S-3

As filed with the Securities and Exchange Commission on October 16, 2009

Registration No. 333-

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form S-3

REGISTRATION STATEMENT UNDER THE
SECURITIES ACT OF 1933

American Axle & Manufacturing, Inc.

(Exact name of registrant as specified in its charter)

Delaware
(State or other jurisdiction of incorporation of organization) 38-3138388
(I.R.S. employer identification number)

American Axle & Manufacturing Holdings, Inc.

(Exact name of registrant as specified in its charter)

Delaware
(State or other jurisdiction of incorporation or organization) 36-3161171
(I.R.S. employer identification number)

One Dauch Drive
Detroit, Michigan 48211
(313) 758-2000
(Address including zip code, and telephone number, including area code, of registrants’ principal executive offices)

Patrick S. Lancaster
American Axle & Manufacturing, Inc.
One Dauch Drive
Detroit, Michigan 48211
(313) 758-2000
(Name, address, including zip code, and telephone number, including area code, of agent for service for the registrants)

Copies to:
Lisa L. Jacobs, Esq.
Shearman & Sterling LLP
599 Lexington Avenue
New York, New York 10022
(212) 848-4000

     Approximate date of commencement of proposed sale to the public: From time to time after the effective date of this Registration Statement.

     If the only securities being registered on this form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. o

     If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following
box. þ

     If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration number of the earlier effective registration statement for the same offering. o

     If this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

     If this form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. o

     If this form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. o

     Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer o	Accelerated filer þ	Non-accelerated filer o	Smaller reporting company o
		(do not check if a smaller reporting company)

CALCULATION OF REGISTRATION FEE

			Proposed Maximum		Proposed Maximum
Title of Each Class of	Amount to		Offering Price		Aggregate		Amount of
Securities to be Registered	be Registered		Per Unit		Offering Price		Registration Fee
Primary Offering: Debt securities, warrants to purchase debt securities, guarantees, common stock, $0.01 par value per share, and preferred stock
Total for sale by registrant		(3)		(3)		$500,000,000 (1)		$27,900 (2)
Secondary Offering: Warrants to purchase common stock, $0.01 par value per share, and underlying shares of common stock issuable upon exercise of warrants
Total for sale by selling security holders		4,093,729		$2.76 (4)		$11,298,692 (4)		$630.47 (4)

(1)	Estimated solely for the purpose of calculating the registration fee pursuant to rule 457(o) under the Securities Act of 1933, as amended.
(2)	Calculated in accordance with Rule 457(o) under the Securities Act of 1933, as amended.
(3)	Not specified as to each class of securities to be registered pursuant to General Instruction II(D) to Form S-3 under the Securities Act of 1933, as amended.
(4)	Calculated in accordance with Rule 457(i) under the Securities Act of 1933, as amended, with respect to the per share exercise price of the warrant of $2.76.

The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

SUBJECT TO COMPLETION, DATED October 16, 2009

PROSPECTUS

AMERICAN AXLE & MANUFACTURING, INC.

AMERICAN AXLE & MANUFACTURING HOLDINGS, INC.

Debt Securities
Guarantees
Warrants to Purchase Debt Securities
Warrants to Purchase Common Stock
Common Stock
Preferred Stock

     We will provide the specific terms of these securities in supplements or term sheets to this prospectus and whether an offer will be made by us, a selling security holder or both. You should read this prospectus, the prospectus supplements and term sheets carefully before you invest.

     We will not use this prospectus to confirm sales of any securities unless it is attached to a prospectus supplement or a term sheet.

     Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.

THE DATE OF THIS PROSPECTUS IS      , 2009.

TABLE OF CONTENTS

WHERE YOU CAN FIND MORE INFORMATION	ii
AMERICAN AXLE & MANUFACTURING		1
USE OF PROCEEDS		2
PROSPECTUS		3
PROSPECTUS SUPPLEMENT OR TERM SHEET		4
FORWARD-LOOKING STATEMENTS		5
DESCRIPTION OF DEBT SECURITIES		6
DESCRIPTION OF DEBT WARRANTS		34
DESCRIPTION OF COMMON STOCK WARRANTS		36
DESCRIPTION OF COMMON STOCK		37
DESCRIPTION OF PREFERRED STOCK		41
SPECIAL PROVISIONS RELATING TO FOREIGN CURRENCY NOTES		44
SELLING SECURITY HOLDERS		47
PLAN OF DISTRIBUTION		48
LEGAL MATTERS		49
EXPERTS		49
EXHIBIT 4.3
EXHIBIT 23.1
EXHIBIT 25.1

i

WHERE YOU CAN FIND MORE INFORMATION

     We are required to comply with the reporting requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and, in accordance with those requirements, we file combined reports, proxy statements and other information with the Securities and Exchange Commission (the “SEC”). Unless the context otherwise requires, references in this prospectus to the “company,” “we,” “our,” and “us” shall mean collectively (i) American Axle & Manufacturing, Inc., or AAM Inc., a Delaware corporation, and its direct and indirect subsidiaries and (ii) American Axle & Manufacturing Holdings, Inc., or Holdings, a Delaware corporation and the direct parent corporation of AAM Inc.

     You can call the SEC’s toll-free number at 1-800-SEC-0330 for further information. The SEC maintains a website at www.sec.gov that contains reports, proxy and information statements and other information regarding companies like ours that file with the SEC electronically. The documents can be found by searching the EDGAR archives at the SEC’s website or can be inspected and copied at the Public Reference Section of the SEC located at 100 F Street, NE, Washington, D.C. 20549. Our SEC filings and other information about us may also be obtained from our website at www.aam.com, although information on our website does not constitute a part of this prospectus. Material that we have filed may also be inspected at the library of the New York Stock Exchange, 20 Broad Street, New York, New York 10005.

     The SEC allows us to “incorporate by reference” the information we file with them, which means that we can disclose important information to you by referring you to those documents that are considered part of this prospectus. Later information that we file will automatically update and supersede this information. We incorporate by reference the documents listed below and any future filings we make with the SEC under Section 13(a), 13(c), 14 or 15(d) of the Exchange Act (i) after the date of the filing of this registration statement and prior to effectiveness and (ii) until the offering of the particular securities covered by a prospectus supplement or term sheet has been completed. This prospectus is part of a registration statement filed with the SEC.

     We are incorporating by reference into this prospectus the following documents filed with the SEC (excluding any portions of such documents that have been “furnished” but not “filed” for purposes of the Exchange Act):

• Holdings’ annual report on Form 10-K for the fiscal year ended December 31, 2008 filed with the SEC on March 13, 2009.

• Holdings’ quarterly report on Form 10-Q for the quarter ended March 31, 2009 filed with the SEC on May 4, 2009.

• Holdings’ quarterly report on Form 10-Q for the quarter ended June 30, 2009 filed with the SEC on August 6, 2009.

• Holdings’ current reports on Form 8-K filed with the SEC on January 30, 2009 (Item 8.01), February 13, 2009, February 19, 2009, March 4, 2009, May 29, 2009, June 4, 2009 (Item 8.01), July 7, 2009 (excluding Item 7.01), July 30, 2009 (excluding Item 7.01), August 18, 2009 (excluding Item 7.01), August 31, 2009 (excluding Item 7.01), September 16, 2009 (excluding Item 7.01), September 17, 2009 (excluding Item 7.01).

     The documents incorporated by reference in this prospectus are available from us upon request. We will provide a copy of any and all of the information that is incorporated by reference in this prospectus to any person, without charge, upon written or oral request. Requests for such copies should be directed to the following:

American Axle & Manufacturing Holdings, Inc.
Attention: Investor Relations
One Dauch Drive
Detroit, Michigan 48211-1198
Telephone Number: (313) 758-4814

     Except as provided above, no other information, including, but not limited to, information on our websites is incorporated by reference in this prospectus.

ii

AMERICAN AXLE & MANUFACTURING

     We are a Tier I supplier to the automotive industry. We manufacture, engineer, design and validate driveline and drivetrain systems and related components and chassis modules for trucks, sport utility vehicles (“SUVs”), passenger cars and crossover utility vehicles. Driveline and drivetrain systems include components that transfer power from the transmission and deliver it to the drive wheels. Our driveline, drivetrain and related products include axles, chassis modules, driveshafts, power transfer units, transfer cases, chassis and steering components, driving heads, crankshafts, transmission parts and metal-formed products.

     We are the principal supplier of driveline components to General Motors Corporation (“GM”) for its rear-wheel drive (“RWD”) light trucks and SUVs manufactured in North America, supplying substantially all of GM’s rear axle and front four-wheel drive and all-wheel drive (“4WD/AWD”) axle requirements for these vehicle platforms.

     We are also the principal supplier of driveline system products for Chrysler LLC (“Chrysler”) heavy-duty Dodge Ram full-size pickup trucks (“Dodge Ram program”) and its derivatives.

     In addition to GM and Chrysler, we supply driveline systems and other related components to PACCAR Inc., Ford Motor Company (“Ford”), Harley-Davidson and other original equipment manufacturers (“OEMs”) and Tier I supplier companies such as The Timken Company, Jatco Ltd. and Hino Motors, Ltd.

1

USE OF PROCEEDS

     Except as may be described otherwise in a prospectus supplement or term sheet, we will add the net proceeds from the sale of the securities under this prospectus to our general funds and will use them for working capital and other general corporate purposes, which may include, among other things, reducing or refinancing indebtedness or funding acquisitions.

2

PROSPECTUS

     This prospectus is part of a registration statement that we filed with the SEC utilizing a “shelf” registration process. Under this shelf process, we may sell any combination of the following securities in one or more offerings:

• debt securities (“debt securities”), which may be either senior (the “senior securities”) or subordinated (the “subordinated securities”), unsecured (“unsecured debt securities”) or secured (“secured debt securities”) guaranteed by Holdings.;

• warrants to purchase debt securities (“debt warrants”);

• warrants to purchase shares of the common stock of Holdings, issued to General Motors Company (“GM”) pursuant to the warrant agreement by and between Holdings and GM dated as of September 16, 2009, (“common stock warrants”) and the underlying shares of the common stock of Holdings (“warrant shares”);

• shares of the common stock of Holdings. (“common stock”); or

• shares of our preferred stock (“preferred stock”).

     The terms of the securities will be determined at the time of offering.

     We will refer to the debt securities, debt warrants, common stock warrants, warrant shares, the guarantees of the debt securities, common stock and preferred stock, or any combination of those securities, proposed to be sold under this prospectus and the applicable prospectus supplement or term sheet as the “offered securities.” The offered securities, together with any debt securities, common stock and preferred stock issuable upon exercise of debt warrants, common stock warrants, warrant shares or conversion or exchange of other offered securities, as applicable, will be referred to as the “securities.”

     You should rely only on the information contained or incorporated by reference in this prospectus or prospectus supplement. We have not authorized any other person to provide you with different information. If anyone provides you with different or inconsistent information, you should not rely on it. We are not making an offer to sell these securities in any jurisdiction where the offer or sale is not permitted. You should assume that the information appearing in this prospectus, prospectus supplement, or any documents incorporated by reference is accurate only as of the date on the front cover of the applicable document. Our business, financial condition, results of operations and prospects may have changed since then.

3

PROSPECTUS SUPPLEMENT OR TERM SHEET

     This prospectus provides you with a general description of the debt securities, warrants to purchase debt securities, common stock warrants, warrant shares, common stock and preferred stock we may offer. Each time we sell securities, we will provide a prospectus supplement or term sheet that will contain specific information about the terms of that offering and whether securities are being offered by us, a selling security holder or both. The prospectus supplement or term sheet may also add to, update or change information contained in this prospectus, and accordingly, to the extent inconsistent, information in this prospectus is superseded by the information in the prospectus supplement or term sheet. You should read both this prospectus and any prospectus supplement or term sheet together with the additional information described under the heading “Where You Can Find More Information.”

     The prospectus supplement or term sheet to be attached to the front of this prospectus will describe: the terms of the securities offered, any initial public offering price, the price paid to us for the securities, the net proceeds to us, the manner of distribution and any underwriting compensation and the other specific material terms related to the offering of these securities.

     For more detail on the terms of the securities, you should read the exhibits filed with or incorporated by reference in our Registration Statement.

4

FORWARD-LOOKING STATEMENTS

     Certain statements contained in this prospectus, or any accompanying prospectus supplement and the documents incorporated herein or therein by reference are forward-looking in nature and relate to trends and events that may affect our future financial position and operating results.

Such statements are “forward-looking” statements within the meaning of the Private Securities Litigation Reform Act of 1995 and relate to trends and events that may affect our future financial position and operating results. The terms such as “will,” “may,” “could,” “would,” “plan,” “believe,” “expect,” “anticipate,” “intend,” “project,” and similar words of expressions, as well as statements in future tense, are intended to identify forward-looking statements.

     Forward-looking statements should not be read as a guarantee of future performance or results, and will not necessarily be accurate indications of the times at, or by, which such performance or results will be achieved. Forward-looking statements are based on information available at the time those statements are made and/or management’s good faith belief as of that time with respect to future events and are subject to risks and differ materially from those expressed in or suggested by the forward-looking statements. Important factors that could cause such differences include, but are not limited to:

• our ability to comply with the definitive terms and conditions of various commercial and financing arrangements with our key stakeholders, including senior lenders, General Motors Company (“GM”) and Chrysler LLC (“Chrysler”);

• the impact on our business of requirements imposed on, or actions taken by, any of our customers in response to TARP or similar programs;

• global economic conditions;

• availability of financing for working capital, capital expenditures, R&D or other general corporate purposes, including our ability to comply with covenants and commercial agreements;

• our customers’ (including GM and Chrysler) and suppliers’ availability of financing for working capital, capital expenditures, R&D and other general corporate purposes;

• reduced purchases of our products by GM, Chrysler or other customers;

• reduced demand for our customers’ products (particularly light trucks and SUVs produced by GM and Chrysler);

• our ability to achieve cost reductions through ongoing restructuring actions;

• additional restructuring actions that may occur;

• our ability to achieve the level of cost reductions required to sustain global cost competitiveness;

• our ability to maintain satisfactory labor relations and avoid future work stoppages;

• our suppliers’ ability to maintain satisfactory labor relations and avoid work stoppages;

• our customers’ and their suppliers’ ability to maintain satisfactory labor relations and avoid work stoppages;

• our ability to implement improvements in our U.S. labor cost structure;

• supply shortages or price increases in raw materials, utilities or other operating supplies;

• our ability or our customers’ and suppliers’ ability to successfully launch new product programs on a timely basis;

• our ability to realize the expected revenues from our new and incremental business backlog;

• our ability to attract new customers and programs for new products;

• our ability to develop and produce new products that reflect market demand;

• lower-than-anticipated market acceptance of new or existing products;

• our ability to respond to changes in technology, increased competition or pricing pressures;

• continued or increased high prices for or reduced availability of fuel;

• adverse changes in laws, government regulations or market conditions affecting our products or our customers’ products (such as the Corporate Average Fuel Economy regulations);

• adverse changes in economic conditions or the political stability of our principal markets (particularly North America, Europe, South America and Asia);

• liabilities arising from warranty claims, product liability and legal proceedings to which we are or may become a party;

• changes in liabilities arising from pension and other postretirement benefit obligations;

• risks of noncompliance with environmental regulations or risks of environmental issues that could result in unforeseen costs at our facilities;

• our ability to attract and retain key associates;

• other unanticipated events and conditions that may hinder our ability to compete.

     It is not possible to foresee or identify all such factors and we make no commitment to update any forward-looking statement or to disclose any facts, events or circumstances after the date hereof that may affect the accuracy of any forward-looking statement.

5

DESCRIPTION OF DEBT SECURITIES

     We may issue debt securities in one or more distinct series. This section summarizes the material terms of the debt securities that are common to all series. Most of the financial terms and other specific material terms of any series of debt securities that we offer will be described in a prospectus supplement or term sheet to be attached to the front of this prospectus. Furthermore, since the terms of specific debt securities may differ from the general information we have provided below, you should rely on information in the prospectus supplement or term sheet that contradicts different information below.

     As required by federal law for all bonds and debt securities of companies that are publicly offered, the debt securities are governed by a document called an “indenture.” An indenture is a contract between us and a financial institution acting as trustee on your behalf. Unless otherwise indicated in a prospectus supplement, the trustee will be The Bank of New York Mellon Trust Company, N.A. The trustee has two main roles. First, the trustee can enforce your rights against us if we default. There are some limitations on the extent to which the trustee acts on your behalf, described in the second paragraph under “Events of Default.” Second, the trustee performs certain administrative duties for us.

     The term “trustee” refers to the senior trustee or the subordinated trustee, as appropriate. We will refer to the indenture that governs the debt securities as the “indenture.” The indenture is subject to and governed by the Trust Indenture Act of 1939, as amended (the “TIA”).

     The following summary does not purport to be complete, and is subject to, and is qualified in its entirety by reference to, all of the provisions of the debt securities and the indenture. We urge you to read the indenture and the form of the debt securities, which you may obtain from us upon request. As used in this description, all references to “AAM Inc.,” “our company,” the “issuer,” “we,” “us” or “our” mean American Axle & Manufacturing, Inc., excluding, unless otherwise expressly stated or the context otherwise requires, its subsidiaries, and all references to “Holdings” mean American Axle & Manufacturing Holdings, Inc., our parent corporation, excluding, unless otherwise expressly stated or the context otherwise requires, its subsidiaries. Holdings has no material operations or assets other than its ownership of 100% of the issued and outstanding common stock of American Axle & Manufacturing, Inc., the issuer.

General

     The debt securities will be AAM Inc.’s obligations which may be secured or unsecured. The senior unsecured securities will rank equally with all of our other unsecured and unsubordinated indebtedness and will be guaranteed by Holdings. The Holdings guarantee will rank equally with all of its other unsecured and unsubordinated indebtedness. Terms of secured debt securities and the related Holdings guarantee will be more fully described in a prospectus supplement. The subordinated securities will be subordinated in right of payment to the prior payment in full of AAM Inc.’s Senior Indebtedness as more fully described in a prospectus supplement or term sheet. The subordinated debt securities will be guaranteed on a subordinated basis by Holdings, as more fully described in a prospectus supplement or term sheet.

     The indenture provides that any debt securities proposed to be sold under this prospectus and the attached prospectus supplement or term sheet, which may be in the form of Exhibit A hereto, including the guarantee by Holdings (“offered debt securities”) and any debt securities issuable upon the exercise of debt warrants or upon conversion or exchange of other offered securities (“underlying debt securities”), as well as other unsecured debt securities, may be issued under that indenture in one or more series.

     You should read the prospectus supplement or term sheet for the material terms of the offered debt securities and any underlying debt securities, including the following:

• The title of the debt securities and whether the debt securities will be senior securities or subordinated securities.

• The total principal amount of the debt securities and any limit on the total principal amount of debt securities of the series.

• If not the principal amount of the debt securities, the portion of the principal amount payable upon acceleration of the maturity of the debt securities or how this portion will be determined.

• The date or dates, or how the date or dates will be determined or extended, when the principal of the debt securities will be payable.

6

• The interest rate or rates, which may be fixed or variable, that the debt securities will bear, if any, or how the rate or rates will be determined, the date or dates from which any interest will accrue or how the date or dates will be determined, the interest payment dates, any record dates for these payments and the basis upon which interest will be calculated if other than that of a 360-day year of twelve 30-day months.

• Any optional redemption provisions.

• Whether debt securities are secured and the terms of such security interests.

• Any sinking fund or other provisions that would obligate us to repurchase or otherwise redeem the debt securities.

• The form in which we will issue the debt securities; whether we will have the option of issuing debt securities in “certificated” form; whether we will have the option of issuing certificated debt securities in bearer form if we issue the securities outside the United States to non-U.S. persons; any restrictions on the offer, sale or delivery of bearer securities and the terms, if any, upon which bearer securities of the series may be exchanged for registered securities of the series and vice versa (if permitted by applicable laws and regulations).

• If other than U.S. dollars, the currency or currencies in which the debt securities are denominated and/or payable.

• Whether the amount of payments of principal, premium or interest, if any, on the debt securities will be determined with reference to an index, formula or other method (which could be based on one or more currencies, commodities, equity indices or other indices) and how these amounts will be determined.

• The place or places, if any, other than or in addition to The City of New York, of payment, transfer, conversion and/or exchange of the debt securities.

• If other than denominations of $1,000 or any integral multiple in the case of registered securities issued in certificated form and $5,000 in the case of bearer securities, the denominations in which the offered debt securities will be issued.

• The applicability of the provisions of Article Fourteen of the indenture described under “defeasance” and any provisions in modification of, in addition to or in lieu of any of these provisions.

• Whether and under what circumstances we will pay additional amounts, as contemplated by Section 1011 of the indenture, in respect of any tax, assessment or governmental charge and, if so, whether we will have the option to redeem the debt securities rather than pay the additional amounts (and the terms of this option).

• Whether the securities are subordinated and the terms of such subordination.

• Any provisions granting special rights to the holders of the debt securities upon the occurrence of specified events.

• Any changes or additions to the Events of Default or covenants contained in the indenture.

• Whether the debt securities will be convertible into or exchangeable for any other securities and the applicable terms and conditions.

• Any other material terms of the debt securities and guarantees.

     For purposes of this prospectus, any reference to the payment of principal or premium or interest, if any, on the debt securities will include additional amounts if required by the terms of the debt securities.

     The indenture does not limit the amount of debt securities that may be issued thereunder from time to time. Debt securities issued under an indenture, when a single trustee is acting for all debt securities issued under the indenture, are called the “indenture securities.” The indenture also provides that there may be more than one trustee thereunder, each with respect to one or more different series of indenture securities. See “Resignation of Trustee” below. At a time when two or more trustees are acting under the indenture, each with respect to only certain series, the term “indenture securities” means the one or more series of debt securities with respect to which each respective

7

trustee is acting. In the event that there is more than one trustee under the indenture, the powers and trust obligations of each trustee described in this prospectus will extend only to the one or more series of indenture securities for which it is trustee. If two or more trustees are acting under the indenture, then the indenture securities for which each trustee is acting would be treated as if issued under separate indentures.

     The indenture does not contain any provisions that give you protection in the event we issue a large amount of debt or we are acquired by another entity.

     We refer you to the prospectus supplement or term sheet for information with respect to any deletions from, modifications of or additions to the Events of Default or our covenants that are described below, including any addition of a covenant or other provision providing event risk or similar protection.

     We have the ability to issue indenture securities with terms different from those of indenture securities previously issued and, without the consent of the holders thereof, to reopen a previous issue of a series of indenture securities and issue additional indenture securities of that series unless the reopening was restricted when that series was created.

     Unless otherwise specified in the applicable prospectus supplement or term sheet, the debt securities will be denominated in U.S. dollars and all payments on the debt securities will be made in U.S. dollars.

     Payment of the purchase price of the debt securities must be made in immediately available funds.

     As used in this prospectus, “Business Day” means any day, other than a Saturday or Sunday, that is neither a legal holiday nor a day on which commercial banks are authorized or required by law, regulation or executive order to close in The City of New York; provided, however, that, with respect to foreign currency Notes, the day is also not a day on which commercial banks are authorized or required by law, regulation or executive order to close in the Principal Financial Center (as defined below) of the country issuing the specified currency (or, if the specified currency is the euro, the day is also a day on which the Trans-European Automated Real Time Gross Settlement Express Transfer (TARGET) System is operating, which we refer to as a “TARGET Business Day”); and provided further that, with respect to Notes as to which LIBOR is an applicable interest rate basis, the day is also a London Business Day.

     “London Business Day” means a day on which commercial banks are open for business (including dealings in the designated LIBOR Currency) in London.

     “Principal Financial Center” means (i) the capital city of the country issuing the specified currency or (ii) the capital city of the country to which the designated LIBOR Currency relates, as applicable, except that the term “Principal Financial Center” means the following cities in the case of the following currencies:

Currency	Principal Financial Center
U.S. dollars Australian dollars Canadian dollars New Zealand dollars South African rand Swiss francs	The City of New York Sydney Toronto Auckland Johannesburg Zurich

and in the event the LIBOR Currency is the euro, the “Principal Financial Center” is London.

     The authorized denominations of debt securities denominated in U.S. dollars will be integral multiples of $1,000. The authorized denominations of foreign currency Notes will be set forth in the applicable prospectus supplement or term sheet.

Optional Redemption, Repayment and Repurchase

     If specified in a prospectus supplement or term sheet, we may redeem the debt securities at our option, in whole at any time or in part from time to time, at a redemption price equal to the greater of (1) 100% of the principal amount of the debt securities to be redeemed and (2) as determined by the Quotation Agent, the sum of the present values of the remaining scheduled payments of principal and interest on the debt securities to be redeemed (not including any portion of those payments of interest accrued to the date of redemption) from the redemption date to the maturity date of the debt securities being redeemed, in each case discounted to the date of redemption on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Adjusted Treasury Rate plus the

8

rate specified in a prospectus supplement or term sheet, plus, in each case, accrued and unpaid interest on the debt securities to the date of redemption.

     “Adjusted Treasury Rate” means, with respect to any date of redemption, the rate per annum equal to the semi-annual equivalent yield to maturity of the Comparable Treasury Issue, assuming a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for that date of redemption.

     “Comparable Treasury Issue” means the United States Treasury security selected by the Quotation Agent that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of comparable maturity to the remaining term of the debt securities.

     “Comparable Treasury Price” means, with respect to any date of redemption, (1) the average of the Reference Treasury Dealer Quotations for the date of redemption, after excluding the highest and lowest Reference Treasury Dealer Quotations or (2) if the Quotation Agent obtains fewer than four Reference Treasury Dealer Quotations, the average of all such Reference Treasury Dealer Quotations.

     “Quotation Agent” means the underwriter, or another Reference Treasury Dealer appointed by us.

     “Reference Treasury Dealer” will be specified in the prospectus supplement or term sheet.

     “Reference Treasury Dealer Quotations” means, with respect to each Reference Treasury Dealer and any date of redemption, the average, as determined by the Quotation Agent, of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) quoted in writing to the Quotation Agent by that Reference Treasury Dealer at 5:00 p.m., New York City time, on the third business day preceding that date of redemption.

     We will mail notice of any redemption at least 30 days, but not more than 60 days, before the date of redemption to each holder of the debt securities to be redeemed. If less than all of the debt securities are to be redeemed at any time, the trustee will select debt securities to be redeemed on a pro rata basis or by any other method the trustee deems fair and appropriate. Unless we default in payment of the redemption price, on and after the date of redemption, interest will cease to accrue on the debt securities or portions thereof called for redemption.

     Regardless of anything in this prospectus to the contrary, if a debt security is an OID Note (other than an Indexed Note), the amount payable in the event of redemption or repayment prior to its stated maturity will be the amortized face amount on the redemption or repayment date, as the case may be. The amortized face amount of an OID Note will be equal to (i) the issue price specified in the applicable prospectus supplement or term sheet plus (ii) that portion of the difference between the issue price and the principal amount of the Note that has accrued at the yield to maturity described in the prospectus supplement or term sheet (computed in accordance with generally accepted U.S. bond yield computation principles) by the redemption or repayment date. However, in no case will the amortized face amount of an OID Note exceed its principal amount.

     We may at any time purchase debt securities at any price in the open market or otherwise. We may hold, resell or surrender for cancellation any debt securities that we purchase.

9

Conversion and Exchange

     If any debt securities are convertible into or exchangeable for other securities, the prospectus supplement or term sheet will explain the terms and conditions of the conversion or exchange, including the conversion price or exchange ratio (or the calculation method), the conversion or exchange period (or how the period will be determined), if conversion or exchange will be mandatory or at the option of the holder or us, provisions for adjusting the conversion price or the exchange ratio and provisions affecting conversion or exchange in the event of the redemption of the underlying debt securities. These terms may also include provisions under which the number or amount of other securities to be received by the holders of the debt securities upon conversion or exchange would be calculated according to the market price of the other securities as of a time stated in the prospectus supplement or term sheet.

10

Issuance of Securities in Registered Form

     We may issue the debt securities in registered form, in which case we will issue them in book-entry form only. Debt securities issued in book-entry form will be represented by global securities. We also will have the option of issuing debt securities in non-registered form as bearer securities if we issue the securities outside the United States to non-U.S. persons. In that case, the prospectus supplement or term sheet will set forth the mechanics for holding the bearer securities, including the procedures for receiving payments, for exchanging the bearer securities for registered securities of the same series, and for receiving notices. The prospectus supplement or term sheet will also describe the requirements with respect to our maintenance of offices or agencies outside the United States and the applicable U.S. federal tax law requirements.

     Book-Entry Holders. We will issue registered debt securities in book-entry form only, unless we specify otherwise in the applicable prospectus supplement or term sheet. This means debt securities will be represented by one or more global securities registered in the name of a depositary that will hold them on behalf of financial institutions that participate in the depositary’s book-entry system. These participating institutions, in turn, hold beneficial interests in the debt securities held by the depositary or its nominee. These institutions may hold these interests on behalf of themselves or customers.

     Under the indenture, only the person in whose name a debt security is registered is recognized as the holder of that debt security. Consequently, for debt securities issued in book-entry form, we will recognize only the depositary as the holder of the debt securities and we will make all payments on the debt securities to the depositary. The depositary will then pass along the payments it receives to its participants, which, in turn, will pass the payments along to their customers who are the beneficial owners. The depositary and its participants do so under agreements they have made with one another or with their customers; they are not obligated to do so under the terms of the debt securities.

     As a result, investors will not own debt securities directly. Instead, they will own beneficial interests in a global security, through a bank, broker or other financial institution that participates in the depositary’s book-entry

11

system or holds an interest through a participant. As long as the debt securities are represented by one or more global securities, investors will be indirect holders, and not holders of the debt securities.

     Street Name Holders. In the future, we may issue debt securities in certificated form or terminate a global security. In these cases, investors may choose to hold their debt securities in their own names or in “street name.” Debt securities held in street name are registered in the name of a bank, broker or other financial institution chosen by the investor, and the investor would hold a beneficial interest in those debt securities through the account he or she maintains at that institution.

     For debt securities held in street name, we will recognize only the intermediary banks, brokers and other financial institutions in whose names the debt securities are registered as the holders of those debt securities and we will make all payments on those debt securities to them. These institutions will pass along the payments they receive to their customers who are the beneficial owners, but only because they agree to do so in their customer agreements or because they are legally required to do so. Investors who hold debt securities in street name will be indirect holders, and not holders, of the debt securities.

     Legal Holders. Our obligations, as well as the obligations of the applicable trustee and those of any third parties employed by us or the applicable trustee, run only to the legal holders of the debt securities. We do not have obligations to investors who hold beneficial interests in global securities, in street name or by any other indirect means. This will be the case whether an investor chooses to be an indirect holder of a debt security or has no choice because we are issuing the debt securities only in book-entry form.

     For example, once we make a payment or give a notice to the holder, we have no further responsibility for the payment or notice even if that holder is required, under agreements with depositary participants or customers or by law, to pass it along to the indirect holders but does not do so. Similarly, if we want to obtain the approval of the holders for any purpose (for example, to amend an indenture or to relieve us of the consequences of a default or of our obligation to comply with a particular provision of an indenture), we would seek the approval only from the holders, and not the indirect holders, of the debt securities. Whether and how the holders contact the indirect holders is up to the holders.

     When we refer to you, we mean those who invest in the debt securities being offered by this prospectus, the prospectus supplement or term sheet whether they are the holders or only indirect holders of those debt securities. When we refer to your debt securities, we mean the debt securities in which you hold a direct or indirect interest.

     Special Considerations for Indirect Holders. If you hold debt securities through a bank, broker or other financial institution, either in book-entry form or in street name, we urge you to check with that institution to find out:

• how it handles securities payments and notices,

• whether it imposes fees or charges,

• how it would handle a request for the holders’ consent, if ever required,

• whether and how you can instruct it to send you debt securities registered in your own name so you can be a holder, if that is permitted in the future for a particular series of debt securities,

• how it would exercise rights under the debt securities if there were a default or other event triggering the need for holders to act to protect their interests, and

• if the debt securities are in book-entry form, how the depositary’s rules and procedures will affect these matters.

Interest and Interest Rates

     General

     Each debt security will begin to accrue interest from the date it is originally issued. The related prospectus supplement or term sheet will specify each debt security as a Fixed Rate Note, a Floating Rate Note, an Amortizing Note or an Indexed Note and describe the method of determining the interest rate, including any Spread and/or Spread Multiplier. For an Indexed Note, the related prospectus supplement or term sheet also will describe the

12

method for the calculation and payment of principal and interest. The prospectus supplement or term sheet for a Floating Rate Note or Indexed Note may also specify a maximum and a minimum interest rate.

     A debt security may be issued as a Fixed Rate Note or a Floating Rate Note or as a Note that combines fixed and floating rate terms.

     Interest rates offered with respect to debt securities may differ depending upon, among other things, the aggregate principal amount of debt securities purchased in any single transaction. Debt securities with similar variable terms but different interest rates, as well as debt securities with different variable terms, may be offered concurrently to different investors. Interest rates or formulas and other terms of debt securities are subject to change from time to time, but no such change will affect any Note already issued or as to which an offer to purchase has been accepted.

     Interest on the debt securities denominated in U.S. dollars will be paid by check mailed on an Interest Payment Date other than a Maturity Date (as defined below) to the persons entitled thereto to the addresses of such holders as they appear in the security register or, at our option, by wire transfer to a bank account maintained by the holder. The principal of, premium, if any, and interest on debt securities denominated in U.S. dollars, together with interest accrued and unpaid thereon, due on the Maturity Date will be paid in immediately available funds upon surrender of such debt securities at the corporate trust office of the Trustee in The City of New York, or, at our option, by wire transfer of immediately available funds to an account with a bank designated at least 15 calendar days prior to the Maturity Date by the applicable registered holder, provided the particular bank has appropriate facilities to receive these payments and the particular Note is presented and surrendered at the office or agency maintained by us for this purpose in the Borough of Manhattan, The City of New York, in time for the Trustee to make these payments in accordance with its normal procedures.

     Fixed Rate Notes

     The prospectus supplement or term sheet for Fixed Rate Notes will describe a fixed interest rate payable semiannually in arrears on the dates specified in such term sheet or prospectus supplement (each, with respect to Fixed Rate Notes, an “Interest Payment Date”). Interest on Fixed Rate Notes will be computed on the basis of a 360-day year of twelve 30-day months. If the stated maturity date, any redemption date or any repayment date (together referred to as the “Maturity Date”) or an Interest Payment Date for any Fixed Rate Note is not a Business Day, principal of, premium, if any, and interest on that Note will be paid on the next Business Day, and no interest will accrue from and after the Maturity Date or Interest Payment Date. Interest on Fixed Rate Notes will be paid to holders of record as of each Regular Record Date. A “Regular Record Date” will be the fifteenth day (whether or not a Business Day) next preceding the applicable Interest Payment Date.

     Each interest payment on a Fixed Rate Note will include interest accrued from, and including, the issue date or the last Interest Payment Date, as the case may be, to but excluding the applicable Interest Payment Date or the Maturity Date, as the case may be.

     Original Issue Discount Notes

     We may issue original issue discount debt securities (including zero coupon debt securities) (“OID Notes”), which are debt securities issued at a discount from the principal amount payable on the Maturity Date. There may not be any periodic interest payments on OID Notes. For OID Notes, interest normally accrues during the life of the Note and is paid on the Maturity Date. Upon a redemption, repayment or acceleration of the maturity of an OID Note, the amount payable will be determined as set forth under “—Optional Redemption, Repayment and Repurchase.” This amount normally is less than the amount payable on the stated maturity date.

     Amortizing Notes

     We may issue amortizing debt securities, which are Fixed Rate Notes for which combined principal and interest payments are made in installments over the life of each debt securities (“Amortizing Notes”). Payments on Amortizing Notes are applied first to interest due and then to the reduction of the unpaid principal amount. The related prospectus supplement or term sheet for an Amortizing Note will include a table setting forth repayment information.

     Floating Rate Notes

     Each Floating Rate Note will have an interest rate basis or formula. That basis or formula may be based on:

13

• the CD Rate;

• the Commercial Paper Rate;

• LIBOR;

• EURIBOR;

• the Federal Funds Rate;

• the Prime Rate;

• the Treasury Rate;

• the CMT Rate;

• the Eleventh District Cost of Funds Rate; or

• another negotiated interest rate basis or formula.

     The prospectus supplement or term sheet will also indicate any Spread and/or Spread Multiplier, which would be applied to the interest rate formula to determine the interest rate. Any Floating Rate Note may have a maximum or minimum interest rate limitation. In addition to any maximum interest rate limitation, the interest rate on the Floating Rate Notes will in no event be higher than the maximum rate permitted by New York law, as the same may be modified by United States law for general application.

     We will appoint a calculation agent to calculate interest rates on the Floating Rate Notes. Unless we identify a different party in the prospectus supplement or term sheet, the paying agent will be the calculation agent for each Note.

     Unless otherwise specified in a prospectus supplement or term sheet, the “Calculation Date,” if applicable, relating to an Interest Determination Date will be the earlier of (i) the tenth calendar day after such Interest Determination Date or, if such day is not a Business Day, the next succeeding Business Day, or (ii) the Business Day immediately preceding the relevant Interest Payment Date or the Maturity Date, as the case may be.

     Upon the request of the beneficial holder of any Floating Rate Note, the calculation agent will provide the interest rate then in effect and, if different, when available, the interest rate that will become effective on the next Interest Reset Date for the Floating Rate Note.

     Change of Interest Rate. The interest rate on each Floating Rate Note may be reset daily, weekly, monthly, quarterly, semiannually, annually or on some other specified basis (each, an “Interest Reset Date”). The Interest Reset Date will be:

• for Notes with interest that resets daily, each Business Day;

• for Notes (other than Treasury Rate Notes) with interest that resets weekly, Wednesday of each week;

• for Treasury Rate Notes with interest that resets weekly, Tuesday of each week;

• for Notes with interest that resets monthly, the third Wednesday of each month;

• for Notes with interest that resets quarterly, the third Wednesday of March, June, September and December of each year;

• for Notes with interest that resets semiannually, the third Wednesday of each of the two months of each year indicated in the applicable prospectus supplement or term sheet; and

• for Notes with interest that resets annually, the third Wednesday of the month of each year indicated in the applicable prospectus supplement or term sheet.

     The related prospectus supplement or term sheet will describe the initial interest rate or interest rate formula on each Note. That rate is effective until the following Interest Reset Date. Thereafter, the interest rate will be the rate determined on each Interest Determination Date. Each time a new interest rate is determined, it becomes effective on the following Interest Reset Date. If any Interest Reset Date is not a Business Day, then the Interest Reset Date is postponed to the next Business Day, except, in the case of LIBOR and EURIBOR Notes, if the next Business Day is in the next calendar month, the Interest Reset Date is the immediately preceding Business Day.

14

     Date Interest Rate Is Determined. The Interest Determination Date for all CD and CMT Rate Notes is the second Business Day before the Interest Reset Date and for all LIBOR Notes will be the second London Business Day immediately preceding the applicable Interest Reset Date (unless the LIBOR Currency is Sterling, in which case the Interest Determination Date will be the Interest Reset Date).

     The Interest Determination Date for Treasury Rate Notes will be the day of the week in which the Interest Reset Date falls on which Treasury bills of the Index Maturity are normally auctioned. Treasury bills are usually sold at auction on Monday of each week, unless that day is a legal holiday, in which case the auction is usually held on Tuesday. Sometimes, the auction is held on the preceding Friday. If an auction is held on the preceding Friday, that day will be the Interest Determination Date relating to the Interest Reset Date occurring in the next week.

     The Interest Determination Date for all Commercial Paper, Federal Funds and Prime Rate Notes will be the first Business Day preceding the Interest Reset Date.

     The Interest Determination Date for EURIBOR Notes will be the second TARGET Business Day immediately preceding the applicable Interest Reset Date.

     The Interest Determination Date for an Eleventh District Cost of Funds Rate Note is the last Business Day of the month immediately preceding the applicable Interest Reset Date in which the Federal Home Loan Bank of San Francisco published the applicable rate.

     The Interest Determination Date relating to a Floating Rate Note with an interest rate that is determined by reference to two or more interest rate bases will be the most recent Business Day which is at least two Business Days before the applicable Interest Reset Date for each interest rate for the applicable Floating Rate Note on which each interest rate basis is determinable.

     Payment of Interest. Interest is paid as follows:

• for Notes with interest that resets daily, weekly or monthly, on the third Wednesday of each month;

• for Notes with interest payable quarterly, on the third Wednesday of March, June, September, and December of each year;

• for Notes with interest payable semiannually, on the third Wednesday of each of the two months specified in the applicable prospectus supplement or term sheet;

• for Notes with interest payable annually, on the third Wednesday of the month specified in the applicable prospectus supplement or term sheet (each of the above, with respect to Floating Rate Notes, an “Interest Payment Date”); and

• at maturity, redemption or repayment.

     Each interest payment on a Floating Rate Note will include interest accrued from, and including, the issue date or the last Interest Payment Date, as the case may be, to but excluding the applicable Interest Payment Date or the Maturity Date, as the case may be.

     Interest on a Floating Rate Note will be payable beginning on the first Interest Payment Date after its issue date to holders of record at the close of business on each Regular Record Date, which is the fifteenth day (whether or not a Business Day) next preceding the applicable Interest Payment Date, unless the issue date falls after a Regular Record Date and on or prior to the related Interest Payment Date, in which case payment will be made to holders of record at the close of business on the Regular Record Date next preceding the second Interest Payment Date following the issue date. If an Interest Payment Date (but not the Maturity Date) is not a Business Day, then the Interest Payment Date will be postponed to the next Business Day, except in the case of LIBOR and EURIBOR Notes, if the next Business Day is in the next calendar month, the Interest Payment Date will be the immediately preceding Business Day. If the Maturity Date of any Floating Rate Note is not a Business Day, principal of, premium, if any, and interest on that Note will be paid on the next Business Day, and no interest will accrue from and after the Maturity Date.

