange for the  Securities  of\nsuch series then Outstanding.\n\n\n                                    ARTICLE 9\n\n                    CONSOLIDATION, MERGER, SALE OR CONVEYANCE\n\nSECTION 9.1 Company May Consolidate, Etc, Only on Certain Terms.\n\n     The Company shall not consolidate  with or merge into any other Person,  or\nconvey, transfer or lease its properties and assets substantially as an entirety\nto any other  Person,  and the  Company  shall not  permit  any other  Person to\nconsolidate  with or merge into the  Company or  convey,  transfer  or lease its\nproperties and assets substantially as an entirety to the Company, unless:\n\n          (a) either the Company  shall be the  continuing  corporation,  or the\n     successor  entity (if other than the Company) formed by such  consolidation\n     or into which the Company is merged or to which the  properties  and assets\n     of the Company  substantially  as an entity are transferred or leased shall\n     be  a  corporation,   partnership,  limited  liability  company,  or  trust\n     organized and existing under the laws of the United States of America,  any\n     State thereof or the District of Columbia and shall expressly assume, by an\n     indenture  supplemental  hereto,  executed and delivered to the Trustee, in\n     form satisfactory to the Trustee,\n\n\n\n                                       65\n\n\n\n\n     all the obligations of the Company under the Securities and this Indenture;\n     and\n\n          (b) immediately  after giving effect to such  transaction and treating\n     any indebtedness which becomes an obligation of the Company or a Subsidiary\n     as a result of such  transaction  as having been incurred by the Company or\n     such Subsidiary at the time of such transaction,  no Event of Default,  and\n     no event  which,  after  notice or lapse of time or both,  would  become an\n     Event of Default, shall have happened and be continuing.\n\nSECTION 9.2 Successor Entity Substituted.\n\n     The successor entity formed by such consolidation or into which the Company\nis merged or to which such  conveyance,  transfer or lease is made shall succeed\nto and be  substituted  for,  and may  exercise  every  right and power of,  the\nCompany under this Indenture  with the same effect as if such  successor  entity\nhad been named as the Company  herein,  and thereafter  (except in the case of a\nlease to  another  Person)  the  predecessor  entity  shall be  relieved  of all\nobligations  and  covenants  under th Indenture and the  Securities  and, in the\nevent of such  conveyance  or  transfer,  any  such  predecessor  entity  may be\ndissolved and liquidated.\n\nSECTION 9.3 Opinion of Counsel To Be Given Trustee.\n\n     The Trustee  subject to the  provisions of Sections 6.1 and 6.2 may receive\nan  Opinion  of  Counsel as  conclusive  evidence  that any such  consolidation,\nmerger, sale or conveyance, and any such assumption complies with the provisions\nof this Article 9.\n\n\n                                   ARTICLE 10\n\n                           SATISFACTION AND DISCHARGE\n\n\nSECTION 10.1 Satisfaction and Discharge of Indenture.\n\n     (A) If at any time (i) the Company shall have paid or caused to be paid the\nprincipal  of and  interest  on all the  Securities  of any  series  Outstanding\nhereunder and all unmatured Coupons  appertaining thereto (other than Securities\nof such series and Coupons appertaining thereto which have been destroyed,  lost\nor stolen and which have been  replaced or paid as  provided in Section  2.9) as\nand when the same shall have become due and payable,  or (ii) the Company  shall\nhave  delivered to the Trustee for  cancellation  all  Securities  of any series\ntheretofore  authenticated and all unmatured Coupons appertaining thereto (other\nthan any Securities of such series and Coupons  appertaining thereto which shall\nhave been  destroyed,  lost or\n\n\n\n                                       66\n\n\n\n\nstolen and which shall have been replaced or paid as provided in Section 2.9) or\n(iii) in the case of any series of Securities where the exact amount  (including\nthe  currency of  payment)  of  principal  of and  interest  due on which can be\ndetermined  at the time of making the  deposit  referred to in clause (b) below,\n(a) all the  Securities  of such series and all unmatured  Coupons  appertaining\nthereto not  theretofore  delivered to the Trustee for  cancellation  shall have\nbecome due and payable,  or are by their terms to become due and payable  within\none year or are to be called for redemption  within one year under  arrangements\nsatisfactory to the Trustee for the giving of notice of redemption,  and (b) the\nCompany  shall have  irrevocably  deposited or caused to be  deposited  with the\nTrustee as trust funds in trust the entire amount in (i) cash (other than moneys\nrepaid by the  Trustee or any Paying  Agent to the  Company in  accordance  with\nSection  10.4),  (ii) in the case of any series of  Securities  the  payments on\nwhich may only be made in Dollars,  direct  obligations  of the United States of\nAmerica,  backed by its full faith and credit (\"U.S.  Government  Obligations\"),\nmaturing as to principal  and interest at such times and in such amounts as will\ninsure the  availability of cash sufficient to pay at such Maturity or upon such\nredemption,  as the case may be, or (iii) a combination thereof,  sufficient, in\nthe opinion of a nationally  recognized firm of independent  public  accountants\nexpressed in a written  certification  thereof delivered to the Trustee,  to pay\n(a) the  principal  and  interest on all  Securities  of such series and Coupons\nappertaining  thereto on each date that such  principal  or  interest is due and\npayable and (b) any  mandatory  sinking fund payments on the dates on which such\npayments are due and payable in  accordance  with the terms of the Indenture and\nthe Securities of such series;  and if, in any such case, the Company shall also\npay or cause to be paid all other sums payable  hereunder  by the Company,  then\nthis  Indenture  shall cease to be of further effect (except as to (i) rights of\nregistration  of  transfer  and  exchange  of  Securities  of such Series and of\nCoupons appertaining thereto and the Company's right of optional redemption,  if\nany,  (ii)  substitution  of  mutilated  defaced,   destroyed,  lost  or  stolen\nSecurities  or  Coupons,  (iii)  rights of holders  of  Securities  and  Coupons\nappertaining  thereto to receive  payments of  principal  thereof  and  interest\nthereon,   upon  the  original   stated  due  dates   therefor   (but  not  upon\nacceleration),  and remaining rights of the Holders to receive mandatory sinking\nfund  payments,  if any, (iv) any optional  redemption  rights of such series of\nSecurities to the extent to be exercised to make such call for redemption within\none year,  (v) the rights,  obligations,  duties and  immunities  of the Trustee\nhereunder,  including those under Section 6.6, (vi) the rights of the Holders of\nsecurities  of such series and  Coupons  appertaining  thereto as  beneficiaries\nhereof with respect to the property so deposited with the Trustee payable to all\nor any of them, and (vii) the  obligations of the Company under Section 3.2) and\nthe Trustee,  on demand of the Company  accompanied by an Officer's  Certificate\nand an Opinion  of Counsel  and at the cost and  expense of the  Company,  shall\nexecute proper  instruments  acknowledging  such satisfaction of and discharging\nthis  Indenture;  provided,  that the rights of\n\n\n\n                                       67\n\n\n\n\nHolders of the Securities and Coupons to receive amounts in respect of principal\nof and interest on the  Securities and Coupons held by them shall not be delayed\nlonger  than  required  by then  applicable  mandatory  rules or policies of any\nsecurities  exchange upon which the Securities are listed. The Company agrees to\nreimburse  the  Trustee  for any costs or  expenses  thereafter  reasonably  and\nproperly  incurred and to  compensate  the Trustee for any  services  thereafter\nreasonably  and  properly  rendered  by the  Trustee  in  connection  with  this\nIndenture or the Securities of such series.