     Accrued interest on a Floating Rate Note is calculated by multiplying the principal amount of a Note by an accrued interest factor. The accrued interest factor is the sum of the interest factors calculated for each day in the period for which accrued interest is being calculated. The interest factor for each day is computed by dividing the interest rate in effect on that day by (1) the actual number of days in the year, in the case of Treasury Rate Notes or CMT Rate Notes, or (2) 360, in the case of other Floating Rate Notes. The interest factor for Floating Rate Notes for which the interest rate is calculated with reference to two or more interest rate bases will be calculated in each period in the same manner as if only one of the applicable interest rate bases applied. All percentages resulting from

15

any calculation are rounded to the nearest one hundred-thousandth of a percentage point, with five one-millionths of a percentage point rounded upward. For example, 9.876545% (or .09876545) will be rounded to 9.87655% (or .0987655). Dollar amounts used in the calculation are rounded to the nearest cent (with one-half cent being rounded upward).

     CD Rate Notes. The “CD Rate” for any Interest Determination Date is the rate on that date for negotiable U.S. dollar certificates of deposit having the Index Maturity described in the related prospectus supplement or term sheet, as published in H.15(519) prior to 3:00 P.M., New York City time, on the Calculation Date, for that Interest Determination Date under the heading “CDs (secondary market).” The “Index Maturity” is the period to maturity of the instrument or obligation with respect to which the related interest rate basis or formula will be calculated.

     The following procedures will be followed if the CD Rate cannot be determined as described above:

• If the above rate is not published in H.15(519) by 3:00 P.M., New York City time, on the Calculation Date, the CD Rate will be the rate on that Interest Determination Date for negotiable United States dollar certificates of deposit of the Index Maturity described in the prospectus supplement or term sheet as published in H.15 Daily Update, or such other recognized electronic source used for the purpose of displaying such rate, under the caption “CDs (secondary market).”

• If that rate is not published in H.15(519), H.15 Daily Update or another recognized electronic source by 3:00 P.M., New York City time, on the Calculation Date, then the calculation agent will determine the CD Rate to be the average of the secondary market offered rates as of 10:00 A.M., New York City time, on that Interest Determination Date, quoted by three leading nonbank dealers of negotiable U.S. dollar certificates of deposit in New York City (which may include an agent or its affiliates) for negotiable U.S. dollar certificates of deposit of major United States money-center banks with a remaining maturity closest to the Index Maturity in an amount that is representative for a single transaction in the market at that time described in the prospectus supplement or term sheet. The calculation agent will select the three dealers referred to above.

• If fewer than three dealers are quoting as mentioned above, the CD Rate will remain the CD Rate then in effect on that Interest Determination Date.

     “H.15(519)” means the weekly statistical release designated as such, or any successor publication, published by the Board of Governors of the Federal Reserve System.

     “H.15 Daily Update” means the daily update of H.15(519), available through the web site of the Board of Governors of the Federal Reserve System at http://www.federalreserve.gov/releases/h15/update, or any successor site or publication.

     Commercial Paper Rate Notes. The “Commercial Paper Rate” for any Interest Determination Date is the Money Market Yield of the rate on that date for commercial paper having the Index Maturity described in the related prospectus supplement or term sheet, as published in H.15(519) prior to 3:00 PM., New York City time, on the Calculation Date for that Interest Determination Date under the heading “Commercial Paper—Nonfinancial.”

     The following procedures will be followed if the Commercial Paper Rate cannot be determined as described above:

• If the above rate is not published in H.15(519) by 3:00 P.M., New York City time, on the Calculation Date, the Commercial Paper Rate will be the Money Market Yield of the rate on that Interest Determination Date for commercial paper having the Index Maturity described in the prospectus supplement or term sheet, as published in H.15 Daily Update, or such other recognized electronic source used for the purpose of displaying such rate, under the caption “Commercial Paper—Nonfinancial.”

• If that rate is not published in H.15(519), H.15 Daily Update or another recognized electronic source by 3:00 PM., New York City time, on the Calculation Date, then the calculation agent will determine the Commercial Paper Rate to be the Money Market Yield of the average of the offered rates of three leading dealers of U.S. dollar commercial paper in New York City (which may include an agent or its affiliates) as of 11:00 A.M., New York City time, on that Interest Determination Date for commercial paper having the Index Maturity described in the prospectus supplement or term sheet placed for an

16

	industrial issuer whose bond rating is “Aa,” or the equivalent, from a nationally recognized statistical rating organization. The calculation agent will select the three dealers referred to above.
•	If fewer than three dealers selected by the calculation agent are quoting as mentioned above, the Commercial Paper Rate will remain the Commercial Paper Rate then in effect on that Interest Determination Date.

     “Money Market Yield” means a yield (expressed as a percentage) calculated in accordance with the following formula:

Money Market Yield	=	D ´ 360	´	100
		360 – (D ´ M)

where “D” refers to the applicable per annum rate for commercial paper quoted on a bank discount basis and expressed as a decimal, and “M” refers to the actual number of days in the reset period for which interest is being calculated.

        LIBOR Notes.    The “LIBOR” for any Interest Determination Date is the rate for deposits in the LIBOR Currency having the Index Maturity specified in such pricing supplement or term sheet as such rate is displayed on Reuters on page LIBOR01 (or any other page as may replace such page on such service for the purpose of displaying the London interbank rates of major banks for the designated LIBOR Currency) (“Reuters Page LIBOR01”) as of 11:00 A.M., London time, on such LIBOR Interest Determination Date.

             The following procedure will be followed if LIBOR cannot be determined as described above:

• The calculation agent shall request the principal London offices of each of four major reference banks (which may include affiliates of the agents) in the London interbank market, as selected by the calculation agent to provide the calculation agent with its offered quotation for deposits in the designated LIBOR Currency for the period of the Index Maturity specified in the applicable pricing supplement or term sheet, commencing on the related Interest Reset Date, to prime banks in the London interbank market at approximately 11:00 a.m., London time, on such LIBOR Interest Determination Date and in a principal amount that is representative for a single transaction in the designated LIBOR Currency in such market at such time. If at least two such quotations are so provided, then LIBOR on such LIBOR Interest Determination Date will be the arithmetic mean calculated by the calculation agent of such quotations. If fewer than two such quotations are so provided, then LIBOR on such LIBOR Interest Determination Date will be the arithmetic mean calculated by the calculation agent of the rates quoted at approximately 11:00 a.m., in the applicable Principal Financial Center (as described above), on such LIBOR Interest Determination Date by three major banks (which may include affiliates of the agents) in such Principal Financial Center selected by the calculation agent for loans in the designated LIBOR Currency to leading European banks, having the Index Maturity specified in the applicable pricing supplement or term sheet and in a principal amount that is representative for a single transaction in the designated LIBOR Currency in such market at such time; provided, however, that if the banks so selected by the calculation agent are not quoting as mentioned in this sentence, LIBOR determined as of such LIBOR Interest Determination Date shall be LIBOR in effect on such LIBOR Interest Determination Date.

17

     “LIBOR Currency” means the currency specified in the applicable prospectus supplement or term sheet as to which LIBOR shall be calculated or, if no such currency is specified in the applicable prospectus supplement or term sheet, U.S. dollars.

        EURIBOR Notes.    The “EURIBOR” for any Interest Determination Date is the offered rate for deposits in euro having the Index Maturity specified in the applicable pricing supplement or term sheet, beginning on the second TARGET Business Day after such EURIBOR Interest Determination Date, as that rate appears on Reuters Page EURIBOR 01 as of 11:00 A.M., Brussels time, on such EURIBOR Interest Determination Date.

        The following procedure will be followed if EURIBOR cannot be determined as described above:

• EURIBOR will be determined on the basis of the rates, at approximately 11:00 A.M., Brussels time, on such EURIBOR Interest Determination Date, at which deposits of the following kind are offered to prime banks in the euro-zone interbank market by the principal euro-zone office of each of four major banks in that market selected by the calculation agent: euro deposits having such EURIBOR Index Maturity, beginning on such EURIBOR Interest Reset Date, and in a representative amount. The calculation agent will request that the principal euro-zone office of each of these banks provide a quotation of its rate. If at least two quotations are provided, EURIBOR for such EURIBOR Interest Determination Date will be the arithmetic mean of the quotations.

• If fewer than two quotations are provided as described above, EURIBOR for such EURIBOR Interest Determination Date will be the arithmetic mean of the rates for loans of the following kind to leading euro-zone banks quoted, at approximately 11:00 A.M., Brussels time on that Interest Determination Date, by three major banks in the euro-zone selected by the calculation agent: loans of euro having such EURIBOR Index Maturity, beginning on such EURIBOR Interest Reset Date, and in an amount that is representative of a single transaction in euro in that market at the time.

• If fewer than three banks selected by the calculation agent are quoting as described above, EURIBOR for the new interest period will be EURIBOR in effect for the prior interest period. If the initial base rate has been in effect for the prior interest period, however, it will remain in effect for the new interest period.

        Federal Funds Rate Notes.    The “Federal Funds Rate” will be calculated by reference to either the “Federal Funds (Effective) Rate”, the “Federal Funds Open Rate” or the “Federal Funds Target Rate”, as specified in the applicable pricing supplement or term sheet. The Federal Funds Rate is the rate determined by the calculation agent, with respect to any Interest Determination Date relating to a Floating Rate Note for which the interest rate is determined with reference to the Federal Funds Rate (a “Federal Funds Rate Interest Determination Date”), in accordance with the following provisions:

• If Federal Funds (Effective) Rate is the specified Federal Funds Rate in the applicable pricing supplement or term sheet, the Federal Funds Rate as of the applicable Federal Funds Rate Interest Determination Date shall be the rate with respect to such date for United States dollar federal funds as published in H.15(519) opposite the caption “Federal funds (effective),” as such rate is displayed on Reuters on page FEDFUNDS1 (or any other page as may replace such page on such service) (“Reuters Page FEDFUNDS1”) under the heading “EFFECT,” or, if such rate is not so published by 3:00 P.M., New York City time, on the calculation date, the rate with respect to such Federal Funds Rate Interest Determination Date for United States dollar federal funds as published in H.15 Daily Update, or such other recognized electronic source used for the purpose of displaying such rate, under the caption “Federal funds (effective).”

• The following procedure will be followed if “Federal Funds (Effective) Rate” is the specified Federal Funds Rate in the applicable pricing supplement or term sheet and such Federal Funds Rate cannot be determined as described above. The Federal Funds Rate with respect to such Federal Funds Rate Interest Determination Date shall be calculated by the calculation agent and will be the arithmetic mean of the rates for the last transaction in overnight United States dollar federal funds arranged by three leading brokers of U.S. dollar federal funds transactions in New York City (which may include the agents or their affiliates) selected by the calculation agent, prior to 9:00 A.M., New York City time, on the Business Day following such Federal Funds Rate Interest Determination Date; provided, however, that if the brokers so selected by the calculation agent are not quoting as mentioned in this sentence, the Federal Funds Rate determined as of such Federal Funds Rate Interest Determination Date will be the Federal Funds Rate in effect on such Federal Funds Rate Interest Determination Date.

• If Federal Funds Open Rate is the specified Federal Funds Rate in the applicable pricing supplement or term sheet, the Federal Funds Rate as of the applicable Federal Funds Rate Interest Determination Date shall be the rate on such date under the heading “Federal Funds” for the relevant Index Maturity and opposite the caption “Open” as such rate is displayed on Reuters on page 5 (or any other page as may replace such page on such service) (“Reuters Page 5”), or, if such rate does not appear on Reuters Page 5 by 3:00 P.M., New York City time, on the calculation date, the Federal Funds Rate for the Federal Funds Rate Interest Determination Date will be the rate for that day displayed on FFPREBON Index page on Bloomberg L.P. (“Bloomberg”), which is the Fed Funds Opening Rate as reported by Prebon Yamane (or a successor) on Bloomberg.

• The following procedure will be followed if “Federal Funds Open Rate” is the specified Federal Funds Rate in the applicable pricing supplement or term sheet and such Federal Funds Rate cannot be determined as described above. The Federal Funds Rate on such Federal Funds Rate Interest Determination Date shall be calculated by the calculation agent and will be the arithmetic mean of the rates for the last transaction in overnight United States dollar federal funds arranged by three leading brokers of United States dollar federal funds transactions in New York City (which may include the agents or their affiliates) selected by the calculation agent prior to 9:00 A.M., New York City time, on such Federal Funds Rate Interest Determination Date; provided, however, that if the brokers so selected by the calculation agent are not quoting as mentioned in this sentence, the Federal Funds Rate determined as of such Federal Funds Rate Interest Determination Date will be the Federal Funds Rate in effect on such Federal Funds Rate Interest Determination Date.

• If Federal Funds Target Rate is the specified Federal Funds Rate in the applicable pricing supplement or term sheet, the Federal Funds Rate as of the applicable Federal Funds Rate Interest Determination Date shall be the rate on such date as displayed on the FDTR Index page on Bloomberg. If such rate does not appear on the FDTR Index page on Bloomberg by 3:00 P.M., New York City time, on the calculation date, the Federal Funds Rate for such Federal Funds Rate Interest Determination Date will be the rate for that day appearing on Reuters Page USFFTARGET= (or any other page as may replace such page on such service) (“Reuters Page USFFTARGET=”).

• The following procedure will be followed if “Federal Funds Target Rate” is the specified Federal Funds Rate in the applicable pricing supplement or term sheet and such Federal Funds Rate cannot be determined as described above. The Federal Funds Rate on such Federal Funds Rate Interest Determination Date shall be calculated by the calculation agent and will be the arithmetic mean of the rates for the last transaction in overnight United States dollar federal funds arranged by three leading brokers of United States dollar federal funds transactions in New York City (which may include the agents or their affiliates) selected by the calculation agent prior to 9:00 A.M., New York City time, on such Federal Funds Rate Interest Determination Date.

     Prime Rate Notes. The “Prime Rate” for any Interest Determination Date is the rate on that date, as published in H.15(519) by 3:00 P.M., New York City time, on the Calculation Date for that Interest Determination Date under the heading “Bank Prime Loan” or, if not published by 3:00 P.M., New York City time, on the related Calculation Date, the rate on such Interest Determination Date as published in H.15 Daily Update, or such other recognized electronic source used for the purpose of displaying such rate, under the caption “Bank Prime Loan.”

     The following procedures will be followed if the Prime Rate cannot be determined as described above:

• If the rate is not published in H.15(519), H.15 Daily Update or another recognized electronic source by 3:00 PM., New York City time, on the Calculation Date, then the calculation agent will determine the Prime Rate to be the average of the rates of interest publicly announced by each bank that appears on the Reuters Screen designated as “US PRIME 1 Page” as that bank’s prime rate or base lending rate in effect as of 11:00 A.M., New York City time on that Interest Determination Date.

• If fewer than four rates appear on the Reuters Page US PRIME 1 on the Interest Determination Date, then the Prime Rate will be the average of the prime rates or base lending rates quoted (on the basis of the actual number of days in the year divided by a 360-day year) as of the close of business on

18

	the Interest Determination Date by three major banks, which may include an agent or its affiliates, in the City of New York selected by the calculation agent.
•	If the banks selected by the calculation agent are not quoting as mentioned above, the Prime Rate will remain the Prime Rate then in effect on the Interest Determination Date.

     “Reuters Page US PRIME 1” means the display on Reuters (or any successor service) on the “US PRIME 1 Page” (or such other page as may replace the US PRIME 1 Page on such service) for the purpose of displaying prime rates or base lending rates of major United States banks.

Treasury Rate Notes.    The “Treasury Rate” for any Interest Determination Date is the rate from the auction of direct obligations of the United States (“Treasury bills”) having the Index Maturity specified in such pricing supplement or term sheet under the caption “INVEST RATE” on the display on Reuters page USAUCTION10 (or any other page as may replace such page on such service) or page USAUCTION11 (or any other page as may replace such page on such service) or, if not so published at 3:00 P.M., New York City time, on the related calculation date, the bond equivalent yield (as defined below) of the rate for such treasury bills as published in H.15 Daily Update, or such other recognized electronic source used for the purpose of displaying such rate, under the caption “U.S. Government Securities/Treasury Bills/Auction High.” If such rate is not so published in the related H.15 Daily Update or another recognized source by 3:00 P.M., New York City time, on the related calculation date, the Treasury Rate on such Treasury Rate Interest Determination Date shall be the bond equivalent yield of the auction rate of such Treasury bills as announced by the United States Department of the Treasury. In the event that such auction rate is not so announced by the United States Department of the Treasury on such calculation date, or if no such auction is held, then the Treasury Rate on such Treasury Rate Interest Determination Date shall be the bond equivalent yield of the rate on such Treasury Rate Interest Determination Date of Treasury bills having the Index Maturity specified in the applicable pricing supplement or term sheet as published in H.15(519) under the caption “U.S. government securities/treasury bills/secondary market” or, if not yet published by 3:00 P.M., New York City time, on the related calculation date, the rate on such Treasury Rate Interest Determination Date of such treasury bills as published in H.15 Daily Update, or such other recognized electronic source used for the purpose of displaying such rate, under the caption “U.S. government securities/treasury bills (secondary market).” If such rate is not yet published in the H.15(519), H.15 Daily Update or another recognized electronic source by 3:00 P.M., New York City time, on the related calculation date, then the Treasury Rate on such Treasury Rate Interest Determination Date shall be calculated by the calculation agent and shall be the bond equivalent yield of the arithmetic mean of the secondary market bid rates, as of approximately 3:30 P.M., New York City time, on such Treasury Rate Interest Determination Date, of the three leading primary United States government securities dealers (which may include the agents or their affiliates) selected by the calculation agent, for the issue of Treasury bills with a remaining maturity closest to the Index Maturity specified in the applicable pricing supplement or term sheet; provided, however, that if the dealers so selected by the calculation agent are not quoting as mentioned in this sentence, the Treasury Rate determined as of such Treasury Rate Interest Determination Date will be the Treasury Rate in effect on such Treasury Rate Interest Determination Date.

     “bond equivalent yield” means a yield calculated in accordance with the following formula and expressed as a percentage:

bond equivalent yield	=	D ´ 360	´	100
		360 – (D ´ M)

where “D” refers to the applicable per annum rate for Treasury bills quoted on a bank discount basis and expressed as a decimal, “N” refers to the number of days in the year, either 365 or 366, as the case may be, and “M” refers to the actual number of days in the interest reset period for which interest is being calculated.

19

CMT Rate Notes.    The “CMT Rate” for any Interest Determination Date is as follows:

• If “Reuters Page FRBCMT” is the specified CMT Reuters Page in the applicable pricing supplement or term sheet, the CMT Rate on the CMT Rate Interest Determination Date shall be a percentage equal to the yield for United States Treasury securities at “constant maturity” having the Index Maturity specified in the applicable pricing supplement or term sheet as set forth in H.15(519) under the caption “Treasury constant maturities,” as such yield is displayed on Reuters (or any successor service) on page FRBCMT (or any other page as may replace such page on such service) (“Reuters Page FRBCMT”) for such CMT Rate Interest Determination Date.

• If such rate does not appear on Reuters Page FRBCMT, the CMT Rate on such CMT Rate Interest Determination Date shall be a percentage equal to the yield for United States Treasury securities at “constant maturity” having the Index Maturity specified in the applicable pricing supplement or term sheet and for such CMT Rate Interest Determination Date as set forth in H.15(519) under the caption “Treasury constant maturities.”

• If such rate does not appear in H.15(519), the CMT Rate on such CMT Rate Interest Determination Date shall be the rate for the period of the Index Maturity specified in the applicable pricing supplement or term sheet as may then be published by either the Federal Reserve Board or the United States Department of the Treasury that the calculation agent determines to be comparable to the rate that would otherwise have been published in H.15(519).

• If the Federal Reserve Board or the United States Department of the Treasury does not publish a yield on United States Treasury securities at “constant maturity” having the Index Maturity specified in the applicable pricing supplement or term sheet for such CMT Rate Interest Determination Date, the CMT Rate on such CMT Rate Interest Determination Date shall be calculated by the calculation agent and shall be a yield-to-maturity based on the arithmetic mean of the secondary market bid prices at approximately 3:30 P.M., New York City time, on such CMT Rate Interest Determination Date of three leading primary United States government securities dealers in New York City (which may include the agents or their affiliates) (each, a “reference dealer”) selected by the calculation agent from five such reference dealers selected by the calculation agent and eliminating the highest quotation (or, in the event of equality, one of the highest) and the lowest quotation (or, in the event of equality, one of the lowest) for United States Treasury securities with an original maturity equal to the Index Maturity specified in the applicable pricing supplement or term sheet, a remaining term to maturity no more than one year shorter than such Index Maturity and in a principal amount that is representative for a single transaction in such securities in such market at such time. If fewer than three prices are provided as requested, the CMT Rate on such CMT Rate Interest Determination Date shall be calculated by the calculation agent and shall be a yield-to-maturity based on the arithmetic mean of the secondary market bid prices as of approximately 3:30 P.M., New York City time, on such CMT Rate Interest Determination Date of three reference dealers selected by the calculation agent from five such reference dealers selected by the calculation agent and eliminating the highest quotation (or, in the event of equality, one of the highest) and the lowest quotation (or, in the event of equality, one of the lowest) for United States Treasury securities with an original maturity greater than the Index Maturity specified in the applicable pricing supplement or term sheet, a remaining term to maturity closest to such Index Maturity and in a principal amount that is representative for a single transaction in such securities in such market at such time. If two such United States Treasury securities with an original maturity greater than the Index Maturity specified in the applicable pricing supplement or term sheet have remaining terms to maturity equally close to such Index Maturity, the quotes for the treasury security with the shorter original term to maturity will be used. If fewer than five but more than two such prices are provided as requested, the CMT Rate on such CMT Rate Interest Determination Date shall be calculated by the calculation agent and shall be based on the arithmetic mean of the bid prices obtained and neither the highest nor the lowest of such quotations shall be eliminated; provided, however, that if fewer than three such prices are provided as requested, the CMT Rate determined as of such CMT Rate Interest Determination Date shall be the CMT Rate in effect on such CMT Rate Interest Determination Date.

20

• If “Reuters Page FEDCMT” is the specified CMT Reuters Page in the applicable pricing supplement or term sheet, the CMT Rate on the CMT Rate Interest Determination Date shall be a percentage equal to the one-week or one-month, as specified in the applicable pricing supplement or term sheet, average yield for United States Treasury securities at “constant maturity” having the Index Maturity specified in the applicable pricing supplement or term sheet as set forth in H.15(519) opposite the caption “Treasury Constant Maturities,” as such yield is displayed on Reuters on page FEDCMT (or any other page as may replace such page on such service) (“Reuters Page FEDCMT”) for the week or month, as applicable, ended immediately preceding the week or month, as applicable, in which such CMT Rate Interest Determination Date falls.

• If such rate does not appear on Reuters Page FEDCMT, the CMT Rate on such CMT Rate Interest Determination Date shall be a percentage equal to the one-week or one-month, as specified in the applicable pricing supplement or term sheet, average yield for United States Treasury securities at “constant maturity” having the Index Maturity specified in the applicable pricing supplement or term sheet for the week or month, as applicable, preceding such CMT Rate Interest Determination Date as set forth in H.15(519) opposite the caption “Treasury Constant Maturities.”

• If such rate does not appear in H.15(519), the CMT Rate on such CMT Rate Interest Determination Date shall be the one-week or one-month, as specified in the applicable pricing supplement or term sheet, average yield for United States Treasury securities at “constant maturity” having the Index Maturity specified in the applicable pricing supplement or term sheet as otherwise announced by the Federal Reserve Bank of New York for the week or month, as applicable, ended immediately preceding the week or month, as applicable, in which such CMT Rate Interest Determination Date falls.

• If the Federal Reserve Bank of New York does not publish a one-week or one-month, as specified in the applicable pricing supplement or term sheet, average yield on United States Treasury securities at “constant maturity” having the Index Maturity specified in the applicable pricing supplement or term sheet for the applicable week or month, the CMT Rate on such CMT Rate Interest Determination Date shall be calculated by the calculation agent and shall be a yield-to-maturity based on the arithmetic mean of the secondary market bid prices at approximately 3:30 P.M., New York City time, on such CMT Rate Interest Determination Date of three reference dealers selected by the calculation agent from five such reference dealers selected by the calculation agent and eliminating the highest quotation (or, in the event of equality, one of the highest) and the lowest quotation (or, in the event of equality, one of the lowest) for United States Treasury securities with an original maturity equal to the Index Maturity specified in the applicable pricing supplement or term sheet, a remaining term to maturity of no more than one year shorter than such Index Maturity and in a principal amount that is representative for a single transaction in such securities in such market at such time. If fewer than five but more than two such prices are provided as requested, the CMT Rate on such CMT Rate Interest Determination Date shall be the rate on the CMT Rate Interest Determination Date calculated by the calculation agent based on the arithmetic mean of the bid prices obtained and neither the highest nor the lowest of such quotation shall be eliminated. If fewer than three prices are provided as requested, the CMT Rate on such CMT Rate Interest Determination Date shall be calculated by the calculation agent and shall be a yield-to-maturity based on the arithmetic mean of the secondary market bid prices as of approximately 3:30 P.M., New York City time, on such CMT Rate Interest Determination Date of three reference dealers selected by the calculation agent from five such reference dealers selected by the calculation agent and eliminating the highest quotation (or, in the event of equality, one of the highest) and the lowest quotation (or, in the event of equality, one of the lowest) for United States Treasury securities with an original maturity longer than the Index Maturity specified in the applicable pricing supplement or term sheet, a remaining term to maturity closest to such Index Maturity and in a principal amount that is representative for a single transaction in such securities in such market at such time. If two United States Treasury securities with an original maturity greater than the Index Maturity specified in the applicable pricing supplement or term sheet have remaining terms to maturity equally close to such Index Maturity, the quotes for the Treasury security with the shorter original term to maturity will be used. If fewer than five but more than two such prices are provided as requested, the CMT Rate on such CMT Rate Interest Determination Date shall be the rate on the CMT Rate Interest Determination Date calculated by the calculation agent based on the arithmetic mean of the bid prices obtained and neither the highest nor lowest of such quotations shall be eliminated; provided, however, that if fewer than three such prices are provided as requested, the CMT Rate determined as of such CMT Rate Determination Date shall be the CMT Rate in effect on such CMT Rate Interest Determination Date.

21

     Eleventh District Cost of Funds Rate Notes. The “Eleventh District Cost of Funds Rate” for any Interest Determination Date is the rate equal to the monthly weighted average cost of funds for the calendar month preceding the Interest Determination Date as displayed on Reuters Page COFI/ARMS (or any other page as may replace that specified page on that service) as of 11:00 A.M., San Francisco time, on the Calculation Date for that Interest Determination Date under the caption “11th District.”

     The following procedures will be used if the Eleventh District Cost of Funds Rate cannot be determined as described above:

• If the rate is not displayed on the relevant page as of 11:00 A.M., San Francisco time, on the Calculation Date, then the Eleventh District Cost of Funds Rate will be the monthly weighted average cost of funds paid by member institutions of the Eleventh Federal Home Loan Bank District, as announced by the Federal Home Loan Bank of San Francisco, as the cost of funds for the calendar month preceding the date of announcement.

• If no announcement was made relating to the calendar month preceding the Interest Determination Date, the Eleventh District Cost of Funds Rate will remain the Eleventh District Cost of Funds Rate then in effect on the Interest Determination Date.

Indexed Notes

     We may issue debt securities for which the amount of interest or principal that you will receive will not be known on your date of purchase. Interest or principal payments for these types of debt securities, which we call “Indexed Notes,” are determined by reference to securities, financial or non-financial indices, currencies, commodities, interest rates, or a composite or baskets of any or all of the above. Examples of indexed items that may be used include a published stock index, the common stock price of a publicly traded company, the value of the U.S. dollar versus the Japanese yen, or the price of a barrel of West Texas intermediate crude oil.

     If you purchase an Indexed Note, you may receive a principal amount at maturity that is greater than or less than the Note’s face amount, and an interest rate that is greater than or less than the interest rate that you would have earned if you had instead purchased a conventional debt security issued by us at the same time with the same maturity. The amount of interest and principal that you will receive will depend on the structure of the Indexed Note and the level of the specified indexed item throughout the term of the Indexed Note and at maturity. Specific information pertaining to the method of determining the interest payments and the principal amount will be described in the prospectus supplement or term sheet, as well as additional risk factors unique to the Indexed Note, certain historical information for the specified indexed item and certain additional United States federal tax considerations.

Renewable Notes

     We may issue Renewable Notes (“Renewable Notes”) which are debt securities that will automatically renew at their stated maturity date unless the holder of a Renewable Note elects to terminate the automatic extension feature by giving notice in the manner described in the related prospectus supplement or term sheet.

     The holder of a Renewable Note must give notice of termination at least 15 but not more than 30 days prior to a Renewal Date. The holder of a Renewable Note may terminate the automatic extension for less than all of its Renewable Notes only if the terms of the Renewable Note specifically permit partial termination. An election to terminate the automatic extension of any portion of the Renewable Note is not revocable and will be binding on the holder of the Renewable Note. If the holder elects to terminate the automatic extension of the maturity of the Note, the holder will become entitled to the principal and interest accrued up to the Renewal Date. The related prospectus supplement or term sheet will identify a stated maturity date beyond which the Maturity Date cannot be renewed.

22

     If a Renewable Note is represented by a Global Security, DTC or its nominee will be the holder of the Note and therefore will be the only entity that can exercise a right to terminate the automatic extension of a Note. In order to ensure that DTC or its nominee will exercise a right to terminate the automatic extension provisions of a particular Renewable Note, the beneficial owner of the Note must instruct the broker or other DTC participant through which it holds an interest in the Note to notify DTC of its desire to terminate the automatic extension of the Note. Different firms have different cut-off times for accepting instructions from their customers and, accordingly, each beneficial owner should consult the broker or other participant through which it holds an interest in a Note to ascertain the cut-off time by which an instruction must be given for delivery of timely notice to DTC or its nominee.

Extendible Notes

     We may issue Notes whose stated Maturity Date may be extended at our option (an “Extendible Note”) for one or more whole-year periods (each, an “Extension Period”), up to but not beyond a stated maturity date described in the related prospectus supplement or term sheet (but not to exceed 30 years from the date of issue).

     We may exercise our option to extend the Extendible Note by notifying the applicable Trustee (or any duly appointed paying agent) at least 45 but not more than 60 days prior to the then effective Maturity Date. If we elect to extend the Extendible Note, the Trustee (or paying agent) will mail (at least 40 days prior to the Maturity Date) to the registered holder of the Extendible Note a notice (an “Extension Notice”) informing the holder of our election, the new Maturity Date and any updated terms. Upon the mailing of the Extension Notice, the maturity of that Extendible Note will be extended automatically as set forth in the Extension Notice.

     However, we may, not later than 20 days prior to the Maturity Date of an Extendible Note (or, if that date is not a Business Day, prior to the next Business Day), at our option, establish a higher interest rate, in the case of a Fixed Rate Note, or a higher Spread and/or Spread Multiplier, in the case of a Floating Rate Note, for the Extension Period by mailing or causing the applicable Trustee (or paying agent) to mail notice of such higher interest rate or higher Spread and/or Spread Multiplier to the holder of the Note. The notice will be irrevocable.

     If we elect to extend the maturity of an Extendible Note, the holder of the Note will have the option to instead elect repayment of the Note by us on the then effective Maturity Date. In order for an Extendible Note to be so repaid on the Maturity Date, we must receive, at least 15 days but not more than 30 days prior to the Maturity Date:

     (1) the Extendible Note with the form “Option to Elect Repayment” on the reverse of the Note duly completed; or

     (2) a facsimile transmission, telex or letter from a member of a national securities exchange or the National Association of Securities Dealers, Inc. (the “NASD”) or a commercial bank or trust company in the United States setting forth the name of the holder of the Extendible Note, the principal amount of the Note, the principal amount of the Note to be repaid, the certificate number or a description of the tenor and terms of the Note, a statement that the option to elect repayment is being exercised thereby and a guarantee that the Note be repaid, together with the duly completed form entitled “Option to Elect Repayment” on the reverse of the Note, will be received by the applicable Trustee (or paying agent) not later than the fifth Business Day after the date of the facsimile transmission, telex or letter; provided, however; that the facsimile transmission, telex or letter will only be effective if the Note and form duly completed are received by the applicable Trustee (or paying agent) by that fifth Business Day. The option may be exercised by the holder of an Extendible Note for less than the aggregate principal amount of the Note then outstanding if the principal amount of the Note remaining outstanding after repayment is an authorized denomination.

     If an Extendible Note is represented by a Global Security, DTC or its nominee will be the holder of that Note and therefore will be the only entity that can exercise a right to repayment. To ensure that DTC or its nominee timely exercises a right to repayment with respect to a particular Extendible Note, the beneficial owner of that Note must instruct the broker or other participant through which it holds an interest in the Note to notify DTC of its desire to exercise a right of repayment. Different firms have different cut-off times for accepting instructions from their customers and, accordingly, each beneficial owner should consult the broker or other participant through which it holds an interest in an Extendible Note to determine the cut-off time by which an instruction must be given for timely notice to be delivered to DTC or its nominee.

23

Global Securities

     What Is a Global Security? As noted above, we usually will issue debt securities as registered securities in book-entry form only. A global security represents one or any other number of individual debt securities. Generally, all debt securities represented by the same global securities will have the same terms.

     Each debt security issued in book-entry form will be represented by a global security that we deposit with and register in the name of a financial institution or its nominee that we select. The financial institution that we select for this purpose is called the depositary. Unless we specify otherwise in the applicable prospectus supplement or term sheet, The Depository Trust Company, New York, New York, known as DTC, will be the depositary for all debt securities issued in book-entry form.

     A global security may not be transferred to or registered in the name of anyone other than the depositary or its nominee, unless special termination situations arise. We describe those situations below under “Special Situations when a Global Security Will Be Terminated.” As a result of these arrangements, the depositary, or its nominee, will be the sole registered owner and holder of all debt securities represented by a global security, and investors will be permitted to own only beneficial interests in a global security. Beneficial interests must be held by means of an account with a broker, bank or other financial institution that in turn has an account with the depositary or with another institution that has an account with the depositary. Thus, an investor whose security is represented by a global security will not be a holder of the debt security, but only an indirect holder of a beneficial interest in the global security.

     Special Considerations for Global Securities. As an indirect holder, an investor’s rights relating to a global security will be governed by the account rules of the investor’s financial institution and of the depositary, as well as general laws relating to securities transfers. The depositary that holds the global security will be considered the holder of the debt securities represented by the global security.

     If debt securities are issued only in the form of a global security, an investor should be aware of the following:

• An investor cannot cause the debt securities to be registered in his or her name, and cannot obtain certificates for his or her interest in the debt securities, except in the special situations we describe below.

• An investor will be an indirect holder and must look to his or her own bank or broker for payments on the debt securities and protection of his or her legal rights relating to the debt securities, as we describe under “Issuance of Securities in Registered Form” above.

• An investor may not be able to sell interests in the debt securities to some insurance companies and other institutions that are required by law to own their securities in non-book-entry form.

• An investor may not be able to pledge his or her interest in a global security in circumstances where certificates representing the debt securities must be delivered to the lender or other beneficiary of the pledge in order for the pledge to be effective.

• The depositary’s policies, which may change from time to time, will govern payments, transfers, exchanges and other matters relating to an investor’s interest in a global security. We and the trustee have no responsibility for any aspect of the depositary’s actions or for its records of ownership interests in a global security. We and the trustee also do not supervise the depositary in any way.

• If we redeem less than all the debt securities of a particular series being redeemed, DTC’s practice is to determine by lot the amount to be redeemed from each of its participants holding that series.

• An investor is required to give notice of exercise of any option to elect repayment of its debt securities, through its participant, to the applicable trustee and to deliver the related debt securities by causing its participant to transfer its interest in those debt securities, on DTC’s records, to the applicable trustee.

• DTC requires that those who purchase and sell interests in a global security deposited in its book-entry system use immediately available funds. Your broker or bank may also require you to use immediately available funds when purchasing or selling interests in a global security.

24

• Financial institutions that participate in the depositary’s book-entry system, and through which an investor holds its interest in a global security, may also have their own policies affecting payments, notices and other matters relating to the debt securities. There may be more than one financial intermediary in the chain of ownership for an investor. We do not monitor and are not responsible for the actions of any of those intermediaries.

     Special Situations When a Global Security Will Be Terminated. In a few special situations described below, a global security will be terminated and interests in it will be exchanged for certificates in non-book-entry form (certificated securities). After that exchange, the choice of whether to hold the certificated debt securities directly or in street name will be up to the investor. Investors must consult their own banks or brokers to find out how to have their interests in a global security transferred on termination to their own names, so that they will be holders. We have described the rights of holders and street name investors under “Holders of Registered Debt Securities” above.

     The special situations for termination of a global security are as follows:

• if the depositary notifies us that it is unwilling, unable or no longer qualified to continue as depositary for that global security, and we do not appoint another institution to act as depositary within 60 days,

• if we notify the trustee that we wish to terminate that global security, or

• if an event of default has occurred with regard to the debt securities represented by that global security and has not been cured or waived; we discuss defaults later under “Events of Default.”

     The prospectus supplement or term sheet may list situations for terminating a global security that would apply only to the particular series of debt securities covered by the prospectus supplement or term sheet. If a global security is terminated, only the depositary, and not we or the applicable trustee, is responsible for deciding the names of the institutions in whose names the debt securities represented by the global security will be registered and, therefore, who will be the holders of those debt securities.

Payment and Paying Agents

     We will pay interest to the person listed in the trustee’s records as the owner of the debt security at the close of business on a particular day in advance of each due date for interest, even if that person no longer owns the debt security on the interest due date. That day, usually about two weeks in advance of the interest due date, is called the “record date.” Because we will pay all the interest for an interest period to the holders on the record date, holders buying and selling debt securities must work out between themselves the appropriate purchase price. The most common manner is to adjust the sales price of the debt securities to prorate interest fairly between buyer and seller based on their respective ownership periods within the particular interest period. This prorated interest amount is called “accrued interest.”

     Payments on Global Securities. We will make payments on a global security in accordance with the applicable policies of the depositary as in effect from time to time. Under those policies, we will make payments directly to the depositary, or its nominee, and not to any indirect holders who own beneficial interests in the global security. An indirect holder’s right to those payments will be governed by the rules and practices of the depositary and its participants, as described under “What Is a Global Security?”.

     Payments on Certificated Securities. We will make payments on a certificated debt security as follows. We will pay interest that is due on an interest payment date by check mailed on the interest payment date to the holder at his or her address shown on the trustee’s records as of the close of business on the regular record date. We will make all payments of principal and premium, if any, by check at the office of the applicable trustee in New York, New York and/or at other offices that may be specified in the prospectus supplement or term sheet or in a notice to holders, against surrender of the debt security.

     Alternatively, if the holder asks us to do so, we will pay any amount that becomes due on the debt security by wire transfer of immediately available funds to an account at a bank in New York City, on the due date. To request payment by wire, the holder must give the applicable trustee or other paying agent appropriate transfer instructions at least 15 Business Days before the requested wire payment is due. In the case of any interest payment due on an interest payment date, the instructions must be given by the person who is the holder on the relevant regular record date. Any wire instructions, once properly given, will remain in effect unless and until new instructions are given in the manner described above.

25

     Payment When Offices Are Closed. If any payment is due on a debt security on a day that is not a Business Day, we will make the payment on the next day that is a Business Day. Payments made on the next Business Day in this situation will be treated under the indenture as if they were made on the original due date, except as otherwise indicated in the attached prospectus supplement or term sheet. Such payment will not result in a default under any debt security or the indenture, and no interest will accrue on the payment amount from the original due date to the next day that is a Business Day.

Material Covenants

     Consolidation, Merger, Sale or Conveyance. The indenture provides that AAM Inc. or Holdings may not consolidate with or merge into any other entity or convey, transfer or lease their properties and assets substantially as an entirety to any entity, unless:

• the successor or transferee entity, if other than AAM Inc. or Holdings, as the case may be, is a corporation organized and existing under the laws of the United States, any state thereof or the District of Columbia and expressly assumes by a supplemental indenture executed and delivered to the trustee, in form reasonably satisfactory to the trustee, the due and punctual payment of the principal of, any premium on and any interest on, all the outstanding debt securities and the performance of every covenant and obligation in the indenture to be performed or observed by AAM Inc. or Holdings, as the case may be;

• immediately after giving effect to the transaction, no Event of Default, as defined in the indenture, and no event which, after notice or lapse of time or both, would become an Event of Default, has happened and is continuing; and

• AAM Inc. or Holdings, as the case may be, has delivered to the trustee an officers’ certificate and an opinion of counsel, each in the form required by the indenture and stating that such consolidation, merger, conveyance, transfer or lease and, if a supplemental indenture is required in connection with such transaction, such supplemental indenture comply with the foregoing provisions relating to such transaction.

     In case of any such consolidation, merger, conveyance or transfer, the successor entity will succeed to and be substituted for AAM Inc. or Holdings, as the case may be, as obligor or guarantor on the debt securities, as the case may be, with the same effect as if it had been named in the indenture as AAM Inc. or Holdings, as the case may be.