\n\n     (B) The following  provisions  shall apply to the Securities of each series\nunless  specifically  otherwise  provided  in  a  Board  Resolution,   Officer's\nCertificate or indenture  supplemental  hereto provided pursuant to Section 2.3.\nIn  addition  to  discharge  of the  Indenture  pursuant  to the next  preceding\nparagraph,  in the case of any series of Securities the exact amounts (including\nthe  currency of  payment)  of  principal  of and  interest  due on which can be\ndetermined  at the time of making the  deposit  referred to in clause (a) below,\nthe Company shall be deemed to have paid and discharged the entire  indebtedness\non all the Securities of such a series and the Coupons  appertaining  thereto on\nthe  date  of the  deposit  referred  to in  subparagraph  (a)  below,  and  the\nprovisions of this  Indenture  with respect to the Securities of such series and\nCoupons  appertaining  thereto  shall no longer be in effect  (except  as to (i)\nrights of registration of transfer and exchange of Securities of such series and\nof Coupons  appertaining thereto and the Company's right of optional redemption,\nif any, (ii)  substitution  of  mutilated,  defaced,  destroyed,  lost or stolen\nSecurities  or  Coupons,  (iii)  rights of Holders  of  Securities  and  Coupons\nappertaining  thereto to receive  payments of  principal  thereof  and  interest\nthereon,   upon  the  original   stated  due  dates   therefor   (but  not  upon\nacceleration),  and remaining rights of the Holders to receive mandatory sinking\nfund  payments,  if any, (iv) any optional  redemption  rights of such series of\nSecurities to the extent to be exercised to make such call for redemption within\none year,  (v) the rights,  obligations,  duties and  immunities  of the Trustee\nhereunder,  (vi) the rights of the  Holders  of  Securities  of such  series and\nCoupons  appertaining  thereto  as  beneficiaries  hereof  with  respect  to the\nproperty so deposited  with the Trustee  payable to all or any of them and (vii)\nthe  obligations  of the Company  under  Section  3.2) and the  Trustee,  at the\nexpense  of  the  Company,  shall  at  the  Company's  request,  execute  proper\ninstruments acknowledging the same, if\n\n          (a) with  reference  to this  provision  the Company  has  irrevocably\n     deposited or caused to be  irrevocably  deposited with the Trustee as trust\n     funds in trust,  specifically pledged as security for, and dedicated solely\n     to, the benefit of the Holders of the Securities of such series and Coupons\n     appertaining  thereto  (i)  cash in an  amount,  or (ii) in the case of any\n     series of  Securities  the  payments  on which may only be made in Dollars,\n     U.S. Government Obligations,\n\n\n\n                                       68\n\n\n\n\n     maturing as to principal  and interest at such times and in such amounts as\n     will  insure  the  availability  of cash or  (iii) a  combination  thereof,\n     sufficient,  in the opinion of a nationally  recognized firm of independent\n     public accountants  expressed in a written  certification thereof delivered\n     to the Trustee,  to pay (a) the principal and interest on all Securities of\n     such  series  and  Coupons  appertaining  thereto  on each  date  that such\n     principal or interest is due and payable and (b) any mandatory sinking fund\n     payments  on the  dates on  which  such  payments  are due and  payable  in\n     accordance  with the  terms of the  Indenture  and the  Securities  of such\n     series;\n\n          (b) such  deposit  will not  result  in a breach or  violation  of, or\n     constitute  a default  under,  any  agreement  or  instrument  to which the\n     Company is a party or by which it is bound;\n\n          (c) the  Company  has  delivered  to the Trustee an Opinion of Counsel\n     based on the fact that (x) the Company has received from, or there has been\n     published by, the IRS a ruling or (y) since the date hereof, there has been\n     a change in the  applicable  Federal  income tax law, in either case to the\n     effect  that,  and such  opinion  shall  confirm  that,  the Holders of the\n     Securities  of such  series  and  Coupons  appertaining  thereto  will  not\n     recognize  income,  gain or loss  for  United  States  Federal  income  tax\n     purposes as a result of such deposit,  defeasance and discharge and will be\n     subject to United States  Federal  income tax on the same amount and in the\n     same  manner  and at the same  times,  as would  have been the case if such\n     deposit, defeasance and discharge had not occurred; and\n\n          (d) the Company has delivered to the Trustee an Officer's  Certificate\n     and an Opinion of  Counsel,  each  stating  that all  conditions  precedent\n     provided for relating to the defeasance contemplated by this provision have\n     been complied with.\n\n     (C) The Company shall be released from its  obligations  under Sections 3.6\nand 9.1 and unless  otherwise  provided for in the Board  Resolution,  Officer's\nCertificate  or  Indenture  supplemental  hereto  establishing  such  series  of\nSecurities,  from all  covenants  and other  obligations  referred to in Section\n2.3(18) or 2.3(19)  with respect to such series of  Securities,  and any Coupons\nappertaining thereto, outstanding on and after the date the conditions set forth\nbelow are satisfied (hereinafter, \"covenant defeasance\"). For this purpose, such\ncovenant  defeasance  means that, with respect to the Outstanding  Securities of\nany series,  the Company may omit to comply with and shall have no  liability in\nrespect of any term, condition or limitation set forth in such Section,  whether\ndirectly  or  indirectly  by reason of any  reference  elsewhere  herein to such\nSection or by reason of any  reference  in such  Section to any\n\n\n\n                                       69\n\n\n\n\nother  provision  herein or in any other  document  and such  omission to comply\nshall not constitute an Event of Default under Section 5.1, but the remainder of\nthis Indenture and such Securities and Coupons shall be unaffected thereby.  