     Limitation on Liens. AAM Inc. and Holdings will not, and will not permit any Restricted Subsidiary to, create, incur, issue, assume or guarantee any indebtedness for money borrowed (“Debt”) secured by a Mortgage upon any Operating Property, or upon shares of capital stock or Debt issued by any Restricted Subsidiary and owned by AAM Inc. or Holdings or any Restricted Subsidiary, whether owned at the date of the indenture or thereafter acquired, without effectively providing concurrently that the debt securities of each series then outstanding under the indenture are secured equally and ratably with or, at our option, prior to such Debt so long as such Debt shall be so secured.

     The foregoing restriction shall not apply to, and there shall be excluded from Debt in any computation under such restriction, Debt secured by:

     (1) Mortgages on any property existing at the time of the acquisition thereof;

     (2) Mortgages on property of a corporation existing at the time such corporation is merged into or consolidated with our company or Holdings or a Restricted Subsidiary or at the time of a sale, lease or other disposition of the properties of such corporation (or a division thereof) as an entirety or substantially as an entirety to us, Holdings or a Restricted Subsidiary, provided that any such Mortgage does not extend to any property owned by us, Holdings or any Restricted Subsidiary immediately prior to such merger, consolidation, sale, lease or disposition;

     (3) Mortgages on property of a corporation existing at the time such corporation becomes a Restricted Subsidiary;

     (4) Mortgages in favor of our company, Holdings or a Restricted Subsidiary;

26

     (5) Mortgages to secure all or part of the cost of acquisition, construction, development or improvement of the underlying property, or to secure debt incurred to provide funds for any such purpose, provided that the commitment of the creditor to extend the credit secured by any such Mortgage shall have been obtained no later than 360 days after the later of (a) the completion of the acquisition, construction, development or improvement of such property or (b) the placing in operation of such property;

     (6) Mortgages in favor of the United States of America or any State thereof, or any department, agency or instrumentality or political subdivision thereof, to secure partial, progress, advance or other payments; and

     (7) Mortgages existing on the date of the indenture or any extension, renewal, replacement or refunding of any Debt secured by a Mortgage existing on the date of the indenture or referred to in clauses (1) to (3) or (5), provided that any such extension, renewal, replacement or refunding of such Debt shall be created within 360 days of repaying the Debt secured by the Mortgage referred to in clauses (1) to (3) or (5) and the principal amount of the Debt secured thereby and not otherwise authorized by clauses (1) to (3) or (5) shall not exceed the principal amount of Debt, plus any premium or fee payable in connection with any such extension, renewal, replacement or refunding, so secured at the time of such extension, renewal, replacement or refunding.

     Notwithstanding the restrictions described above, AAM Inc., Holdings and any Restricted Subsidiaries may create, incur, issue, assume or guarantee Debt secured by Mortgages without equally and ratably securing the debt securities of each series then outstanding if, at the time of such creation, incurrence, issuance, assumption or guarantee, after giving effect thereto and to the retirement of any Debt which is concurrently being retired, the aggregate amount of all such Debt secured by Mortgages which would otherwise be subject to such restrictions (other than any Debt secured by Mortgages permitted as described in clauses (1) through (7) of the immediately preceding paragraph) plus all Attributable Debt of AAM Inc, Holdings and the Restricted Subsidiaries in respect of Sale and Leaseback Transactions with respect to Operating Properties (with the exception of such transactions which are permitted under clauses (1) through (4) of the first sentence of the first paragraph under “— Limitation on Sale and Leaseback Transactions” below) does not exceed 10% of Consolidated Net Tangible Assets.

     “Consolidated Tangible Assets” means the aggregate of all assets of Holdings (including the value of all existing Sale and Leaseback Transactions and any assets resulting from the capitalization of other long-term lease obligations in accordance with GAAP) appearing on the most recent available consolidated balance sheet of Holdings at their net book values, after deducting related depreciation, applicable allowances and other properly deductible items, and after deducting all goodwill, trademarks, tradenames, patents, unamortized debt discount and expenses and other like intangibles, all prepared in accordance with GAAP.

     “Consolidated Current Liabilities” means the aggregate of the current liabilities of Holdings appearing on the most recent available consolidated balance sheet of Holdings, all in accordance with GAAP. In no event shall Consolidated Current Liabilities include any obligation of Holdings or its Subsidiaries issued under a revolving credit or similar agreement if the obligation issued under such agreement matures by its terms within 12 months from the date thereof but by the terms of such agreement such obligation may be renewed or extended or the amount thereof reborrowed or refunded at the option of Holdings, our company or any Subsidiary for a term in excess of 12 months from the date of determination.

     “Consolidated Net Tangible Assets” means Consolidated Tangible Assets after deduction of Consolidated Current Liabilities.

     “GAAP” means generally accepted accounting principles set forth in the opinions and pronouncements of the Accounting Principles Board of the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board or in such other statements by such other entity as have been approved by a significant segment of the accounting profession which are in effect on the Issue Date.

     “Mortgage” means, with respect to any property or assets, any mortgage or deed of trust, pledge, hypothecation, assignment, security interest, lien, encumbrance, or any other security arrangement of any kind or nature whatsoever on or with respect to such property or assets (including any conditional sale or other title retention agreement having substantially the same economic effect as any of the foregoing).

27

     “Operating Property” means any real property or equipment located in the United States owned by, or leased to, AAM Inc., Holdings or any Subsidiary that has a market value in excess of 1.0% of Consolidated Net Tangible Assets.

     “Person” means any individual, corporation, partnership, joint venture, trust, unincorporated organization or government or any agency or political subdivision thereof.

     “Restricted Subsidiary” means any Subsidiary (excluding AAM Inc.) that owns Operating Property.

     “Sale and Leaseback Transaction” means any arrangement with any Person providing for the leasing to AAM Inc., Holdings or any Subsidiary of any Operating Property, which Operating Property has been or is to be sold or transferred by AAM Inc., Holdings or such Subsidiary to such Person.

     “Subsidiary” means any corporation of which at least a majority of the outstanding stock having by the terms thereof ordinary voting power for the election of directors of such corporation (irrespective of whether or not at the time stock of any other class or classes of such corporation shall have or might have voting power by reason of the happening of any contingency) is at the time directly or indirectly owned by AAM Inc. or Holdings, or by one or more other Subsidiaries, or by AAM Inc. or Holdings and one or more other Subsidiaries.

     Limitation on Sale and Leaseback Transactions. AAM Inc. and Holdings will not, and will not permit any Restricted Subsidiary to, enter into any Sale and Leaseback Transaction with respect to any Operating Property unless:

     (1) the Sale and Leaseback Transaction is solely with our company, Holdings or another Restricted Subsidiary;

     (2) the lease is for a period not in excess of twenty-four months, including renewals;

     (3) our company, Holdings or such Restricted Subsidiary would (at the time of entering into such arrangement) be entitled as described in clauses (1) through (7) of the second paragraph under the heading “— Limitation on Liens,” without equally and ratably securing the debt securities then outstanding under the indenture, to create, incur, issue, assume or guarantee Debt secured by a Mortgage on such Operating Property in the amount of the Attributable Debt arising from such Sale and Leaseback Transaction;

     (4) our company, Holdings or such Restricted Subsidiary within 360 days after the sale of such Operating Property in connection with such Sale and Leaseback Transaction is completed, applies an amount equal to the greater of (A) the net proceeds of the sale of such Operating Property or (B) the fair market value of such Operating Property to (i) the retirement of debt securities, other Funded Debt of our company or Holdings ranking on a parity with the debt securities or Funded Debt of a Restricted Subsidiary or (ii) the purchase of Operating Property; or

     (5) the Attributable Debt of our company, Holdings and our Restricted Subsidiaries in respect of such Sale and Leaseback Transaction and all other Sale and Leaseback Transactions entered into after the date of the indenture (other than any such Sale and Leaseback Transaction as would be permitted as described in clauses (1) through (4) of this sentence), plus the aggregate principal amount of Debt secured by Mortgages on Operating Properties then outstanding (not including any such Debt secured by Mortgages described in clauses (1) through (7) of the second paragraph under the heading “— Limitation on Liens”) which do not equally and ratably secure such outstanding debt securities (or secure such outstanding debt securities on a basis that is prior to other Debt secured thereby), would not exceed 10% of Consolidated Tangible Net Assets.

     “Attributable Debt” in respect of any Sale and Leaseback Transaction, means, as of the time of determination, the total obligation (discounted to present value at the rate per annum equal to the discount rate which would be applicable to a capital lease obligation with like term in accordance with GAAP) of the lessee for rental payments (other than amounts required to be paid on account of property taxes, maintenance, repairs, insurance, water rates

28

and other items which do not constitute payments for property rights) during the remaining portion of the initial term of the lease included in such Sale and Leaseback Transaction.

     “Funded Debt” means all Debt having a maturity of more than 12 months from the date as of which the determination is made or having a maturity of 12 months or less but by its terms being renewable or extendable beyond 12 months from such date at the option of the borrower, but excluding any such Debt owed to our company, Holdings or a Subsidiary.

Events of Default

     An event of default is defined in the indenture as:

     (a) default for 30 days in payment of any interest on the debt securities (including additional interest under the registration rights agreement described below) when it becomes due and payable;

     (b) default in payment of principal of or any premium on the debt securities at maturity or redemption price when the same becomes due and payable;

     (c) default by us or Holdings in the performance of any other covenant contained in the indenture for the benefit of the debt securities that has not been remedied by the end of a period of 60 days after notice is given as specified in the indenture;

     (d) the guarantee of Holdings ceases to be in full force and effect or is declared null and void or Holdings denies that it has any further liability under its guarantee to the note holders, or has given notice to such effect (other than by reason of the termination of the indenture or the release of such guarantee in accordance with the indenture), and such condition shall have continued for a period of 30 days after notice is given as specified in the indenture;

     (e) default in the payment of principal when due or resulting in acceleration of other indebtedness of AAM Inc., Holdings or any Significant Subsidiary for borrowed money where the aggregate principal amount with respect to which the default or acceleration has occurred exceeds $50 million and such acceleration has not been rescinded or annulled or such indebtedness repaid within a period of 30 days after written notice to us by the trustee or to us and the trustee by the holders of at least 25% in principal amount at maturity of the debt securities, provided that if any such default is cured, waived, rescinded or annulled, then the event of default by reason thereof would be deemed not to have occurred; and

     (f) certain events of bankruptcy, insolvency and reorganization of our company or Holdings.

          When we refer to a “Significant Subsidiary,” we mean any Subsidiary that would constitute a “significant subsidiary” within the meaning of Article 1 of Regulation S-X of the Securities Act as in effect on the date of the indenture.

	The indenture provides that:
•	if an event of default described in clause (a), (b), (c), (d) or (e) above has occurred and is continuing, either the trustee or the holders of not less than 25% in aggregate principal amount of the debt securities may declare the principal amount of the debt securities then outstanding, and any accrued and unpaid interest through the date of such declaration, to be due and payable immediately;
•	upon certain conditions such declarations may be annulled and past defaults (except for defaults in the payment of principal of, any premium on or interest on, the debt securities and in compliance with certain covenants) may be waived by the holders of a majority in aggregate principal amount of the debt securities then outstanding; and
•	if an event of default described in clause (f) occurs and is continuing, then the principal amount of all debt securities issued under the indenture and then outstanding, together with any accrued interest through the

29

• occurrence of such event, shall become and be due and payable immediately, without any declaration or other act by the trustee or any other holder.

     Under the indenture, the trustee must give to the holders of debt securities notice of all uncured defaults known to it with respect to the debt securities within 90 days after such a default occurs (the term default to include the events specified above without notice or grace periods); provided that, except in the case of default in the payments of principal of, any premium on, any of the debt securities, the trustee will be protected in withholding such notice if it in good faith determines that the withholding of such notice is in the interests of the holders of the debt securities.

	No holder of any debt securities may institute any action under the indenture unless:
•	such holder has given the trustee written notice of a continuing event of default with respect to the debt securities;
•	the holders of not less than 25% in aggregate principal amount of the debt securities then outstanding have requested the trustee to institute proceedings in respect of such event of default;
•	such holder or holders have offered the trustee such reasonable indemnity as the trustee may require;
•	the trustee has failed to institute an action for 60 days thereafter; and
•	no inconsistent direction has been given to the trustee during such 60-day period by the holders of a majority in aggregate principal amount of debt securities.

     The holders of a majority in aggregate principal amount of the debt securities affected and then outstanding will have the right, subject to certain limitations, to direct the time, method and place of conducting any proceeding for any remedy available to the trustee or exercising any trust or power conferred on the trustee with respect to the debt securities. The indenture provides that, if an event of default occurs and is continuing, the trustee, in exercising its rights and powers under the indenture, will be required to use the degree of care of a prudent man in the conduct of his own affairs. The indenture further provides that the trustee shall not be required to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties under the indenture unless it has reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is reasonably assured to it.

     We must furnish to the trustee within 120 days after the end of each fiscal year a statement of our company signed by one of the officers of our company to the effect that a review of our activities during such year and our performance under the indenture and the terms of the debt securities has been made, and, to the knowledge of the signatories based on such review, we have complied with all conditions and covenants of the indenture or, if we are in default, specifying such default.

Modification of the Indenture

     We and the trustee may, without the consent of the holders of the debt securities issued under the indenture, enter into supplemental indenture for, among others, one or more of the following purposes:

• to evidence the succession of another corporation to our company, and the assumption by such successor of our obligations under the indenture and the debt securities;

• to add covenants of our company, or surrender any rights of the company, or add any rights for the benefit of the holders of debt securities;

• to cure any ambiguity, omission, defect or inconsistency in such indenture;

• to establish the form or terms of any other series of debt securities, including any subordinated securities;

• to evidence and provide the acceptance of any successor trustee with respect to the debt securities or one or more other series of debt securities or to facilitate the administration of the trusts thereunder by one or more trustees in accordance with such indenture; and

• to provide any additional events of default.

30

     With certain exceptions, the indenture, the Holdings guarantee or the rights of the holders of the debt securities may be modified by us and the trustee with the consent of the holders of a majority in aggregate principal amount of the debt securities then outstanding, but no such modification may be made without the consent of the holder of each outstanding note affected thereby that would:

• change the maturity of any payment of principal of, or any premium on, any debt securities, or change any place of payment where, or the coin or currency in which, any note or any premium is payable, or impair the right to institute suit for the enforcement of any such payment on or after the maturity thereof (or, in the case of redemption, on or after the redemption date);

• reduce the percentage in principal amount of the outstanding debt securities, the consent of whose holders is required for any such modification, or the consent of whose holders is required for any waiver of compliance with certain provisions of the indenture or certain defaults thereunder and their consequences provided for in the indenture; or

• modify any of the provisions of certain sections of the indenture, including the provisions summarized in this paragraph, except to increase any such percentage or to provide that certain other provisions of the indenture cannot be modified or waived without the consent of the holder of each outstanding debt securities affected thereby.

Defeasance

          The following provisions will be applicable to each series of debt securities unless we state in the applicable prospectus supplement or term sheet that the provisions of covenant defeasance and full defeasance will not be applicable to that series.

          Covenant Defeasance. Under current United States federal tax law, we can make the deposit described below and be released from some of the restrictive covenants in the indenture under which the particular series was issued. This is called “covenant defeasance.” In that event, you would lose the protection of those restrictive covenants but would gain the protection of having money and government securities set aside in trust to repay your debt securities. If you hold subordinated securities, you also would be released from the subordination provisions described under “Subordinated Indenture Provisions—Subordination” below. In order to achieve covenant defeasance, we must do the following:

• If the debt securities of the particular series are denominated in U.S. dollars, deposit in trust for the benefit of all holders of such debt securities a combination of money and United States government or United States government agency debt securities or bonds that will generate enough cash to make interest, principal and any other payments on the debt securities on their various due dates.

• Deliver to the trustee a legal opinion of our counsel confirming that, under current United States federal income tax law, we may make the above deposit without causing you to be taxed on the debt securities any differently than if we did not make the deposit and just repaid the debt securities ourselves at maturity.

• Deliver to the trustee a legal opinion of our counsel stating that the above deposit does not require registration by us under the Investment Company Act of 1940, as amended, and a legal opinion and officers’ certificate stating that all conditions precedent to covenant defeasance have been complied with.

          If we accomplish covenant defeasance, you can still look to us for repayment of the debt securities if there were a shortfall in the trust deposit or the trustee is prevented from making payment. In fact, if one of the remaining Events of Default occurred (such as our bankruptcy) and the debt securities became immediately due and payable, there might be a shortfall. Depending on the event causing the default, you may not be able to obtain payment of the shortfall.

          Full Defeasance. If there is a change in United States federal tax law, as described below, we can legally release ourselves from all payment and other obligations on the debt securities of a particular series (called “full defeasance”) if we put in place the following other arrangements for you to be repaid:

• If the debt securities of the particular series are denominated in U.S. dollars, we must deposit in trust for the benefit of all holders of such debt securities a combination of money and United States government or United States government agency debt securities or bonds that will generate enough

31

	cash to make interest, principal and any other payments on the debt securities on their various due dates.
•	We must deliver to the trustee a legal opinion confirming that there has been a change in current United States federal tax law or an Internal Revenue Service ruling that allows us to make the above deposit without causing you to be taxed on the debt securities any differently than if we did not make the deposit and just repaid the debt securities ourselves at maturity. Under current United States federal tax law, the deposit and our legal release from the debt securities would be treated as though we paid you your share of the cash and debt securities or bonds at the time the cash and debt securities or bonds were deposited in trust in exchange for your debt securities and you would recognize gain or loss on the debt securities at the time of the deposit.
•	We must deliver to the trustee a legal opinion of our counsel stating that the above deposit does not require registration by us under the Investment Company Act of 1940, as amended, and a legal opinion and officers’ certificate stating that all conditions precedent to defeasance have been complied with.

          If we ever did accomplish full defeasance, as described above, you would have to rely solely on the trust deposit for repayment of the debt securities. You could not look to us for repayment in the unlikely event of any shortfall. Conversely, the trust deposit would most likely be protected from claims of our lenders and other creditors if we ever became bankrupt or insolvent. If you hold subordinated securities, you would also be released from the subordination provisions described later under “Subordinated Indenture Provisions— Subordination.”

Discharge of the Indenture

          We may satisfy and discharge our obligations under the indenture by delivering to the trustee for cancellation all outstanding debt securities or by depositing with the trustee or the paying agent after the debt securities have become due and payable, whether at stated maturity, or any redemption date, or otherwise, cash sufficient to pay all of the outstanding debt securities and paying all other sums payable under the indenture by our company.

Form, Exchange and Transfer of Certificated Registered Securities

          If registered debt securities cease to be issued in book-entry form, they will be issued:

• only in fully registered certificated form,

• without interest coupons, and

• unless we indicate otherwise in the prospectus supplement or term sheet, in denominations of $1,000 and amounts that are multiples of $1,000.

          Holders may exchange their certificated securities for debt securities of smaller denominations or combined into fewer debt securities of larger denominations, as long as the total principal amount is not changed.

          Holders may exchange or transfer their certificated securities at the office of their trustee. We have appointed the trustee to act as our agent for registering debt securities in the names of holders transferring debt securities. We may appoint another entity to perform these functions or perform them ourselves.

          Holders will not be required to pay a service charge to transfer or exchange their certificated securities, but they may be required to pay any tax or other governmental charge associated with the transfer or exchange. The transfer or exchange will be made only if our transfer agent is satisfied with the holder’s proof of legal ownership.

          If we have designated additional transfer agents for your debt security, they will be named in your prospectus supplement or term sheet. We may appoint additional transfer agents or cancel the appointment of any particular transfer agent. We may also approve a change in the office through which any transfer agent acts.

          If any certificated securities of a particular series are redeemable and we redeem less than all the debt securities of that series, we may block the transfer or exchange of those debt securities during the period beginning 15 days before the day we mail the notice of redemption and ending on the day of that mailing, in order to freeze the list of holders to prepare the mailing. We may also refuse to register transfers or exchanges of any certificated securities selected for redemption, except that we will continue to permit transfers and exchanges of the unredeemed portion of any debt security that will be partially redeemed.

32

     If a registered debt security is issued in book-entry form, only the depositary will be entitled to transfer and exchange the debt security as described in this subsection, since it will be the sole holder of the debt security.

Resignation of Trustee

     The trustee may resign or be removed with respect to one or more series of indenture securities provided that a successor trustee is appointed to act with respect to these series. In the event that two or more persons are acting as trustee with respect to different series of indenture securities under the indenture, each of the trustees will be a trustee of a trust separate and apart from the trust administered by any other trustee.

The Trustee Under the Indenture

     The Bank of New York Mellon Trust Company, N.A. is one of a number of banks with which we maintain ordinary banking relationships and from which we may have obtained credit facilities and lines of credit.

Certain Considerations Relating to Foreign Currencies

     Debt securities denominated or payable in foreign currencies may entail significant risks. These risks include the possibility of significant fluctuations in the foreign currency markets, the imposition or modification of foreign exchange controls and potential illiquidity in the secondary market. These risks will vary depending upon the currency or currencies involved and will be more fully described in the applicable prospectus supplement or term sheet.

33

DESCRIPTION OF DEBT WARRANTS

     We may issue (either separately or together with other offered securities) debt warrants to purchase underlying debt securities issued by us (“offered debt warrants”). We will issue the debt warrants under warrant agreements (each a “debt warrant agreement”) to be entered into between us and a bank or trust company, as warrant agent (the “debt warrant agent”), identified in the prospectus supplement or term sheet.

     Because this section is a summary, it does not describe every aspect of the debt warrants and the debt warrant agreement. We urge you to read the debt warrant agreement because it, and not this description, defines your rights as a holder of debt warrants. We will file the form of debt warrant agreement with the SEC. See “Where You Can Find More Information” for information on how to obtain a copy of the debt warrant agreement.

General

     You should read the prospectus supplement or term sheet for the material terms of the offered debt warrants, including the following:

• The title and aggregate number of the debt warrants.

• The title, rank, aggregate principal amount and terms of the underlying debt securities purchasable upon exercise of the debt warrants.

• The principal amount of underlying debt securities that may be purchased upon exercise of each debt warrant, and the price or the manner of determining the price at which this principal amount may be purchased upon exercise.

• The time or times at which, or the period or periods during which, the debt warrants may be exercised and the expiration date of the debt warrants.

• Any optional redemption terms.

• Whether certificates evidencing the debt warrants will be issued in registered or bearer form and, if registered, where they may be transferred and exchanged.

• Whether the debt warrants are to be issued with any debt securities or any other securities and, if so, the amount and terms of these debt securities or other securities.

• The date, if any, on and after which the debt warrants and these debt securities or other securities will be separately transferable.

• Any other material terms of the debt warrants.

     The prospectus supplement or term sheet will also contain a discussion of the United States federal income tax considerations relevant to the offering.

     Debt warrant certificates will be exchangeable for new debt warrant certificates of different denominations. No service charge will be imposed for any permitted transfer or exchange of debt warrant certificates, but we may require payment of any tax or other governmental charge payable in connection therewith. Debt warrants may be exercised and exchanged and debt warrants in registered form may be presented for registration of transfer at the corporate trust office of the debt warrant agent or any other office indicated in the prospectus supplement or term sheet.

Exercise of Debt Warrants

     Each offered debt warrant will entitle the holder thereof to purchase the amount of underlying debt securities at the exercise price set forth in, or calculable from, the prospectus supplement or term sheet relating to the offered debt warrants. After the close of business on the expiration date, unexercised debt warrants will be void.

     Debt warrants may be exercised by payment to the debt warrant agent of the applicable exercise price and by delivery to the debt warrant agent of the related debt warrant certificate, properly completed. Debt warrants will be deemed to have been exercised upon receipt of the exercise price and the debt warrant certificate or certificates.

34

Upon receipt of this payment and the properly completed debt warrant certificates, we will, as soon as practicable, deliver the amount of underlying debt securities purchased upon exercise.

     If fewer than all of the debt warrants represented by any debt warrant certificate are exercised, a new debt warrant certificate will be issued for the unexercised debt warrants. The holder of a debt warrant will be required to pay any tax or other governmental charge that may be imposed in connection with any transfer involved in the issuance of underlying debt securities purchased upon exercise.

Modifications

     There are three types of changes we can make to a debt warrant agreement and the debt warrants issued thereunder.

     Changes Requiring Your Approval. First, there are changes that cannot be made to your debt warrants without your specific approval. Those types of changes include modifications and amendments that:

• accelerate the expiration date;

• reduce the number of outstanding debt warrants, the consent of the holders of which is required for a modification or amendment; or

• otherwise materially and adversely affect the rights of the holders of the debt warrants.

     Changes Not Requiring Approval. The second type of change does not require any vote by holders of the debt warrants. This type of change is limited to clarifications and other changes that would not materially adversely affect the interests of holders of the debt warrants.

     Changes Requiring a Majority Vote. Any other change to the debt warrant agreement and the debt warrants requires a vote in favor by holders of a majority in number of the then outstanding unexercised debt warrants affected thereby. Most changes fall into this category.

No Rights as Holders of Underlying Debt Securities

     Before the warrants are exercised, holders of the debt warrants are not entitled to payments of principal, premium or interest, if any, on the related underlying debt securities or to exercise any rights whatsoever as holders of the underlying debt securities.

35

DESCRIPTION OF COMMON STOCK WARRANTS

     Pursuant to the warrant agreement by and between Holdings and GM dated as of September 16, 2009 (the “Warrant Agreement”), Holdings issued GM 4,093,729 warrants (the “Initial GM Warrants”), which entitles GM to purchase 4,093,729 shares of common stock at an exercise price of $2.76 per share (the “Exercise Price”). Holdings agreed to issue to GM up to an additional 6,915,083 warrants (the “Additional GM Warrants” and together with the Initial GM Warrants, the “GM Warrants”) based upon the amount drawn under the Second Lien Term Credit Facility between Holdings and GM, dated as of September 16, 2009. The Additional GM Warrants entitle GM to purchase shares of common stock at the Exercise Price. The GM Warrants will be exercisable at the holder’s option at any time and from time to time, in whole or in part, commencing on September 16, 2009 until 5:00 pm New York City time on September 16, 2014 (the “Expiration Date”). We are registering hereby the sale by GM of the Initial GM Warrants (herein referred to as the “common stock warrants”) and the common stock issuable upon exercise of the Initial GM Warrants (herein referred to as the “warrants shares”).

     The ultimate number of shares of common stock to be issued under the Warrant Agreement and the Exercise Price are subject to certain customary anti-dilution adjustments for changes in Holdings’ capital stock, rights issues, cash and non-cash distributions, certain repurchases of common stock, consolidation or mergers. The GM Warrants will not be subject to contractual restrictions on transfer other than as necessary to ensure compliance with U.S. federal and state securities laws.

     GM has agreed that while it or any of its affiliates holds any GM Warrants or shares of common stock issuable upon exercise of the GM Warrants (the “GM Warrant Shares”), GM will not, and will direct its affiliates not to, (i) acquire, offer to acquire, or agree to acquire, directly or indirectly, securities of Holdings or any subsidiary if, following such acquisition, GM and its affiliates would be the beneficial owners of more than 20% of the then outstanding common stock without Holdings’ consent, (ii) seek or propose to influence or control the management or policies of Holdings, make or in any way participate, directly or indirectly, in any “solicitation” of “proxies” to vote any voting securities of Holdings or any subsidiary thereof, or seek to advise or influence any person or entity with respect to the voting of any voting securities of Holdings or any subsidiary thereof, (iii) make any public announcement with respect to, or submit a proposal for or offer of, any merger, recapitalization, reorganization, business combination or other extraordinary transaction involving Holdings or any subsidiary thereof, or any of their securities or assets, (iv) enter into any negotiations, arrangements or understandings with any third party with respect to the foregoing, or (v) publicly disclose that it has requested Holdings to amend or waive any of the above provisions or make such request in a manner that would require public disclosure by Holdings.

     In addition, if GM or any of its affiliates exercises a GM Warrant at any time prior to the 30th calendar day prior to the Expiration Date, it shall not hold any GM Warrant Shares for more than 30 calendar days following such exercise (the “Disposal Period”); provided, however, that if GM (or any of its affiliates) is prohibited from selling all or any portion of the GM Warrant Shares pursuant to the registration rights provisions of the Warrant Agreement during the Disposal Period, then the Disposal Period with respect to such GM Warrant Shares will be extended by the length of time GM (or any of its affiliates) is prohibited from selling such GM Warrant Shares. GM and its affiliates will have no rights (including the right to vote in the election of directors or receive dividends) with respect to any GM Warrant Shares held in violation of the previous sentence. If GM (or any of its affiliates) holds any GM Warrant Shares either during the Disposal Period or following the Expiration Date, it will vote such GM Warrant Shares proportionally with all other stockholders of Holdings.

     The GM Warrants were issued in a private placement transaction exempt from registration requirements pursuant to Section 4(2) of the Securities Act of 1933, as amended. Holdings has granted certain registration rights to GM for the GM Warrants and the shares of common stock held by GM or other holder upon exercise of the GM Warrants. See “Description of Common Stock.”

36

DESCRIPTION OF COMMON STOCK

     The following summary describes elements of Holdings’ Certificate of Incorporation and Bylaws to be in effect prior to consummation of the Offerings.

     Holdings’ authorized capital stock consists of (i) 150,000,000 shares of common stock, par value $.01 per share (“Common Stock”), of which 55,565,873 shares were issued and outstanding as of September 30, 2009, (ii) 10,000,000 shares of preferred stock, par value $.01 per share (“Preferred Stock”) of which no shares are issued and outstanding and (iii) 40,000,000 shares of series common stock, par value $.01 per share (“Series Common Stock”) of which no shares are issued and outstanding. The following description of Holdings’ capital stock and related matters is qualified in its entirety by reference to the Certificate of Incorporation and the Bylaws, copies of which are on file with the SEC.

Common Stock

     Holders of Common Stock are entitled to one vote per share on all matters to be voted upon by the stockholders. The holders of Common Stock do not have cumulative voting rights in the election of directors. Holders of Common Stock are entitled to receive dividends if, as and when dividends are declared from time to time by Holdings’ Board of Directors out of funds legally available therefor, after payment of dividends required to be paid on outstanding Preferred Stock or Series Common Stock (as described below), if any. In the event of liquidation, dissolution or winding up of Holdings, the holders of Common Stock are entitled to share ratably in all assets remaining after payment of liabilities and accrued but unpaid dividends and liquidation preferences on any outstanding Preferred Stock or Series Common Stock of Holdings. The Common Stock has no preemptive or conversion rights and is not subject to further calls or assessment by Holdings. There are no redemption or sinking fund provisions applicable to the Common Stock. The Common Stock being sold by Holdings in the Offerings, when sold to the Underwriters in the manner described in this prospectus, prospectus supplement or term sheet will be, and all currently outstanding Common Stock of Holdings is, duly authorized, validly issued, fully paid and non-assessable.

Preferred Stock and Series Common Stock

     The Certificate of Incorporation authorizes the Board of Directors to establish one or more series of Preferred Stock and Series Common Stock and to determine, with respect to any series of Preferred Stock or Series Common Stock, the terms and rights of such series, including (i) the designation of the series, (ii) the number of shares of the series, which number the Board may thereafter (except where otherwise provided in the Preferred Stock or Series Common Stock designation) increase or decrease (but not below the number of shares thereof then outstanding), (iii) whether dividends, if any, will be cumulative or non-cumulative and the dividend rate of the series, (iv) the dates at which dividends, if any, will be payable, (v) the redemption rights and price or prices, if any, for shares of the series, (vi) the terms and amounts of any sinking fund provided for the purchase or redemption of shares of the series, (vii) the amounts payable on shares of the series in the event of any voluntary or involuntary liquidation, dissolution or winding-up of the affairs of Holdings, (viii) whether the shares of the series will be convertible into shares of any other class or series, or any other security, of Holdings or any other corporation, and, if so, the specification of such other class or series or such other security, the conversion price or prices or rate or rates, any adjustments thereof, the date or dates as of which such shares shall be convertible and all other terms and conditions upon which such conversion may be made, (ix) restrictions on the issuance of shares of the same series or of any other class or series, and (x) the voting rights, if any, of the holders of such series. The authorized shares of Preferred Stock and Series Common Stock, as well as shares of Common Stock, will be available for issuance without further action by Holdings’ stockholders, unless such action is required by applicable law or the rules of any stock exchange or automated quotation system on which the Holdings’ securities may be listed or traded.

     Although the Board has no intention at the present time of doing so, it could issue a series of Preferred Stock or Series Common Stock that could, depending on the terms of such series, impede the completion of a merger, tender offer or other takeover attempt. The Board will make any determination to issue such shares based on its judgment as to the best interests of Holdings and its stockholders. The Board, in so acting, could issue Preferred Stock or Series Common Stock having terms that could discourage an acquisition attempt or other transaction that some, or a majority, of the Holdings’ stockholders might believe to be in their best interests or in which stockholders might receive a premium for their stock over the then-current market price of such stock.

37

Authorized but Unissued Capital Stock

     Delaware law does not require stockholder approval for any issuance of authorized shares. However, the listing requirements of the New York Stock Exchange, which would apply so long as the Common Stock remains listed on the New York Stock Exchange, require stockholder approval of certain issuances equal to or exceeding 20% of the then outstanding voting power or then outstanding number of shares of Common Stock. These additional shares may be used for a variety of corporate purposes, including future public offerings to raise additional capital or to facilitate acquisitions.

     One of the effects of the existence of unissued and unreserved Common Stock, Preferred Stock and Series Common Stock may be to enable Holdings’ Board of Directors to issue shares to persons friendly to current management, which issuance could render more difficult or discourage an attempt to obtain control of the Holdings by means of a merger, tender offer, proxy contest or otherwise, and thereby protect the continuity of Holdings’ management and possibly deprive the stockholders of opportunities to sell their shares of Common Stock at prices higher than prevailing market prices.

The Delaware General Corporation Law

     Holdings is a Delaware corporation subject to Section 203 of the Delaware General Corporation Law (the “DGCL”). Section 203 provides that, subject to certain exceptions specified therein, a Delaware corporation shall not engage in certain “business combinations” with any “interested stockholder” for a three-year period following the time that such stockholder became an interested stockholder unless (i) the corporation has elected in its certificate of incorporation not to be governed by Section 203 (Holdings has not made such an election), (ii) prior to such time, the board of directors of the corporation approved either the business combination or the transaction which resulted in the stockholder becoming an interested stockholder, (iii) upon consummation of the transaction which resulted in the stockholder becoming an interested stockholder, the interested stockholder owned at least 85% of the voting stock of the corporation outstanding at the time the transaction commenced (excluding certain shares), or (iv) at or subsequent to such time, the business combination is approved by the board of directors of the corporation and by the affirmative vote of at least 66 2/3% of the outstanding voting stock which is not owned by the interested stockholder. The three-year prohibition also does not apply to certain business combinations proposed by an interested stockholder following the announcement or notification of certain extraordinary transactions involving the corporation and a person who had not been an interested stockholder during the previous three years or who became an interested stockholder with the approval of a majority of the corporation’s directors. The term “business combination” is defined generally to include mergers or consolidations between a Delaware corporation and an “interested stockholder,” transactions with an “interested stockholder” involving the assets or stock of the corporation or its majority-owned subsidiaries and transactions which increase an interested stockholder’s percentage ownership of stock. Except as specified in Section 203 of the DGCL, an “interested stockholder” is defined to include any person, other than the corporation and any direct or indirect majority-owned subsidiary, that is (x) the owner of 15% or more of the outstanding voting stock of the corporation, or is an affiliate or associate of the corporation and was the owner of 15% or more of the outstanding voting stock of the corporation, at any time within three years immediately prior to the relevant date or (y) the affiliates and associates of any such person.

     Under certain circumstances, Section 203 makes it more difficult for a person who would be an “interested stockholder” to effect various business combinations with a corporation for a three-year period. The provisions of Section 203 may encourage companies interested in acquiring Holdings to negotiate in advance with Holdings’ Board of Directors, because the stockholder approval requirement would be avoided if the Board of Directors approves either the business combination or the transaction which results in the stockholder becoming an interested stockholder. Such provisions also may have the effect of preventing changes in Holdings’ Board of Directors and may make it more difficult to accomplish transactions which stockholders may otherwise deem to be in their best interests.

Certificate of Incorporation; Bylaws

     The Certificate of Incorporation and the Bylaws contain certain provisions that could make more difficult the acquisition of Holdings by means of a tender offer, a proxy contest or otherwise.

     Classified Board. The Certificate of Incorporation provides that Holdings’ Board of Directors will be divided into three classes of directors, with the classes to be as nearly equal in number as possible. As a result, approximately one-third of the Board of Directors will be elected each year. The classification of directors will have the effect of making it more difficult for stockholders to change the composition of Holdings’ Board. The

38

Certificate of Incorporation provides that, subject to any rights of holders of Preferred Stock or Series Common Stock to elect additional directors under specified circumstances, the number of directors will be fixed in the manner provided in the Bylaws. The Certificate of Incorporation and the Bylaws provide that the number of directors will be fixed from time to time exclusively pursuant to a resolution adopted by the Board, but must consist of not less than three directors. In addition, the Certificate of Incorporation provides that, subject to any rights of holders of Preferred Stock, and unless the Board otherwise determines, any vacancies will be filled only by the affirmative vote of a majority of the remaining directors, though less than a quorum.

     Removal of Directors. Under the DGCL, unless otherwise provided in the Certificate of Incorporation, directors serving on a classified board may be removed by the stockholders only for cause. In addition, the Certificate of Incorporation and the Bylaws provide that directors may be removed only for cause and only upon the affirmative vote of holders of at least 75% of the voting power of all the then outstanding shares of stock entitled to vote generally in the election of directors (“Voting Stock”), voting together as a single class.

     Stockholder Action. The Certificate of Incorporation and the Bylaws provide that stockholder action can be taken only at an annual or special meeting of stockholders and may not be taken by written consent in lieu of a meeting. The Certificate of Incorporation and the Bylaws provide that special meetings of stockholders can be called only by Holdings’ Chief Executive Officer or pursuant to a resolution adopted by the Board. Stockholders are not permitted to call a special meeting or to require that the Board call a special meeting of stockholders. Moreover, the business permitted to be conducted at any special meeting of stockholders is limited to the business brought before the meeting pursuant to the notice of meeting given by Holdings.

     Advance Notice Procedures. The Bylaws establish an advance notice procedure for stockholders to make nominations of candidates for election as directors, or bring other business before an annual or special meeting of stockholders of Holdings (the “Stockholders Notice Procedure”). The Stockholders Notice Procedure provides that only persons who are nominated by, or at the direction of the Board of Directors, the Chairman of the Board, or by a stockholder who has given timely written notice to the Secretary of Holdings prior to the meeting at which directors are to be elected, will be eligible for election as directors of Holdings. The Stockholders Notice Procedure also provides that at an annual meeting only such business may be conducted as has been brought before the meeting pursuant to the notice of meeting delivered by Holdings or by, or at the direction of, the Chairman of the Board or by a stockholder who is entitled to vote at the meeting and who has given timely written notice to the Secretary of Holdings of such stockholder’s intention to bring such business before such meeting. Under the Stockholders Notice Procedure, for notice of stockholder nominations to be made at an annual meeting to be timely, such notice must be received by Holdings not less than 70 days nor more than 90 days prior to the first anniversary of the previous year’s annual meeting (or, if the date of the annual meeting is advanced by more than 20 days or delayed by more than 70 days from such anniversary date, not earlier than the 90th day prior to such meeting and not later than the later of (x) the 70th day prior to such meeting and (y) the 10th day after public announcement of the date of such meeting is first made). Notwithstanding the foregoing, in the event that the number of directors to be elected is increased and there is no public announcement naming all of the nominees for director or specifying the size of the increased Board of Directors made by Holdings at least 80 days prior to the first anniversary of the preceding year’s annual meeting, a stockholder’s notice will be timely, but only with respect to nominees for any new positions created by such increase, if it is received by Holdings not later than the 10th day after such public announcement is first made by Holdings. Under the Stockholders Notice Procedure, for notice of a stockholder nomination to be made at a special meeting at which directors are to be elected to be timely, such notice must be received by Holdings not earlier than the 90th day before such meeting and not later than the later of (x) the 70th day prior to such meeting and (y) the 10th day after the public announcement of the date of such meeting is first made. In addition, under the Stockholders Notice Procedure, a stockholder’s notice to Holdings proposing to nominate a person for election as a director or relating to the conduct of business other than the nomination of directors must contain certain specified information. If the Chairman of the Board or other officer presiding at a meeting determines that a person was not nominated, or other business was not brought before the meeting, in accordance with the Stockholders Notice Procedure, such person will not be eligible for election as a director, or such business will not be conducted at such meeting, as the case may be.

     Liability of Directors; Indemnification. The Certificate of Incorporation provides that a director will not be personally liable for monetary damages to Holdings or its stockholders for breach of fiduciary duty as a director, except to the extent such exemption from liability or limitation thereof is not permitted under the DGCL. The Certificate of Incorporation also provides that each current or former director, officer, employee or agent of Holdings, or each such person who is or was serving or who had agreed to serve at the request of Holdings as a

39

director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise (including the heirs, executors, administrators or estate of such person), will be indemnified by Holdings to the full extent permitted by the DGCL, as the same exists or may in the future be amended (but, in the case of any such amendment, only to the extent that such amendment permits Holdings to provide broader indemnification rights than said law permitted Holdings to provide prior to such amendment). The Certificate of Incorporation also specifically authorizes Holdings to enter into agreements with any person providing for indemnification greater or different than that provided by the Certificate of Incorporation.

     Amendment. The Certificate of Incorporation provides that the affirmative vote of the holders of at least 75% of the voting power of the outstanding shares of Voting Stock, voting together as a single class, is required to amend provisions of the Certificate of Incorporation relating to the prohibition of stockholder action without a meeting; the number, election and term of Holdings’ directors; and the removal of directors. The Certificate of Incorporation further provides that the Bylaws may be amended by the Board or by the affirmative vote of the holders of at least 75% of the outstanding shares of Voting Stock, voting together as a single class.

     The description set forth above is intended as a summary only and is qualified in its entirety by reference to the forms of the Certificate of Incorporation and the Bylaws, copies of which are being filed as exhibits to the Registration Statement of which this prospectus is a part.

Registrar and Transfer Agent

     The registrar and transfer agent for the Common Stock is Computershare Trust Co. of New York.

Listing

     Holdings’ Common Stock is listed on the New York Stock Exchange under the symbol “AXL.”

40

DESCRIPTION OF PREFERRED STOCK

     Under our certificate of incorporation, we are authorized to adopt resolutions providing for the issuance, in one or more series, of up to 10,000,000 shares of preferred stock, $.01 par value, with the powers, preferences and relative, participating, optional or other special rights and qualifications, limitations or restrictions thereof adopted by our Board of Directors or a duly authorized committee thereof.

     Because this section is a summary, it does not describe every aspect of our preferred stock. We urge you to read our certificate of incorporation and the certificate of designations creating your preferred stock because they, and not this description, define your rights as a holder of preferred stock. We have filed our certificate of incorporation and will file the certificate of designations with the SEC. See “Where You Can Find More Information” for information on how to obtain copies of these documents.

     The specific material terms of any preferred stock proposed to be sold under this prospectus and an attached prospectus supplement or term sheet will be described in the prospectus supplement or term sheet. If so indicated in the prospectus supplement or term sheet, the terms of the offered preferred stock may differ from the terms set forth below.

General

     Unless otherwise specified in the prospectus supplement or term sheet relating to the offered preferred stock, each series of preferred stock will rank on a parity as to dividends and distribution of assets upon liquidation and in all other respects with all other series of preferred stock. The preferred stock will, when issued, be fully paid and nonassessable and holders thereof will have no preemptive rights.

     You should read the prospectus supplement or term sheet for the material terms of the preferred stock offered thereby, including the following:

• The title and stated value of the preferred stock.

• The number of shares of the preferred stock offered, the liquidation preference per share and the offering price of the preferred stock.

• The dividend rate(s), period(s) and/or payment date(s) or method(s) of calculation thereof applicable to the preferred stock.

• The date from which dividends on the preferred stock will accumulate, if applicable.

• The liquidation rights of the preferred stock.

• The procedures for any auction and remarketing, if any, of the preferred stock.

• The sinking fund provisions, if applicable, for the preferred stock.

• The redemption provisions, if applicable, for the preferred stock.

• Whether the preferred stock will be convertible into or exchangeable for other securities and, if so, the terms and conditions of conversion or exchange, including the conversion price or exchange ratio and the conversion or exchange period (or the method of determining the same).

• Whether the preferred stock will have voting rights and the terms thereof, if any.

• Whether the preferred stock will be listed on any securities exchange.

• Whether the preferred stock will be issued with any other securities and, if so, the amount and terms of these other securities.

• Any other specific material terms, preferences or rights of, or limitations or restrictions on, the preferred stock.

     Subject to our certificate of incorporation and to any limitations contained in our outstanding preferred stock, we may issue additional series of preferred stock, at any time or from time to time, with the powers, preferences and relative, participating, optional or other special rights and qualifications, limitations or restrictions

41

thereof, as our Board of Directors or any duly authorized committee thereof may determine, all without further action of our stockholders, including holders of our then outstanding preferred stock.

     If applicable, the prospectus supplement or term sheet will also contain a discussion of the material United States federal income tax considerations relevant to the offering.

Dividends

     Holders of preferred stock will be entitled to receive cash dividends, when, as and if declared by our Board of Directors, out of our assets legally available for payment, at the rate and on the dates set forth in the prospectus supplement or term sheet. Each dividend will be payable to holders of record as they appear on our stock books on the record date fixed by our Board of Directors. Dividends, if cumulative, will be cumulative from and after the date set forth in the applicable prospectus supplement or term sheet.

     We may not:

• declare or pay dividends (except in our stock that is junior as to dividends and liquidation rights to the preferred stock (“junior stock”)) or make any other distributions on junior stock, or

• purchase, redeem or otherwise acquire junior stock or set aside funds for that purpose (except in a reclassification or exchange of junior stock through the issuance of other junior stock or with the proceeds of a reasonably contemporaneous sale of junior stock),

     if there are arrearages in dividends or failure in the payment of our sinking fund or redemption obligations on any of our preferred stock and, in the case of the first bullet point above, if dividends in full for the current quarterly dividend period have not been paid or declared on any of our preferred stock.

     Dividends in full may not be declared or paid or set apart for payment on any series of preferred stock unless:

• there are no arrearages in dividends for any past dividend periods on any series of preferred stock, and

• to the extent that the dividends are cumulative, dividends in full for the current dividend period have been declared or paid on all preferred stock.

     Any dividends declared or paid when dividends are not so declared, paid or set apart in full will be shared ratably by the holders of all series of preferred stock in proportion to the respective arrearages and undeclared and unpaid current cumulative dividends. No interest, or sum of money in lieu of interest, will be payable in respect of any dividend payment or payments that may be in arrears.

Conversion and Exchange

     If the preferred stock will be convertible into or exchangeable for common stock or other securities, the prospectus supplement or term sheet will set forth the terms and conditions of that conversion or exchange, including the conversion price or exchange ratio (or the method of calculating the same), the conversion or exchange period (or the method of determining the same), whether conversion or exchange will be mandatory or at the option of the holder or us, the events requiring an adjustment of the conversion price or the exchange ratio and provisions affecting conversion or exchange in the event of the redemption of that preferred stock. These terms may also include provisions under which the number of shares of common stock or the number or amount of other securities to be received by the holders of that preferred stock upon conversion or exchange would be calculated according to the market price of the common stock or those other securities as of a time stated in the prospectus supplement or term sheet.

Liquidation Rights

     In the event of our voluntary or involuntary liquidation, dissolution or winding up, the holders of each series of the preferred stock will be entitled to receive out of our assets that are available for distribution to stockholders, before any distribution of assets is made to holders of any junior stock, liquidating distributions in the amount set forth in the applicable prospectus supplement or term sheet plus all accrued and unpaid dividends. If, upon our voluntary or involuntary liquidation, dissolution or winding up, the amounts payable with respect to the preferred stock are not paid in full, the holders of preferred stock of each series will share ratably in the distribution of our assets in proportion to the full respective preferential amounts to which they are entitled. After payment of the full amount of the liquidating distribution to which they are entitled, the holders of the preferred stock will not be

42

entitled to any further participation in any distribution of our assets. Our consolidation or merger with or into any other corporation or corporations or a sale of all or substantially all of our assets will not be deemed to be a liquidation, dissolution or winding up of us for purposes of these provisions.

Redemption

     If so provided in the prospectus supplement or term sheet, the offered preferred stock may be redeemable in whole or in part at our option at the times and at the redemption prices set forth therein.

     If dividends on any series of preferred stock are in arrears or we have failed to fulfill our sinking fund or redemption obligations with respect to any series of preferred stock, we may not purchase or redeem shares of preferred stock or any other capital stock ranking on a parity with or junior to the preferred stock as to dividends or upon liquidation, nor permit any subsidiary to do so, without in either case the consent of the holders of at least two-thirds of each series of preferred stock then outstanding; provided, however, that:

• to meet our purchase, retirement or sinking fund obligations with respect to any series of preferred stock, we may use shares of that preferred stock acquired prior to the arrearages or failure of payment and then held as treasury stock, and

• we may complete the purchase or redemption of shares of preferred stock for which a contract was entered into for any purchase, retirement or sinking fund purposes prior to the arrearages or failure of payment.

Voting Rights

     Except as indicated below or in the prospectus supplement or term sheet, or except as expressly required by applicable law, the holders of the preferred stock will not be entitled to vote. As used herein, the term “applicable preferred stock” means those series of preferred stock to which the provisions described herein are expressly made applicable by resolutions of our Board of Directors.

     If the equivalent of six quarterly dividends payable on any shares of any series of applicable preferred stock are in default (whether or not the dividends have been declared or the defaulted dividends are consecutive), the number of our directors will be increased by two and the holders of all outstanding series of applicable preferred stock, voting as a single class without regard to series, will be entitled to elect the two additional directors until four consecutive quarterly dividends are paid or declared and set apart for payment, if the shares are cumulative, or until all arrearages in dividends and dividends in full for the current quarterly period are paid or declared and set apart for payment, if the shares are non-cumulative, whereupon all voting rights described herein will be divested from the applicable preferred stock. The holders of applicable preferred stock may exercise their special class voting rights at meetings of the stockholders for the election of directors or at special meetings for the purpose of electing directors, in either case at which the holders of not less than one-third of the aggregate number of shares of applicable preferred stock are present in person or by proxy.

     The affirmative vote of the holders of at least two-thirds of the outstanding shares of any series of preferred stock will be required:

• for any amendment of our certificate of incorporation (or the related certificate of designations) that will adversely affect the powers, preferences or rights of the holders of the preferred stock of that series, or

• to create any class of stock (or increase the authorized number of shares of any class of stock) that will have preference as to dividends or upon liquidation over the preferred stock of that series or create any stock or other security convertible into or exchangeable for or evidencing the right to purchase any stock of that class.

     In addition, the affirmative vote of the holders of a majority of all the shares of our preferred stock then outstanding will be required to increase the authorized amount of our preferred stock.

43

SPECIAL PROVISIONS RELATING TO FOREIGN CURRENCY NOTES

General

     Unless otherwise indicated in the applicable prospectus supplement or term sheet, the Notes will be denominated in U.S. dollars, payments of principal of, premium, if any, and interest on the Notes will be made in U.S. dollars and payment of the purchase price of the Notes must be made in immediately available funds. If any of the Notes (“Foreign Currency Notes”) are to be denominated or payable in a currency (a “specified currency”) other than U.S. dollars, the following provisions will apply in addition to, and to the extent inconsistent therewith will replace, the description of general terms and provisions of Notes set forth in the accompanying prospectus and elsewhere in this prospectus.

     A prospectus supplement or term sheet with respect to any Foreign Currency Note (which may include information with respect to applicable current foreign exchange controls) is a part of this prospectus and prospectus supplement or term sheet. Any information concerning exchange rates is furnished as a matter of information only and should not be regarded as indicative of the range of or trends in fluctuations in currency exchange rates that may occur in the future.

Currencies

     We may offer Foreign Currency Notes denominated and/or payable in a specified currency or specified currencies. Unless otherwise indicated in the applicable prospectus supplement or term sheet, purchasers are required to pay for Foreign Currency Notes in the specified currency. At the present time, there are limited facilities in the United States for conversion of U.S. dollars into specified currencies and vice versa, and banks may elect not to offer non-U.S. dollar checking or savings account facilities in the United States. However, if requested on or prior to the fifth Business Day preceding the date of delivery of the Foreign Currency Notes, or by such other day as determined by the agent who presents such offer to purchase Foreign Currency Notes to us, such agent may be prepared to arrange for the conversion of U.S. dollars into the specified currency set forth in the applicable prospectus supplement or term sheet to enable the purchasers to pay for the Foreign Currency Notes. Each such conversion will be made by the agents on such terms and subject to such conditions, limitations and charges as the agents may from time to time establish in accordance with their regular foreign exchange practices. All costs of exchange will be borne by the purchasers of the Foreign Currency Notes.

     Information about the specified currency in which a particular Foreign Currency Note is denominated and/or payable, including historical exchange rates and a description of the currency and any exchange controls, will be set forth in the applicable prospectus supplement or term sheet.

Payment of Principal and Interest

     The principal of, premium, if any, and interest on Foreign Currency Notes is payable by us in the specified currency. Currently, banks do not generally offer non-U.S. dollar-denominated account facilities in their offices in the United States, although they are permitted to do so. Accordingly, a holder of Foreign Currency Notes will be paid in U.S. dollars converted from the specified currency unless the holder is entitled to elect, and does elect, to be paid in the specified currency, or as otherwise specified in the applicable prospectus supplement or term sheet.

     Any U.S. dollar amount to be received by a holder of a Foreign Currency Note will be based on the highest bid quotation in The City of New York received by an agent for us specified in the applicable prospectus supplement or term sheet (the “Exchange Rate Agent”) at approximately 11:00 A.M., New York City time, on the second Business Day preceding the applicable payment date from three recognized foreign exchange dealers (one of whom may be the Exchange Rate Agent) selected by the Exchange Rate Agent and approved by us for the purchase by the quoting dealer of the specified currency for U.S. dollars for settlement on the payment date in the aggregate amount of the specified currency payable to all holders of Foreign Currency Notes scheduled to receive U.S. dollar payments and at which the applicable dealer commits to execute a contract. If three bid quotations are not available, payments will be made in the specified currency. All currency exchange costs will be borne by the holder of the Foreign Currency Note by deductions from such payments.

     Unless otherwise indicated in the applicable prospectus supplement or term sheet, a holder of Foreign Currency Notes may elect to receive payment of the principal of, and premium, if any, and interest on the Foreign Currency Notes in the specified currency by transmitting a written request for such payment to the corporate trust

44

office of the Trustee in The City of New York on or prior to the regular record date or at least fifteen calendar days prior to Maturity Date, as the case may be. This request may be in writing (mailed or hand delivered) or sent by cable, telex or other form of facsimile transmission. A holder of a Foreign Currency Note may elect to receive payment in the specified currency for all principal, premium, if any, and interest payments and need not file a separate election for each payment. This election will remain in effect until revoked by written notice to the Trustee, but written notice of any revocation must be received by the Trustee on or prior to the regular record date or at least fifteen calendar days prior to the Maturity Date, as the case may be. Holders of Foreign Currency Notes whose Notes are to be held in the name of a broker or nominee should contact their brokers or nominees to determine whether and how an election to receive payments in the specified currency may be made.

     Unless otherwise specified in the applicable prospectus supplement or term sheet, if the specified currency is other than U.S. dollars, a beneficial owner of the related global security who elects to receive payments of principal, premium, if any, and/or interest, if any, in the specified currency must notify its participant through which it owns its beneficial interest on or prior to the applicable record date or at least fifteen calendar days prior to the Maturity Date, as the case may be, of such beneficial owner’s election. The participant must notify the depositary of such election on or prior to the third Business Day after such record date or at least 12 calendar days prior to the Maturity Date, as the case may be, and the depositary will notify the Trustee of such election on or prior to the fifth Business Day after such record date or at least ten calendar days prior to the Maturity Date, as the case may be. If complete instructions are received by the participant from the beneficial owner and forwarded by the participant to the depositary, and by the depositary to the Trustee, on or prior to such dates, then the beneficial owner will receive payments in the specified currency. See “Description of Debt Securities—Global Securities” in the accompanying prospectus.

     Principal and interest on Foreign Currency Notes paid in U.S. dollars will be paid in the manner specified in the accompanying prospectus supplement or term sheet and this prospectus with respect to Notes denominated in U.S. dollars. Interest on Foreign Currency Notes paid in the specified currency will be paid by check mailed on an Interest Payment Date other than a Maturity Date to the persons entitled thereto to the addresses of such holders as they appear in the security register or, at our option, by wire transfer to a bank account maintained by the holder in the country of the specified currency. The principal of, premium, if any, and interest on Foreign Currency Notes, together with interest accrued and unpaid thereon, due on the Maturity Date will be paid, in the specified currency in immediately available funds upon surrender of such Notes at the corporate trust office of the Trustee in The City of New York, or, at our option, by wire transfer to such bank account of immediately available funds to an account with a bank designated at least 15 calendar days prior to the Maturity Date by the applicable registered holder, provided the particular bank has appropriate facilities to make these payments and the particular Foreign Currency Note is presented and surrendered at the office or agency maintained by us for this purpose in the Borough of Manhattan, The City of New York, in time for the Trustee to make these payments in accordance with its normal procedures.

Payment Currency

     If a specified currency is not available for the payment of principal, premium or interest with respect to a Foreign Currency Note due to the imposition of exchange controls or other circumstances beyond our control, we will be entitled to satisfy our obligations to holders of Foreign Currency Notes by making such payment in U.S. dollars on the basis of the noon buying rate in The City of New York for cable transfers of the specified currency as certified for customs purposes (or, if not so certified, as otherwise determined) by the Federal Reserve Bank of New York (the “Market Exchange Rate”) as computed by the Exchange Rate Agent on the second Business Day prior to such payment or, if not then available, on the basis of the most recently available Market Exchange Rate or as otherwise indicated in an applicable prospectus supplement or term sheet. Any payment made under these circumstances in U.S. dollars where the required payment is in a specified currency will not constitute a default under the indenture with respect to the Notes.

     All determinations referred to above made by the Exchange Rate Agent will be at its sole discretion and will, in the absence of manifest error, be conclusive for all purposes and binding on the holders of the Foreign Currency Notes.

     AS INDICATED ABOVE, AN INVESTMENT IN FOREIGN CURRENCY NOTES OR CURRENCY INDEXED NOTES INVOLVES SUBSTANTIAL RISKS, AND THE EXTENT AND NATURE OF SUCH RISKS CHANGE CONTINUOUSLY. AS WITH ANY INVESTMENT IN A SECURITY,

45

PROSPECTIVE PURCHASERS SHOULD CONSULT THEIR OWN FINANCIAL AND LEGAL ADVISORS AS TO THE RISKS ENTAILED IN AN INVESTMENT IN FOREIGN CURRENCY NOTES OR CURRENCY INDEXED NOTES. SUCH NOTES ARE NOT AN APPROPRIATE INVESTMENT FOR PROSPECTIVE PURCHASERS WHO ARE UNSOPHISTICATED WITH RESPECT TO FOREIGN CURRENCY MATTERS.

46

SELLING SECURITY HOLDERS

     Holdings initially issued warrants for the shares of common stock of Holdings to GM pursuant to the Warrant Agreement. We are registering the common stock warrants and the underlying warrant shares pursuant to registration rights granted in connection with the initial grant of the warrants.

     We are registering 4,093,729 common stock warrants and the 4,093,729 underlying warrant shares on behalf of the selling stockholders. The common stock warrants may only be transferred by the selling stockholders to an affiliate of the selling stockholders or to an institutional “accredited investor” as defined under the Securities Act of 1933, as amended or pursuant to this prospectus.

     No offer or sale under this prospectus may be made by a holder of our common stock until that holder has notified us and, if required, we have filed a supplement to this prospectus or an amendment to the registration statement of which this prospectus is a part has become effective. We will supplement or amend this prospectus to include additional selling stockholders upon request and upon provision of all required information to us. We will provide to each named selling stockholder copies of this prospectus and any applicable prospectus supplement and will take certain other actions as are required to permit unrestricted resales of the shares of common stock offered hereby. A holder that sells shares by means of this prospectus will be subject to certain of the civil liability provisions under the Securities Act of 1933 in connection with such sales and will be bound by the provisions of the registration rights provisions of the warrant agreement that are applicable to such a holder (including certain indemnification rights and obligations).

     The selling stockholders may offer and sell any or all of their common stock warrants and warrant shares at any time and from time to time. Because the selling stockholders may offer all or only some portion or none of their common stock warrants and warrant shares, we cannot estimate the amount or percentage of common stock that the selling stockholders will hold upon termination of the offering.

     The selling stockholder has not held any position, office or other material relationship with us or our affiliates during the past three years other than as disclosed in this prospectus or in the documents incorporated by reference.

47

PLAN OF DISTRIBUTION

     We and/or a selling security holder may sell the offered securities:

• through agents;

• to or through underwriters; or

• directly to other purchasers.

     Any underwriters or agents will be identified and their discounts, commissions and other items constituting underwriters’ compensation and any securities exchanges on which the securities are listed will be described in the applicable prospectus supplement or term sheet.

     We and/or a selling security holder (directly or through agents) may sell, and the underwriters may resell, the offered securities in one or more transactions, including negotiated transactions, at a fixed public offering price or prices, which may be changed, or at market prices prevailing at the time of sale, at prices related to prevailing market prices or at negotiated prices.

     In order to facilitate the offering of the debt securities, the underwriters or agents may engage in transactions that stabilize, maintain or otherwise affect the price of the debt securities and our common stock. These transactions may include short sales, stabilizing transactions and purchases to cover positions created by short sales. Short sales involve the sale by the underwriters or agents of a greater number of debt securities than they are required to purchase in the offering. “Covered” short sales are sales made in an amount not greater than the underwriters’ or agents’ option to purchase additional debt securities from us in the offering. The underwriters or agents may close out any covered short position by either exercising the option to purchase additional debt securities or purchasing debt securities in the open market. In determining the source of debt securities to close out the covered short position, the underwriters or agents will consider, among other things, the price of debt securities available for purchase in the open market as compared to the price at which they may purchase debt securities through the option. “Naked” short sales are sales in excess of the option. The underwriters or agents must close out any naked short position by purchasing debt securities in open market. A naked short position is more likely to be created if the underwriters or agents are concerned that there may be a downward pressure on the price of the debt securities in the open market after pricing that could adversely affect investors who purchase in the offering. Stabilizing transactions consist of certain bids for or purchases of the debt securities made by the underwriters or agents in the open market prior to the completion of the offering. Any of these activities may stabilize or maintain the market price of the debt securities above independent market levels. The underwriters or agents are not required to engage in these activities, and may end any of these activities at any time.

     In connection with the sale of offered securities, the underwriters or agents may receive compensation from us, from selling security holders or from purchasers of the offered securities for whom they may act as agents. The underwriters may sell offered securities to or through dealers, who may also receive compensation from purchasers of the offered securities for whom they may act as agents. Compensation may be in the form of discounts, concessions or commissions. Underwriters, dealers and agents that participate in the distribution of the offered securities may be underwriters as defined in the Act, and any discounts or commissions received by them from us and any profit on the resale of the offered securities by them may be treated as underwriting discounts and commissions under the Act.

     We and/or a selling security holder will indemnify the underwriters and agents against certain civil liabilities, including liabilities under the Act, or contribute to payments they may be required to make in respect of such liabilities.

     Underwriters, dealers and agents may engage in transactions with, or perform services for, us or our affiliates in the ordinary course of their businesses.

     If so indicated in the prospectus supplement or term sheet relating to a particular series or issue of offered securities, we will authorize underwriters, dealers or agents to solicit offers by certain institutions to purchase the offered securities from us under delayed delivery contracts providing for payment and delivery at a future date. These contracts will be subject only to those conditions set forth in the prospectus supplement or term sheet, and the prospectus supplement or term sheet will set forth the commission payable for solicitation of these contracts.

48

LEGAL MATTERS

     The validity of the securities will be passed upon for us by Shearman & Sterling LLP, 599 Lexington Avenue, New York, New York 10022.

EXPERTS

      The financial statements, and the related financial statement schedule, incorporated in this prospectus by reference from the Company’s Annual Report on Form 10-K for the year ended December 31, 2008, and the effectiveness of the Company’s internal control over financial reporting have been audited by Deloitte & Touche LLP, an independent registered public accounting firm, as stated in their reports (which reports (1) express an unqualified opinion on the financial statements and financial statement schedule and includes explanatory paragraphs relating to: uncertainties which raise substantial doubt about the Company’s ability to continue as a going concern; the adoption on December 31, 2006 of the balance sheet provisions of SFAS No. 158, Employers’ Accounting for Defined Benefit Provision and Other Postretirement Plans; the adoption on January 1, 2007 of the measurement date provisions of SFAS No. 158 and FASB Interpretation No. 48, Accounting for Uncertainty in Income Taxes; the change on January 1, 2008 to a preferred method for costing U.S. inventories from the last-in, first-out (LIFO) method to the first-in, first-out (FIFO) method; and the change during the year ended December 31, 2008 to a preferred method of balance sheet accounting related to cost sharing provisions associated with the Company’s other post retirement benefit obligations, and (2) express an unqualified opinion on the effectiveness of internal control over financial reporting), which are incorporated herein by reference. Such financial statements and financial statement schedule have been so incorporated in reliance upon the reports of such firm given upon their authority as experts in accounting and auditing.

49

AMERICAN AXLE & MANUFACTURING, INC.

AMERICAN AXLE & MANUFACTURING HOLDINGS, INC.

Debt Securities
Guarantees
Warrants to Purchase Debt Securities
Warrants to Purchase Common Stock
Common Stock
Preferred Stock

PROSPECTUS

_________ _________ _________

EXHIBIT A

Date:                   

Term Sheet

To Prospectus dated

, 2009

Original Issue Date:

Maturity Date:

Principal Amount:

Interest Rate:

          Fixed o

          Floating o

          Interest Rate Basis:

          Index Maturity:

          Spread:

          Initial Interest Determination Date:

          Interest Determination Dates:

          Interest Reset Dates:

Day Count Convention:

Interest Payments Dates:

Record Dates if different:

Redemption Provisions:

          Treasury Makewhole Spread:

          Redemption Dates:

Plan of Distribution:

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 14. Other Expenses of Issuance and Distribution.

     The following table sets forth the expenses in connection with the issuance and distribution of the securities being registered, other than underwriting discounts and commissions. All of the amounts shown are estimates, except the SEC registration fee.

SEC registration fee	$	28,530
Printing and engraving		25,000
Legal fees and expenses		100,000
Accounting fees		10,000
Trustees fees		5,000
Total	$	168,530

Item 15. Indemnification of Directors and Officers.

     Section 145 of the General Corporation Law of Delaware authorizes the Registrant to indemnify its directors and officers under specified circumstances. Article Twelfth of the Certificate of Incorporation of the Registrant provides in effect that the Registrant shall provide certain indemnification of its directors and officers.

     Section 145 of the General Corporation Law of Delaware also authorizes the Registrant to indemnify persons who serve as directors or officers of the Registrant at the request of the Registrant under specified circumstances. Article Sixth of the Restated Certificate of Incorporation of the Registrant provides in effect that the Registrant shall provide certain indemnification to such persons under certain circumstances.

     The directors and officers of the Registrant are insured, under policies of insurance maintained by the Registrant, within the limits and subject to the limitations of the policies, against certain expenses in connection with the defense of actions, suits or proceedings, to which they are parties by reason of being or having been such directors or officers.

     The underwriting agreement basic provisions will provide for indemnification of directors, officers who sign the Registration Statement and controlling persons of the Registrant by the underwriters, and for indemnification of each underwriter and its controlling persons by the Registrant, against certain liabilities. Similar provisions are contained in agreements entered into between the Registrant and groups of underwriters on past occasions.

Item 16. List of Exhibits.

     The exhibits to this Registration Statement are listed in the exhibit index, which appears elsewhere herein and is incorporated herein by reference.

Item 17. Undertakings.

     (a) The undersigned Registrant hereby undertakes:

     (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:

II-1

     (i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;

     (ii) To reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) under the Securities Act of 1933 if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective Registration Statement; and

     (iii) To include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement.

provided, however, that clauses (i), (ii) and (iii) do not apply if the information required to be included in a post-effective amendment by those clauses is contained in reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the Registration Statement, or is contained in a form of prospectus filed pursuant to Rule 424(b) that is part of the Registration Statement.

     (2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

     (3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

     (4) That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser:

     (i) Each prospectus filed by the Registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the Registration Statement as of the date the filed prospectus was deemed part of and included in the Registration Statement; and

     (ii) Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii), or (x) for the purpose of providing the information required by Section 10(a) of the Securities Act of 1933 shall be deemed to be part of and included in the Registration Statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the Registration Statement relating to the securities in the Registration Statement to which the prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof; provided, however, that no statement made in a registration statement or prospectus that is part of the Registration Statement or made in a document incorporated or deemed incorporated by reference into the Registration Statement or prospectus that is part of the Registration Statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the Registration Statement or made in any such document immediately prior to such effective date.

II-2

     (5) That, for the purpose of determining liability of the Registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities, the undersigned Registrant undertakes that in a primary offering of securities of the undersigned Registrant pursuant to this Registration Statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned Registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

     (i) Any preliminary prospectus or prospectus of the undersigned Registrant relating to the offering required to be filed pursuant to Rule 424;

     (ii) Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned Registrant or used or referred to by the undersigned Registrant;

     (iii) The portion of any other free writing prospectus relating to the offering containing material information about the undersigned Registrant or its securities provided or on behalf of the undersigned Registrant; and

     (iv) Any other communication that is an offer in the offering made by the undersigned Registrant to the purchaser.

     (b) The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and where applicable, each filing of an employee benefit plan’s annual report pursuant to section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

     (c) The undersigned Registrant hereby undertakes to deliver or cause to be delivered with the prospectus, to each person to whom the prospectus is sent or given, the latest annual report to security holders that is incorporated by reference in the prospectus and furnished pursuant to and meeting the requirements of Rule 14a-3 or Rule 14c-3 under the Securities Exchange Act of 1934; and, where interim financial information required to be presented by Article 3 of Regulation S-X are not set forth in the prospectus, to deliver, or cause to be delivered to each person to whom the prospectus is sent or given, the latest quarterly report that is specifically incorporated by reference in the prospectus to provide such interim financial information.

     (d) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or

II-3

paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act of 1933 and will be governed by the final adjudication of such issue.

     (e) The undersigned Registrant hereby undertakes to file an application for the purpose of determining the eligibility of the Trustee to act under subsection (a) of Section 310 of the Trust Indenture Act of 1939, as amended, in accordance with the rules and regulations prescribed by the Securities and Exchange Commission under Section 305(b)(2) of the Trust Indenture Act of 1939, as amended.

II-4

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Detroit, State of Michigan, on October 16, 2009.

AMERICAN AXLE & MANUFACTURING HOLDINGS, INC
By:	/s/ MICHAEL K. SIMONTE
	Michael K. Simonte
	Executive Vice President – Finance & Chief Financial Officer

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Each person whose signature appears below hereby constitutes and appoints Patrick S. Lancaster and Michael K. Simonte his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacitates, to sign any and all amendments (including post-effective amendments) and supplements to this Registration Statement, and to file the same, with all exhibits thereto, and other document in connection therewith, with the Securities and Exchange Commission, and hereby grants to such attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his or her substitute, may lawfully do or cause to be done by virtue hereof.

Signature	Title	Date
/s/ RICHARD E. DAUCH Richard E. Dauch	Co-Founder, Chairman of the Board & Chief Executive Officer/Director (principal executive officer)	October 16, 2009
/s/ MICHAEL K. SIMONTE Michael K. Simonte	Executive Vice President — Finance & Chief Financial Officer	October 16, 2009
/s/ DAVID C. DAUCH David C. Dauch	Director	October 16, 2009
/s/ FOREST J. FARMER Forest J. Farmer	Director	October 16, 2009
/s/ RICHARD C. LAPPIN Richard C. Lappin	Director	October 16, 2009
/s/ WILLIAM F. MILLER II William F. Miller II	Director	October 16, 2009

II-5

Signature	Title	Date
/s/ LARRY K. SWITZER Larry K. Switzer	Director	October 16, 2009
/s/ THOMAS K. WALKER Thomas K. Walker	Director	October 16, 2009
/s/ DR. HENRY T. YANG Dr. Henry T. Yang	Director	October 16, 2009

II-6

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Detroit, State of Michigan, on October 16, 2009.

AMERICAN AXLE & MANUFACTURING, INC.
By:	/s/ MICHAEL K. SIMONTE
	Michael K. Simonte
	Executive Vice President – Finance & Chief Financial Officer

     Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

      Each person whose signature appears below hereby constitutes and appoints Patrick S. Lancaster and Michael K. Simonte his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacitates, to sign any and all amendments (including post-effective amendments) and supplements to this Registration Statement, and to file the same, with all exhibits thereto, and other document in connection therewith, with the Securities and Exchange Commission, and hereby grants to such attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his or her substitute, may lawfully do or cause to be done by virtue hereof.

Signature	Title	Date
/s/ RICHARD E. DAUCH Richard E. Dauch	Co-Founder, Chairman of the Board & Chief Executive Officer/Director (principal executive officer)	October 16, 2009
/s/ MICHAEL K. SIMONTE Michael K. Simonte	Executive Vice President — Finance & Chief Financial Officer	October 16, 2009
/s/ FOREST J. FARMER Forest J. Farmer	Director	October 16, 2009
/s/ RICHARD C. LAPPIN Richard C. Lappin	Director	October 16, 2009
/s/ THOMAS K. WALKER Thomas K. Walker	Director	October 16, 2009

II-7

EXHIBIT INDEX

Exhibit
*	1.1	Form of Debt Securities Underwriting Agreement – Basic Provisions
*	1.2	Form of Equity Securities Underwriting Agreement
+	3.1	Amended and Restated Certificate of Incorporation of American Axle & Manufacturing Holdings, Inc. (Incorporated by reference to Exhibit 3.01 filed with American Axle & Manufacturing Holdings, Inc. Registration on Form S-1 (Registration No. 333-53491))
+	3.2	Bylaws of American Axle & Manufacturing Holdings, Inc. (Incorporated by reference to Exhibit 3.02 filed with American Axle & Manufacturing Holdings, Inc. Registration Statement on Form S-1 (Registration No. 333-53491))
+	4.1	Specimen Certificate for shares of American Axle & Manufacturing Holdings, Inc.’s Common Stock (Incorporated by reference to Exhibit 4.01 filed with American Axle & Manufacturing Holdings, Inc. Registration Statement on Form S-1 (Registration No. 333-53491))
*	4.2	Form of Certificate of Designations of Preferred Stock
	4.3	Form of Debt Securities Indenture
*	4.4	Form of Debt Securities
*	4.5	Form of Warrant Agreement (including Form of Warrant)
+	4.6	5.25% Senior Notes due 2014, Indenture, dated as of February 11, 2004, among American Axle & Manufacturing, Inc., as issuer, American Axle & Manufacturing Holdings, Inc., as guarantor, and BNY Midwest Trust Company, as trustee (Incorporated by reference to Exhibit 4.02 filed with American Axle & Manufacturing Holdings, Inc. Form 10-K for the year ended December 31, 2003)
+	4.7	Senior Convertible Notes due 2024, Indenture, dated as of February 11, 2004, among American Axle & Manufacturing Holdings, Inc., as issuer, American Axle & Manufacturing, Inc., as guarantor, and BNY Midwest Trust Company, as trustee (Incorporated by reference to Exhibit 4.03 filed with American Axle & Manufacturing Holdings, Inc. Form 10-K for the year ended December 31, 2003)
+	4.8	7.875% Senior Notes due 2017, Indenture, dated as of February 27, 2007, between American Axle & Manufacturing, Inc., as issuer, American Axle & Manufacturing Holdings, Inc., as guarantor, and Bank of New York Trust Company, N.A., as trustee. (Incorporated by reference to Exhibit 4.04 filed with American Axle & Manufacturing Holdings, Inc. Form 10-K for the year ended December 31, 2007)
**	4.9	Warrant Agreement dated as of September 16, 2009, by and among American Axle & Manufacturing, Inc. and General Motors Company.
**	5.1	Opinion of Shearman & Sterling LLP as to legality of the Securities
**	12.1	Statement of computation of ratios of earnings to fixed charges of American Axle & Manufacturing Holdings, Inc.
	23.1	Consent of Deloitte & Touche LLP, independent registered public accounting firm
**	23.2	Consent of Shearman & Sterling LLP (included in Exhibit 5.1)
	24.1	Power of Attorney (included in signature pages)
	25.1	Form T-1 Statement of Eligibility under the Trust Indenture Act of 1939 of The Bank of New York Trust Company, N.A., as Trustee for the Debt Securities

*	To be filed as an exhibit to a Current Report on Form 8-K in connection with a specific offering.
**	To be filed by amendment.
+	Incorporated by reference.

II-8

EX-4.3

                                                                     EXHIBIT 4.3

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

                                    INDENTURE

                                      AMONG

                      AMERICAN AXLE & MANUFACTURING, INC.,
                                    AS ISSUER

                  AMERICAN AXLE & MANUFACTURING HOLDINGS, INC.,
                                  AS GUARANTOR

                                       AND

                THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.,
                                   AS TRUSTEE

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

                                 Dated as of [   ]

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

             Providing for the Issuance of Debt Securities in Series

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



                       AMERICAN AXLE & MANUFACTURING, INC.


               Reconciliation and tie between Trust Indenture Act
                     of 1939 and Indenture, dated as of [ ]



 TRUST INDENTURE
   ACT SECTION                                                                    INDENTURE SECTION
- ----------------                                                                 -------------------
                                                                              
Sec. 310(a)(1)................................................................   607
        (a)(2)................................................................   607
        (b)...................................................................   608
Sec. 312(c)...................................................................   701
Sec. 314(a)...................................................................   703
        (a)(4)................................................................   1004
        (c)(1)................................................................   102
        (c)(2)................................................................   102
        (e)...................................................................   102
Sec. 315(b)...................................................................   601
Sec. 316(a)(last sentence)....................................................   101 ("Outstanding")
        (a)(1)(A).............................................................   502, 512
        (a)(1)(B).............................................................   513
        (b)...................................................................   508
        (c)...................................................................   104(c)
Sec. 317(a)(1)................................................................   503
        (a)(2)................................................................   504
        (b)...................................................................   1003
Sec. 318(a)...................................................................   111


- ----------
Note:  This reconciliation and tie shall not, for any purpose, be deemed to be a
       part of the Indenture.