The\nfollowing  shall be the conditions to  application of this  subsection C of this\nSection 10.1:\n\n          (a) The Company has  irrevocably  deposited  or caused to be deposited\n     with the  Trustee  as trust  funds in trust for the  purpose  of making the\n     following  payments,  specifically  pledged as security  for, and dedicated\n     solely to, the benefit of the holders of the  Securities of such series and\n     coupons appertaining thereto, (i) cash in an amount, or (ii) in the case of\n     any series of Securities the payments on which may only be made in Dollars,\n     U.S. Government  Obligations  maturing as to principal and interest at such\n     times and in such amounts as will insure the  availability of cash or (iii)\n     a  combination  thereof,   sufficient,  in  the  opinion  of  a  nationally\n     recognized firm of independent  public  accountants  expressed in a written\n     certification  thereof  delivered to the Trustee,  to pay (A) the principal\n     and  interest on all  Securities  of such  series and Coupons  appertaining\n     thereof and (B) any  mandatory  sinking  fund  payments on the day on which\n     such  payments  are due and  payable  in  accordance  with the terms of the\n     Indenture and the Securities of such series;\n\n          (b) No Event of Default or event which with notice or lapse of time or\n     both would become an Event of Default with respect to the Securities  shall\n     have occurred and be continuing on the date of such deposit;\n\n          (c) Such  covenant  defeasance  shall not cause the  Trustee to have a\n     conflicting  interest  as defined in Section  6.9 and for  purposes  of the\n     Trust Indenture Act with respect to any securities of the Company;\n\n          (d) Such covenant defeasance shall not result in a breach or violation\n     of, or constitute a default under, this Indenture or any other agreement or\n     instrument to which the Company is a party or by which it is bound;\n\n          (e) Such  covenant  defeasance  shall not cause  any  Securities  then\n     listed on any registered  national  securities  exchange under the Exchange\n     Act to be delisted;\n\n          (f) The  Company  shall have  delivered  to the  Trustee an  Officer's\n     Certificate  and  Opinion of Counsel to the effect  that the Holders of the\n     Securities  of such  series  and  Coupons  appertaining  thereto  will  not\n     recognize  income,  gain or loss  for \n\n\n\n                                       70\n\n\n\n\n     United  States  Federal  income tax  purposes as a result of such  covenant\n     defeasance  and will be subject to United States  Federal income tax on the\n     same  amounts,  in the same manner and at the same times as would have been\n     the case if such covenant defeasance had not occurred; and\n\n          (g) The  Company  shall have  delivered  to the  Trustee an  Officer's\n     Certificate  and an Opinion of Counsel,  each stating  that all  conditions\n     precedent provided for relating to the covenant defeasance  contemplated by\n     this provision have been complied with.\n\nSECTION 10.2  Application  by  Trustee  of  Funds  Deposited  for  Payment  of\n               Securities.\n\n     Subject to Section 10.4,  all moneys  deposited  with the Trustee (or other\ntrustee)  pursuant  to Section  10.1 shall be held in trust and applied by it to\nthe payment,  either directly or through any Paying Agent (including the Company\nacting as its own Paying Agent), to the Holders of the particular  Securities of\nsuch series and of Coupons appertaining thereto for the payment or redemption of\nwhich such moneys have been deposited  with the Trustee,  of all sums due and to\nbecome  due  thereon  fo  principal  and  interest;  but such  money need not be\nsegregated from other funds except to the extent required by law.\n\nSECTION 10.3 Repayment of Moneys Held by Paying Agent.\n\n     In connection  with the  satisfaction  and discharge of this Indenture with\nrespect to  Securities  of any series,  all moneys then held by any Paying Agent\nunder the provisions of this Indenture with respect to such series of Securities\nshall,  upon demand of the  Company,  be repaid to it or paid to the Trustee and\nthereupon  such Paying Agent shall be released from all further  liability  with\nrespect to such moneys.\n\nSECTION 10.4 Return of Unclaimed Moneys Held by Trustee and Paying Agent.\n\n     Any moneys  deposited  with or paid to the Trustee or any Paying  Agent for\nthe payment of the principal of and any premium and interest on any Security and\nany  series  of  Coupons  attached  thereto  and not so  applied  but  remaining\nunclaimed  under  applicable  law shall be  transferred  by the  Trustee  to the\nappropriate  Persons in accordance with applicable  laws, and the Holder of such\nSecurity of such series and of any Coupons appertaining thereto shall thereafter\nlook only to such  Persons  for an payment  which such Holder may be entitled to\ncollect and all  liability  of the Trustee and such Paying Agent with respect to\nsuch moneys shall thereupon cease.\n\n\n\n                                       71\n\n\n\n\nSECTION 10.5 Indemnity for U.S. Government Obligations.\n\n     The Company  shall pay and  indemnify  the Trustee  against any tax, fee or\nother  charge  imposed on or assessed  against the U.S.  Government  Obligations\ndeposited  pursuant to Section  10.1 or the  principal  or interest  received in\nrespect of such obligations.\n\n\n                                   ARTICLE 11\n\n                            MISCELLANEOUS PROVISIONS\n\n\nSECTION 11.1 Incorporators,  Stockholders,  Officers  and  Directors  of Company\n             Exempt from Individual Liability.\n\n     No recourse under or upon any obligation,  covenant or agreement  contained\nin this Indenture,  or in any Security, or because of any indebtedness evidenced\nthereby,  shall be had against any  incorporator,  as such, or against any past,\npresent or future stockholder,  officer or director,  as such, of the Company or\nof any successor, either directly or through the Company or any successor, under\nany rule of law,  statute or  constitutional  provision or by the enforcement of\nany  assessment or by any legal or equitable  proceeding or otherwise,  all such\nliability  being  expressly  waived  and  released  by  the  acceptance  of  the\nSecurities and the Coupons, if any,  appertaining thereto by the Holders thereof\nand as part of the consideration for the issue of the Securities and the Coupons\nappertaining thereto.\n\nSECTION 11.2 Provisions of Indenture for the Sole Benefit of Parties and Holders\n             of Securities and Coupons.\n\n     Nothing in this Indenture, in the Securities or in the Coupons appertaining\nthereto,  expressed or implied, shall give or be construed to give to any Person\nother than the  parties  thereto  and their  successors  and the  Holders of the\nSecurities  or Coupons,  if any, any legal or equitable  right,  remedy or claim\nunder this Indenture or under any covenant or provision  herein  contained,  all\nsuch covenants and  provisions  being for the sole benefit of the parties hereto\nand their successors and of the Holders of the Securities or Coupons, if any.\n\nSECTION 11.3 Successors and Assigns of Company Bound by Indenture.\n\n     All the covenants, stipulations,  promises and\n\n\n\n                                       72\n\n\n\n\nagreements in this Indenture contained by or in behalf of the Company shall bind\nits successors and assigns, whether so expressed or not.\n\nSECTION 11.4 Notices and Demands on Company,  Trustee and Holders of  Securities\n             and  Coupons.\n\n     Any notice or demand which by any  provision of this  Indenture is required\nor  permitted  to be  given  or  served  by the  Trustee  or by the  Holders  of\nSecurities  or  Coupons,  if any, to or on the Company may be given or served by\nbeing  deposited   postage  prepaid,   first-class  mail  (except  as  otherwise\nspecifically provided herein) addressed (until another address of the Company is\nfiled  by  the  Company  with  the  Trustee)  to  HEALTHSOUTH  Corporation,  One\nHealthSouth Parkway, Birmingham, Alabama 35243 Attention: Secretary. Any notice,\ndirection,  request  or demand by the  Company or any  Holder of  Securities  or\nCoupons,  if  any,  to or  upon  the  Trustee  shall  be  deemed  to  have  been\nsufficiently  given or served by being deposited  postage  prepaid,  first-class\nmail (except as otherwise specifically provided herein) addressed (until another\naddress of the  Trustee is filed by the  Trustee  with the  Company) to 500 West\nJefferson  Street,  Louisville,   Kentucky  40202,  Attention:  Corporate  Trust\nDepartment.\n\n     Where  this  Indenture   provides  for  notice  to  Holders  of  Registered\nSecurities,  such notice shall be sufficiently  given (unless  otherwise  herein\nexpressly provided) if in writing and mailed, first-class mail, postage prepaid,\nto each  Holder  entitled  thereto,  at his last  address  as it  appears in the\nSecurity  Register.  In any case where  notice to such Holders is given by mail,\nneither the failure to mail such notice, nor any defect in any notice so mailed,\nto any  particular  Holder  shall  affect the  sufficiency  of such  notice with\nrespect  to other  Holders.  Where  this  Indenture  provides  for notice in any\nmanner,  such notice may be waived in writing by the person  entitled to receive\nsuch  notice,  either  before or after the event,  and such waiver  shall be the\nequivalent of such notice.  Waivers of notice by Holders shall be filed with the\nTrustee,  but such filing shall not be a condition  precedent to the validity of\nany action taken in reliance upon such waiver.\n\n     In case, by reason of the suspension of or  irregularities  in regular mail\nservice,  it shall be  impracticable  to mail  notice to the  Company  when such\nnotice is required to the given  pursuant to any  provision  of this  Indenture,\nthen any manner of giving such notice as shall be reasonably satisfactory to the\nTrustee shall be deemed to be a sufficient giving of such notice.\n\n\n\n                                       73\n\n\n\n\nSECTION 11.5 Officer's  Certificates  and Opinions of Counsel;  Statements to be\n             Contained  Therein.\n\n     Upon any  application  or demand by the  Company to the Trustee to take any\naction under any of the provisions of this Indenture,  the Company shall furnish\nto the Trustee an Officer's  Certificate  stating that all conditions  precedent\nprovided  for in this  Indenture  relating  to the  proposed  action  have  been\ncomplied  with and an  Opinion of Counsel  stating  that in the  opinion of such\ncounsel all such  conditions  precedent have been complied with,  except that in\nthe case of any such  application  o demand as to which the  furnishing  of such\ndocuments is specifically  required by any provision of this Indenture  relating\nto such particular  application or demand, no additional  certificate or opinion\nneed be furnished.\n\n     Each certificate or opinion provided for in this Indenture and delivered to\nthe Trustee with respect to compliance with a condition or covenant provided for\nin this  Indenture  shall  include (a) a statement  that the person  making such\ncertificate  or  opinion  has  read  such  covenant  or  condition,  (b) a brief\nstatement as to the nature and scope of the  examination or  investigation  upon\nwhich the  statements or opinions  contained in such  certificate or opinion are\nbased,  (c) a statement  that,  in the opinion of such person,  he has made such\nexamination  or  investigation  as is  necessary  to enable  him to  express  an\ninformed  opinion as to  whether  or not such  covenant  or  condition  has been\ncomplied  with and (d) a statement  as to whether or not, in the opinion of such\nperson, such condition or covenant has been complied with.\n\n     Any  certificate,  statement or opinion of an officer of the Company may be\nbased, insofar as it relates to legal matters,  upon a certificate or opinion of\nor representations by counsel, unless such officer knows that the certificate or\nopinion  or  representations   with  respect  to  the  matters  upon  which  his\ncertificate, statement or opinion may be based as aforesaid are erroneous, or in\nthe exercise of  reasonable  care should know that the same are  erroneous.  Any\ncertificate, statement or opinion of counsel may be based, insofar as it relates\nto factual matters or information  with respect to which is in the possession of\nthe Company, upon the certificate, statement or opinion of or representations by\nan officer of  officers  of the  Company,  unless  such  counsel  knows that the\ncertificate, statement or opinion or representations with respect to the matters\nupon which his  certificate,  statement or opinion may be based as aforesaid are\nerroneous,  or in the exercise of reasonable  care should know that the same are\nerroneous.\n\n     Any  certificate,  statement  or opinion of an officer of the Company or of\ncounsel  may be based,  insofar  as it  relates to  accounting  matters,  upon a\ncertificate  or  opinion  of or  representations  by an  accountant  or  firm of\naccountants in the\n\n\n\n                                       74\n\n\n\n\nemploy of the Company, unless such officer or counsel, as the case may be, knows\nthat the  certificate  or  opinion  of or  representations  with  respect to the\naccounting matters upon which his certificate, statement or opinion may be based\nas aforesaid are  erroneous,  or in the exercise of reasonable  care should know\nthat the same are erroneous.\n\n     Any  certificate or opinion of any independent  firm of public  accountants\nfiled with and directed to the Trustee shall contain a statement  that such firm\nis independent.\n\nSECTION 11.6 Payments Due on Saturdays, Sundays and Holidays.\n\n     If the date of Maturity of interest on or  principal of the  Securities  of\nany series or any Coupons  appertaining thereto or the date fixed for redemption\nor repayment of any such  Security or Coupon shall not be a Business  Day,  then\npayment of interest or principal  need not be made on such date, but may be made\non the next succeeding Business Day with the same force and effect as if made on\nthe date of Maturity  or the date fixed for  redemption,  and no interest  shall\naccrue for the period after such date.\n\nSECTION 11.7 Conflict of Any Provision of Indenture with Trust Indenture Act.