                                TABLE OF CONTENTS



                                                                                                                            Page
                                                                                                                         
PARTIES..........................................................................................................            1
RECITALS OF THE COMPANY..........................................................................................            1

                                                            ARTICLE ONE

                                      DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

SECTION 101. Definitions.........................................................................................            1
SECTION 102. Compliance Certificates and Opinions................................................................           12
SECTION 103. Form of Documents Delivered to Trustee..............................................................           13
SECTION 104. Acts of Holders.....................................................................................           13
SECTION 105. Notices, etc. to Trustee, Company or the Guarantor..................................................           15
SECTION 106. Notice to Holders; Waiver...........................................................................           15
SECTION 107. Effect of Headings and Table of Contents............................................................           16
SECTION 108. Successors and Assigns..............................................................................           17
SECTION 109. Separability Clause.................................................................................           17
SECTION 110. Benefits of Indenture...............................................................................           17
SECTION 111. Governing Law.......................................................................................           17
SECTION 112. Legal Holidays......................................................................................           17
SECTION 113. No Recourse.........................................................................................           17
SECTION 114. Incorporation by Reference of Trust Indenture Act...................................................           18
SECTION 115. Rules of Construction...............................................................................           18

                                                            ARTICLE TWO

                                                           SECURITY FORMS

SECTION 201. Forms Generally.....................................................................................           18
SECTION 202. Form of Trustee's Certificate of Authentication.....................................................           19
SECTION 203. Securities Issuable in Global Form..................................................................           19

                                                           ARTICLE THREE

                                                           THE SECURITIES

SECTION 301. Amount Unlimited; Issuable in Series................................................................           20
SECTION 302. Denominations.......................................................................................           24
SECTION 303. Execution, Authentication, Delivery and Dating......................................................           24
SECTION 304. Temporary Securities................................................................................           27
SECTION 305. Registration, Registration of Transfer and Exchange.................................................           29


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

                                       i



                                                                                                                         
SECTION 306. Mutilated, Destroyed, Lost and Stolen Securities....................................................           33
SECTION 307. Payment of Interest; Interest Rights Preserved; Optional Interest Reset.............................           34
SECTION 308. Optional Extension of Maturity......................................................................           36
SECTION 309. Persons Deemed Owners...............................................................................           37
SECTION 310. Cancellation........................................................................................           38
SECTION 311. Computation of Interest.............................................................................           39
SECTION 312. Currency and Manner of Payments in Respect of Securities............................................           39
SECTION 313. Appointment and Resignation of Successor Exchange Rate Agent........................................           42

                                                            ARTICLE FOUR

                                                     SATISFACTION AND DISCHARGE

SECTION 401. Satisfaction and Discharge of Indenture.............................................................           43
SECTION 402. Application of Trust Money..........................................................................           44

                                                            ARTICLE FIVE

                                                              REMEDIES

SECTION 501. Events of Default...................................................................................           44
SECTION 502. Acceleration of Maturity; Rescission and Annulment..................................................           46
SECTION 503. Collection of Indebtedness and Suits for Enforcement by Trustee.....................................           47
SECTION 504. Trustee May File Proofs of Claim....................................................................           48
SECTION 505. Trustee May Enforce Claims Without Possession of Securities.........................................           48
SECTION 506. Application of Money Collected......................................................................           49
SECTION 507. Limitation on Suits.................................................................................           49
SECTION 508. Unconditional Right of Holders to Receive Principal, Premium and Interest...........................           50
SECTION 509. Restoration of Rights and Remedies..................................................................           50
SECTION 510. Rights and Remedies Cumulative......................................................................           50
SECTION 511. Delay or Omission Not Waiver........................................................................           50
SECTION 512. Control by Holders..................................................................................           51
SECTION 513. Waiver of Past Defaults.............................................................................           51
SECTION 514. Undertaking for Costs...............................................................................           52
SECTION 515. Waiver of Stay or Extension Laws....................................................................           52

                                                            ARTICLE SIX

                                                            THE TRUSTEE

SECTION 601. Notice of Defaults..................................................................................           52
SECTION 602. Certain Duties, Responsibilities and Rights of Trustee..............................................           53
SECTION 603. Trustee Not Responsible for Recitals or Issuance of Securities......................................           55
SECTION 604. May Hold Securities.................................................................................           55
SECTION 605. Money Held in Trust.................................................................................           55
SECTION 606. Compensation and Reimbursement......................................................................           55
SECTION 607. Corporate Trustee Required; Eligibility; Conflicting Interests; Disqualification....................           56



                                       ii



                                                                                                                         
SECTION 608. Resignation and Removal; Appointment of Successor...................................................           57
SECTION 609. Acceptance of Appointment by Successor..............................................................           58
SECTION 610. Merger, Conversion, Consolidation or Succession to Business.........................................           59
SECTION 611. Appointment of Authenticating Agent.................................................................           60

                                                           ARTICLE SEVEN

                                    HOLDERS' LISTS AND REPORTS BY TRUSTEE, COMPANY AND GUARANTOR

SECTION 701. Disclosure of Names and Addresses of Holders........................................................           61
SECTION 702. Reports by Trustee..................................................................................           61
SECTION 703. Reports by Company..................................................................................           62

                                                           ARTICLE EIGHT

                                        CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE

SECTION 801. Company and Guarantor May Consolidate, etc., Only on Certain Terms..................................           63
SECTION 802. Successor Person Substituted........................................................................           63

                                                            ARTICLE NINE

                                                      SUPPLEMENTAL INDENTURES

SECTION 901. Supplemental Indentures Without Consent of Holders..................................................           64
SECTION 902. Supplemental Indentures with Consent of Holders.....................................................           65
SECTION 903. Execution of Supplemental Indentures................................................................           66
SECTION 904. Effect of Supplemental Indentures...................................................................           66
SECTION 905. Conformity with Trust Indenture Act.................................................................           66
SECTION 906. Reference in Securities to Supplemental Indentures..................................................           66
SECTION 907. Notice of Supplemental Indentures...................................................................           67
SECTION 908. Effect on Senior Indebtedness.......................................................................           67

                                                            ARTICLE TEN

                                                             COVENANTS

SECTION 1001. Payment of Principal, Premium, if Any, and Interest................................................           67
SECTION 1002. Maintenance of Office or Agency....................................................................           67
SECTION 1003. Money for Securities Payments to Be Held in Trust..................................................           68
SECTION 1004. Statement by Officers as to Default................................................................           69
SECTION 1005. Existence..........................................................................................           70
SECTION 1006. Limitation on Liens................................................................................           70
SECTION 1007. Limitation on Sale and Leaseback Transactions......................................................           71
SECTION 1008. SEC and Other Reports..............................................................................           72
SECTION 1009. Further Instruments and Acts.......................................................................           72
SECTION 1010. Calculation of Original Issue Discount.............................................................           72



                                      iii



                                                                                                                         
SECTION 1011. Additional Amounts.................................................................................           72
SECTION 1012. Waiver of Certain Covenants........................................................................           73

                                                           ARTICLE ELEVEN

                                                      REDEMPTION OF SECURITIES

SECTION 1101. Applicability of Article...........................................................................           74
SECTION 1102. Election to Redeem; Notice to Trustee..............................................................           74
SECTION 1103. Selection by Trustee of Securities to Be Redeemed..................................................           74
SECTION 1104. Notice of Redemption...............................................................................           75
SECTION 1105. Deposit of Redemption Price........................................................................           76
SECTION 1106. Securities Payable on Redemption Date..............................................................           76
SECTION 1107. Securities Redeemed in Part........................................................................           77

                                                           ARTICLE TWELVE

                                                           SINKING FUNDS

SECTION 1201. Applicability of Article...........................................................................           77
SECTION 1202. Satisfaction of Sinking Fund Payments with Securities..............................................           78
SECTION 1203. Redemption of Securities for Sinking Fund..........................................................           78

                                                          ARTICLE THIRTEEN

                                                   REPAYMENT AT OPTION OF HOLDERS

SECTION 1301. Applicability of Article...........................................................................           79
SECTION 1302. Repayment of Securities............................................................................           79
SECTION 1303. Exercise of Option.................................................................................           79
SECTION 1304. When Securities Presented for Repayment Become Due and Payable.....................................           80
SECTION 1305. Securities Repaid in Part..........................................................................           81

                                                          ARTICLE FOURTEEN

                                                 DEFEASANCE AND COVENANT DEFEASANCE

SECTION 1401. Company's Option to Effect Defeasance or Covenant Defeasance.......................................           81
SECTION 1402. Defeasance and Discharge...........................................................................           81
SECTION 1403. Covenant Defeasance................................................................................           82
SECTION 1404. Conditions to Defeasance or Covenant Defeasance....................................................           82
SECTION 1405. Deposited Money and Government Obligations to Be Held in Trust; Other Miscellaneous Provisions.....           84
SECTION 1406. Reinstatement......................................................................................           85



                                       iv



                                                                                                                         
                                                          ARTICLE FIFTEEN

                                                 MEETINGS OF HOLDERS OF SECURITIES

SECTION 1501. Purposes for Which Meetings May Be Called..........................................................           85
SECTION 1502. Call, Notice and Place of Meetings.................................................................           85
SECTION 1503. Persons Entitled to Vote at Meetings...............................................................           85
SECTION 1504. Quorum; Action.....................................................................................           86
SECTION 1505. Determination of Voting Rights; Conduct and Adjournment of Meetings................................           87
SECTION 1506. Counting Votes and Recording Action of Meetings....................................................           88

                                                          ARTICLE SIXTEEN

                                                             GUARANTEE

SECTION 1601. Guarantee..........................................................................................           88
SECTION 1602. Severability.......................................................................................           90
SECTION 1603. Priority of Guarantee..............................................................................           90
SECTION 1604. Limitation of Guarantor's Liability................................................................           90
SECTION 1605. Subrogation........................................................................................           90
SECTION 1606. Reinstatement......................................................................................           90
SECTION 1607. Release of the Guarantor...........................................................................           90
SECTION 1608. Benefits Acknowledged..............................................................................           91



EXHIBIT A     FORMS OF CERTIFICATION

                                       v



            INDENTURE, dated as of [     ], among American Axle & Manufacturing,
Inc., a Delaware corporation (the "Company"), having its principal office at One
Dauch Drive, Detroit, Michigan 48211-1198, American Axle & Manufacturing
HOLDINGS, Inc., a Delaware corporation (the "Guarantor" and "Holdings"), as
Guarantor, and The Bank of New York Mellon Trust Company, N.A., a New York
banking corporation, as Trustee (herein called the "Trustee").

                             RECITALS OF THE COMPANY

            WHEREAS, the Company has duly authorized the execution and delivery
of this Indenture to provide for the issuance from time to time of its senior or
subordinated debentures, notes or other evidences of indebtedness which may be
secured or unsecured (herein called the "Securities"), which may be convertible
into or exchangeable for any securities of any person (including the Company),
to be issued in one or more series as in this Indenture provided; and

            WHEREAS, the Guarantor desires with respect to Securities of certain
series issued under this Indenture to make the Guarantees provided for herein;
and

            WHEREAS, this Indenture is subject to the provisions of the Trust
Indenture Act of 1939, as amended, that are required to be part of this
Indenture, and shall be governed by such provisions; provided that if any
provision of this Indenture modifies any TIA provision that may be so modified,
such TIA provision shall be deemed to apply to this Indenture as so modified;
provided further that if any provision of this Indenture excludes any TIA
provision that may be so excluded, such TIA provision shall be excluded from
this Indenture; and

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

            NOW, THEREFORE, THIS INDENTURE WITNESSETH:

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

                                   ARTICLE ONE

             DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

            SECTION 101. Definitions. "Act", when used with respect to any
Holder, has the meaning specified in Section 104.

            "Additional Amounts" has the meaning specified in Section 1011.

            "Adjusted Treasury Rate" means, with respect to any date of
redemption, the rate per annum equal to the semi-annual equivalent yield to
maturity of the Comparable Treasury Issue, assuming a price for the Comparable
Treasury Issue (expressed as a percentage of its principal amount) equal to the
Comparable Treasury Price for that date of redemption.



            "Affiliate" of any specified Person means any other Person directly
or indirectly controlling or controlled by or under direct or indirect common
control with such specified Person. For purposes of this definition, "control,"
as used with respect to any Person, shall mean the possession, directly or
indirectly, of the power to direct or cause the direction of the management or
policies of such Person, whether through the ownership of voting securities, by
agreement or otherwise. For purposes of this definition, the terms
"controlling," "controlled by" and "under common control with" shall have
correlative meanings.

            "Attributable Debt" means, when used in respect of any Sale and
Leaseback Transaction, as of the time of determination, the total obligation
(discounted to present value at the rate per annum equal to the discount rate
which would be applicable to a capital lease obligation with like term in
accordance with GAAP) of the lessee for rental payments (other than amounts
required to be paid on account of property taxes, maintenance, repairs,
insurance, water rates and other items which do not constitute payments for
property rights) during the remaining portion of the initial term of the lease
included in such Sale and Leaseback Transaction.

            "Authenticating Agent" means any Person appointed by the Trustee to
act on behalf of the Trustee pursuant to Section 611 to authenticate Securities.

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

            "Bankruptcy Law" means Title 11, U.S. Code or any similar federal or
state law for the relief of debtors.

            "Bearer Security" means any Security except a Registered Security.

            "Board of Directors" means (i) with respect to a corporation, the
board of directors of the corporation; (ii) with respect to a partnership, the
Board of Directors of the general partner of the partnership; and (iii) with
respect to any other Person, the board or committee of such Person serving a
similar function.

            "Board Resolution" means a copy of a resolution certified by the
Secretary or an Assistant Secretary of the Company or the Guarantor, as the case
may be, to have been duly adopted by the Board of Directors and to be in full
force and effect on the date of such certification, and delivered to the
Trustee.

            "Business Day" means, when used with respect to any Place of Payment
or any other particular location referred to in this Indenture or in the
Securities, unless otherwise specified with respect to any Securities pursuant
to Section 301, each Monday, Tuesday, Wednesday, Thursday and Friday which is
not a day on which banking institutions in that Place of Payment or other
location are authorized or obligated by law or executive order to close.

                                       2



            "Clearstream" means Clearstream, societe anonyme, or its successor.

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

            "Common Depositary" has the meaning specified in Section 304.

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

            "Company Request" or "Company Order" means a written request or
order signed in the name of the Company by one Officer of the Company and
delivered to the Trustee.

            "Consolidated Current Liabilities" means the aggregate of the
current liabilities of Holdings appearing on the most recent available
consolidated balance sheet of Holdings, all in accordance with GAAP. In no event
shall Consolidated Current Liabilities include any obligation of Holdings or its
Subsidiaries issued under a revolving credit or similar agreement if the
obligation issued under such agreement matures by its terms within 12 months
from the date thereof but by the terms of such agreement such obligation may be
renewed or extended or the amount thereof reborrowed or refunded at the option
of Holdings, the Company or any Subsidiary for a term in excess of 12 months
from the date of determination.

            "Consolidated Net Tangible Assets" means Consolidated Tangible
Assets after deduction of Consolidated Current Liabilities.

            "Consolidated Tangible Assets" means the aggregate of all assets of
Holdings (including the value of all existing Sale and Leaseback Transactions
and any assets resulting from the capitalization of other long-term lease
obligations in accordance with GAAP) appearing on the most recent available
consolidated balance sheet of Holdings at their net book values, after deducting
related depreciation, applicable allowances and other properly deductible items,
and after deducting all goodwill, trademarks, tradenames, patents, unamortized
debt discount and expenses and other like intangibles, all prepared in
accordance with GAAP.

            "Conversion Date" has the meaning specified in Section 312(d).

            "Conversion Event" means the cessation of use of a Foreign Currency
both by the government of one or more countries or by any recognized union,
association or confederation of governments that issued such currency and by a
central bank or other public institution of or within the international banking
community for the settlement of transactions.

            "Corporate Trust Office of the Trustee" means the principal
corporate trust office of the Trustee, at which at any particular time its
corporate trust business shall be administered, which office on the date of
execution of this Indenture is located at [       ], except that with respect to
presentation of Securities for payment or for registration of transfer or

                                       3



exchange, such term shall mean the office or agency of the Trustee at which, at
any particular time, its corporate agency business shall be conducted.

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

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

            "Currency" means any currency, composite currency or currency unit,
including, without limitation, the Euro, issued by the government of one or more
countries or by any recognized union, confederation or association of such
governments.

            "Debt" has the meaning set forth in Section 1006.

            "Default" means any event that is, or with the passage of time or
the giving of notice or both would be, an Event of Default.

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

            "Depositary" means, with respect to Registered Securities of any
series, for which the Company shall determine that such Registered Securities
will be issued in permanent global form, The Depository Trust Company, New York,
New York, another clearing agency, or any successor registered as a clearing
agency under the Securities and Exchange Act of 1934, as amended (the "Exchange
Act"), or other applicable statute or regulations, which in each case, shall be
designated by the Company pursuant to Section 301.

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

            "Dollar Equivalent of the Currency Unit" has the meaning specified
in Section 312(g).

            "Dollar Equivalent of the Foreign Currency" has the meaning
specified in Section 312(f).

            "Election Date" has the meaning specified in Section 312(h).

            "Euro" means the basic unit of currency among participating European
Union countries, as revised or replaced from time to time.

            "Euroclear" means Euroclear Bank S.A./N.V. as operator of Euroclear
System, and any successor thereto.

            "European Union" means the European Economic Community, the European
Coal and Steel Community and the European Atomic Energy Community, as may be
modified from time to time.

                                       4



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

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

            "Exchange Rate Agent" means, with respect to Securities of or within
any series, unless otherwise specified with respect to any Securities pursuant
to Section 301, a New York Clearing House bank, designated pursuant to Section
301 or Section 313.

            "Exchange Rate Officer's Certificate" means a certificate setting
forth (i) the applicable Market Exchange Rate and (ii) the Dollar or Foreign
Currency amounts of principal (and premium, if any) and interest, if any (on an
aggregate basis and on the basis of a Security having the lowest denomination
principal amount determined in accordance with Section 302 in the relevant
Currency), payable with respect to a Security of any series on the basis of such
Market Exchange Rate, signed by the Treasurer or any Vice President of the
Company.

            "Extension Notice" has the meaning specified in Section 308.

            "Extension Period" has the meaning specified in Section 308.

            "Federal Bankruptcy Code" means the Bankruptcy Act of Title 11 of
the United States Code, as amended from time to time.

            "Foreign Currency" means any Currency other than Currency of the
United States.

            "Funded Debt" means all Debt having a maturity of more than 12
months from the date as of which the determination is made or having a maturity
of 12 months or less but by its terms being renewable or extendable beyond 12
months from such date at the option of the borrower, but excluding any such Debt
owed to the Company, the Guarantor or a Subsidiary.

            "GAAP" means generally accepted accounting principles set forth in
the opinions and pronouncements of the Accounting Principles Board of the
American Institute of Certified Public Accountants and statements and
pronouncements of the Financial Accounting Standards Board or in such other
statements by such other entity as have been approved by a significant segment
of the accounting profession which are in effect on the date of this Indenture.

            "Government Obligations" means, unless otherwise specified with
respect to any series of Securities pursuant to Section 301, securities which
are (i) direct obligations of the government which issued the Currency in which
the Securities of a particular series are payable or (ii) obligations of a
Person controlled or supervised by and acting as an agency or instrumentality of
the government which issued the Currency in which the Securities of such series
are payable, the payment of which is unconditionally guaranteed by such
government, which, in either case, are full faith and credit obligations of such
government payable in such Currency and are not callable or redeemable at the
option of the issuer thereof and shall also include a depository receipt issued
by a bank or trust company as custodian with respect to any such Government
Obligation or a specific payment of interest on or principal of any such
Government Obligation held by such custodian for the account of the holder of a
depository receipt; provided that (except as required by law) such custodian is
not authorized to make any

                                       5



deduction from the amount payable to the holder of such depository receipt from
any amount received by the custodian in respect of the Government Obligation or
the specific payment of interest or principal of the Government Obligation
evidenced by such depository receipt.

            "guarantee" means a guarantee (other than by endorsement of
negotiable instruments for collection in the ordinary course of business),
direct or indirect, in any manner (including, without limitation, letters of
credit and reimbursement agreements in respect thereof), of all or any part of
any Indebtedness or other obligations.

            "Guarantee" means any guarantee of the Guarantor endorsed on a
Security authenticated and delivered pursuant to this Indenture and shall
include the Guarantees set forth in Section 1601.

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

            "Guarantor Obligations" shall have the meaning provided in Section
1601.

            "Guarantor Request" or "Guarantor Order" means a written request or
order signed in the name of the Guarantor by one Officer of the Guarantor, and
delivered to the Trustee.

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

            "Holdings" means American Axle & Manufacturing Holdings, Inc., a
Delaware Corporation.

            "Indebtedness" means (1) any liability of any Person (a) for
borrowed money, or (b) evidenced by a bond, note, debenture or similar
instrument (including purchase money obligations but excluding Trade Payables),
or (c) for the payment of money relating to a lease that is required to be
classified as a capitalized lease obligation in accordance with GAAP; (2)
preferred or preference stock of a Subsidiary of the Company held by Persons
other than the Company or a Subsidiary of the Company; (3) any liability of
others described in the preceding clause (1) that the Person has guaranteed,
that is recourse to such Person or that is otherwise its legal liability; and
(4) any amendment, supplement, modification, deferral, renewal, extension or
refunding of any liability of the types referred to in clauses (1), (2) and (3)
above.

            "Indenture" means this instrument as originally executed and as it
may from time to time be supplemented or amended by one or more indentures
supplemental hereto entered into pursuant to the applicable provisions hereof,
and shall include the terms of particular series of Securities established as
contemplated by Section 301; provided, however, that, if at any time more than
one Person is acting as Trustee under this instrument, "Indenture" shall mean,
with respect to any one or more series of Securities for which such Person is
Trustee, this instrument as originally executed or as it may from time to time
be supplemented or amended by one or more indentures supplemental hereto entered
into pursuant to the applicable provisions hereof

                                       6



and shall include the terms of particular series of Securities for which such
Person is Trustee established as contemplated by Section 301, exclusive,
however, of any provisions or terms which relate solely to other series of
Securities for which such Person is not Trustee, regardless of when such terms
or provisions were adopted, and exclusive of any provisions or terms adopted by
means of one or more indentures supplemental hereto executed and delivered after
such Person had become such Trustee but to which such Person, as such Trustee,
was not a party.

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

            "interest" means, when used with respect to an Original Issue
Discount Security the rate prescribed in such Original Issue Discount Security.

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

            "Lien" means, with respect to any asset, any mortgage, lien, pledge,
charge, security interest or encumbrance of any kind in respect of such asset,
whether or not filed, recorded or otherwise perfected under applicable law,
including any conditional sale or other title retention agreement, any lease in
the nature thereof, any option or other agreement to sell or give a security
interest in and any filing of or agreement to give any financing statement under
the Uniform Commercial Code (or equivalent statutes) of any jurisdiction.

            "Market Exchange Rate" means, unless otherwise specified with
respect to any Securities pursuant to Section 301, (i) for any conversion
involving a currency unit on the one hand and Dollars or any Foreign Currency on
the other, the exchange rate between the relevant currency unit and Dollars or
such Foreign Currency calculated by the method specified pursuant to Section 301
for the Securities of the relevant series, (ii) for any conversion of Dollars
into any Foreign Currency, the noon (New York City time) buying rate for such
Foreign Currency for cable transfers quoted in New York City as certified for
customs purposes by the Federal Reserve Bank of New York and (iii) for any
conversion of one Foreign Currency into Dollars or another Foreign Currency, the
spot rate at noon local time in the relevant market at which, in accordance with
normal banking procedures, the Dollars or Foreign Currency into which conversion
is being made could be purchased with the Foreign Currency from which conversion
is being made from major banks located in either New York City, London or any
other principal market for Dollars or such purchased Foreign Currency, in each
case determined by the Exchange Rate Agent. Unless otherwise specified with
respect to any Securities pursuant to Section 301, in the event of the
unavailability of any of the exchange rates provided for in the foregoing
clauses (i), (ii) and (iii), the Exchange Rate Agent shall use, in its sole
discretion and without liability on its part, such quotation of the Federal
Reserve Bank of New York as of the most recent available date, or quotations
from one or more major banks in New York City, London or another principal
market for the Currency in question, or such other quotations as the Exchange
Rate Agent shall deem appropriate. Unless otherwise specified by the Exchange
Rate Agent, if there is more than one market for dealing in any Currency by
reason of foreign exchange regulations or otherwise, the market to be used in
respect of such Currency shall be

                                       7



that upon which a non-resident issuer of securities designated in such Currency
would purchase such Currency in order to make payments in respect of such
securities.

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

            "Mortgage" means, with respect to any property or assets, any
mortgage or deed of trust, pledge, hypothecation, assignment, security interest,
lien, encumbrance, or any other security arrangement of any kind or nature
whatsoever on or with respect to such property or assets (including any
conditional sale or other title retention agreement having substantially the
same economic effect as any of the foregoing).

            "Officer" means, with respect to any Person, the Chairman of the
Board, the Chief Executive Officer, the President, the Chief Operating Officer,
the Chief Financial Officer, the Treasurer, any Assistant Treasurer, the
Controller, the Secretary or any Vice-President of such Person.

            "Officers' Certificate" means a certificate signed on behalf of the
Company by two Officers of the Company or the Guarantor, as the case may be, one
of whom must be the principal executive officer, the principal financial
officer, the treasurer, or the principal accounting officer of the Company, that
meets the requirements of Section 102 hereof.

            "Operating Property" means any real property or equipment located in
the United States owned by, or leased to, the Company, Holdings or any
Subsidiary that has a market value in excess of 1.0% of Consolidated Net
Tangible Assets.

            "Opinion of Counsel" means a written opinion of counsel, who may be
counsel for the Company or the Guarantor, as the case may be, including an
employee of the Company or the Guarantor, and who shall be acceptable to the
Trustee.

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

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

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

            (ii) Securities, or portions thereof, for whose payment or
      redemption or repayment at the option of the Holder money in the necessary
      amount has been theretofore deposited with the Trustee or any Paying Agent
      (other than the Company or the Guarantor) in trust or set aside and
      segregated in trust by the Company or the Guarantor (if the Company or the
      Guarantor, as the case may be, shall act as its own Paying Agent) for the
      Holders of such Securities and any coupons appertaining thereto;

                                       8



      provided that, if such Securities are to be redeemed, notice of such
      redemption has been duly given pursuant to this Indenture or provision
      therefor satisfactory to the Trustee has been made;

            (iii) Securities, except to the extent provided in Sections 1402 and
      1403, with respect to which the Company has effected defeasance and/or
      covenant defeasance as provided in Article Fourteen; and

            (iv) Securities which have been paid pursuant to Section 306 or in
      exchange for or in lieu of which other Securities have been authenticated
      and delivered pursuant to this Indenture, other than any such Securities
      in respect of which there shall have been presented to the Trustee proof
      satisfactory to it that such Securities are held by a bona fide purchaser
      in whose hands such Securities are valid obligations of the Company;

provided, however, that in determining whether the Holders of the requisite
principal amount of the Outstanding Securities have given any request, demand,
authorization, direction, notice, consent or waiver hereunder or are present at
a meeting of Holders for quorum purposes, and for the purpose of making the
calculations required by TIA Section 313, (i) the principal amount of an
Original Issue Discount Security that may be counted in making such
determination or calculation and that shall be deemed to be Outstanding for such
purpose shall be equal to the amount of principal thereof that would be (or
shall have been declared to be) due and payable, at the time of such
determination, upon a declaration of acceleration of the Maturity thereof
pursuant to Section 502, (ii) the principal amount of any Security denominated
in a Foreign Currency that may be counted in making such determination or
calculation and that shall be deemed Outstanding for such purpose shall be equal
to the Dollar equivalent, determined as of the date such Security is originally
issued by the Company as set forth in an Exchange Rate Officer's Certificate
delivered to the Trustee, of the principal amount (or, in the case of an
Original Issue Discount Security, the Dollar equivalent as of such date of
original issuance of the amount determined as provided in clause (i) above) of
such Security, (iii) the principal amount of any Indexed Security that may be
counted in making such determination or calculation and that shall be deemed
outstanding for such purpose shall be equal to the principal face amount of such
Indexed Security at original issuance, unless otherwise provided with respect to
such Security pursuant to Section 301, and (iv) Securities owned by the Company
or any other obligor upon the Securities or any Affiliate of the Company or of
such other obligor shall be disregarded and deemed not to be Outstanding, except
that, in determining whether the Trustee shall be protected in making such
calculation or in relying upon any such request, demand, authorization,
direction, notice, consent or waiver or upon any such determination as to the
presence of a quorum, only Securities which a Responsible Officer of the Trustee
actually knows to be so owned shall be so disregarded. Securities so owned which
have been pledged in good faith may be regarded as Outstanding if the pledgee
establishes to the satisfaction of the Trustee the pledgee's right so to act
with respect to such Securities and that the pledgee is not the Company or any
other obligor upon the Securities or any Affiliate of the Company or such other
obligor.

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

                                       9



            "Person" means any individual, corporation, partnership, joint
venture, trust, unincorporated organization or government or any agency or
political subdivision thereof.

            "Place of Payment" means, when used with respect to the Securities
of or within any series, the place or places (which, in the case of Bearer
Securities, shall be outside the United States) where the principal of (and
premium, if any) and interest, if any, on such Securities are payable as
specified as contemplated by Sections 301 and 1002.

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

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

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

            "Registered Security" means any Security registered in the Security
Register.

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

            "Repayment Date" means, when used with respect to any Security to be
repaid at the option of the Holder, the date fixed for such repayment pursuant
to this Indenture.

            "Repayment Price" means, when used with respect to any Security to
be repaid at the option of the Holder, the price at which it is to be repaid
pursuant to this Indenture.

            "Responsible Officer" means, when used with respect to the Trustee,
any officer of the Trustee within the Corporate Trust Office of the Trustee (or
any successor group of the Trustee) who has direct responsibility for
administration of this Indenture and, for purposes of Section 601 or
subparagraph (3)(b) of the first paragraph of Section 602 hereof, also includes
any other officer to whom such matter is referred because of such officer's
knowledge of and familiarity with the particular subject.

            "Restricted Subsidiary" means any Subsidiary (excluding the Company)
that owns Operating Property.

            "Sale and Leaseback Transaction" means any arrangement with any
Person providing for the leasing to the Company, the Guarantor or any Subsidiary
of any Operating Property, which Operating Property has been or is to be sold or
transferred by the Company, Holdings or such Subsidiary to such Person.

                                       10



            "Securities" has the meaning stated in the first recital of this
Indenture and more particularly means any Securities authenticated and delivered
under this Indenture; provided, however, that if at any time there is more than
one Person acting as Trustee under this Indenture, "Securities" with respect to
the Indenture as to which such Person is Trustee shall have the meaning stated
in the first recital of this Indenture and shall more particularly mean
Securities authenticated and delivered under this Indenture, exclusive, however,
of Securities of any series as to which such Person is not Trustee.

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

            "Senior Indebtedness" means the principal of (and premium, if any)
and unpaid interest on (x) indebtedness of the Company (including indebtedness
of others guaranteed by the Company), whether outstanding on the date hereof or
thereafter created, incurred, assumed or guaranteed, for money borrowed other
than (a) any indebtedness of the Company which when incurred and without respect
to any election under Section 1111(b) of the Federal Bankruptcy Code, was
without recourse to the Company, (b) any Indebtedness of the Company to any of
its subsidiaries, (c) Indebtedness to any employee of the Company, (d) any
liability for taxes and (e) Trade Payables, unless in the instrument creating or
evidencing the same or pursuant to which the same is outstanding it is provided
that such indebtedness is not senior or prior in right of payment to the
Securities, and (y) renewals, extensions, modifications and refundings of any
such indebtedness. This definition may be modified or superseded by a
supplemental indenture.

            "Significant Subsidiary" means any Subsidiary that would constitute
a "significant subsidiary" within the meaning of Article 1 of Regulation S-X of
the Securities Act of 1933 as in effect on the date of this Indenture.

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

            "Stated Maturity" has the meaning specified in Section 308.

            "Subsidiary" means any corporation of which at least a majority of
the outstanding stock having by the terms thereof ordinary voting power for the
election of directors of such corporation (irrespective of whether or not at the
time stock of any other class or classes of such corporation shall have or might
have voting power by reason of the happening of any contingency) is at the time
directly or indirectly owned by the Company, Holdings or by one or more other
Subsidiaries, or by the Company, Holdings and one or more other Subsidiaries.

            "Trade Payables" means accounts payable or any other Indebtedness or
monetary obligations to trade creditors created or assumed in the ordinary
course of business in connection with the obtaining of materials or services.

            "Trust Indenture Act" or "TIA" means the Trust Indenture Act of 1939
as in force at the date as of which this Indenture was executed, except as
provided in Section 905.

                                       11



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

            "United States" means, unless otherwise specified with respect to
any Securities pursuant to Section 301, the United States of America (including
the states and the District of Columbia), its territories, its possessions and
other areas subject to its jurisdiction.

            "United States person" means, unless otherwise specified with
respect to any Securities pursuant to Section 301, an individual who is a
citizen or resident of the United States, a corporation, partnership or other
entity created or organized in or under the laws of the United States or an
estate or trust the income of which is subject to United States federal income
taxation regardless of its source.

            "Valuation Date" has the meaning specified in Section 312(c).

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

            "Voting Stock" means stock of the class or classes having general
voting power under ordinary circumstances to elect at least a majority of the
board of directors, managers or trustees of a corporation (irrespective of
whether or not at the time stock of any other class or classes shall have or
might have voting power by reason of the happening of any contingency).

            "Yield to Maturity" means the yield to maturity, computed at the
time of issuance of a Security (or, if applicable, at the most recent
redetermination of interest on such Security) and as set forth in such Security
in accordance with generally accepted United States bond yield computation
principles.

            SECTION 102. Compliance Certificates and Opinions. Upon any
application or request by the Company or the Guarantor to the Trustee to take
any action under any provision of this Indenture, the Company or the Guarantor,
as the case may be, shall furnish to the Trustee an Officer's Certificate
stating that all conditions precedent, if any, provided for in this Indenture
(including any covenant compliance with which constitutes a condition precedent)
relating to the proposed action have been complied with and an Opinion of
Counsel stating that in the opinion of such counsel all such conditions
precedent, if any, have been complied with, except that in the case of any such
application or request as to which the furnishing of such documents is
specifically required by any provision of this Indenture relating to such
particular application or request, no additional certificate or opinion need be
furnished.

            Every certificate or opinion with respect to compliance with a
covenant or condition provided for in this Indenture (other than pursuant to
Section 1004) shall include:

                                       12



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

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

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

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

            SECTION 103. Form of Documents Delivered to Trustee. In any case
where several matters are required to be certified by, or covered by an opinion
of, any specified Person, it is not necessary that all such matters be certified
by, or covered by the opinion of, only one such Person, or that they be so
certified or covered by only one document, but one such Person may certify or
give an opinion with respect to some matters and one or more other such Persons
as to other matters, and any such Person may certify or give an opinion as to
such matters in one or several documents.

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

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

            SECTION 104. Acts of Holders. Any request, demand, authorization,
direction, notice, consent, waiver or other action provided by this Indenture to
be given or taken by Holders of the Outstanding Securities of all series or one
or more series, as the case may be, may be embodied in and evidenced by one or
more instruments of substantially similar tenor signed by such Holders in person
or by agents duly appointed in writing. If Securities of a series are issuable
as Bearer Securities, any request, demand, authorization, direction, notice,
consent, waiver or other action provided by this Indenture to be given or taken
by Holders of Securities of such series may, alternatively, be embodied in and
evidenced by the record of Holders of Securities of such series voting in favor
thereof, either in person or by proxies duly appointed in

                                       13



writing, at any meeting of Holders of Securities of such series duly called and
held in accordance with the provisions of Article Fifteen, or a combination of
such instruments and any such record. Except as herein otherwise expressly
provided, such action shall become effective when such instrument or instruments
or record or both are delivered to the Trustee and, where it is hereby expressly
required, to the Company or the Guarantor or to all of them. Such instrument or
instruments and any such record (and the action embodied therein and evidenced
thereby) are herein sometimes referred to as the "Act" of the Holders signing
such instrument or instruments or so voting at any such meeting. Proof of
execution of any such instrument or of a writing appointing any such agent, or
of the holding by any Person of a Security, shall be sufficient for any purpose
of this Indenture and conclusive in favor of the Trustee and the Company, if
made in the manner provided in this Section. The record of any meeting of
Holders of Securities shall be proved in the manner provided in Section 1506.

            (a) The fact and date of the execution by any Person of any such
instrument or writing may be proved by the affidavit of a witness of such
execution or by a certificate of a notary public or other officer authorized by
law to take acknowledgments of deeds, certifying that the individual signing
such instrument or writing acknowledged to him the execution thereof. Where such
execution is by a signer acting in a capacity other than his individual
capacity, such certificate or affidavit shall also constitute sufficient proof
of authority. The fact and date of the execution of any such instrument or
writing, or the authority of the Person executing the same, may also be proved
in any other manner that the Trustee deems sufficient.

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

            (c) The principal amount and serial numbers of Bearer Securities
held by any Person, and the date of holding the same, may be proved by the
production of such Bearer Securities or by a certificate executed, as
depositary, by any trust company, bank, banker or other depositary, wherever
situated, if such certificate shall be deemed by the Trustee to be satisfactory,
showing that at the date therein mentioned such Person had on deposit with such
depositary, or exhibited to it, the Bearer Securities therein described; or such
facts may be proved by the certificate or affidavit of the Person holding such
Bearer Securities, if such certificate or affidavit is deemed by the Trustee to
be satisfactory. The Trustee, the Company and the Guarantor may assume that such
ownership of any Bearer Security continues until (1) another certificate or
affidavit bearing a later date issued in respect of the same Bearer Security is
produced, or (2) such Bearer Security is produced to the Trustee by some other
Person, or (3) such Bearer Security is surrendered in exchange for a Registered
Security, or (4) such Bearer Security is no longer Outstanding. The principal
amount and serial numbers of Bearer Securities held by any Person, and the date
of holding the same, may also be proved in any other manner that the Trustee
deems sufficient.

            (d) If the Company or the Guarantor shall solicit from the Holders
of Registered Securities any request, demand, authorization, direction, notice,
consent, waiver or other Act, the Company or the Guarantor, as the case may be,
may, at its option, in or pursuant to a Board Resolution, fix in advance a
record date for the determination of Holders entitled to give such request,
demand, authorization, direction, notice, consent, waiver or other Act, but the
Company or the Guarantor, as the case may be, shall have no obligation to do so.

                                       14



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

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

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

            (1) the Trustee by any Holder or by the Company or the Guarantor
      shall be sufficient for every purpose hereunder if made, given, furnished
      or filed in writing to or with the Trustee at its Corporate Trust Office,
      Attention: [ ], or

            (2) the Company or the Guarantor by the Trustee or by any Holder
      shall be sufficient for every purpose hereunder (unless otherwise herein
      expressly provided) if in writing and mailed, first-class postage prepaid
      or by overnight delivery service, to the Company or the Guarantor, as the
      case may be addressed to it at the address of the Company's principal
      office specified in the first paragraph of this Indenture, to the
      attention of its General Counsel, or at any other address previously
      furnished in writing to the Trustee by the Company or the Guarantor, as
      the case may be.

            SECTION 106. Notice to Holders; Waiver. Except as otherwise
expressly provided herein or otherwise specified with respect to any series of
Securities pursuant to Section 301, where this Indenture provides for notice of
any event to Holders of Registered Securities by the Company, the Guarantor or
the Trustee, such notice shall be sufficiently given if in writing and mailed,
first-class postage prepaid, to each such Holder affected by such event, at his
address as it appears in the Security Register, not later than the latest date,
and not earlier than the earliest date, prescribed for the giving of such
notice. In any case where notice to Holders of Registered

                                       15



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

            In case, by reason of the suspension of or irregularities in regular
mail service or by reason of any other cause, it shall be impractical to mail
notice of any event to Holders of Registered Securities when such notice is
required to be given pursuant to any provision of this Indenture, then any
manner of giving such notice as shall be satisfactory to the Trustee shall be
deemed to be sufficient giving of such notice for every purpose hereunder.

            Except as otherwise expressly provided herein or otherwise specified
with respect to any Securities pursuant to Section 301, where this Indenture
provides for notice to Holders of Bearer Securities of any event, such notice
shall be sufficiently given to Holders of Bearer Securities if published in an
Authorized Newspaper in The City of New York and in such other city or cities as
may be specified in such Securities on a Business Day at least twice, the first
such publication to be not earlier than the earliest date, and not later than
the latest date, prescribed for the giving of such notice. Any such notice shall
be deemed to have been given on the date of such publication or, if published
more than once, on the date of the first such publication.

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

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

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

            SECTION 107. Effect of Headings and Table of Contents. The Article
and Section headings herein and the Table of Contents are for convenience only
and shall not affect the construction hereof.

                                       16



            SECTION 108. Successors and Assigns. All covenants and agreements in
this Indenture by the Company shall bind its successors and assigns, whether so
expressed or not.

            SECTION 109. Separability Clause. In case any provision in this
Indenture or in any Security, any Guarantee or coupon shall be invalid, illegal
or unenforceable, the validity, legality and enforceability of the remaining
provisions shall not in any way be affected or impaired thereby.

            SECTION 110. Benefits of Indenture. Nothing in this Indenture or in
the Securities, the Guarantees or coupons, express or implied, shall give to any
Person, other than the parties hereto, any Authenticating Agent, any Paying
Agent, any Securities Registrar and their successors hereunder and the Holders
of Securities or coupons, any benefit or any legal or equitable right, remedy or
claim under this Indenture.

            SECTION 111. Governing Law. THIS INDENTURE AND THE SECURITIES AND
COUPONS SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAW OF THE
STATE OF NEW YORK. THIS INDENTURE IS SUBJECT TO THE PROVISIONS OF THE TRUST
INDENTURE ACT THAT ARE REQUIRED TO BE PART OF THIS INDENTURE AND SHALL, TO THE
EXTENT APPLICABLE, BE GOVERNED BY SUCH PROVISIONS.

            SECTION 112. Legal Holidays. In any case where any Interest
Payment Date, Redemption Date, Repayment Date, sinking fund payment date or
Stated Maturity or Maturity of any Security shall not be a Business Day at any
Place of Payment, then (notwithstanding any other provision of this Indenture or
of any Security or coupon other than a provision in the Securities of any series
which specifically states that such provision shall apply in lieu of this
Section), payment of principal (or premium, if any) or interest, if any, need
not be made at such Place of Payment on such date, but may be made on the next
succeeding Business Day at such Place of Payment with the same force and effect
as if made on the Interest Payment Date, Redemption Date Repayment Date, sinking
fund payment date, or at the Stated Maturity or Maturity; provided that no
interest shall accrue on the amount so payable for the period from and after
such Interest Payment Date, Redemption Date, Repayment Date, sinking fund
payment date, Stated Maturity or Maturity, as the case may be.

            SECTION 113. No Recourse. No recourse for the payment of the
principal of or premium, if any, or interest on any Security or any coupons
appertaining thereto, or for any claim based thereon or otherwise in respect
thereof, and no recourse under or upon any obligation, covenant or agreement of
the Company in this Indenture or in any supplemental indenture, or in any
Security or any coupons appertaining thereto, or because of the creation of any
indebtedness represented thereby, shall be had against any director, officer,
employee, or stockholder as such, past, present or future, of the Company or any
of its Affiliates or any successor Person of the Company, either directly or
through the Company or any of its Affiliates or any successor Person of the
Company, whether by virtue of any constitution, statute or rule of law, or by
the enforcement of any assessment or penalty or otherwise; it being expressly
understood that all such liability is hereby expressly waived and released as a
condition of, and as a consideration for, the execution of this Indenture and
the issue of the Securities.

                                       17



            SECTION 114. Incorporation by Reference of Trust Indenture Act.
Whenever this Indenture refers to a provision of the TIA, the provision is
incorporated by reference in and made a part of this Indenture.

            The following TIA terms used in this Indenture have the following
meanings:

            (i)   "indenture securities" means the Securities;

            (ii)  "indenture security Holder" means a Holder of a Security;

            (iii) "indenture to be qualified" means this Indenture;

            (iv)  "indenture trustee" or "institutional trustee" means the
                  Trustee; and

            (v)   "obligor" on the Securities means the Company and if
                  applicable, the Guarantor in respect of the Securities and any
                  successor obligor upon the Securities.

            All other terms used in this Indenture that are defined by the TIA,
defined by TIA reference to another statute or defined by SEC rule under the TIA
have the meanings so assigned to them.

            SECTION 115. Rules of Construction. Unless the context otherwise
requires:

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

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

            (III) "or" is not exclusive;

            (IV)  words in the singular include the plural, and in the plural
                  include the singular; and

            (V)   provisions apply to successive events and transactions.