\n\n     If and to the extent that any provision of this Indenture limits, qualifies\nor conflicts with duties imposed by, or with another provision (an \"incorporated\nprovision\")  included in this  Indenture  by  operation  of Sections 310 to 318,\ninclusive,  of the Trust  Indenture  Act,  such imposed  duties or  incorporated\nprovision shall control.\n\nSECTION 11.8 New York Law to Govern.\n\n     THIS  INDENTURE  AND EACH  SECURITY  AND  COUPON  SHALL BE  DEEMED  TO BE A\nCONTRACT  UNDER THE LAWS OF THE STATE OF NEW YORK, AND FOR ALL PURPOSES SHALL BE\nCONSTRUED  IN  ACCORDANCE  WITH THE LAWS OF SUCH  STATE,  WITHOUT  REGARD TO THE\nCONFLICTS OF LAW PRINCIPLES THEREOF.\n\nSECTION 11.9 Counterparts.\n\n     This Indenture may be executed in any number of counterparts, each of which\nshall be an original;  but such counterparts  shall together  constitute but one\nand the same instrument.\n\nSECTION 11.10 Effect of Headings.\n\n     The Article and Section  headings  herein and the Table of Contents are for\nconvenience only and shall not affect the\n\n\n\n                                       75\n\n\n\n\nconstruction hereof.\n\nSECTION 11.11 Securities in a Foreign Currency or in ECU.\n\n     Unless otherwise specified in an Officer's  Certificate  delivered pursuant\nto  Section  2.3 of this  Indenture  with  respect  to a  particular  series  of\nSecurities,  whenever for purposes of this  Indenture any action may be taken by\nthe  Holders  of  a  specified  percentage  in  aggregate  principal  amount  of\nSecurities  of all series or all series  affected by a particular  action at the\ntime  Outstanding  and, at such time,  there are  Outstanding  Securities of any\nseries which are denominated in a coin or currency other than Dollars (including\nECUs),  then the  principal  amount of  Securities of such series which shall be\ndeemed to be  Outstanding  for the purpose of taking  such action  shall be that\namount of Dollars that could be obtained for such amount at the Market  Exchange\nRate.  For purposes of this Section 11.11,  Market  Exchange Rate shall mean the\nnoon  Dollar  buying  rate in The New York  City  for  cable  transfers  of that\ncurrency as published by the Federal Reserve Bank of New York; provided,  in the\ncase of ECUs, Market Exchange Rate shall mean the rate of exchange determined by\nthe  Commission  of the  European  Communities  (or any  successor  thereto)  as\npublished in the Official Journal of the European  Communities (such publication\nor any successor  publication,  the \"Journal\").  If such Market Exchange Rate is\nnot  available for any reason with respect to such  currency,  the Trustee shall\nuse, in its sole discretion and without liability on its part, such quotation of\nthe  Federal  Reserve  Bank of New  York or,  in the  case of ECUs,  the rate of\nexchange as published in the Journal,  as of the most recent  available date, or\nquotations  or, in the case of ECUs,  rates of  exchange  from one or more major\nbanks in The  City of New York or in the  country  of issue of the  currency  in\nquestion,  which for  purposes of the ECU shall be  Brussels,  Belgium,  or such\nother  quotations or, in the case of ECU, rates of exchange as the Trustee shall\ndeem  appropriate.  The provisions of this paragraph  shall apply in determining\nthe equivalent principal amount in respect of Securities of a series denominated\nin a currency other than Dollars in connection  with any action taken by Holders\nof Securities pursuant to the terms of this Indenture.\n\n     All  decisions  and  determinations  of the  Trustee  regarding  the Market\nExchange  Rate or any  alternative  determination  provided for in the preceding\nparagraph  shall be in its sole discretion and shall, in the absence of manifest\nerror,  be  conclusive  to the  extent  permitted  by law for all  purposes  and\nirrevocably binding upon the Company and all Holders.\n\nSECTION 11.12 Judgment Currency.\n\n     The Company  agrees,  to the fullest  extent that it may  effectively do so\nunder  applicable law, that (a) if for the purpose of obtaining  judgment in any\ncourt it is necessary  to convert the sum due in respect of the  principal of or\ninterest\n\n\n\n                                       76\n\n\n\n\non the  Securities of any series (the  \"Required  Currency\")  into a currency in\nwhich a  judgment  will be  rendered  (the  \"Judgment  Currency\"),  the  rate of\nexchange  used  shall be the rate at which in  accordance  with  normal  banking\nprocedures  the  Trustee  could  purchase  in The City of New York the  Required\nCurrency  with the  Judgment  Currency  on the day on which  final  unappealable\njudgment is entered, unless such day is not a New York Banking Day, then, to the\nextent  permitted by applicable law, the rate of exchange used shall be the rate\nat which in accordance with normal banking procedures the Trustee could purchase\nin The City of New York the Required  Currency with the Judgment Currency on the\nNew York Banking Day preceding the day on which final  unappealable  judgment is\nentered and (b) its  obligations  under this  Indenture to make  payments in the\nRequired Currency (i) shall not be discharged or satisfied by any tender, or any\nrecovery  pursuant to any judgment  (whether or not entered in  accordance  with\nsubsection (a)), in any currency other than the Required Currency, except to the\nextent that such tender or recovery shall result in the actual  receipt,  by the\npayee,  of the full amount of the Required  Currency  expressed to be payable in\nrespect  of such  payments,  (ii)  shall be  enforceable  as an  alternative  or\nadditional  cause of  action  for the  purpose  of  recovering  in the  Required\nCurrency the amount,  if any, by which such actual  receipt  shall fall short of\nthe full amount of the  Required  Currency so  expressed to be payable and (iii)\nshall not be  affected by judgment  being  obtained  for any other sum due under\nthis Indenture. For purposes of the foregoing,  \"New York Banking Day\" means any\nday except a Saturday,  Sunday or a legal holiday in The City of New York or day\non which banking institutions in The City of New York are authorized or required\nby law or executive order to close.\n\n\n                                   ARTICLE 12\n\n                   REDEMPTION OF SECURITIES AND SINKING FUNDS\n\nSECTION 12.1 Applicability of Article.\n\n     The provisions of this Article shall be applicable to the Securities of any\nseries which are redeemable before their Maturity or to any sinking fund for the\nretirement  of  Securities  of  a  series  except  as  otherwise   specified  as\ncontemplated by Section 2.3 for Securities of such series.\n\nSECTION 12.2 Notice of Redemption; Partial Redemptions.\n\n     Notice of redemption to the Holders of Registered  Securities of any series\nto be redeemed as a whole or in part at the option of the Company shall be given\nby mailing notice of such redemption by first class mail,  postage  prepaid,  at\nleast 30 days and not more than 60 days prior to the date  fixed for  redemption\nto such  Holders of  Securities  of such series at their last  addresses as they\nshall appear upon the registry  books.\n\n\n\n                                       77\n\n\n\n\nNotice of redemption to the Holders of Unregistered Securities to be redeemed as\na whole or in part,  who have filed their names and  addresses  with the Trustee\npursuant  to  Section  313(c)(2)  of the Trust  Indenture  Act shall be given by\nmailing notice of such  redemption,  by first class mail,  postage  prepaid,  at\nleast 30 days and not more than 60 prior to the date  fixed for  redemption,  to\nsuch Holders at such  addresses as were so furnished to the Trustee (and, in the\ncase of any such  notice  given by the  Company,  the  Trustee  shall  make such\ninformation available to the Company for such purpose).  Notice of redemption to\nall other Holders of Unregistered Securities shall be published in an Authorized\nNewspaper in the Borough of Manhattan, The City of New York and in an Authorized\nNewspaper in London (and, if required by Section 3.9, in an Authorized Newspaper\nin Luxembourg),  in each case, once in each of three successive  calendar weeks,\nthe first  publication to be not less than 30 nor more than 60 days prior to the\ndate  fixed for  redemption.  Any notice  which is mailed in the  manner  herein\nprovided shall be conclusively  presumed to have been duly given, whether or not\nthe Holder receives the notice. Failure to give notice by mail, or any defect in\nthe notice to the Holder of any Security of a series  designated  for redemption\nas a whole or in part shall not affect the validity of the  proceedings  for the\nredemption of such Security of such series.\n\n     The notice of  redemption  to each such Holder shall  specify the principal\namount of each  Security of such series held by such Holder to be redeemed,  the\ndate fixed for redemption, the redemption price, the place or places of payment,\nthat payment will be made upon  presentation  and  surrender of such  Securities\nand, in the case of Securities  with Coupons  attached  thereto,  of all Coupons\nappertaining  thereto  maturing after the date fixed for  redemption,  that such\nredemption  is pursuant to th mandatory or optional  sinking  fund,  or both, if\nsuch be the case, that interest accrued to the date fixed for redemption will be\npaid as  specified  in such  notice  and that on and after  said  date  interest\nthereon or on the portions thereof to be redeemed will cease to accrue.  In case\nany Security of a series is to be redeemed in part only the notice of redemption\nshall state the portion of the principal amount thereof to be redeemed and shall\nstate that on and after the date fixed for  redemption,  upon  surrender of such\nSecurity,  a new Security or Securities of such series in principal amount equal\nto the unredeemed portion thereof will be issued.\n\n     The notice of  redemption of Securities of any series to be redeemed at the\noption  of the  Company  shall be  given by the  Company  or,  at the  Company's\nrequest, by the Trustee in the name and at the expense of the Company.\n\n     On or before the  redemption  date  specified  in the notice of  redemption\ngiven as provided in this Section,  the Company will deposit with the Trustee or\nwith one or more  Paying  Agents (or, if the Company is acting as its own Paying\nAgent,  set aside,  segregate and holder in trust as provided in Section 3.4) an\namount of money  sufficient to redeem on the redemption \n\n\n\n                                       78\n\n\n\n\ndate  all  the  Securities  of such  series  so  called  for  redemption  at the\nappropriate  redemption price,  together with accrued interest to the date fixed\nfor  redemption.  The Company will deliver to the Trustee at least 70 days prior\nto the date fixed for redemption,  or such shorter period as shall be acceptable\nto the Trustee, an Officer's  Certificate stating the aggregate principal amount\nof  Securities  to be redeemed.  In case of a redemption  at the election of the\nCompany  prior to the  expiration of any  restriction  on such  redemption,  the\nCompany  shall  deliver  to the  Trustee,  prior to the  giving of any notice of\nredemption to Holders pursuant to this Section, an Officer's Certificate stating\nthat such restriction has been complied with.\n\n     If less than all the Securities of a series are to be redeemed, the Trustee\nshall  select,  in such manner as it shall deemed  appropriate  and fair, in its\nsole  discretion,  Securities of such series to be redeemed in whole or in part.\nSecurities may be redeemed in part in multiples equal to the minimum  authorized\ndenomination for Securities of such series or any multiple thereof.  The Trustee\nshall  promptly  notify the Company in writing of the  Securities of such series\nselected  for  redemption  and,  in the case of any  Securities  of such  series\nselected for partial  redemption,  the principal  amount thereof to be redeemed.\nFor all purposes of this Indenture,  unless the context otherwise requires,  all\nprovisions  relating to the redemption of Securities of any series shall relate,\nin the case of any  Security  redeemed  or to be redeemed  only in part,  to the\nportion  of the  principal  amount of such  Security  which has been or is to be\nredeemed.\n\nSECTION 12.3 Payment of Securities Called for Redemption.\n\n     If notice of redemption has been given as above provided, the Securities or\nportions of Securities  specified in such notice shall become due and payable on\nthe date and at the place  stated in such  notice at the  applicable  redemption\nprice,  together with interest accrued to the date fixed for redemption,  and on\nand after said date  (unless  the Company  shall  default in the payment of such\nSecurities at the redemption price, together with interest accrued to said date)\ninterest on the  Securities or portions of  Securities so called for  redemption\nshall cease to accrue, and the unmatured Coupons, if any,  appertaining  thereto\nshall be void, and, except as provided in Sections 6.5 and 10.4, such Securities\nshall cease from and after the date fixed for  redemption  to be entitled to any\nbenefit or security under this Indenture,  and the Holders thereof shall have no\nright in respect of such  Securities  except the right to receive the redemption\nprice  thereof  and  unpaid  interest  to  the  date  fixe  for  redemption.  On\npresentation and surrender of such Securities at a place of payment specified in\nsaid notice,  together with all Coupons, if any,  appertaining  thereto maturing\nafter the date fixed for redemption,  said Securities or the specified  portions\nthereof shall be paid and redeemed by the Company at the  applicable  redemption\nprice,  together with\n\n\n\n                                       79\n\n\n\n\ninterest  accrued  thereon  to the date  fixed for  redemption;  provided,  that\npayment of interest  becoming  due on or prior to the date fixed for  redemption\nshall be payable in the case of Securities with Coupons attached thereto, to the\nHolders of the Coupons for such interest upon surrender thereof, and in the case\nof Registered Securities, to the Holder of such Registered Securities registered\nas such on the relevant  record  date,  subject to the terms and  provisions  of\nSection 2.3 and 2.7 hereof.\n\n     If any Security  called for redemption  shall not be so paid upon surrender\nthereof for redemption,  the principal  shall,  until paid or duly provided for,\nbear  interest  from the date fixed for  redemption  at the rate of  interest or\nYield to Maturity (in the case of an Original Issue Discount  Security) borne by\nsuch Security.