                                   ARTICLE TWO

                                 SECURITY FORMS

            SECTION 201. Forms Generally. The Registered Securities, if any, of
each series and the Bearer Securities, if any, of each series and related
coupons the temporary global Securities of each series, if any, and the
permanent global Securities of each series, if any, and the Guarantees, if any,
to be endorsed thereon shall be in substantially the forms as shall be
established by, or pursuant to a Board Resolution or, subject to Section 303,
set forth in, or determined in the manner provided in, an Officer's Certificate
pursuant to a Board Resolution of the Company or, in the case of the Guarantees,
the Guarantor, or in one or more indentures supplemental hereto, in each case
with such appropriate insertions, omissions, substitutions and

                                       18



other variations as are required or permitted by this Indenture, and may have
such letters, numbers or other marks of identification and such legends or
endorsements placed thereon as may be required to comply with the rules of any
securities exchange or as may, consistently herewith, be determined by the
officers of the Company or the Guarantor, as the case may be, executing such
Securities or coupons, as evidenced by their execution of the Securities or
coupons. If the forms of Securities or coupons of any series are established by
action taken pursuant to a Board Resolution, a copy of an appropriate record of
such action shall be certified by the Secretary or Assistant Secretary of the
Company, and delivered to the Trustee at or prior to the delivery of the Company
Order contemplated by Section 303 for the authentication and delivery of such
Securities or coupons. Any portion of the text of any Security may be set forth
on the reverse thereof, with an appropriate reference thereto on the face of the
Security.

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

            The Trustee's certificate of authentication on all Securities shall
be in substantially the form set forth in this Article.

            The definitive Securities and coupons, if any, including the
Guarantees, if any, shall be printed, lithographed or engraved on steel-engraved
borders or may be produced in any other manner, all as determined by the
officers of the Company or the Guarantor, as the case may be, executing such
Securities, coupons or Guarantees, as evidenced by their execution of such
Securities, coupons or Guarantees.

            SECTION 202. Form of Trustee's Certificate of Authentication.
Subject to Section 611, the Trustee's certificate of authentication shall be in
substantially the following form:

                     TRUSTEE'S CERTIFICATE OF AUTHENTICATION

            Dated: ____________________

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

                                The Bank of New York Mellon Trust Company, N.A.,
                                  as Trustee

                                By: ____________________________________________
                                             Authorized Officer

            SECTION 203. Securities Issuable in Global Form. If Securities of or
within a series are issuable in global form, as specified as contemplated by
Section 301, then, notwithstanding clause (8) of Section 301, any such Security
shall represent such of the Outstanding Securities of such series as shall be
specified therein and may provide that it shall represent the aggregate amount
of Outstanding Securities of such series from time to time endorsed thereon and
that the aggregate amount of Outstanding Securities of such series represented
thereby may from time to time be increased or decreased to reflect exchanges.
Any

                                       19



endorsement of a Security in global form to reflect the amount, or any increase
or decrease in the amount, of Outstanding Securities represented thereby shall
be made by the Trustee in such manner and upon instructions given by such Person
or Persons as shall be specified therein or in the Company Order to be delivered
to the Trustee pursuant to Section 303 or Section 304. Subject to the provisions
of Section 303 and, if applicable, Section 304, the Trustee shall deliver and
redeliver any Security in permanent global form in the manner and upon
instructions given by the Person or Persons specified therein or in the
applicable Company Order. If a Company Order pursuant to Section 303 or Section
304 has been, or simultaneously is, delivered, any instructions by the Company
with respect to endorsement or delivery or redelivery of a Security in global
form shall be in writing but need not comply with Section 102 and need not be
accompanied by an Opinion of Counsel.

            The provisions of the last sentence of Section 303 shall apply to
any Security represented by a Security in global form if such Security was never
issued and sold by the Company and the Company delivers to the Trustee the
Security in global form together with written instructions (which need not
comply with Section 102 and need not be accompanied by an Opinion of Counsel)
with regard to the reduction in the principal amount of Securities represented
thereby, together with the written statement contemplated by the last sentence
of Section 303.

            Notwithstanding any provisions of Section 307 to the contrary,
unless otherwise specified as contemplated by Section 301, payment of principal
of (and premium, if any) and interest, if any, on any Security in permanent
global form shall be made to the Person or Persons specified therein.

            Notwithstanding the provisions of Section 309 and except as provided
in the preceding paragraph, the Company, the Guarantor (if Guarantees are
issued) the Trustee and any agent of the Company, the Guarantor (if Guarantees
are issued), and the Trustee shall treat as the Holder of such principal amount
of Outstanding Securities represented by a permanent global Security (i), in the
case of a permanent global Security in registered form, the Holder of such
permanent global Security in registered form, or (ii) in the case of a permanent
global Security in bearer form, Euroclear or Clearstream.

                                  ARTICLE THREE

                                 THE SECURITIES

            SECTION 301. Amount Unlimited; Issuable in Series. The aggregate
principal amount of Securities which may be authenticated and delivered under
this Indenture is unlimited.

            The Securities may be issued in one or more series. There shall be
established in one or more Board Resolutions or pursuant to authority granted by
one or more Board Resolutions and, subject to Section 303, set forth in, or
determined in the manner provided in, an Officer's Certificate, or established
in one or more indentures supplemental hereto, prior to the issuance of
Securities of any series, any or all of the following, as applicable (each of
which (except for the matters set forth in clauses (1), (2) and (17) below), if
so provided, may be

                                       20



determined from time to time by the Company with respect to unissued Securities
of the series and set forth in such Securities of the series when issued from
time to time):

            (1) title of the Securities of the series (which shall distinguish
      the Securities of the series from all other series of Securities) and
      whether such Securities are senior or subordinated;

            (2) any limit upon the aggregate principal amount of the Securities
      of the series that may be authenticated and delivered under this Indenture
      (except for Securities authenticated and delivered upon registration of
      transfer of, or in exchange for, or in lieu of, other Securities of the
      series pursuant to Section 304, 305, 306, 906, 1107 or 1305 and except for
      any Securities which, pursuant to Section 303, are deemed never to have
      been authenticated and delivered hereunder);

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

            (4) the rate or rates at which the Securities of the series shall
      bear interest, if any, or the method by which such rate or rates shall be
      determined, the date or dates from which any such interest shall accrue,
      or the method by which such date or dates shall be determined, the
      Interest Payment Dates on which such interest shall be payable, the right,
      if any, of the Company to defer or extend an Interest Payment Date, and
      the Regular Record Date, if any, for the interest payable on any
      Registered Security on any Interest Payment Date, or the method by which
      such date or dates shall be determined, and the basis upon which interest
      shall be calculated if other than on the basis of a 360-day year of twelve
      30-day months;

            (5) the place or places, if any, other than or in addition to the
      Borough of Manhattan, The City of New York, where the principal of (and
      premium, if any) and interest, if any, on Securities of the series shall
      be payable (which in the case of Bearer Securities shall be outside the
      United States), where any Registered Securities of the series may be
      surrendered for registration of transfer, where Securities of the series
      may be surrendered for exchange, where Securities of the series that are
      convertible or exchangeable may be surrendered for conversion or exchange,
      as applicable and, if different than the location specified in Section
      106, the place or places where notices or demands to or upon the Company
      or, if applicable, the Guarantor in respect of the Securities of the
      series and this Indenture may be served;

            (6) the period or periods within which, the price or prices at
      which, the Currency in which, and other terms and conditions upon which
      Securities of the series may be redeemed, in whole or in part, at the
      option of the Company or a Holder thereof, if the Company or such Holder
      is to have that option;

            (7) the obligation or right, if any, of the Company to redeem, repay
      or purchase Securities of the series pursuant to any sinking fund or
      analogous provision or at the option of a Holder thereof, and the period
      or periods within which or the date or dates on which, the price or prices
      at which, the Currency in which, and other terms and

                                       21



      conditions upon which Securities of the series shall be redeemed, repaid
      or purchased, in whole or in part, pursuant to such obligation;

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

            (9) if other than the Trustee, the identity of each Security
      Registrar and/or Paying Agent;

            (10) if other than the principal amount thereof, the portion of the
      principal amount of Securities of the series that shall be payable upon
      declaration of acceleration of the Maturity thereof pursuant to Section
      502, upon redemption of the Securities of the series which are redeemable
      before their Stated Maturity, upon surrender for repayment at the option
      of the Holder, or which the Trustee shall be entitled to claim pursuant to
      Section 504 or the method by which such portion shall be determined;

            (11) if other than Dollar, the Currency or Currencies in which
      payment of the principal of (or premium, if any) or interest, if any, on
      the Securities of the series shall be made or in which the Securities of
      the series shall be denominated and the particular provisions applicable
      thereto in accordance with, in addition to or in lieu of any of the
      provisions of Section 312;

            (12) whether the amount of payments of principal of (or premium, if
      any) or interest, if any, on the Securities of the series may be
      determined with reference to an index, formula or other method (which
      index, formula or method may be based, without limitation, on one or more
      Currencies, commodities, equity indices or other indices), and the manner
      in which such amounts shall be determined;

            (13) whether the principal of (or premium, if any) or interest, if
      any, on the Securities of the series are to be payable, at the election of
      the Company or a Holder thereof, in a Currency other than that in which
      such Securities are denominated or stated to be payable, the period or
      periods within which (including the Election Date), and the terms and
      conditions upon which, such election may be made, and the time and manner
      of determining the exchange rate between the Currency in which such
      Securities are denominated or stated to be payable and the Currency in
      which such Securities are to be so payable, in each case in accordance
      with, in addition to or in lieu of any of the provisions of Section 312;

            (14) the designation of the initial Exchange Rate Agent, if any, or
      any depositaries;

            (15) if Sections 1402 and/or 1403 are not applicable to the
      Securities of the series and any provisions in modification of, in
      addition to or in lieu of any of the provisions of Article Fourteen that
      shall be applicable to the Securities of the series;

                                       22



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

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

            (18) whether Securities of the series are to be issuable as
      Registered Securities, Bearer Securities (with or without coupons) or
      both, any restrictions applicable to the offer, sale or delivery of Bearer
      Securities, whether such Securities of any series are to be issuable
      initially in temporary global form and whether any Securities of the
      series are to be issuable in permanent global form with or without coupons
      and, if so, whether beneficial owners of interests in any such permanent
      global Security may exchange such interests for Securities of such series
      and of like tenor of any authorized form and denomination and the
      circumstances under which any such exchanges may occur, if other than in
      the manner provided in Section 305, whether Registered Securities of the
      series may be exchanged for Bearer Securities of the series (if permitted
      by applicable laws and regulations), and the circumstances under which and
      the place or places where any such exchanges may be made and if Securities
      of the series are to be issuable in global form, the identity of any
      initial depository therefor;

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

            (20) the Person to whom any interest on any Registered Security of
      the series shall be payable, if other than the Person in whose name that
      Security (or one or more Predecessor Securities) is registered at the
      close of business on the Regular Record Date for such interest, the manner
      in which, or the Person to whom, any interest on any Bearer Security of
      the series shall be payable, if otherwise than upon presentation and
      surrender of the coupons appertaining thereto as they severally mature,
      and the extent to which, or the manner in which, any interest payable on a
      temporary global Security on an Interest Payment Date will be paid if
      other than in the manner provided in Section 304; and the extent to which,
      or the manner in which any interest payable on a permanent global Security
      on an Interest Payment Date will be paid if other than in the manner
      provided in Section 307;

            (21) if Securities of the series are to be issuable in definitive
      form (whether upon original issue or upon exchange of a temporary Security
      of such series) only upon receipt of certain certificates or other
      documents or satisfaction of other conditions, then the form and/or terms
      of such certificates, documents or conditions;

            (22) if the Securities of the series are to be issued upon the
      exercise of warrants, the time, manner and place for such Securities to be
      authenticated and delivered;

                                       23



            (23) whether, under what circumstances and the Currency in which the
      Company will pay Additional Amounts as contemplated by Section 1011 on the
      Securities of the series to any Holder who is not a United States person
      (including any modification to the definition of such term) in respect of
      any tax, assessment or governmental charge and, if so, whether the Company
      will have the option to redeem such Securities rather than pay such
      Additional Amounts (and the terms of any such option);

            (24) if the Securities of the series are to be convertible into or
      exchangeable for any securities of any Person (including the Company), the
      terms and conditions upon which such Securities will be so convertible or
      exchangeable;

            (25) whether the Securities of the series are subject to
      subordination and, if so, the terms of such subordination; and

            (26) if Securities of the series are not to be guaranteed by the
      Guarantor and any modification of the terms of the Guarantees as set forth
      in Article Sixteen;

            (27) if the Securities of the series are to be secured and the terms
      of such security interests.

            (28) any other terms, conditions, rights and preferences (or
      limitations on such rights and preferences) relating to the series (which
      terms shall not be inconsistent with the requirements of the Trust
      Indenture Act or the provisions of this Indenture).

            All Securities of any one series and the coupons appertaining to any
Bearer Securities of such series shall be substantially identical except, in the
case of Registered Securities, as to denomination and except as may otherwise be
provided in or pursuant to such Board Resolution or pursuant to authority
granted by one or more Board Resolutions (subject to Section 303) and set forth
in such Officer's Certificate or in any such indenture supplemental hereto. Not
all Securities of any one series need be issued at the same time, and, unless
otherwise provided, a series may be reopened, without the consent of the
Holders, for issuances of additional Securities of such series.

            If any of the terms of the Securities of any series are established
by action taken pursuant to one or more Board Resolutions or pursuant to
authority granted by one or more Board Resolutions, such Board Resolutions shall
be delivered to the Trustee at or prior to the issuance of the first Security of
such series.

            SECTION 302. Denominations. The Securities of each series shall be
issuable in such denominations as shall be specified as contemplated by Section
301. With respect to Securities of any series denominated in Dollars, in the
absence of any such provisions with respect to the Securities of such series,
the Registered Securities of such series, other than Registered Securities
issued in global form (which may be of any denomination), shall be issuable in
denominations of $1,000 and any integral multiple thereof and the Bearer
Securities of such series, other than the Bearer Securities issued in global
form (which may be of any denomination), shall be issuable in the denomination
of $5,000.

            SECTION 303. Execution, Authentication, Delivery and Dating. The
Securities and any coupons appertaining thereto shall be executed on behalf of
the Company by its Chairman, its President or a Vice President, under its
corporate seal affixed thereto or reproduced

                                       24



thereon attested by its Secretary or an Assistant Secretary. The signature of
any of these officers on the Securities or coupons may be the manual or
facsimile signatures of the present or any future such authorized officer and
may be imprinted or otherwise reproduced on the Securities.

            Securities or coupons bearing the manual or facsimile signatures of
individuals who were at any time the proper officers of the Company shall bind
the Company, notwithstanding that such individuals or any of them have ceased to
hold such offices prior to the authentication and delivery of such Securities or
did not hold such offices at the date of such Securities or coupons.

            At any time and from time to time after the execution and delivery
of this Indenture, the Company may deliver Securities of any series together
with any coupons appertaining thereto, executed by the Company and (if
Securities of such series were specified as contemplated by Section 301 to be
guaranteed by the Guarantor) having endorsed thereon Guarantees duly executed by
the Guarantor, to the Trustee for authentication, together with a Company Order
for the authentication and delivery of such Securities, and the Trustee in
accordance with such Company Order shall authenticate and deliver such
Securities; provided, however, that, in connection with its original issuance,
no Bearer Security shall be mailed or otherwise delivered to any location in the
United States; and provided further that, unless otherwise specified with
respect to any series of Securities pursuant to Section 301, a Bearer Security
may be delivered in connection with its original issuance only if the Person
entitled to receive such Bearer Security shall have furnished a certificate in
the form set forth in Exhibit A-1 to this Indenture, dated no earlier than 15
days prior to the earlier of the date on which such Bearer Security is delivered
and the date on which any temporary Security first becomes exchangeable for such
Bearer Security in accordance with the terms of such temporary Security and this
Indenture. If any Security shall be represented by a permanent global Bearer
Security, then, for purposes of this Section and Section 304, the notation of a
beneficial owner's interest therein upon original issuance of such Security or
upon exchange of a portion of a temporary global Security shall be deemed to be
delivery in connection with its original issuance of such beneficial owner's
interest in such permanent global Security. Except as permitted by Section 306,
the Trustee shall not authenticate and deliver any Bearer Security unless all
appurtenant coupons for interest then matured have been detached and cancelled.
If not all the Securities of any series are to be issued at one time and if the
Board Resolution, Officer's Certificate pursuant to a Board Resolution, or
supplemental indenture establishing such series shall so permit, such Company
Order may set forth procedures acceptable to the Trustee for the issuance of
such Securities and determining terms of particular Securities of such series
such as interest rate, maturity, date of issuance and date from which interest
shall accrue.

            In authenticating such Securities, and accepting the additional
responsibilities under this Indenture in relation to such Securities, the
Trustee shall be entitled to receive, and shall be fully protected in relying
upon, an Opinion of Counsel stating in effect (subject to customary exceptions):

            (a) that the form or forms of such Securities and any such
      Guarantees to be endorsed thereon and any coupons have been established in
      conformity with the provisions of this Indenture;

                                       25



            (b) that the terms of such Securities and any coupons have been
      established in conformity with the provisions of this Indenture;

            (c) that such Securities, together with any Guarantees endorsed
      thereon and any coupons appertaining thereto, when completed by
      appropriate insertions and executed and delivered by the Company to the
      Trustee for authentication in accordance with this Indenture,
      authenticated and delivered by the Trustee in accordance with this
      Indenture and issued by the Company in the manner and subject to any
      conditions specified in such Opinion of Counsel, will be the legal, valid
      and binding obligations of the Company and the Guarantor, respectively,
      enforceable in accordance with their terms, subject to the effect of any
      applicable bankruptcy, insolvency, reorganization, moratorium and other
      similar laws affecting creditors' rights generally (including without
      limitation on all laws relating to fraudulent transfers), to general
      principles of equity;

            (d) that all laws and requirements in respect of the execution and
      delivery by the Company and the Guarantor as applicable, of such
      Securities, Guarantees, any coupons and of the supplemental indentures, if
      any, have been complied with and that authentication and delivery of such
      Securities and any coupons and the execution and delivery of the
      supplemental indenture, if any, by the Trustee will not violate the terms
      of the Indenture;

            (e) that the Company has the corporate power to issue such
      Securities and any coupons, and has duly taken all necessary corporate
      action with respect to such issuance;

            (f) that the Guarantor has the corporate power to issue such
      Guarantees, and has taken all necessary corporate action with respect to
      such issuance; and

            (g) that the issuance of such Securities, Guarantees and any coupons
      will not contravene the articles of incorporation or by-laws of the
      Company or the Guarantor, as applicable, or result in any violation of any
      of the terms or provisions of any law or regulation or of any indenture,
      mortgage or other agreement known to such Counsel by which the Company or
      the Guarantor, as applicable, is bound.

            Notwithstanding the provisions of Section 301 and of the preceding
two paragraphs, if not all the Securities of any series are to be issued at one
time, it shall not be necessary to deliver the Officer's Certificate otherwise
required pursuant to Section 301 or the Company Order and Opinion of Counsel
otherwise required pursuant to the preceding two paragraphs prior to or at the
time of issuance of each Security, but such documents shall be delivered prior
to or at the time of issuance of the first Security of such series.

            The Trustee shall not be required to authenticate and deliver any
such Securities if the issue of such Securities pursuant to this Indenture will
affect the Trustee's own rights, duties or immunities under the Securities and
this Indenture or otherwise in a manner which is not reasonably acceptable to
the Trustee.

            Each Registered Security shall be dated the date of its
authentication and each Bearer Security shall be dated as of the date specified
as contemplated by Section 301.

                                       26



            No Security, no Guarantee endorsed thereon or coupon shall be
entitled to any benefit under this Indenture or be valid or obligatory for any
purpose unless there appears on such Security a certificate of authentication
substantially in the form provided for herein duly executed by the Trustee by
manual signature of an authorized officer, and such certificate upon any
Security shall be conclusive evidence, and the only evidence, that such Security
has been duly authenticated and delivered hereunder and is entitled to the
benefits of this Indenture. The delivery of any Security by the Trustee after
the authentication thereof shall constitute due delivery of any Guarantee
endorsed thereon on behalf of the Guarantor.

            Notwithstanding the foregoing, if any Security shall have been
authenticated and delivered hereunder but never issued and sold by the Company,
and the Company shall deliver such Security to the Trustee for cancellation as
provided in Section 310 together with a written statement (which need not comply
with Section 102 and need not be accompanied by an Opinion of Counsel) stating
that such Security has never been issued and sold by the Company, for all
purposes of this Indenture such Security shall be deemed never to have been
authenticated and delivered hereunder and shall never be entitled to the
benefits of this Indenture.

            SECTION 304. Temporary Securities. Pending the preparation of
definitive Securities of any series, the Company may execute, and upon Company
Order the Trustee shall authenticate and deliver, temporary Securities which are
printed, lithographed, typewritten, mimeographed or otherwise produced, in any
authorized denomination, substantially of the tenor of the definitive Securities
in lieu of which they are issued and, if applicable, having endorsed thereon
Guarantees duly executed by the Guarantor substantially of the tenor of the
definitive Guarantees, in registered form or, if authorized, in bearer form with
one or more coupons or without coupons, and with such appropriate insertions,
omissions, substitutions and other variations as conclusively the officers
executing such Securities, Guarantees or coupons may determine, as conclusively
evidenced by their execution of such Securities, Guarantees or coupons, as the
case may be. Such temporary Securities may be in global form.

            Except in the case of temporary Securities in global form (which
shall be exchanged in accordance with the provisions of the following
paragraphs), if temporary Securities of any series are issued, the Company will
cause definitive Securities of that series to be prepared without unreasonable
delay. After the preparation of definitive Securities of such series, the
temporary Securities of such series shall be exchangeable for definitive
Securities of such series upon surrender of the temporary Securities of such
series at the office or agency of the Company in a Place of Payment for that
series, without charge to the Holder. Upon surrender for cancellation of any one
or more temporary Securities of any series (accompanied by any unmatured coupons
appertaining thereto), the Company shall execute and the Trustee shall
authenticate and deliver in exchange therefor a like principal amount of
definitive Securities of the same series and of like tenor of authorized
denominations having, if applicable, endorsed thereon Guarantees duly executed
by the Guarantor; provided, however, that no definitive Bearer Security shall be
delivered in exchange for a temporary Registered Security; and provided further
that a definitive Bearer Security shall be delivered in exchange for a temporary
Bearer Security only in compliance with the conditions set forth in Section 303.
Until so exchanged the temporary Securities of any series shall in all respects
be entitled to the same benefits under this Indenture as definitive Securities
of such series.

                                       27



            If temporary Securities of any series are issued in global form, any
such temporary global Security shall, unless otherwise provided therein, be
delivered to the London office of a depositary or common depositary (the "Common
Depositary"), for the benefit of Euroclear and Clearstream, for credit to the
respective accounts of the beneficial owners of such Securities (or to such
other accounts as they may direct).

            Without unnecessary delay but in any event not later than the date
specified in, or determined pursuant to the terms of, any such temporary global
Security (the "Exchange Date"), the Company shall deliver to the Trustee
definitive Securities, in aggregate principal amount equal to the principal
amount of such temporary global Security and having, if applicable, endorsed
thereon Guarantees duly executed by the Guarantor, executed by the Company. On
or after the Exchange Date such temporary global Security shall be surrendered
by the Common Depositary to the Trustee, as the Company's agent for such
purpose, to be exchanged, in whole or from time to time in part, for definitive
Securities without charge and the Trustee shall authenticate and deliver, in
exchange for each portion of such temporary global Security, an equal aggregate
principal amount of definitive Securities of the same series of authorized
denominations and of like tenor as the portion of such temporary global Security
to be exchanged and, if applicable, having endorsed thereon Guarantees duly
executed by the Guarantor. The definitive Securities to be delivered in exchange
for any such temporary global Security shall be in bearer form, registered form,
permanent global bearer form or permanent global registered form, or any
combination thereof, as specified as contemplated by Section 301, and, if any
combination thereof is so specified, as requested by the beneficial owner
thereof; provided, however, that, unless otherwise specified in such temporary
global Security, upon such presentation by the Common Depositary, such temporary
global Security is accompanied by a certificate dated the Exchange Date or a
subsequent date and signed by Euroclear as to the portion of such temporary
global Security held for its account then to be exchanged and a certificate
dated the Exchange Date or a subsequent date and signed by Clearstream as to the
portion of such temporary global Security held for its account then to be
exchanged, each in the form set forth in Exhibit A-2 to this Indenture (or in
such other form as may be established pursuant to Section 301); and provided
further that definitive Bearer Securities shall be delivered in exchange for a
portion of a temporary global Security only in compliance with the requirements
of Section 303.

            Unless otherwise specified in such temporary global Security, the
interest of a beneficial owner of Securities of a series in a temporary global
Security shall be exchanged for definitive Securities of the same series and of
like tenor and, if applicable, having endorsed thereon Guarantees duly executed
by the Guarantor following the Exchange Date when the account holder instructs
Euroclear or Clearstream, as the case may be, to request such exchange on his
behalf and delivers to Euroclear or Clearstream, as the case may be, a
certificate in the form set forth in Exhibit A-1 to this Indenture (or in such
other form as may be established pursuant to Section 301), dated no earlier than
15 days prior to the Exchange Date, copies of which certificate shall be
available from the offices of Euroclear and Clearstream, the Trustee, any
Authenticating Agent appointed for such series of Securities and each Paying
Agent. Unless otherwise specified in such temporary global Security, any such
exchange shall be made free of charge to the beneficial owners of such temporary
global Security, except that a Person receiving definitive Securities must bear
the cost of insurance, postage, transportation and the like in the event that
such Person does not take delivery of such definitive Securities in person at
the offices

                                       28



of Euroclear or Clearstream. Definitive Securities in bearer form to be
delivered in exchange for any portion of a temporary global Security shall be
delivered only outside the United States.

            Until exchanged in full as hereinabove provided, the temporary
Securities of any series shall in all respects be entitled to the same benefits
under this Indenture as definitive Securities of the same series and of like
tenor authenticated and delivered hereunder, except that, unless otherwise
specified as contemplated by Section 301, interest payable on a temporary global
Security on an Interest Payment Date for Securities of such series occurring
prior to the applicable Exchange Date shall be payable to Euroclear and
Clearstream on such Interest Payment Date upon delivery by Euroclear and
Clearstream to the Trustee or the applicable Paying Agent of a certificate or
certificates in the form set forth in Exhibit A-2 to this Indenture (or in such
other form as may be established pursuant to Section 301), for credit without
further interest thereon on or after such Interest Payment Date to the
respective accounts of the Persons who are the beneficial owners of such
temporary global Security on such Interest Payment Date and who have each
delivered to Euroclear or Clearstream, as the case may be, a certificate dated
no earlier than 15 days prior to the Interest Payment Date occurring prior to
such Exchange Date in the form set forth in Exhibit A-1 to this Indenture (or in
such other form as may be established pursuant to Section 301). Notwithstanding
anything to the contrary herein contained, the certifications made pursuant to
this paragraph shall satisfy the certification requirements of the preceding two
paragraphs of this Section and of the third paragraph of Section 303 of this
Indenture and the interests of the Persons who are the beneficial owners of the
temporary global Security with respect to which such certification was made will
be exchanged for definitive Securities of the same series and of like tenor and,
if applicable, having endorsed thereon Guarantees duly executed by the Guarantor
on the Exchange Date or the date of certification if such date occurs after the
Exchange Date, without further act or deed by such beneficial owners. Except as
otherwise provided in this paragraph, no payments of principal (or premium, if
any) or interest, if any, owing with respect to a beneficial interest in a
temporary global Security will be made unless and until such interest in such
temporary global Security shall have been exchanged for an interest in a
definitive Security. Any interest so received by Euroclear and Clearstream and
not paid as herein provided shall be returned to the Trustee or the applicable
Paying Agent immediately prior to the expiration of two years after such
Interest Payment Date in order to be repaid to the Company in accordance with
(but otherwise subject to) Section 1003.

            SECTION 305. Registration, Registration of Transfer and Exchange.
The Company or the Trustee shall cause to be kept at the Corporate Trust Office
of the Trustee a register for each series of Securities (the registers
maintained in the Corporate Trust Office of the Trustee and in any other office
or agency of the Company in a Place of Payment being herein sometimes
collectively referred to as the "Security Register") in which, subject to such
reasonable regulations as it may prescribe, the Company shall provide for the
registration of Registered Securities and of transfers of Registered Securities;
provided, however, that there shall be only one Security Register per series of
Securities. The Security Register shall be in written form or any other form
capable of being converted into written form within a reasonable time. At all
reasonable times, the Security Register shall be open to inspection by the
Trustee. The Trustee is hereby initially appointed as security registrar (the
"Security Registrar") for the purpose of registering Registered Securities and
transfers of Registered Securities as herein provided and for facilitating
exchanges of temporary global Securities for permanent global

                                       29


Securities or definitive Securities, or both, or of permanent global Securities
for definitive Securities, as herein provided.

            Upon surrender for registration of transfer of any Registered
Security of any series at the office or agency in a Place of Payment for that
series, the Company shall execute, and the Trustee shall authenticate and
deliver, in the name of the designated transferee, one or more new Registered
Securities of the same series, of any authorized denominations and of a like
aggregate principal amount and tenor and, if applicable, having endorsed thereon
Guarantees duly executed by the Guarantor.

            At the option of the Holder, Registered Securities of any series may
be exchanged for other Registered Securities of the same series, of any
authorized denomination and of a like aggregate principal amount, upon surrender
of the Registered Securities to be exchanged at such office or agency. Whenever
any Registered Securities are so surrendered for exchange, the Company shall
execute, and the Trustee shall authenticate and deliver, the Registered
Securities which the Holder making the exchange is entitled to receive, having,
if applicable, endorsed thereon Guarantees duly executed by the Guarantor.
Unless otherwise specified with respect to any series of Securities as
contemplated by Section 301, Bearer Securities may not be issued in exchange for
Registered Securities.

            If (but only if) expressly permitted in or pursuant to the
applicable Board Resolution and (subject to Section 303) set forth in the
applicable Officer's Certificate, or in any indenture supplemental hereto,
delivered as contemplated by Section 301, at the option of the Holder, Bearer
Securities of any series may be exchanged for Registered Securities of the same
series of any authorized denomination and of a like aggregate principal amount
and tenor, upon surrender of the Bearer Securities to be exchanged at any such
office or agency, with all unmatured coupons and all matured coupons in default
thereto appertaining. If the Holder of a Bearer Security is unable to produce
any such unmatured coupon or coupons or matured coupon or coupons in default,
any such permitted exchange may be effected if the Bearer Securities are
accompanied by payment in funds acceptable to the Company in an amount equal to
the face amount of such missing coupon or coupons, or the surrender of such
missing coupon or coupons may be waived by the Company and the Trustee if there
is furnished to them such security or indemnity as they may require to save each
of them and any Paying Agent harmless. If thereafter the Holder of such Security
shall surrender to any Paying Agent any such missing coupon in respect of which
such a payment shall have been made, such Holder shall be entitled to receive
the amount of such payment; provided, however, that, except as otherwise
provided in Section 1002, interest represented by coupons shall be payable only
upon presentation and surrender of those coupons at an office or agency located
outside the United States. Notwithstanding the foregoing, in case a Bearer
Security of any series is surrendered at any such office or agency in a
permitted exchange for a Registered Security of the same series and like tenor
after the close of business at such office or agency on (i) any Regular Record
Date and before the opening of business at such office or agency on the relevant
Interest Payment Date, or (ii) any Special Record Date and before the opening of
business at such office or agency on the related proposed date for payment of
Defaulted Interest, such Bearer Security shall be surrendered without the coupon
relating to such Interest Payment Date or proposed date for payment, as the case
may be, and interest or Defaulted Interest, as the case may be, will not be
payable on such Interest Payment Date or proposed date for payment, as the case
may be, in

                                       30



respect of the Registered Security issued in exchange for such Bearer Security,
but will be payable only to the Holder of such coupon when due in accordance
with the provisions of this Indenture.

            Whenever any Securities are so surrendered for exchange, the Company
shall execute, and the Trustee shall authenticate and deliver, the Securities
that the Holder making the exchange is entitled to receive having, if
applicable, endorsed thereon Guarantees duly executed by the Guarantor.

            Notwithstanding the foregoing, except as otherwise specified as
contemplated by Section 301, any permanent global Security shall be exchangeable
only as provided in this paragraph. If any beneficial owner of an interest in a
permanent global Security is entitled to exchange such interest for Securities
of such series and of like tenor and principal amount of another authorized form
and denomination, as specified as contemplated by Section 301 and provided that
any applicable notice provided in the permanent global Security shall have been
given, then without unnecessary delay but in any event not later than the
earliest date on which such interest may be so exchanged, the Company shall
deliver to the Trustee definitive Securities of that series in aggregate
principal amount equal to the principal amount of such beneficial owner's
interest in such permanent global Security, executed by the Company and if
applicable, having, endorsed thereon Guarantees duly executed by the Guarantor.
On or after the earliest date on which such interests may be so exchanged, such
permanent global Security shall be surrendered by the Common Depositary or such
other depositary as shall be specified in the Company Order with respect thereto
to the Trustee, as the Company's agent for such purpose, to be exchanged, in
whole or from time to time in part, for definitive Securities without charge,
and the Trustee shall authenticate and deliver, in exchange for each portion of
such permanent global Security, an equal aggregate principal amount of
definitive Securities of the same series of authorized denominations and of like
tenor and, if applicable, having endorsed thereon Guarantees duly executed by
the Guarantor as the portion of such permanent global Security to be exchanged
which, unless the Securities of the series are not issuable both as Bearer
Securities and as Registered Securities, as specified as contemplated by Section
301, shall be in the form of Bearer Securities or Registered Securities, or any
combination thereof, as shall be specified by the beneficial owner thereof;
provided, however, that no such exchanges may occur during a period beginning at
the opening of business 15 days before any selection of Securities to be
redeemed and ending on the relevant Redemption Date if the Security for which
exchange is requested may be among those selected for redemption; and provided,
further, that no Bearer Security delivered in exchange for a portion of a
permanent global Security shall be mailed or otherwise delivered to any location
in the United States. If a Registered Security is issued in exchange for any
portion of a permanent global Security after the close of business at the office
or agency where such exchange occurs on (i) any Regular Record Date and before
the opening of business at such office or agency on the relevant Interest
Payment Date, or (ii) any Special Record Date and before the opening of business
at such office or agency on the related proposed date for payment of Defaulted
Interest, interest or Defaulted Interest, as the case may be, will not be
payable on such Interest Payment Date or proposed date for payment, as the case
may be, in respect of such Registered Security, but will be payable on such
Interest Payment Date or proposed date for payment, as the case may be, only to
the Person to whom interest in respect of such portion of such permanent global
Security is payable in accordance with the provisions of this Indenture.

                                       31



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

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

            No service charge shall be made for any registration of transfer or
exchange of Securities, but the Company may require payment of a sum sufficient
to cover any tax or other governmental charge that may be imposed in connection
with any registration of transfer or exchange of Securities, other than
exchanges pursuant to Section 304, 906, 1107 or 1305 not involving any transfer.

            If at any time the Depositary for any permanent global Registered
Securities of any series notifies the Company that it is unwilling or unable to
continue as Depositary for such permanent global Registered Securities or if at
any time the Depositary for such permanent global Registered Securities shall no
longer be eligible under applicable law, the Company shall appoint a successor
Depositary eligible under applicable law with respect to such permanent global
Registered Securities. If a successor Depositary eligible under applicable law
for such Registered Global Securities is not appointed by the Company within 90
days after the Company receives such notice or becomes aware of such
ineligibility, the Company will execute, and the Trustee, upon receipt of the
Company's order for the authentication and delivery of definitive Registered
Securities of such series and tenor, will authenticate and deliver such
definitive Registered Securities of such series and tenor, in any authorized
denominations, in an aggregate principal amount equal to the principal amount of
such permanent global Registered Securities, in exchange for such permanent
global Registered Securities.

            The Company may at any time and in its sole discretion determine
that any permanent global Registered Securities of any series shall no longer be
maintained in global form. In such event the Company will execute, and the
Trustee, upon receipt of the Company's order for the authentication and delivery
of definitive Registered Securities of such series and tenor, will authenticate
and deliver, definitive Registered Securities of such series and tenor in any
authorized denominations, in an aggregate principal amount equal to the
principal amount of such permanent global Registered Securities, in exchange for
such permanent global Registered Securities.

            The Company shall not be required (i) to issue, register the
transfer of or exchange Securities of any series during a period beginning at
the opening of business 15 days before the day of the selection for redemption
of Securities of that series under Section 1103 or 1203 and ending at the close
of business on (A) if Securities of the series are issuable only as Registered
Securities, the day of the mailing of the relevant notice of redemption and (B)
if Securities of the series are issuable as Bearer Securities, the day of the
first publication of the relevant notice of redemption or, if Securities of the
series are also issuable as Registered

                                       32



Securities and there is no publication, the mailing of the relevant notice of
redemption, or (ii) to register the transfer of or exchange any Registered
Security so selected for redemption in whole or in part, except the unredeemed
portion of any Security being redeemed in part, or (iii) to exchange any Bearer
Security so selected for redemption except that such a Bearer Security may be
exchanged for a Registered Security of that series and like tenor; provided that
such Registered Security shall be simultaneously surrendered for redemption, or
(iv) to issue, register the transfer of or exchange any Security which has been
surrendered for repayment at the option of the Holder, except the portion, if
any, of such Security not to be so repaid.

            The Trustee shall have no obligation or duty to monitor, determine
or inquire as to compliance with any restrictions on transfer that may be
imposed under this Indenture with respect to the Securities of any series
pursuant to the terms thereof established as contemplated by Section 301 or
under applicable law with respect to any transfer of any interest in any such
Security (including any transfers between or among any depositary (including any
Depositary or Common Depositary), or its nominee, as a Holder of a Security
issued in global form, any participants in such depositary or owners or holders
of beneficial interests in any such global Security) other than to require
delivery of such certificates and other documentation or evidence as are
expressly required by, and to do so if and when expressly required by, the terms
of such Securities if and as may be so established in respect of such
Securities, and to examine the same to determine substantial compliance as to
form with the express requirements thereof.

            SECTION 306. Mutilated, Destroyed, Lost and Stolen Securities. If
any mutilated Security or a Security with a mutilated coupon appertaining to it
is surrendered to the Trustee, the Company shall execute and the Trustee shall
authenticate and deliver in exchange therefor a new Security of the same series
and of like tenor and principal amount and bearing a number not
contemporaneously Outstanding, and having, if applicable, endorsed thereon
Guarantees duly executed by the Guarantor, with coupons corresponding to the
coupons, if any, appertaining to the surrendered Security, or, in case any such
mutilated Security or coupon has become or is about to become due and payable,
the Company in its discretion may, instead of issuing a new Security, with
coupons corresponding to the coupons, if any, appertaining to the surrendered
Security, pay such Security or coupon.

            If there shall be delivered to the Company, the Guarantor (if
related Guarantees are issued) and to the Trustee (i) evidence to their
satisfaction of the destruction, loss or theft of any Security or coupon and
(ii) such security or indemnity as may be required by them to save each of them
and any agent of either of them harmless, then, in the absence of notice to the
Company, the Guarantor or the Trustee that such Security or coupon has been
acquired by a bona fide purchaser, the Company shall execute and upon Company
Order the Trustee shall authenticate and deliver, in lieu of any such destroyed,
lost or stolen Security or in exchange for the Security to which a destroyed,
lost or stolen coupon appertains (with all appurtenant coupons not destroyed,
lost or stolen), a new Security of the same series and of like tenor and
principal amount and bearing a number not contemporaneously Outstanding, and
having, if applicable, endorsed thereon Guarantees duly executed by the
Guarantor, with coupons corresponding to the coupons, if any, appertaining to
such destroyed, lost or stolen Security or to the Security to which such
destroyed, lost or stolen coupon appertains.

                                       33



            Notwithstanding the provisions of the previous two paragraphs, in
case any such mutilated, destroyed, lost or stolen Security or coupon has become
or is about to become due and payable, the Company in its discretion may,
instead of issuing a new Security, with coupons corresponding to the coupons, if
any, appertaining to such mutilated, destroyed, lost or stolen Security or to
the Security to which such mutilated, destroyed, lost or stolen coupon
appertains, pay such Security or coupon; provided, however, that payment of
principal of (and premium, if any) and interest, if any, on Bearer Securities
shall, except as otherwise provided in Section 1002, be payable only at an
office or agency located outside the United States and, unless otherwise
specified as contemplated by Section 301, any interest on Bearer Securities
shall be payable only upon presentation and surrender of the coupons
appertaining thereto.

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

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

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

            SECTION 307. Payment of Interest; Interest Rights Preserved;
Optional Interest Reset. (a) Unless otherwise provided as contemplated by
Section 301 with respect to any series of Securities, interest, if any, on any
Registered Security which is payable, and is punctually paid or duly provided
for, on any Interest Payment Date shall be paid to the Person in whose name such
Security (or one or more Predecessor Securities) is registered at the close of
business on the Regular Record Date for such interest at the office or agency of
the Company maintained for such purpose pursuant to Section 1002; provided,
however, that each installment of interest, if any, on any Registered Security
may at the Company's option be paid by (i) mailing a check for such interest,
payable to or upon the written order of the Person entitled thereto pursuant to
Section 309, to the address of such Person as it appears on the Security
Register or (ii) transfer to an account located in the United States maintained
by the payee.

            Unless otherwise provided as contemplated by Section 301 with
respect to the Securities of any series, payment of interest, if any, may be
made, in the case of a Bearer Security, by transfer to an account located
outside the United States maintained by the payee.