\n\n     If any Security with Coupons attached thereto is surrendered for redemption\nand is not accompanied by all appurtenant  Coupons maturing after the date fixed\nfor redemption, the surrender of such missing Coupon or Coupons may be waived by\nthe Company and the Trustee, if there be furnished to each of them such security\nor indemnity as they may require to save each of them harmless.\n\n     Upon  presentation of any Security redeemed in part only, the Company shall\nexecute and the Trustee shall authenticate and deliver to or on the order of the\nHolder thereof,  at the expense of the Company,  a new Security or Securities of\nsuch series,  of  authorized  denominations,  in  principal  amount equal to the\nunredeemed portion of the Security so presented.\n\nSECTION 12.4 Exclusion of Certain  Securities from Eligibility for Selection for\n             Redemption.\n\n     Securities  shall be excluded from eligibility for selection for redemption\nif they are identified by registration  and  certificate  number in an Officer's\nCertificate  delivered to the Trustee at least 40 days prior to the last date on\nwhich  notice  of  redemption  may  be  given  as  being  owned  of  record  and\nbeneficially  by, and not pledged or hypothecated  by, either (a) the Company or\n(b) an entity  specifically  identified in such written statement as directly or\nindirectly  controlling  or  controlled  by or under  direct or indirect  common\ncontrol with the Company.\n\nSECTION 12.5 Mandatory and Optional Sinking Funds.\n\n     The minimum amount of any sinking fund payment provided for by the terms of\nthe Securities of any series is herein referred to as a \"mandatory  sinking fund\npayment,\" and any payment in excess of such minimum  amount  provided for by the\n\n\n\n                                       80\n\n\n\n\nterms of the  Securities  of any series is herein  referred  to as an  \"optional\nsinking fund payment.\" The date on which a sinking fund payment is to be made is\nherein referred to as the \"sinking fund payment date.\"\n\n     In lieu of making all or any part of any  mandatory  sinking  fund  payment\nwith respect to any series of Securities in cash,  the Company may at its option\n(a) deliver to the Trustee  Securities of such series  theretofore  purchased or\notherwise  acquired  (except upon redemption  pursuant to the mandatory  sinking\nfund) by the  Company  or receive  credit for  Securities  of such  series  (not\npreviously so credited)  theretofore  purchased or otherwise acquired (except as\naforesaid) by the Company and delivered to the Trustee for cancellation pursuant\nto Section  2.10,  (b) receive  credit for optional  sinking fund  payments (not\npreviously so credited) made pursuant to this Section, or (c) receive credit for\nSecurities of such series (not  previously so credited)  redeemed by the Company\nthrough any optional redemption provision contained in the terms of such series.\nSecurities so delivered or credited shall be received or credited by the Trustee\nat the sinking fund redemption price specified in such Securities.\n\n     On or before the 60th day next preceding each sinking fund payment date for\nany series,  the Company will  deliver to the Trustee an  Officer's  Certificate\n(which need not contain the statements  required by Section 11.5) (a) specifying\nthe portion of the mandatory  sinking fund payment to be satisfied by payment of\ncash and the portion to be satisfied by credit of  Securities of such series and\nthe basis for such  credit,  (b)  stating  that none of the  Securities  of such\nseries has  theretofore  been so  credited,  (c) stating that no defaults in the\npayment of  interest  or Events of Default  with  respect  to such  series  have\noccurred  (which  have not been  waived or  cured)  and are  continuing  and (d)\nstating  whether or not the  Company  intends to  exercise  its right to make an\noptional sinking fund payment with respect to such series and, if so, specifying\nthe amount of such optional  sinking fund payment  which the Company  intends to\npay on or before the next  succeeding  sinking fund payment date. Any Securities\nof such series to be credited  and  required to be  delivered  to the Trustee in\norder for the Company to be entitled to credit  therefor as aforesaid which have\nnot   theretofore   been  delivered  to  the  Trustee  shall  be  delivered  for\ncancellation  pursuant  to  Section  2.10 to the  Trustee  with  such  Officer's\nCertificate  (or reasonably  promptly  thereafter if acceptable to the Trustee).\nSuch  Officer's  Certificate  shall be  irrevocable  and upon its receipt by the\nTrustee the Company shall become unconditionally  obligated to make all the cash\npayments  or  payments  therein  referred  to,  if any,  on or  before  the next\nsucceeding sinking fund payment date.  Failure of the Company,  on or before any\nsuch 60th day, to deliver such Officer's Certificate and Securities specified in\nthis paragraph, if any, shall not constitute a default but shall constitute,  on\nand as of such  date,  the  irrevocable  election  of the  Company  (i) that the\nmandatory  sinking  fund  payment  for such  series  due on the next  succeeding\nsinking fund  payment date shall be paid  entirely\n\n\n\n                                       81\n\n\n\n\nin cash  without  the option to deliver or credit  Securities  of such series in\nrespect  thereof and (ii) that the Company  will make no optional  sinking  fund\npayment with respect to such series as provided in this Section.\n\n     If the sinking fund payment or payments  (mandatory or optional or both) to\nbe made in cash on the next succeeding sinking fund payment date plus any unused\nbalance of any preceding sinking fund payments made in cash shall exceed $50,000\n(or the  equivalent  thereof in any Foreign  Currency or ECU) or a lesser sum in\nDollars  (or the  equivalent  thereof  in any  Foreign  Currency  or ECU) if the\nCompany  shall so request  with  respect  to the  Securities  of any  particular\nseries,  such cash shall be applied on the next succeeding  sinking fund payment\ndate  to the  redemption  of  Securities  of such  series  at the  sinking  fund\nredemption   price  together  with  accrued  interest  to  the  date  fixed  for\nredemption.  If such amount shall be $50,000 (or the  equivalent  thereof in any\nForeign  Currency or ECU) or less and the Company  makes no such request then it\nshall be  carried  over  until a sum in excess  of  $50,000  (or the  equivalent\nthereof in any Foreign Currency or ECU) is available.  The Trustee shall select,\nin the manner  provided in Section  12.2,  for  redemption  on such sinking fund\npayment  date a  sufficient  principal  amount of  Securities  of such series to\nabsorb said cash, as nearly as may be, and shall (if requested in writing by the\nCompany)  inform the  Company of the serial  numbers of the  Securities  of such\nseries (or portions  thereof) so  selected.  