                                       34



            Any interest on any Registered Security of any series which is
payable, but is not punctually paid or duly provided for, on any Interest
Payment Date shall forthwith cease to be payable to the Holder on the relevant
Regular Record Date by virtue of having been such Holder, and such defaulted
interest and, if applicable, interest on such defaulted interest (to the extent
lawful) at the rate specified in the Securities of such series (such defaulted
interest and, if applicable, interest thereon herein collectively called
"Defaulted Interest") may be paid by the Company, at its election in each case,
as provided in clause (1) or (2) below:

            (1) The Company may elect to make payment of any Defaulted Interest
      to the Persons in whose names the Registered Securities of such series (or
      their respective Predecessor Securities) are registered at the close of
      business on a Special Record Date for the payment of such Defaulted
      Interest, which shall be fixed in the following manner. The Company shall
      notify the Trustee in writing of the amount of Defaulted Interest proposed
      to be paid on each Registered Security of such series and the date of the
      proposed payment, and at the same time the Company shall deposit with the
      Trustee an amount of money in the Currency in which the Securities of such
      series are payable (except as otherwise specified pursuant to Section 301
      for the Securities of such series and except, if applicable, as provided
      in Sections 312(b), 312(d) and 312(e)) equal to the aggregate amount
      proposed to be paid in respect of such Defaulted Interest or shall make
      arrangements satisfactory to the Trustee for such deposit on or prior to
      the date of the proposed payment, such money when deposited to be held in
      trust for the benefit of the Persons entitled to such Defaulted Interest
      as in this clause provided. Thereupon the Trustee shall fix a Special
      Record Date for the payment of such Defaulted Interest that shall be not
      more than 15 days and not less than 10 days prior to the date of the
      proposed payment and not less than 10 days after the receipt by the
      Trustee of the notice of the proposed payment. The Trustee shall promptly
      notify the Company of such Special Record Date and, in the name and at the
      expense of the Company, shall cause notice of the proposed payment of such
      Defaulted Interest and the Special Record Date therefor to be given in the
      manner provided in Section 106, not less than 10 days prior to such
      Special Record Date. Notice of the proposed payment of such Defaulted
      Interest and the Special Record Date therefor having been so given, such
      Defaulted Interest shall be paid to the Persons in whose name the
      Registered Securities of such series (or their respective Predecessor
      Securities) are registered at the close of business on such Special Record
      Date and shall no longer be payable pursuant to the following clause (2).

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

            (b) The provisions of this Section 307(b) may be made applicable to
any series of Securities pursuant to Section 301 (with such modifications,
additions or substitutions as may be specified pursuant to such Section 301).
The interest rate (or the spread or spread multiplier used to calculate such
interest rate, if applicable) on any Security of such series may be reset by the
Company on the date or dates specified on the face of such Security (each an

                                       35



"Optional Reset Date"). The Company may exercise such option with respect to
such Security by notifying the Trustee of such exercise at least 50 but not more
than 60 days prior to an Optional Reset Date for such Security. Not later than
40 days prior to each Optional Reset Date, the Trustee shall transmit, in the
manner provided for in Section 106, to the Holder of any such Security a notice
(the "Reset Notice") indicating whether the Company has elected to reset the
interest rate (or the spread or spread multiplier used to calculate such
interest rate, if applicable), and if so (i) such new interest rate (or such new
spread or spread multiplier, if applicable) and (ii) the provisions, if any, for
redemption during the period from such Optional Reset Date to the next Optional
Reset Date or if there is no such next Optional Reset Date, to the date of
Maturity of such Security (each such period a "Subsequent Interest Period"),
including the date or dates on which or the period or periods during which and
the price or prices at which such redemption may occur during the Subsequent
Interest Period.

            Notwithstanding the foregoing, not later than 20 days prior to the
Optional Reset Date, the Company may, at its option, revoke the interest rate
(or the spread or spread multiplier used to calculate such interest rate, if
applicable) provided for in the Reset Notice and establish an interest rate (or
a spread or spread multiplier used to calculate such interest rate, if
applicable) that is higher than the interest rate (or the spread or spread
multiplier, if applicable) provided for in the Reset Notice, for the Subsequent
Interest Period by causing the Trustee to transmit, in the manner provided for
in Section 106, notice of such higher interest rate (or such higher spread or
spread multiplier, if applicable) to the Holder of such Security. Such notice
shall be irrevocable. All Securities with respect to which the interest rate (or
the spread or spread multiplier used to calculate such interest rate, if
applicable) is reset on an Optional Reset Date, and with respect to which the
Holders of such Securities have not tendered such Securities for repayment (or
have validly revoked any such tender) pursuant to the next succeeding paragraph,
will bear such higher interest rate (or such higher spread or spread multiplier,
if applicable).

            The Holder of any such Security will have the option to elect
repayment by the Company of the principal of such Security on each Optional
Reset Date at a price equal to the principal amount thereof plus interest
accrued to such Optional Reset Date. In order to obtain repayment on an Optional
Reset Date, the Holder must follow the procedures set forth in Article Thirteen
for repayment at the option of Holders except that the period for delivery or
notification to the Trustee shall be at least 25 but not more than 35 days prior
to such Optional Reset Date and except that, if the Holder has tendered any
Security for repayment pursuant to the Reset Notice, the Holder may, by written
notice to the Trustee, revoke such tender or repayment until the close of
business on the tenth day before such Optional Reset Date.

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

            SECTION 308. Optional Extension of Maturity. The provisions of this
Section 308 may be made applicable to any series of Securities pursuant to
Section 301 (with such modifications, additions or substitutions as may be
specified pursuant to such Section 301). The Maturity of any Security of such
series may be extended at the option of the Company for the period or periods
specified on the face of such Security (each an "Extension Period") up to but

                                       36



not beyond the final maturity date of Maturity as set forth on the face of such
Security (the "Stated Maturity"). The Company may exercise such option with
respect to any Security by notifying the Trustee of such exercise at least 50
but not more than 60 days prior to the Maturity of such Security in effect prior
to the exercise of such option. If the Company exercises such option, the
Trustee shall transmit, in the manner provided for in Section 106, to the Holder
of such Security not later than 40 days prior to the Maturity a notice (the
"Extension Notice") indicating (i) the election of the Company to extend the
Maturity, (ii) the new Maturity, (iii) the interest rate, if any, applicable to
the Extension Period and (iv) the provisions, if any, for redemption during such
Extension Period. Upon the Trustee's transmittal of the Extension Notice, the
Maturity of such Security shall be extended automatically and, except as
modified by the Extension Notice and as described in the next paragraph, such
Security will have the same terms as prior to the transmittal of such Extension
Notice.

            Notwithstanding the foregoing, not later than 20 days before the
Maturity of such Security, the Company may, at its option, revoke the interest
rate provided for in the Extension Notice and establish a higher interest rate
for the Extension Period by causing the Trustee to transmit, in the manner
provided for in Section 106, notice of such higher interest rate to the Holder
of such Security. Such notice shall be irrevocable. All Securities with respect
to which the Maturity is extended will bear such higher interest rate.

            If the Company extends the Maturity of any Security, the Holder will
have the option to elect repayment of such Security by the Company at Maturity
at a price equal to the principal amount thereof, plus interest accrued to such
date. In order to obtain repayment at Maturity once the Company has extended the
Maturity thereof, the Holder must follow the procedures set forth in Article
Thirteen for repayment at the option of Holders, except that the period for
delivery or notification to the Trustee shall be at least 25 but not more than
35 days prior to the Maturity and except that, if the Holder has tendered any
Security for repayment pursuant to an Extension Notice, the Holder may by
written notice to the Trustee revoke such tender for repayment until the close
of business on the tenth day before the Maturity.

            SECTION 309. Persons Deemed Owners. Prior to due presentment of a
Registered Security for registration of transfer, the Company, the Guarantor (if
the Guarantee is endorsed on such Registered Security), the Trustee and any
agent of the Company, the Guarantor (if the Guarantee is endorsed on such
Registered Security), or the Trustee may treat the Person in whose name such
Registered Security is registered as the absolute owner of such Registered
Security for the purpose of receiving payment of principal of (and premium, if
any) and (subject to Sections 305 and 307) interest, if any, on such Security
and for all other purposes whatsoever, whether or not such Security be overdue,
and none of the Company, the Guarantor (if a Guarantee is endorsed on such
Registered Security), the Trustee or any agent of the Company, the Guarantor (if
a Guarantee is endorsed on such Registered Security), or the Trustee shall be
affected by notice to the contrary.

            Title to any Bearer Security and any coupons appertaining thereto
shall pass by delivery. The Company, the Guarantor (if a Guarantee is endorsed
on such Bearer Security), the Trustee and any agent of the Company, the
Guarantor (if a Guarantee is endorsed on such Bearer Security), or the Trustee
may treat the bearer of any Bearer Security and the bearer of any coupon as the
absolute owner of such Security or coupon for the purpose of receiving payment

                                       37



thereof or on account thereof and for all other purposes whatsoever, whether or
not such Security or coupons be overdue, and none of the Company, the Guarantor
(if a Guarantee is endorsed on such Bearer Security), the Trustee or any agent
of the Company, the Guarantor (if a Guarantee is endorsed on such Bearer
Security), or the Trustee shall be affected by notice to the contrary.

            None of the Company, the Guarantor, the Trustee, any Paying Agent or
the Security Registrar shall have any responsibility or liability for any aspect
of the records relating to or payments made on account of beneficial ownership
interests of a Security in global form or for maintaining, supervising or
reviewing any records relating to such beneficial ownership interests. The
Company, the Guarantor, the Trustee and the Securities Registrar shall be
entitled to deal with any depositary (including any Depositary or Common
Depositary), and any nominee thereof, that is the Holder of any such global
Security for all purposes of this Indenture relating to such global Security
(including the payment of principal, premium, if any, and interest and
Additional Amounts, if any, the giving of instructions or directions by or to
the owner or holder of a beneficial ownership interest in such global Security)
as the sole Holder of such global Security and shall have no obligations to the
beneficial owners thereof. None of the Company, the Guarantor, the Trustee, any
Paying Agent or the Security Registrar shall have any responsibility or
liability for any acts or omissions of any such depositary with respect to such
global Security, for the records of any such depositary, including records in
respect of beneficial ownership interests in respect of any such global
Security, for any transactions between such depositary and any participant in
such depositary or between or among any such depositary, any such participant
and/or any holder or owner of a beneficial interest in such global Security or
for any transfers of beneficial interests in any such global Security.

            Notwithstanding the foregoing, with respect to any global Security,
nothing herein shall prevent the Company, the Guarantor, the Trustee, or any
agent of the Company the Guarantor, or the Trustee, from giving effect to any
written certification, proxy or other authorization furnished by any depositary
(including any Depositary or Common Depositary), as a Holder, with respect to
such global Security or impair, as between such depositary and owners of
beneficial interests in such global Security, the operation of customary
practices governing the exercise of the rights of such depositary (or its
nominee) as Holder of such global Security.

            SECTION 310. Cancellation. All Securities and coupons surrendered
for payment, redemption, repayment at the option of the Holder, registration of
transfer or exchange or for credit against any current or future sinking fund
payment shall, if surrendered to any Person other than the Trustee, be delivered
to the Trustee. All Securities and coupons so delivered to the Trustee shall be
promptly cancelled by it. The Company or the Guarantor may at any time deliver
to the Trustee for cancellation any Securities previously authenticated and
delivered hereunder which the Company or the Guarantor, as the case may be, may
have acquired in any manner whatsoever, and may deliver to the Trustee (or to
any other Person for delivery to the Trustee) for cancellation any Securities
previously authenticated hereunder which the Company has not issued and sold,
and all Securities so delivered shall be promptly cancelled by the Trustee. If
the Company or the Guarantor shall so acquire any of the Securities, however,
such acquisition shall not operate as a redemption or satisfaction of the
indebtedness represented by such Securities unless and until the same are
surrendered to the Trustee for cancellation. No Securities shall be
authenticated in lieu of or in exchange for any Securities cancelled as provided
in this Section, except as expressly permitted by this Indenture. All cancelled

                                       38



Securities and coupons held by the Trustee shall be disposed of by the Trustee
in accordance with its customary procedures and, if requested by the Company in
writing, certification of their disposal delivered to the Company, unless by
Company Order the Company shall timely direct that cancelled Securities be
returned to it.

            SECTION 311. Computation of Interest. Except as otherwise specified
as contemplated by Section 301 with respect to Securities of any series,
interest, if any, on the Securities of each series shall be computed on the
basis of a 360-day year of twelve 30-day months.

            SECTION 312. Currency and Manner of Payments in Respect of
Securities. (a) Unless otherwise specified with respect to any series of
Securities pursuant to Section 301, with respect to Registered Securities of any
series not permitting the election provided for in paragraph (b) below or the
Holders of which have not made the election provided for in paragraph (b) below,
and with respect to Bearer Securities of any series, except as provided in
paragraph (d) below, payment of the principal of (and premium, if any) and
interest, if any, on any Registered or Bearer Security of such series will be
made in the Currency in which such Registered Security or Bearer Security, as
the case may be, is payable. The provisions of this Section 312 may be modified
or superseded with respect to any Securities pursuant to Section 301.

            (b) It may be provided pursuant to Section 301 with respect to
Registered Securities of any series that Holders shall have the option, subject
to paragraphs (d) and (e) below, to receive payments of principal of (or
premium, if any) or interest, if any, on such Registered Securities in any of
the Currencies which may be designated for such election by delivering to the
Trustee a written election with signature guarantees and in the applicable form
established pursuant to Section 301, not later than the close of business on the
Election Date immediately preceding the applicable payment date. If a Holder so
elects to receive such payments in any such Currency, such election will remain
in effect for such Holder or any transferee of such Holder until changed by such
Holder or such transferee by written notice to the Trustee (but any such change
must be made not later than the close of business on the Election Date
immediately preceding the next payment date to be effective for the payment to
be made on such payment date and no such change of election may be made with
respect to payments to be made on any Registered Security of such series with
respect to which an Event of Default has occurred or with respect to which the
Company has deposited funds pursuant to Article Four or Fourteen or with respect
to which a notice of redemption has been given by the Company or a notice of
option to elect repayment has been sent by such Holder or such transferee). Any
Holder of any such Registered Security who shall not have delivered any such
election to the Trustee not later than the close of business on the applicable
Election Date will be paid the amount due on the applicable payment date in the
relevant Currency as provided in Section 312(a). The Trustee shall notify the
Exchange Rate Agent as soon as practicable after the Election Date of the
aggregate principal amount of Registered Securities for which Holders have made
such written election.

            (c) Unless otherwise specified pursuant to Section 301, if the
election referred to in paragraph (b) above has been provided for pursuant to
Section 301, then, unless otherwise specified pursuant to Section 301, not later
than the fourth Business Day after the Election Date

                                       39



for each payment date for Registered Securities of any series, the Exchange Rate
Agent will deliver to the Company a written notice specifying, in the Currency
in which Registered Securities of such series are payable, the respective
aggregate amounts of principal of (and premium, if any) and interest, if any, on
the Registered Securities to be paid on such payment date, specifying the
amounts in such Currency so payable in respect of the Registered Securities as
to which the Holders of Registered Securities of such series shall have elected
to be paid in another Currency as provided in paragraph (b) above. If the
election referred to in paragraph (b) above has been provided for pursuant to
Section 301 and if at least one Holder has made such election, then, unless
otherwise specified pursuant to Section 301, on the second Business Day
preceding such payment date the Company will deliver to the Trustee for such
series of Registered Securities an Exchange Rate Officer's Certificate in
respect of the Dollar or Foreign Currency payments to be made on such payment
date. Unless otherwise specified pursuant to Section 301, the Dollar or Foreign
Currency amount receivable by Holders of Registered Securities who have elected
payment in a Currency as provided in paragraph (b) above shall be determined by
the Company on the basis of the applicable Market Exchange Rate in effect on the
third Business Day (the "Valuation Date") immediately preceding each payment
date, and such determination shall be conclusive and binding for all purposes,
absent manifest error.

            (d) If a Conversion Event occurs with respect to a Foreign Currency
in which any of the Securities are denominated or payable other than pursuant to
an election provided for pursuant to paragraph (b) above, then with respect to
each date for the payment of principal of (and premium, if any) and interest, if
any, on the applicable Securities denominated or payable in such Foreign
Currency occurring after the last date on which such Foreign Currency was used
(the "Conversion Date"), the Dollar shall be the Currency of payment for use on
each such payment date. Unless otherwise specified pursuant to Section 301, the
Dollar amount to be paid by the Company to the Trustee and by the Trustee or any
Paying Agent to the Holders of such Securities with respect to such payment date
shall be, in the case of a Foreign Currency other than a currency unit, the
Dollar Equivalent of the Foreign Currency or, in the case of a currency unit,
the Dollar Equivalent of the Currency Unit, in each case as determined by the
Exchange Rate Agent in the manner provided in paragraph (f) or (g) below.

            (e) Unless otherwise specified pursuant to Section 301, if the
Holder of a Registered Security denominated in any Currency shall have elected
to be paid in another Currency as provided in paragraph (b) above, and a
Conversion Event occurs with respect to such elected Currency, such Holder shall
receive payment in the Currency in which payment would have been made in the
absence of such election; and if a Conversion Event occurs with respect to the
Currency in which payment would have been made in the absence of such election,
such Holder shall receive payment in Dollars as provided in paragraph (d) above.

            (f) The "Dollar Equivalent of the Foreign Currency" shall be
determined by the Exchange Rate Agent and shall be obtained for each subsequent
payment date by converting the specified Foreign Currency into Dollars at the
Market Exchange Rate on the Conversion Date.

            (g) The "Dollar Equivalent of the Currency Unit" shall be determined
by the Exchange Rate Agent and subject to the provisions of paragraph (h) below
shall be the sum of each amount obtained by converting the Specified Amount of
each Component Currency into

                                       40



Dollars at the Market Exchange Rate for such Component Currency on the Valuation
Date with respect to each payment.

            (h) For purposes of this Section 312 the following terms shall have
the following meanings:

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

            A "Specified Amount" of a Component Currency shall mean the number
      of units of such Component Currency or fractions thereof which were
      represented in the relevant currency unit, including, but not limited to,
      the Euro, on the Conversion Date. If after the Conversion Date the
      official unit of any Component Currency is altered by way of combination
      or subdivision, the Specified Amount of such Component Currency shall be
      divided or multiplied in the same proportion. If after the Conversion Date
      two or more Component Currencies are consolidated into a single currency,
      the respective Specified Amounts of such Component Currencies shall be
      replaced by an amount in such single Currency equal to the sum of the
      respective Specified Amounts of such consolidated Component Currencies
      expressed in such single Currency, and such amount shall thereafter be a
      Specified Amount and such single Currency shall thereafter be a Component
      Currency. If after the Conversion Date any Component Currency shall be
      divided into two or more currencies, the Specified Amount of such
      Component Currency shall be replaced by amounts of such two or more
      currencies, having an aggregate Dollar Equivalent value at the Market
      Exchange Rate on the date of such replacement equal to the Dollar
      Equivalent value of the Specified Amount of such former Component Currency
      at the Market Exchange Rate immediately before such division and such
      amounts shall thereafter be Specified Amounts and such currencies shall
      thereafter be Component Currencies. If, after the Conversion Date of the
      relevant currency unit, including, but not limited to, the Euro, a
      Conversion Event (other than any event referred to above in this
      definition of "Specified Amount") occurs with respect to any Component
      Currency of such currency unit and is continuing on the applicable
      Valuation Date, the Specified Amount of such Component Currency shall, for
      purposes of calculating the Dollar Equivalent of the Currency Unit, be
      converted into Dollars at the Market Exchange Rate in effect on the
      Conversion Date of such Component Currency.

            "Election Date" shall mean the date for any series of Registered
      Securities as specified pursuant to clause (13) of Section 301 by which
      the written election referred to in paragraph (b) above may be made.

            All decisions and determinations of the Exchange Rate Agent
regarding the Dollar Equivalent of the Foreign Currency, the Dollar Equivalent
of the Currency Unit, the Market Exchange Rate and changes in the Specified
Amounts as specified above shall be in its sole discretion and shall, in the
absence of manifest error, be conclusive for all purposes and irrevocably
binding upon the Company, the Trustee and all Holders of such Securities
denominated or payable in the relevant Currency. The Exchange Rate Agent shall
promptly give written notice to the Company and the Trustee of any such decision
or determination.

                                       41



            In the event that the Company determines in good faith that a
Conversion Event has occurred with respect to a Foreign Currency, the Company
will immediately give written notice thereof to the Trustee and to the Exchange
Rate Agent (and the Trustee will promptly thereafter give notice in the manner
provided for in Section 106 to the affected Holders) specifying the Conversion
Date. In the event the Company so determines that a Conversion Event has
occurred with respect to the Euro or any other currency unit in which Securities
are denominated or payable, the Company will immediately give written notice
thereof to the Trustee and to the Exchange Rate Agent (and the Trustee will
promptly thereafter give notice in the manner provided for in Section 106 to the
affected Holders) specifying the Conversion Date and the Specified Amount of
each Component Currency on the Conversion Date. In the event the Company
determines in good faith that any subsequent change in any Component Currency as
set forth in the definition of Specified Amount above has occurred, the Company
will similarly give written notice to the Trustee and the Exchange Rate Agent.
The Trustee shall be fully justified and protected in relying and acting upon
information received by it from the Company and the Exchange Rate Agent and
shall not otherwise have any duty or obligation to determine the accuracy or
validity of such information independent of the Company or the Exchange Rate
Agent.

            SECTION 313. Appointment and Resignation of Successor Exchange Rate
Agent. (a) Unless otherwise specified pursuant to Section 301, if and so long as
the Securities of any series (i) are denominated in a Currency other than
Dollars or (ii) may be payable in a Currency other than Dollars, or so long as
it is required under any other provision of this Indenture, then the Company
will maintain with respect to each such series of Securities, or as so required,
at least one Exchange Rate Agent. The Company will cause the Exchange Rate Agent
to make the necessary foreign exchange determinations at the time and in the
manner specified pursuant to Section 301 for the purpose of determining the
applicable rate of exchange and, if applicable, for the purpose of converting
the issued Currency into the applicable payment Currency for the payment of
principal (and premium, if any) and interest, if any, pursuant to Section 312.

            (b) No resignation of the Exchange Rate Agent and no appointment of
a successor Exchange Rate Agent pursuant to this Section shall become effective
until the acceptance of appointment by the successor Exchange Rate Agent as
evidenced by a written instrument delivered to the Company and the Trustee.

            (c) If the Exchange Rate Agent shall resign, be removed or become
incapable of acting, or if a vacancy shall occur in the office of the Exchange
Rate Agent for any cause with respect to the Securities of one or more series,
the Company, by or pursuant to a Board Resolution, shall promptly appoint a
successor Exchange Rate Agent or Exchange Rate Agents with respect to the
Securities of that or those series (it being understood that any such successor
Exchange Rate Agent may be appointed with respect to the Securities of one or
more or all of such series and that, unless otherwise specified pursuant to
Section 301, at any time there shall only be one Exchange Rate Agent with
respect to the Securities of any particular series that are originally issued by
the Company on the same date and that are initially denominated and/or payable
in the same Currency).

                                       42



                                  ARTICLE FOUR

                           SATISFACTION AND DISCHARGE

            SECTION 401. Satisfaction and Discharge of Indenture. This Indenture
shall upon Company Request cease to be of further effect with respect to any
series of Securities specified in such Company Request (except as to any
surviving rights of registration of transfer or exchange of Securities of such
series expressly provided for herein or pursuant hereto, and any right to
receive Additional Amounts, as contemplated by Section 1011) and the Trustee, at
the expense of the Company, shall execute proper instruments acknowledging
satisfaction and discharge of this Indenture as to such series when

            (1) either

                  (A) all Securities of such series theretofore authenticated
            and delivered and all coupons, if any, appertaining thereto (other
            than (i) coupons appertaining to Bearer Securities surrendered for
            exchange for Registered Securities and maturing after such exchange,
            whose surrender is not required or has been waived as provided in
            Section 305, (ii) Securities and coupons of such series which have
            been destroyed, lost or stolen and which have been replaced or paid
            as provided in Section 306, (iii) coupons appertaining to Securities
            called for redemption and maturing after the relevant Redemption
            Date, whose surrender has been waived as provided in Section 1106,
            and (iv) Securities and coupons of such series for whose payment
            money has theretofore been deposited in trust with the Trustee or
            any Paying Agent or segregated and held in trust by the Company or
            the Guarantor, as the case may be and thereafter repaid to the
            Company or the Guarantor, as the case may be, or discharged from
            such trust, as provided in Section 1003) have been delivered to the
            Trustee for cancellation; or

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

                        (i) have become due and payable, or

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

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

            and the Company, in the case of (i), (ii) or (iii) above, has
            irrevocably deposited or caused to be deposited with the Trustee as
            trust funds in trust for such purpose an amount in the Currency in
            which the Securities of such series are payable, sufficient to pay
            and discharge the entire indebtedness on such Securities and such

                                       43



            coupons not theretofore delivered to the Trustee for cancellation,
            for principal (and premium, if any) and interest, if any, to the
            date of such deposit (in the case of Securities which have become
            due and payable) or to the Stated Maturity or Redemption Date, as
            the case may be;

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

            (3) the Company has delivered to the Trustee an Officer's
      Certificate and an Opinion of Counsel, each stating that all conditions
      precedent herein provided for relating to the satisfaction and discharge
      of this Indenture as to such series have been complied with.

            Notwithstanding the satisfaction and discharge of this Indenture,
the obligations of the Company to the Trustee under Section 606, the obligations
of the Trustee to any Authenticating Agent under Section 611 and, if money shall
have been deposited with the Trustee pursuant to subclause (B) of clause (1) of
this Section, the obligations of the Trustee under Section 402 and the last
paragraph of Section 1003, the last sentence of Section 1011, and the
penultimate paragraph of Section 1405 shall survive.

            SECTION 402. Application of Trust Money. Subject to the provisions
of the last paragraph of Section 1003, all money deposited with the Trustee
pursuant to Section 401 shall be held in trust and applied by it, in accordance
with the provisions of the Securities, the coupons and this Indenture, to the
payment, either directly or through any Paying Agent (including the Company or
the Guarantor acting as its own Paying Agent) as the Trustee may determine, to
the Persons entitled thereto, of the principal (and premium, if any) and
interest, if any, for whose payment such money has been deposited with the
Trustee; but such money need not be segregated from other funds except to the
extent required by law. Money so held in trust is subject to the Trustee's
rights under Section 606.

                                  ARTICLE FIVE

                                    REMEDIES

            SECTION 501. Events of Default. "Event of Default," wherever used
herein with respect to Securities of any series, means any one of the following
events (whatever the reason for such Event of Default and whether it shall be
voluntary or involuntary or be effected by operation of law or pursuant to any
judgment, decree or order of any court or any order, rule or regulation of any
administrative or governmental body):

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

            (2) default in the payment of the principal of (or premium, if any,
      on) any Security of that series at its Maturity; or

                                       44



            (3) default in the deposit of any sinking fund payment, when and as
      due by the terms of the Securities of that series and Article Twelve; or

            (4) default in the performance, or breach, of any covenant or
      agreement of the Company or the Guarantor in this Indenture which affects
      or is applicable to the Securities of that series (other than a default in
      the performance or breach of a covenant or agreement is elsewhere in this
      Section specifically dealt with or which has expressly been included in
      this Indenture solely for the benefit of other series of Securities), and
      continuance of such default or breach for a period of 60 days after there
      has been given, by registered or certified mail, to the Company by the
      Trustee or to the Company and the Trustee by the Holders of at least 25%
      in principal amount of all Outstanding Securities of that series a written
      notice specifying such default or breach and requiring it to be remedied
      and stating that such notice is a "Notice of Default" hereunder; or

            (5) the Guarantee, if any, applicable to the Securities of that
      series ceases to be in full force and effect or is declared null and void
      or the Guarantor denies that it has any further liability under its
      Guarantee to the Holders of Securities of that series, or has given notice
      to such effect (other than by reason of the release of any such Guarantee
      in accordance with this Indenture), and such condition shall have
      continued for period of 30 days after written notice to the Company by the
      Trustee or to the Company and the Trustee by the Holders of at least 25%
      in principal amount of the Outstanding Securities of that series; or

            (6) default in the payment of principal when due or resulting in
      acceleration of other Indebtedness of the Company, or, if Guarantees are
      issued, the Guarantor, or any Significant Subsidiary for borrowed money
      where the aggregate principal amount with respect to which the default or
      acceleration has occurred exceeds $50 million and such acceleration has
      not been rescinded or annulled or such Indebtedness repaid within a period
      of 30 days after written notice to the Company by the Trustee or to the
      Company and the Trustee by the Holders of at least 25% in principal amount
      of all Outstanding Securities; provided that if any such default is cured,
      waived, rescinded or annulled, then the Event of Default by reason thereof
      would be deemed not to have occurred; or

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

                                       45



            (8) the commencement by the Company or, if Guarantees are issued,
      the Guarantor of a voluntary case or proceeding under Bankruptcy Law or of
      any other case or proceeding to be adjudicated a bankrupt or insolvent, or
      the consent by them to the entry of a decree or order for relief in
      respect of the Company or, if Guarantees are issued, the Guarantor is an
      involuntary case or proceeding under Bankruptcy Law or to the commencement
      of any bankruptcy or insolvency case or proceeding against them, or the
      filing by them of a petition or answer or consent seeking reorganization
      or relief under any applicable Federal or State law, or the consent by
      them to the filing of such petition or to the appointment of or taking
      possession by a custodian, receiver, liquidator, assignee, trustee,
      sequestrator or similar official of the Company or, if Guarantees are
      issued, the Guarantor or of any substantial part of their property, or the
      making by them of an assignment for the benefit of creditors, or the
      admission by them in writing of their inability to pay their debts
      generally as they become due; or

            (9) there occurs any other Event of Default provided pursuant to
      Section 301 or 901 with respect to Securities of that series.

            SECTION 502. Acceleration of Maturity; Rescission and Annulment. If
an Event of Default described in clause (1), (2), (3), (4), (5), (6) or (9) of
Section 501 with respect to Securities of any series at the time Outstanding
occurs and is continuing, then in every such case the Trustee or the Holders of
not less than 25% in principal amount of the Outstanding Securities of that
series may declare the principal amount (or, if the Securities of that series
are Original Issue Discount Securities or Indexed Securities, such portion of
the principal amount as may be specified in the terms of that series) of all of
the Outstanding Securities of that series and any accrued and unpaid cash
interest through the date of such declaration, to be due and payable
immediately, by a notice in writing to the Company (and to the Trustee if given
by Holders), and upon any such declaration such principal amount shall become
immediately due and payable.

            At any time after such a declaration of acceleration with respect to
Securities of any series (or of all series, as the case may be) has been made
and before a judgment or decree for payment of the money due has been obtained
by the Trustee as hereinafter in this Article provided, the Holders of a
majority in principal amount of the Outstanding Securities of that series (or of
all series, as the case may be) by written notice to the Company, the Guarantor,
if applicable, and the Trustee, may rescind and annul such declaration and its
consequences if:

            (1) the Company has paid or deposited with the Trustee a sum
      sufficient to pay in the Currency in which the Securities of such series
      are payable (except as otherwise specified pursuant to Section 301 for the
      Securities of such series and except, if applicable, as provided in
      Sections 312(b), 312(d) and 312(e)),

                  (A) all overdue interest, if any, on all Outstanding
            Securities of that series (or of all series, as the case may be) and
            any related coupons,

                  (B) all unpaid principal of (and premium, if any) any
            Outstanding Securities of that series (or of all series, as the case
            may be) which has become due otherwise than by such declaration of
            acceleration, and interest on such unpaid principal at the rate or
            rates prescribed therefor in such Securities,

                                       46



                  (C) to the extent that payment of such interest is
            enforceable under applicable law, interest upon overdue interest to
            the date of such payment or deposit at the rate or rates prescribed
            therefor in such Securities or, if no such rate or rates are so
            prescribed, at the rate borne by the Securities during the period of
            such default, and

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

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

If an Event of Default described in clause (7) or (8) occurs and is continuing,
then the principal amounts (or, if the Securities of that series are Original
Issue Discount Securities or Indexed Securities, such position of the principal
amount as may be specified in the terms of that series) of all the Securities
and then Outstanding, together with any accrued interest through the occurrence
of such Event of Default, shall become and be due and payable immediately,
without any declaration or other act by the Trustee or any other Holder.

            SECTION 503. Collection of Indebtedness and Suits for Enforcement by
Trustee. The Company covenants that (1) in case default shall be made in the
payment of any installment of interest on any Security of any series and any
related coupon, as and when the same shall become due and payable, and such
default shall have continued for a period of 90 days, or (2) in case default
shall be made in the payment of the principal (or premium, if any, on) any
Security of any series at its Maturity and such default shall have continued for
a period of five business days then, upon demand of the Trustee, the Company
will pay to the Trustee (such demand and payment in the case of Bearer
Securities to occur only outside of the United States, for the benefit of the
Holders of Securities of such series and coupons, the whole amount that then
shall have become due and payable on such Securities and coupons of that series
for principal and any premium or interest, or both, as the case may be, with
interest upon the overdue principal and (to the extent that payment of such
interest is enforceable under applicable law) upon overdue installments of
interest at the rate borne by or provided for in such Securities during the
period of such default; and, in addition thereto, such further amount as shall
be sufficient to cover reasonable compensation to the Trustee, its agents,
attorneys and counsel, and all other expenses and liabilities incurred, and all
advances made, by the Trustee except as a result of its negligence or bad faith.

            If an Event of Default with respect to Securities of any series (or
of all series, as the case may be) occurs and is continuing, the Trustee may in
its discretion proceed to protect and enforce its rights and the rights of the
Holders of Securities of such series (or of all series, as the case may be) and
any related coupons by such appropriate judicial proceedings as the Trustee
shall deem most effectual to protect and enforce any such rights, whether for
the specific

                                       47



enforcement of any covenant or agreement in this Indenture or in aid of the
exercise of any power granted herein, or to enforce any other proper remedy.

            SECTION 504. Trustee May File Proofs of Claim. In case of the
pendency of any receivership, insolvency, liquidation, bankruptcy,
reorganization, arrangement, adjustment, composition or other judicial
proceeding relative to the Company or the Guarantor (if any related Guarantees
are issued) or any other obligor upon the Securities of a series or the property
of the Company, the Guarantor (if any related Guarantees are issued) or of such
other obligor or their creditors, the Trustee, irrespective of whether the
principal of the Securities of any series shall then be due and payable as
therein expressed or by declaration or otherwise and irrespective of whether the
Trustee shall have made any demand on the Company or, if applicable, the
Guarantor for the payment of any overdue principal, premium, if any, or
interest, shall be entitled and empowered, by intervention in such proceeding or
otherwise,

            (1) to file and prove a claim for the whole amount of principal (and
      premium, if any) (or if the case of Original Issue Discount Securities or
      Indexed Securities, such portion of the principal amount as may be
      specified in the terms of such series) and interest, if any, owing and
      unpaid in respect of the Securities and to file such other papers or
      documents as may be necessary or advisable in order to have the claims of
      the Trustee (including any claim for the reasonable compensation,
      expenses, disbursements and advances of the Trustee, its agents and
      counsel) and of the Holders allowed in such judicial proceeding; and

            (2) to collect and receive any moneys or other property payable or
      deliverable on any such claims and to distribute the same (which
      distribution, in the case of Bearer Securities or coupons appertaining
      thereto, shall occur only outside the United States);

and any custodian, receiver, assignee, trustee, liquidator, sequestrator or
other similar official in any such judicial proceeding is hereby authorized by
each Holder to make such payments to the Trustee and, in the event that the
Trustee shall consent to the making of such payments directly to the Holders, to
pay to the Trustee any amount due it for the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel, and any other
amounts due the Trustee under Section 606.

            Nothing herein contained shall be deemed to authorize the Trustee to
authorize or consent to or accept or adopt on behalf of any Holder any plan of
reorganization, arrangement, adjustment or composition affecting the Securities
or coupons or the rights of any Holder thereof or to authorize the Trustee to
vote in respect of the claim of any Holder in any such proceeding.

            SECTION 505. Trustee May Enforce Claims Without Possession of
Securities. All rights of action and claims under this Indenture or the
Securities or coupons may be prosecuted and enforced by the Trustee without the
possession of any of the Securities or coupons or the production thereof in any
proceeding relating thereto, and any such proceeding instituted by the Trustee
shall be brought in its own name and as trustee of an express trust, and any
recovery of judgment shall, after provision for the payment of the reasonable
compensation, expenses, disbursements and advances of the Trustee, its agents
and counsel, be for the ratable

                                       48



benefit of the Holders of the Securities and coupons in respect of which such
judgment has been recovered.

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

            First: To the payment of all amounts due the Trustee under Section
      606;

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

            Third: To the payment of the remainder, if any, to the Company, or
      as a court of competent jurisdiction may direct in writing.

            SECTION 507. Limitation on Suits. No Holder of any Security of any
series or any related coupons shall have any right to institute any proceeding,
judicial or otherwise, with respect to this Indenture, or for the appointment of
a receiver or trustee, or for any other remedy hereunder, unless:

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

            (2) the Holders of not less than 25% in principal amount of the
      Outstanding Securities of that series in the case of any Event of Default
      described in clause (1), (2), (3), (4), (5) or (9) of Section 501, or, in
      the case of any Event of Default described in clause (6), (7) or (8) of
      Section 501, the Holders of not less than 25% in principal amount of all
      Outstanding Securities, shall have made written request to the Trustee to
      institute proceedings in respect of such Event of Default in its own name
      as Trustee hereunder;

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

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

            (5) no direction inconsistent with such written request shall have
      been given to the Trustee pursuant to Section 512 during such 60-day
      period by the Holders of a majority or more in principal amount of the
      Outstanding Securities of that series, in the

                                       49



      case of any Event of Default described in clause (1), (2), (3), (4), (5)
      or (9) of Section 501, or, in the case of any Event of Default described
      in clause (6), (7) or (8) of Section 501 by the Holders of a majority or
      more in principal amount of all Outstanding Securities;

it being understood and intended that no one or more of such Holders shall have
any right in any manner whatever by virtue of, or by availing of, any provision
of this Indenture to affect, disturb or prejudice the rights of any other
Holders of Securities of the same series, in the case of any Event of Default
described in clause (1), (2), (3), (4), (5) or (9) of Section 501, or of Holders
of all Securities in the case of any Event of Default described in clause (6),
(7) or (8) of Section 501, or to obtain or to seek to obtain priority or
preference over any other of such Holders or to enforce any right under this
Indenture, except in the manner herein provided and for the equal and ratable
and common benefit of all of such Holders of Securities of that same series in
the case of any Event of Default described in clause (1), (2), (3), (4), (5) or
(9) of Section 501, or of Holders of all Securities in the case of any Event of
Default described in clause (6), (7) or (8) of Section 501.

            SECTION 508. Unconditional Right of Holders to Receive Principal,
Premium and Interest. Notwithstanding any other provision in this Indenture, the
Holder of any Security shall have the right, which is absolute and
unconditional, to receive payment as provided herein and in such Security of the
principal and any premium and interest on such Security or payment of any
related coupon on the respective Stated Maturity or Maturities expressed in such
Security or coupon (or, in the case of redemption or repayment at the option of
the Holder, on the Redemption Date or Repayment Date, as the case may be) and to
institute suit for the enforcement of any such payment, and such rights shall
not be impaired without the consent of such Holder.

            SECTION 509. Restoration of Rights and Remedies. If the Trustee or
any Holder has instituted any proceeding to enforce any right or remedy under
this Indenture and such proceeding has been discontinued or abandoned for any
reason, or has been determined adversely to the Trustee or to such Holder, then
and in every such case, subject to any determination in such proceeding, the
Company, the Guarantor, the Trustee and the Holders shall be restored severally
and respectively to their former positions hereunder and thereafter all rights
and remedies of the Trustee and the Holders shall continue as though no such
proceeding had been instituted.

            SECTION 510. Rights and Remedies Cumulative. Except as otherwise
provided with respect to replacement or payment of mutilated, destroyed, lost or
stolen Securities or coupons in Section 306, no right or remedy herein conferred
upon or reserved to the Trustee or to the Holders of Securities and coupons is
intended to be exclusive of any other right or remedy, and every right and
remedy shall, to the extent permitted by law, be cumulative and in addition to
every other right and remedy given hereunder or now or hereafter existing at law
or in equity or otherwise. The assertion or employment of any right or remedy
hereunder, or otherwise, shall not prevent the concurrent assertion or
employment of any other appropriate right or remedy.

            SECTION 511. Delay or Omission Not Waiver. No delay or omission of
the Trustee or of any Holder of any Security or coupon to exercise any right or
remedy accruing

                                       50



upon any Event of Default shall impair any such right or remedy or constitute a
waiver of any such Event of Default or an acquiescence therein. Every right and
remedy given by this Article or by law to the Trustee or to the Holders may be
exercised from time to time, and as often as may be deemed expedient, by the
Trustee or by the Holders of Securities or coupons, as the case may be.

            SECTION 512. Control by Holders. With respect to the Securities of
any series, the Holders of not less than a majority in principal amount of the
Outstanding Securities of such series shall have the right to direct the time,
method and place of conducting any proceeding for any remedy available to the
Trustee, or exercising any trust or power conferred on the Trustee relating to
or arising under clause (1), (2), (3), (4), (5) or (9) of Section 501 and, with
respect to all Securities; provided, however, the Holders of not less than a
majority in principal amount of all Outstanding Securities shall have the right
to direct the time, method and place of conducting any proceeding for any remedy
available to the Trustee, or exercising any trust or power conferred on the
Trustee, not relating to or arising under clause (1), (2), (3), (4), (5) or (9)
of Section 501:

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

            (2) the Trustee may take any other action deemed proper by the
      Trustee which is not inconsistent with such direction,

            (3) such direction is not unduly prejudicial to the rights of
      Holders of Securities of such series not taking part in such direction,
      and

            (4) such direction would not involve the Trustee in personal
      liability, as the Trustee, upon being advised by counsel, shall reasonably
      determine.