Securities  shall be excluded  from\neligibility  for  redemption  under  this  Section  if they  are  identified  by\nregistration and certificate number in an Officer's Certificate delivered to the\nTrustee at least 60 days prior to the sinking  fund  payment date as being owned\nof record and  beneficially  by, and not pledged or hypothecated  by, either (a)\nthe  Company  or  (b)  an  entity  specifically  identified  in  such  Officer's\nCertificate  as directly or  indirectly  controlling  or  controlled by or under\ndirect or indirect common control with the Company. The Trustee, in the name and\nat the  expense of the  Company  (or the  Company,  if it shall so  request  the\nTrustee in writing)  shall cause notice of redemption of the  Securities of such\nseries to be given in  substantially  the manner  provided in Section  12.2 (and\nwith the effect  provided in Section  12.3) for the  redemption of Securities of\nsuch series in part at the option of the Company. The amount of any sinking fund\npayments not so applied or allocated to the  redemption  of  Securities  of such\nseries shall be added to the next cash sinking fund payment for such series and,\ntogether with such payment,  shall be applied in accordance  with the provisions\nof this  Section.  Any and all sinking  fund moneys held on the Stated  Maturity\ndate of the Securities of any particular series (or earlier, if such maturity is\naccelerated),  which are not held for the payment or  redemption  of  particular\nSecurities  of such series  shall be applied,  together  with other  moneys,  if\nnecessary,  sufficient for the purpose,  to the payment of the principal of, and\ninterest on, the Securities of such series at Maturity.\n\n     On or before each sinking fund payment  date,  the\n\n\n\n                                       82\n\n\n\n\nCompany  shall pay to the  Trustee in cash or shall  otherwise  provide  for the\npayment of all interest  accrued to the date fixed for  redemption on Securities\nto be redeemed on the next following sinking fund payment date.\n\n     The Trustee  shall not redeem or cause to be redeemed any  Securities  of a\nseries with sinking fund moneys or give any notice of  redemption  of Securities\nfor such series by  operation of the sinking  fund during the  continuance  of a\ndefault in payment of  interest  on such  Securities  or of any Event of Default\nexcept that,  where the giving of notice of redemption of any  Securities  shall\ntheretofore  have been made,  the Trustee  shall  redeem or cause to be redeemed\nsuch  Securities,  provided  that it shall have  received from the Company a sum\nsufficient for such redemption.  Except as aforesaid,  any moneys in the sinking\nfund for such series at the time when any such default or Event of Default shall\noccur, and any moneys thereafter paid into the sinking fund,  shall,  during the\ncontinuance of such default or Event of Default be deemed to have been collected\nunder  Article 5 and held for the payment of all such  Securities.  In case such\nEvent of  Default  shall have been  waived as  provided  in Section  5.14 or the\ndefault  cured on or before the sixtieth day  preceding the sinking fund payment\ndate in any year, such moneys shall thereafter be applied on the next succeeding\nsinking fund payment date in accordance  with this Section to the  redemption of\nsuch Securities.\n\n\n                            [Signature page follows]\n\n\n\n\n                                       83\n\n\n\n\n     IN WITNESS  WHEREOF,  the parties  hereto have caused this  Indenture to be\nduly executed and attested as of the date first written above.\n\n                                              HEALTHSOUTH CORPORATION\n\n                                              By: \/s\/ MICHAEL D. MARTIN\n                                                 -------------------------------\n                                                  Michael D. Martin\n                                                  Executive Vice President,\n                                                  Chief Financial Officer and\n                                                  Treasurer\n\nAttest:\n\nBy: \/s\/ WILLIAM W. HORTON\n   --------------------------\n   Assistant Secretary                        PNC BANK, NATIONAL ASSOCIATION, as\n                                              Trustee\n\n                                              By: \/s\/ DAVID G. METCALF\n                                                  ------------------------------\n                                                  Name: David G. Metcalf\n                                                  Title: Vice President\n\nAttest:\n\nBy: \/s  W. MICHAEL HANKS\n    --------------------------\n    W. Michael Hanks\n    Vice President\n\n\n\n\n                                       84\n\n\n\n\nSTATE OF ALABAMA                    )\n                                    : ss.:\nCOUNTY OF JEFFERSON                 )\n\n      On the 22nd day of June,  1998,  before  me  personally  came  Michael  D.\nMartin,  to me known, who, being by me duly sworn, did depose and say that he is\nEVP,  CFO and  Treasurer of  HEALTHSOUTH  Corporation,  one of the  corporations\ndescribed in and which executed the foregoing instrument; that he knows the seal\nof said corporation;  that the seal affixed to said instrument is such corporate\nseal;  that it was so affixed by  authority  of the Board of  Directors  of said\ncorporation; and that he signed his name thereto by like authority.\n\n[NOTARIAL SEAL]                                        \/s\/ KATHY P. JONES\n                                                       -------------------------\n                                                           Notary Public\n\n\n\n\n\n\n                                       85\n\n\n\n\nSTATE OF KENTUCKY                   )\n                                    : ss.:\nCOUNTY OF JEFFERSON                 )\n\n      On the 22nd day of June, 1998, before me personally came David G. Metcalf,\nto me known,  who,  being by me duly  sworn,  did depose and say that he is Vice\nPresident of PNC Bank, National Association,  one of the corporations  described\nin and which executed the foregoing  instrument;  that he knows the seal of said\ncorporation;  that the seal affixed to said  instrument is such corporate  seal;\nthat  it was so  affixed  by  authority  of  the  Board  of  Directors  of  said\ncorporation; and that he signed his name thereto by like authority.\n\n[NOTARIAL SEAL]                                        \/s\/ W. MICHAEL HANES\n                                                       -------------------------\n                                                           Notary Public\n\n\n\n\n\n\n\n                                       86\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[7751,8542],"corporate_contracts_industries":[9415,9438],"corporate_contracts_types":[9560,9566],"class_list":["post-41068","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-healthsouth-corp","corporate_contracts_companies-pnc-financial-services-group-inc","corporate_contracts_industries-financial__banks","corporate_contracts_industries-health__misc","corporate_contracts_types-finance","corporate_contracts_types-finance__indenture"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/41068","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=41068"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=41068"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=41068"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=41068"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}