            SECTION 513. Waiver of Past Defaults. Subject to Section 502, the
Holders of not less than a majority in principal amount of Outstanding
Securities of any series may on behalf of the Holders of all the Securities of
such series waive any past default waive any past default described in clause
(1), (2), (3), (4), (5) or (9) of Section 501 (or, in the case of a default
described in clause (6), (7) or (8) of Section 501, the Holders of not less than
a majority in principal amount of all Outstanding Securities may waive any such
past default), hereunder with respect to such series and its consequences,
except a default:

            (1) in respect of the payment of the principal of or any premium and
      interest on any Security or any related coupon, or

            (2) in respect of a covenant or provision hereof which under Article
      Nine cannot be modified or amended without the consent of the Holder of
      each Outstanding Security of such series affected.

            Upon any such waiver, any such default shall cease to exist, and any
Event of Default arising therefrom shall be deemed to have been cured, for every
purpose of this Indenture, and the Company, the Trustee and Holders shall be
restored to their former positions

                                       51



and rights hereunder, respectively; but no such waiver shall extend to any
subsequent or other default or Event of Default or impair any right consequent
thereon.

            SECTION 514. Undertaking for Costs. All parties to this Indenture
agree, and each Holder of any Security by his acceptance thereof shall be deemed
to have agreed, that any court may in its discretion require, in any suit for
the enforcement of any right or remedy under this Indenture, or in any suit
against the Trustee for any action taken, suffered or omitted by it as Trustee,
the filing by any party litigant in such suit of an undertaking to pay the costs
of such suit, and that such court may in its discretion assess reasonable costs,
including reasonable attorneys' fees and expenses, against any party litigant in
such suit, having due regard to the merits and good faith of the claims or
defenses made by such party litigant; but the provisions of this Section shall
not apply to any suit instituted by the Trustee, to any suit instituted by any
Holder, or group of Holders, holding in the aggregate more than 10% in principal
amount of the Outstanding Security, or to any suit instituted by any Holder for
the enforcement of the payment of the principal of (or premium if any, on) or
interest on any Securities on or after the Stated Maturity or Maturities
expressed in such Security (or, in the case of redemption, on or after the
Redemption Date).

            SECTION 515. Waiver of Stay or Extension Laws. Each of the Company
and the Guarantor covenants (to the extent that each may lawfully do so) that it
will not at any time insist upon, or plead, or in any manner whatsoever claim or
take the benefit or advantage of, any stay or extension law wherever enacted,
now or at any time hereafter in force, which may affect the covenants or the
performance of this Indenture; and each of the Company and the Guarantor (to the
extent that it may lawfully do so) hereby expressly waives all benefit or
advantage of any such law and covenants that it will not hinder, delay or impede
the execution of any power herein granted to the Trustee, but will suffer and
permit the execution of every such power as though no such law had been enacted.

                                   ARTICLE SIX

                                   THE TRUSTEE

            SECTION 601. Notice of Defaults. Within 90 days after the occurrence
of any Default hereunder with respect to the Securities of any series, the
Trustee shall transmit in the manner and to the extent provided in TIA Section
313(c), notice of such default hereunder known to a Responsible Officer of the
Trustee, unless such Default shall have been cured or waived; provided, however,
that, except in the case of a Default in the payment of the principal of (or
premium, if any) or interest, if any, on any Security of such series or in the
payment of any sinking fund installment with respect to Securities of such
series, the Trustee shall be protected in withholding such notice if and so long
as the board of directors, the executive committee or a trust committee of
directors and/or Responsible Officers of the Trustee in good faith determine
that the withholding of such notice is in the interest of the Holders of
Securities of such series and any related coupons; and provided further that in
the case of any default or breach of the character specified in Section 501(4)
with respect to Securities and coupons of such series, no such notice to Holders
shall be given until at least 30 days after the occurrence thereof.

                                       52



            SECTION 602. Certain Duties, Responsibilities and Rights of Trustee.
Subject to the provisions of TIA Sections 315(a) through 315(d):

            (1) except during the continuance of an Event of Default,

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

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

            (2) if any Event of Default has occurred and is continuing with
      respect to the Securities of any series, the Trustee shall exercise such
      of the rights and powers vested in it by this Indenture, and use the same
      degree of care and skill in their exercise, as a prudent person would
      exercise or use under the circumstances in the conduct of such person's
      own affairs;

            (3) the Trustee may not be relieved from liabilities for its own
      negligent action, its own negligent failure to act, or its own willful
      misconduct, except that:

                  (a)   this subparagraph (3) does not limit the effect of
                        subparagraph (1) of this paragraph or the penultimate
                        paragraph of this Section 602;

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

                  (c)   the Trustee shall not be liable with respect to any
                        action taken or omitted to be taken by it in good faith
                        in accordance with the direction of the Holders of a
                        majority in principal amount of the Outstanding
                        Securities of the affected series relating to the time,
                        method and place of conducting any proceeding for any
                        remedy available to the Trustee, or exercising any trust
                        or power conferred upon the Trustee, under this
                        Indenture;

            (4) the Trustee may conclusively rely and shall be fully protected
      in acting or refraining from acting upon any resolution, certificate,
      statement, instrument, opinion, report, notice, request, direction,
      consent, order, bond, debenture, note, other evidence of

                                       53



      indebtedness or other paper or document believed by it to be genuine and
      to have been signed or presented by the proper party or parties;

            (5) any request or direction of the Company or the Guarantor
      mentioned herein shall be sufficiently evidenced by a Company Request or
      Company Order or Guarantor Request or Guarantor Order, as the case may be,
      and any resolution of the Board of Directors of the Company or the
      Guarantor may be sufficiently evidenced by a Board Resolution;

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

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

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

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

            (10) the Trustee may execute any of the trusts or powers hereunder
      or perform any duties hereunder either directly or by or through agents,
      attorneys, custodians, or nominees and the Trustee shall not be
      responsible for any misconduct or negligence on the part of any agent,
      attorney, custodian, or nominee appointed with due care by it hereunder;

            (11) the Trustee shall not be liable for any action taken, suffered
      or omitted by it in good faith and believed by it to be authorized or
      within the discretion or rights or powers conferred upon it by this
      Indenture;

            (12) in the event that the Trustee is also acting as Paying Agent,
      Security Registrar or in any other capacity hereunder, the rights,
      privileges, protections,

                                       54



      immunities and benefits afforded to the Trustee pursuant to this Article
      Six, including, without limitation, its right to be indemnified, shall
      also be afforded to the Trustee in its capacity as such Paying Agent,
      Security Registrar or in such other capacity; and

            (13) the Trustee shall not be deemed to know or be charged with
      knowledge of any Default or Event of Default with respect to the
      Securities of any series for which it is acting as Trustee unless a
      Responsible Officer of the Trustee shall have received written notice
      thereof at the Corporate Trust Office of the Trustee from the Company or a
      Holder of such Securities and such notice references this Indenture and
      such Securities.

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

            Whether or not therein expressly so provided, every provision of
this Indenture relating to the conduct or affecting the liability of or
affording protection to the Trustee shall be subject to the provisions of this
Section 602.

            SECTION 603. Trustee Not Responsible for Recitals or Issuance of
Securities. The recitals contained herein and in the Securities, including any
Guarantees endorsed thereon, except for the Trustee's certificates of
authentication, and in any coupons shall be taken as the statements of the
Company or the Guarantor, as the case may be, and neither the Trustee nor any
Authenticating Agent assumes any responsibility for their correctness. The
Trustee makes no representations as to the validity or sufficiency of this
Indenture or of the Securities or coupons, except that the Trustee represents
that it is duly authorized to execute and deliver this Indenture, authenticate
the Securities and perform its obligations hereunder and that the statements
made by it in a Statement of Eligibility on Form T-1 supplied to the Company are
true and accurate, subject to the qualifications set forth therein. Neither the
Trustee nor any Authenticating Agent shall be accountable for the use or
application by the Company of Securities or the proceeds thereof.

            SECTION 604. May Hold Securities. The Trustee, any Authenticating
Agent, any Paying Agent, any Security Registrar or any other agent of the
Company, of the Guarantor, or of the Trustee, in its individual or any other
capacity, may become the owner or pledgee of Securities and coupons and, subject
to TIA Sections 310(b) and 311, may otherwise deal with the Company and the
Guarantor with the same rights it would have if it were not Trustee,
Authenticating Agent, Paying Agent, Security Registrar or such other agent.

            SECTION 605. Money Held in Trust. Money held by the Trustee in trust
hereunder need not be segregated from other funds except to the extent required
by law. The Trustee shall be under no liability for interest on any money
received by it hereunder except as otherwise agreed with the Company or the
Guarantor, as the case may be, for the investment thereof.

            SECTION 606. Compensation and Reimbursement. The Company agrees:

                                       55



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

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

            (3) to indemnify the Trustee and any predecessor trustee and its and
      their officers, directors, employees, and agents for, and to hold it or
      them harmless against, any loss, liability or expense incurred without
      gross negligence or willful misconduct on its or their part, arising out
      of or in connection with the acceptance or administration of the trust or
      trusts hereunder, including the costs and expenses (including reasonable
      fees and expenses of counsel) of defending itself or themselves against
      any claim or liability in connection with the exercise or performance of
      any of its or their powers or duties hereunder.

            The obligations of the Company under this Section to compensate the
Trustee, to pay or reimburse the Trustee for expenses, disbursements and
advances and to indemnify and hold harmless the Trustee shall constitute
additional indebtedness hereunder and shall survive the satisfaction and
discharge of this Indenture, the resignation or removal of the Trustee and the
termination of this Indenture for any reason. As security for the performance of
such obligations of the Company, the Trustee shall have a claim and lien prior
to the Securities upon all property and funds held or collected by the Trustee
as such, except funds held in trust for the payment of principal of (or premium,
if any) or interest, if any, on particular Securities or any coupons.

            When the Trustee incurs expenses or renders services in connection
with an Event of Default specified in Section 501(7) or (8), the expenses
(including reasonable charges and expense of its counsel) of and the
compensation for such services are intended to constitute expenses of
administration under any applicable Federal or State bankruptcy, insolvency or
other similar law.

            The provisions of this Section shall survive the satisfaction and
discharge of this Indenture, the termination of this Indenture for any reason
and the earlier resignation or removal of the Trustee.

            SECTION 607. Corporate Trustee Required; Eligibility; Conflicting
Interests; Disqualification. There shall be at all times a Trustee hereunder
which shall be eligible to act as Trustee under TIA Section 310(a)(1) and shall
have a combined capital and surplus of at least $50,000,000. If such corporation
publishes reports of condition at least annually, pursuant to law or to the
requirements of Federal, State, territorial or District of Columbia supervising
or examining authority, then for the purposes of this Section, the combined
capital and surplus of such corporation shall be deemed to be its combined
capital and surplus as set forth in its most recent report of condition so
published. If at any time the Trustee shall cease to be eligible in

                                       56



accordance with the provisions of this Section, it shall resign immediately in
the manner and with the effect hereinafter specified in this Article. If the
Trustee shall have or acquire any conflicting interest within the meaning of the
Trust Indenture Act, it shall either eliminate such conflicting interest or
resign to the extent, in the manner and with the effect, and subject to the
conditions, provided in the Trust Indenture Act and this Indenture. For purposes
of Section 310(b)(1) of the Trust Indenture Act and to the extent permitted
thereby, the Trustee, in its capacity as trustee in respect of the Securities of
any series, shall not be deemed to have a conflicting interest arising from its
capacity as trustee in respect of the Securities of any other series. Nothing
contained herein shall prevent the Trustee from filing the application provided
for in the second to last sentence of Section 310(b) of the Trust Indenture Act.

            SECTION 608. Resignation and Removal; Appointment of Successor. (a)
No resignation or removal of the Trustee and no appointment of a successor
Trustee pursuant to this Article shall become effective until the acceptance of
appointment by the successor Trustee in accordance with the applicable
requirements of Section 609 and any and all amounts then due and owing to the
Trustee hereunder have been paid in full.

            (b) The Trustee may resign at any time with respect to the
Securities of one or more series by giving written notice thereof to the Company
and, if applicable the Guarantor. If the instrument of acceptance by a successor
Trustee required by Section 609 shall not have been delivered to the Trustee
within 30 days after the giving of such notice of resignation, the resigning
Trustee may petition any court of competent jurisdiction for the appointment of
a successor Trustee with respect to the Securities of such series.

            (c) The Trustee may be removed at any time with respect to the
Securities of any series by Act of the Holders of not less than a majority in
principal amount of the Outstanding Securities of such series, delivered to the
Trustee and to the Company and, if applicable the Guarantor.

            (d) If at any time:

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

            (2) the Trustee shall cease to be eligible under Section 607 and
      shall fail to resign after written request therefor by the Company, the
      Guarantor or by any Holder who has been a bona fide Holder of a Security
      for at least six months, or

            (3) the Trustee shall become incapable of acting or shall be
      adjudged a bankrupt or insolvent or a receiver of the Trustee or of its
      property shall be appointed or any public officer shall take charge or
      control of the Trustee or of its property or affairs for the purpose of
      rehabilitation, conservation or liquidation,

then, in any such case, (i) the Company, by a Board Resolution, may remove the
Trustee with respect to all Securities, or (ii) subject to TIA Section 315(e),
any Holder who has been a bona fide Holder of a Security for at least six months
may, on behalf of himself and all others

                                       57



similarly situated, petition any court of competent jurisdiction for the removal
of the Trustee with respect to all Securities and the appointment of a successor
Trustee or Trustees.

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

            (f) The Company shall give notice of each resignation and each
removal of the Trustee with respect to the Securities of any series and each
appointment of a successor Trustee with respect to the Securities of any series
to the Holders of Securities of such series in the manner provided for in
Section 106. Each notice shall include the name of the successor Trustee with
respect to the Securities of such series and the address of its Corporate Trust
Office.

            SECTION 609. Acceptance of Appointment by Successor. In case of the
appointment hereunder of a successor Trustee with respect to all Securities,
every such successor Trustee so appointed shall execute, acknowledge and deliver
to the Company, the Guarantor and to the retiring Trustee an instrument
accepting such appointment, and thereupon the resignation or removal of the
retiring Trustee shall become effective and such successor Trustee, without any
further act, deed or conveyance, shall become vested with all the rights,
powers, trusts and duties of the retiring Trustee; but, on the request of the
Company, the Guarantor or the successor Trustee, such retiring Trustee shall,
upon payment of its charges, execute and deliver an instrument transferring to
such successor Trustee all the rights, powers and trusts of the retiring Trustee
and shall duly assign, transfer and deliver to such successor Trustee all
property and money held by such retiring Trustee hereunder, subject nevertheless
to its claim and lien provided for in Section 606.

            (a) In case of the appointment hereunder of a successor Trustee with
respect to the Securities of one or more (but not all) series, the Company, the
Guarantor, if applicable, the retiring Trustee and each successor Trustee with
respect to the Securities of one or more series shall execute and deliver an
indenture supplemental hereto wherein each successor Trustee shall accept such
appointment and which (1) shall contain such provisions as shall be necessary or
desirable to transfer and confirm to, and to vest in, each successor Trustee all
the rights,

                                       58



powers, trusts and duties of the retiring Trustee with respect to the Securities
of that or those series to which the appointment of such successor Trustee
relates, (2) if the retiring Trustee is not retiring with respect to all
Securities, shall contain such provisions as shall be deemed necessary or
desirable to confirm that all the rights, powers, trusts and duties of the
retiring Trustee with respect to the Securities of that or those series as to
which the retiring Trustee is not retiring shall continue to be vested in the
retiring Trustee, and (3) shall add to or change any of the provisions of this
Indenture as shall be necessary to provide for or facilitate the administration
of the trusts hereunder by more than one Trustee, it being understood that
nothing herein or in such supplemental indenture shall constitute such Trustees
co-trustees of the same trust and that each such Trustee shall be trustee of a
trust or trusts hereunder separate and apart from any trust or trusts hereunder
administered by any other such Trustee; and upon the execution and delivery of
such supplemental indenture the resignation or removal of the retiring Trustee
shall become effective to the extent provided therein and each such successor
Trustee, without any further act, deed or conveyance, shall become vested with
all the rights, powers, trusts and duties of the retiring Trustee with respect
to the Securities of that or those series to which the appointment of such
successor Trustee relates; but, on request of the Company, the Guarantor or any
successor Trustee, such retiring Trustee shall duly assign, transfer and deliver
to such successor Trustee all property and money held by such retiring Trustee
hereunder with respect to the Securities of that or those series to which the
appointment of such successor Trustee relates, subject nevertheless to its claim
and lien provided for in Section 606. Whenever there is a successor Trustee with
respect to one or more (but less than all) series of securities issued pursuant
to this Indenture, the terms "Indenture" and "Securities" shall have the
meanings specified in the provisos to the respective definitions of those terms
in Section 101 which contemplate such situation.

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

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

            SECTION 610. Merger, Conversion, Consolidation or Succession to
Business. Any corporation into which the Trustee may be merged or converted or
with which it may be consolidated, or any corporation resulting from any merger,
conversion or consolidation to which the Trustee shall be a party, or any
corporation succeeding to all or substantially all the corporate trust business
of the Trustee, shall be the successor of the Trustee hereunder, provided such
corporation shall be otherwise qualified and eligible under this Article,
without the execution or filing of any paper or any further act on the part of
any of the parties hereto. In case any Securities or coupons shall have been
authenticated, but not delivered, by the Trustee then in office, any successor
by merger, conversion or consolidation to such authenticating Trustee may adopt
such authentication and deliver the Securities or coupons so authenticated with
the same effect as if such successor Trustee had itself authenticated such
Securities or coupons. In case any of the Securities shall not have been
authenticated by such predecessor Trustee, any successor Trustee may
authenticate and deliver such Securities or coupons either in the name of any
predecessor hereunder or in the name of the successor Trustee. In all such cases
such certificates shall have the full force and effect which this Indenture
provides for the certificate of

                                       59



authentication of the Trustee; provided, however, that the right to adopt the
certificate of authentication of any predecessor Trustee or to authenticate
Securities in the name of any predecessor Trustee shall apply only to its
successor or successors by merger, conversion or consolidation.

            SECTION 611. Appointment of Authenticating Agent. At any time when
any of the Securities remain Outstanding, the Trustee may appoint an
Authenticating Agent or Agents with respect to one or more series of Securities
which shall be authorized to act on behalf of the Trustee to authenticate
Securities of such series and the Trustee shall give written notice of such
appointment to all Holders of Securities of the series with respect to which
such Authenticating Agent will serve, in the manner provided for in Section 106.
Securities so authenticated shall be entitled to the benefits of this Indenture
and shall be valid and obligatory for all purposes as if authenticated by the
Trustee hereunder. Any such appointment shall be evidenced by an instrument in
writing signed by a Responsible Officer of the Trustee, and a copy of such
instrument shall be promptly furnished to the Company. Wherever reference is
made in this Indenture to the authentication and delivery of Securities by the
Trustee or the Trustee's certificate of authentication, such reference shall be
deemed to include authentication and delivery on behalf of the Trustee by an
Authenticating Agent and a certificate of authentication executed on behalf of
the Trustee by an Authenticating Agent. Each Authenticating Agent shall be
acceptable to the Company and shall at all times be a corporation organized and
doing business under the laws of the United States of America, any state thereof
or the District of Columbia, authorized under such laws to act as Authenticating
Agent, having a combined capital and surplus of not less than $50,000,000 and
subject to supervision or examination by federal or state authority. If such
corporation publishes reports of condition at least annually, pursuant to law or
to the requirements of said supervising or examining authority, then for the
purposes of this Section, the combined capital and surplus of such corporation
shall be deemed to be its combined capital and surplus as set forth in its most
recent report of condition so published. If at any time an Authenticating Agent
shall cease to be eligible in accordance with the provisions of this Section, it
shall resign immediately in the manner and with the effect specified in this
Section.

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

            An Authenticating Agent may resign at any time by giving written
notice thereof to the Trustee and to the Company. The Trustee may at any time
terminate the agency of an Authenticating Agent by giving written notice thereof
to such Authenticating Agent and to the Company. Upon receiving such a notice of
resignation or upon such a termination, or in case at any time such
Authenticating Agent shall cease to be eligible in accordance with the
provisions of this Section, the Trustee may appoint a successor Authenticating
Agent which shall be acceptable to the Company and shall give written notice of
such appointment to all Holders of Securities of the series with respect to
which such Authenticating Agent will serve, in the manner

                                       60



provided for in Section 106. Any successor Authenticating Agent upon acceptance
of its appointment hereunder shall become vested with all the rights, powers and
duties of its predecessor hereunder, with like effect as if originally named as
an Authenticating Agent. No successor Authenticating Agent shall be appointed
unless eligible under the provisions of this Section.

            The Trustee agrees to pay to each Authenticating Agent from time to
time reasonable compensation for its services under this Section, and the
Trustee shall be entitled to be reimbursed for such payments, subject to the
provisions of Section 606.

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

            Dated: ____________________

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

                                       The Bank of New York Trust Company, N.A.,
                                       as Trustee

                                       By ______________________________
                                             as Authenticating Agent

                                       By ______________________________
                                             Authorized Officer

                                  ARTICLE SEVEN

          HOLDERS' LISTS AND REPORTS BY TRUSTEE, COMPANY AND GUARANTOR

            SECTION 701. Disclosure of Names and Addresses of Holders. Every
Holder of Securities or coupons, by receiving and holding the same, agrees with
the Company, the Guarantor and the Trustee that none of the Company, the
Guarantor or the Trustee or any agent of any of them shall be held accountable
by reason of the disclosure of any such information as to the names and
addresses of the Holders in accordance with TIA Section 312, regardless of the
source from which such information was derived, and that the Trustee shall not
be held accountable by reason of mailing any material pursuant to a request made
under TIA Section 312(b).

            SECTION 702. Reports by Trustee. Within 60 days after May 15 of each
year commencing with the first May 15 after the first issuance of Securities
pursuant to this Indenture, the Trustee shall transmit to the Holders of
Securities, in the manner and to the extent provided in TIA Section 313(c), a
brief report dated as of such May 15 if required by TIA Section 313(a).

                                       61



The Company will promptly notify the Trustee when any series of Securities are
listed on any stock exchange and of any delisting thereof.

            A copy of each such report shall, at the time of such transmission
to Holders, be filed by the Trustee with each stock exchange if any, upon which
the Securities are listed, with the Company and the Guarantor.

            SECTION 703. Reports by Company. The Company and so long as any
Securities in respect of which Guarantees are Outstanding, the Guarantor shall:

            (1) file with the Trustee, within 15 days after the Company or the
      Guarantor, as the case may be, has filed the same with the
      Commission, copies of the annual reports and of the information, documents
      and other reports (or copies of such portions of any of the foregoing as
      the Commission may from time to time by rules and regulations prescribe)
      which the Company or the Guarantor, as the case may be, may be required to
      file with the Commission pursuant to Section 13 or Section 15(d) of the
      Securities Exchange Act of 1934; or, if the Company or the Guarantor, as
      the case may be, is not required to file information, documents or reports
      pursuant to either of such Sections, then it shall file with the Trustee
      and the Commission, in accordance with rules and regulations prescribed
      from time to time by the Commission, such of the supplementary and
      periodic information, documents and reports which may be required pursuant
      to Section 13 of the Securities Exchange Act of 1934 in respect of a
      security listed and registered on a national securities exchange as may be
      prescribed from time to time in such rules and regulations;

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

            (3) transmit to all Holders, in the manner and to the extent
      provided in TIA Section 313(c), within 30 days after the filing thereof
      with the Trustee, such summaries of any information, documents and reports
      required to be filed by the Company or the Guarantor, as the case may be,
      pursuant to paragraphs (1) and (2) of this Section as may be required by
      rules and regulations prescribed from time to time by the Commission.

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

                                       62



                                  ARTICLE EIGHT

              CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE

            SECTION 801. Company and Guarantor May Consolidate, etc., Only on
Certain Terms. The Company or the Guarantor may not consolidate with or merge
into any other Person or convey, transfer or lease their properties and assets
substantially as an entirety to any Person, unless:

            (1) The successor or transferee Person, if other than the Company or
      the Guarantor, as the case may be) formed by such consolidation or into
      which the Company is merged is a corporation organized and existing under
      the laws of the United States, any state thereof or the District of
      Columbia and expressly assumes by an indenture supplemental hereto,
      executed and delivered to the Trustee, in form satisfactory to the
      Trustee, the due and punctual payment of the principal of (and premium, if
      any) and interest on each series of Outstanding Securities and the
      performance of every covenant of this Indenture on the part of the Company
      to be performed or observed by the Company or the Guarantor, as the case
      may be;

            (2) immediately after giving effect to such transaction, no Event of
      Default and no event which, after notice or lapse of time or both, would
      become an Event of Default shall have occurred and be continuing; and

            (3) the Company or the Guarantor, as the case may be, has delivered
      to the Trustee an Officer's Certificate and an Opinion of Counsel, each
      stating that such consolidation, merger, conveyance or transfer and, if a
      supplemental indenture is required in connection with such transaction,
      such supplemental indenture comply with this Article and that all
      conditions precedent herein provided for relating to such transaction have
      been complied with.

            SECTION 802. Successor Person Substituted. Upon any consolidation by
the Company or the Guarantor with or merger by the Company or the Guarantor, as
the case may be, with or into any other corporation or any conveyance, transfer
or lease of the properties and assets of the Company or the Guarantor, as the
case may be, substantially as an entirety to any Person in accordance with
Section 801, the successor Person formed by such consolidation or into which the
Company is merged or to which such conveyance, transfer or lease is made shall
succeed to, and be substituted for, and may exercise every right and power of,
and be subject to every obligation of, the Company or the Guarantor, as the case
may be, under this Indenture with the same effect as if such successor Person
had been named as the Company or the Guarantor, as the case may be, herein, and
in the event of any such conveyance or transfer, the Company or the Guarantor,
as the case may be (which terms shall for this purpose mean the Person named as
the "Company" or the "Guarantor", as the case may be, in the first paragraph of
this Indenture or any successor Person which shall theretofore become such in
the manner described in Section 801), except in the case of a lease, shall be
discharged of all obligations and covenants under this Indenture and the
Securities and any coupons appertaining thereto, or the Guarantees, as the case
may be, and may be dissolved and liquidated.

                                       63



                                  ARTICLE NINE

                             SUPPLEMENTAL INDENTURES

            SECTION 901. Supplemental Indentures Without Consent of Holders.
Without the consent of any Holders, the Company and if applicable, the
Guarantor, when authorized by or pursuant to a Board Resolution, and the
Trustee, at any time and from time to time, may enter into one or more
indentures supplemental hereto, in form satisfactory to the Trustee, for any of
the following purposes:

            (1) to evidence the succession of another Person to the Company or
      the Guarantor and the assumption by any such successor of the covenants of
      the Company or the Guarantor, as the case may be contained herein and in
      the Securities and the Guarantees in accordance with Article Eight; or

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

            (3) to add any additional Events of Default for the benefit of the
      Holders of all or any series of Securities and any related coupons (and if
      such Events of Default are to be for the benefit of less than all series
      of Securities, stating that such Events of Default are being included
      solely for the benefit of such series); or

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

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

            (6) to secure the Securities pursuant to the requirements of Section
      1009 or otherwise; or

            (7) to establish the form or terms of Securities of any series and
      any related coupons as permitted by Sections 201 and 301, including the
      provisions and procedures

                                       64



      relating to Securities convertible into or exchangeable for any securities
      of any Person (including the Company or Guarantor); or

            (8) to evidence and provide for the acceptance of appointment
      hereunder by a successor Trustee with respect to the Securities of one or
      more series and to add to or change any of the provisions of this
      Indenture as shall be necessary to provide for or facilitate the
      administration of the trusts hereunder by more than one Trustee, pursuant
      to the requirements of Section 609(b); or

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

            (10) to supplement any of the provisions of this Indenture to such
      extent as shall be necessary to permit or facilitate the defeasance and
      discharge of any series of Securities pursuant to Sections 401, 1402 and
      1403; provided that any such action shall not adversely affect the
      interests of the Holders of Securities of such series and any related
      coupons or any other series of Securities in any material respect.

            SECTION 902. Supplemental Indentures with Consent of Holders. With
the consent of the Holders of not less than a majority in principal amount of
all Outstanding Securities of each series affected by such supplemental
indenture, by Act of said Holders delivered to the Company and the Trustee, the
Company, and, if applicable, the Guarantor when authorized by or pursuant to a
Board Resolution, and the Trustee may enter into an indenture or indentures
supplemental hereto for the purpose of adding any provisions to or changing in
any manner or eliminating any of the provisions of this Indenture which affect
such series of Securities or of modifying in any manner the rights of the
Holders of Securities of such series under this Indenture; provided, however,
that no such supplemental indenture shall, without the consent of the Holder of
each Outstanding Security affected thereby,

            (1) change the Stated Maturity of the principal of (or premium, if
      any) or any installment of principal of or interest on any Security of
      such series; or the terms of any sinking fund with respect to any
      Security; or reduce the principal amount thereof (or premium, if any) or
      the rate of interest, if any, thereon, or any premium payable upon the
      redemption thereof, or repayment thereof, or repayment thereof at the
      option of the Holder, or change any obligation of the Company to pay
      Additional Amounts contemplated by Section 1011 (except as contemplated by
      Section 801(1) and permitted by Section 901(1)), or reduce the amount of
      the principal of an Original Issue Discount Security of such series that
      would be due and payable upon a declaration of acceleration of the
      Maturity thereof pursuant to Section 502, or upon the redemption thereof,
      or the amount thereof provable in bankruptcy pursuant to Section 504, or
      adversely affect any right of repayment at the option of any Holder of any
      Security of such series, or change any Place of Payment where, or the
      Currency in which, any Security of such series or any premium or interest
      thereon is payable; or impair the right to institute suit for the
      enforcement of any such payment on or after the Stated Maturity thereof
      (or, in the case

                                       65



      of redemption or repayment at the option of the Holder, on or after the
      Redemption Date or Repayment Date, as the case may be), or modify the
      provisions of this Indenture with respect to the mandatory redemption of
      Securities or repayment of the securities at the option of the Holder in a
      manner adverse to any Holder of any Securities or any coupons appertaining
      thereto, adversely affect any right to convert or exchange any Security as
      may be provided pursuant to Section 301 herein, or

            (2) reduce the percentage in principal amount of the Outstanding
      Securities of any series, the consent of whose Holders is required for any
      such supplemental indenture, for any waiver of compliance with certain
      provisions of this Indenture which affect such series or certain defaults
      applicable to such series hereunder and their consequences provided for in
      this Indenture, or reduce the requirements of Section 1504 for quorum or
      voting with respect to Securities of such series, or

            (3) modify any of the provisions of this Section or Section 513,
      except to increase any such percentage or to provide that certain other
      provisions of this Indenture which affect such series cannot be modified
      or waived without the consent of the Holder of each Outstanding Security
      affected thereby, or

            (4) reduce the terms and conditions of any obligations of the
      Guarantor in respect of the due and punctual payment of the principal of
      and premium, if any, and interest, if any, on any Security of such series.

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

            SECTION 903. Execution of Supplemental Indentures. In executing, or
accepting the additional trusts created by, any supplemental indenture permitted
by this Article or the modifications thereby of the trusts created by this
Indenture, the Trustee shall be entitled to receive, and shall be fully
protected in relying upon, an Opinion of Counsel stating that the execution of
such supplemental indenture is authorized or permitted by this Indenture. The
Trustee may, but shall not be obligated to, enter into any such supplemental
indenture which affects the Trustee's own rights, duties or immunities under
this Indenture or otherwise.

            SECTION 904. Effect of Supplemental Indentures. Upon the execution
of any supplemental indenture under this Article, this Indenture shall be
modified in accordance therewith, and such supplemental indenture shall form a
part of this Indenture for all purposes; and every Holder of Securities
theretofore or thereafter authenticated and delivered hereunder and of any
coupon appertaining thereto shall be bound thereby.

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

            SECTION 906. Reference in Securities to Supplemental Indentures.
Securities of any series authenticated and delivered after the execution of any
supplemental indenture pursuant to this Article may, and shall if required by
the Trustee, bear a notation in form

                                       66



approved by the Trustee as to any matter provided for in such supplemental
indenture. If the Company shall so determine, new Securities of any series so
modified as to conform, in the opinion of the Trustee, the Company and, if
applicable, the Guarantor, to any such supplemental indenture may be prepared
and executed by the Company having, if applicable, Guarantees endorsed thereon
and executed by the Guarantor, and authenticated and delivered (which delivery,
in the case of Bearer Securities, shall occur only outside the United States) by
the Trustee in exchange for Outstanding Securities of such series.

            SECTION 907. Notice of Supplemental Indentures. Promptly after the
execution by the Company and the Trustee of any supplemental indenture pursuant
to the provisions of Section 902, the Company shall give notice thereof to the
Holders of each Outstanding Security affected, in the manner provided for in
Section 106, setting forth in general terms the substance of such supplemental
indenture.

            SECTION 908. Effect on Senior Indebtedness. No supplemental
indenture shall adversely affect the rights of any holder of Senior Indebtedness
without the consent of such holder.

                                   ARTICLE TEN

                                    COVENANTS

            SECTION 1001. Payment of Principal, Premium, if Any, and Interest.
The Company covenants and agrees for the benefit of the Holders of each series
of Securities and any related coupons that it will duly and punctually pay the
principal of and any premium and interest on the Securities of that series in
accordance with the terms of the Securities, any coupons appertaining thereto
and this Indenture. Unless specified as contemplated by Section 301 with respect
to any series of Securities, any interest installments due on Bearer Securities
on or before Maturity shall be payable only upon presentation and surrender of
the several coupons for such interest installments as are evidenced thereby as
they severally mature.

            SECTION 1002. Maintenance of Office or Agency. If the Securities of
a series are issuable only as Registered Securities, the Company will maintain
in each Place of Payment for any series of Securities an office or agency where
the Securities may be presented or surrendered for payment, where the Securities
may be surrendered for registration of transfer or exchange, where Securities of
that series that are convertible or exchangeable may be surrendered for
conversion or exchange, as applicable, and where notices and demands to or upon
the Company in respect of the Securities and this Indenture may be served. The
Company will give prompt written notice to the Trustee of the location, and any
change in the location, of such office or agency. If at any time the Company
shall fail to maintain any such required office or agency or shall fail to
furnish the Trustee with the address thereof, such presentations, surrenders,
notices and demands may be made or served at the Corporate Trust Office of the
Trustee except that Bearer Securities of any series and related coupons may be
presented and surrendered for payment only outside the United States, at the
offices specified in the Security, and the Company hereby appoints the Trustee
as its agent to receive all such presentations, surrenders, notices and demands.
Unless otherwise specified with respect to any Securities as contemplated by
Section 301 with respect to a series of Securities, the Company hereby

                                       67



designates as a Place of Payment for each series of Securities the office or
agency of the Trustee in the Borough of Manhattan, The City of New York, and
initially appoints the Trustee at its Corporate Trust Office as Paying Agent in
such city and as its agent to receive all such presentations, surrenders,
notices and demands.

            Unless otherwise specified with respect to any Securities pursuant
to Section 301, no payment of principal, premium or interest on Bearer
Securities shall be made at any office or agency of the Company in the United
States or by check mailed to any address in the United States or by transfer to
an account maintained with a bank located in the United States; provided,
however, that, if the Securities of a series are payable in Dollars, payment of
principal of (and premium, if any) and interest, if any, on any Bearer Security
shall be made at the office of the Company's Paying Agent in The City of New
York, if (but only if) payment in Dollars of the full amount of such principal,
premium or interest, as the case may be, at all offices or agencies outside the
United States maintained for such purpose by the Company in accordance with this
Indenture is illegal or effectively precluded by exchange controls or other
similar restrictions.

            The Company may also from time to time designate one or more other
offices or agencies where the Securities of one or more series may be presented
or surrendered for any or all such purposes and may from time to time rescind
any such designation; provided, however, that no such designation or rescission
shall in any manner relieve the Company of its obligation to maintain an office
or agency in accordance with the requirements set forth above for Securities of
any series for such purposes. The Company will give prompt written notice to the
Trustee of any such designation or rescission and of any change in the location
of any such other office or agency. Unless otherwise specified with respect to
any Securities as contemplated by Section 301 with respect to a series of
Securities, the Company hereby designates as a Place of Payment for each series
of Securities the office or agency of the Trustee in the Borough of Manhattan,
The City of New York, and initially appoints the Trustee at its Corporate Trust
Office as Paying Agent in such city and as its agent to receive all such
respective presentations, surrenders, notices and demands.

            Unless otherwise specified with respect to any Securities pursuant
to Section 301, if and so long as the Securities of any series (i) are
denominated in a Currency other than Dollars or (ii) may be payable in a
Currency other than Dollars, or so long as it is required under any other
provision of the Indenture, then the Company will maintain with respect to each
such series of Securities, or as so required, at least one Exchange Rate Agent.

            SECTION 1003. Money for Securities Payments to Be Held in Trust. If
the Company or the Guarantor shall at any time act as its own Paying Agent with
respect to any series of Securities and any related coupons, it will, on or
before each due date of the principal of or any premium and interest on any of
the Securities of that series, segregate and hold in trust for the benefit of
the Persons entitled thereto a sum in the Currency in which the Securities of
such series are payable (except as otherwise specified pursuant to Section 301
for the Securities of such series and except, if applicable, as provided in
Sections 312(b), 312(d) and 312(e)) sufficient to pay the principal and any
premium and interest on Securities of such series so becoming due until such
sums shall be paid to such Persons or otherwise disposed of as herein provided
and will promptly notify the Trustee of its action or failure so to act.

                                       68



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

            The Company will cause each Paying Agent for any series of
Securities other than the Trustee to execute and deliver to the Trustee an
instrument in which such Paying Agent shall agree with the Trustee, subject to
the provisions of this Section, that such Paying Agent will (i) comply with the
provisions of the Trust Indenture Act applicable to it as a Paying Agent and
(ii) during the continuance of any default by the Company (or any other obligor
upon the Securities) in the making of any payment in respect of the Securities,
and upon written request of the Trustee, forthwith pay to the Trustee all sums
held in trust by such Paying Agent for payment in respect of the Securities.

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

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

            SECTION 1004. Statement by Officers as to Default. (a) The Company
and the Guarantor will deliver to the Trustee, within 120 days after the end of
each fiscal year of the Company ending after the date hereof, an Officers'
Certificate, one of the signers of which shall be the principal executive
officer, principal financial officer or principal accounting officer of the
Company or the Guarantor, as the case may be, stating whether or not to the best
knowledge of the signers thereof the Company or the Guarantor, as the case may
be is in default in the performance and observance of any of the terms,
provisions and conditions of this Indenture

                                       69



(without regard to any period of grace or requirement of notice provided
hereunder) and, if the Company or the Guarantor shall be in default, specifying
all such defaults and the nature and status thereof of which they may have
knowledge.

            (b) The Company and the Guarantor shall, so long as any of
Securities of any series are Outstanding, deliver to the Trustee, forthwith, but
in no event later than 30 Business Days, upon any Officer becoming aware of any
event which after notice or lapse of time would become a Default or Event of
Default under clauses (4) or (6) of Section 501, a notice specifying such
Default or Event of Default and what action the Company or the Guarantor, as the
case may be is taking or proposes to take with respect thereto.

            SECTION 1005. Existence. Subject to Article Eight, the Company and,
so long as any Securities in respect of which Guarantees have been issued are
Outstanding, the Guarantor will do or cause to be done all things necessary to
preserve and keep in full force and effect its existence, rights (charter and
statutory) and franchises; provided, however, that neither the Company nor the
Guarantor shall be required to preserve any such right or franchise if its Board
of Directors shall determine that the preservation thereof is no longer
desirable in the conduct of the business of the Company or the Guarantor, as the
case may be, and that the loss thereof is not disadvantageous in any material
respect to the Holders.

            SECTION 1006. Limitation on Liens. Unless otherwise indicated with
respect to the Securities, the Company and Holdings each agree that it will not,
and will not permit any Restricted Subsidiary to, create, incur, issue, assume
or guarantee any indebtedness for money borrowed ("Debt"), secured by a Mortgage
upon any Operating Property, or upon shares of capital stock or Debt issued by
any Restricted Subsidiary and owned by the Company or Holdings or any Restricted
Subsidiary, whether owned at the date of this Indenture or hereafter acquired,
without effectively providing concurrently that the Outstanding Securities under
this Indenture are secured equally and ratably with or, at the option of the
Company, prior to such Debt so long as such Debt shall be so secured. Unless, at
the time of such creation, incurrence, issuance, assumption or guarantee, after
giving effect thereto and to the retirement of any Debt which is concurrently
being retired, the aggregate amount of all such Debt secured by Mortgages which
would otherwise be subject to such restrictions (other than any Debt secured by
Mortgages permitted in clauses (1) through (7) of this Section 1006) plus all
Attributable Debt of the Company, Holdings, and the Restricted Subsidiaries in
respect of Sale and Leaseback Transactions with respect to Operating Properties
(with the exception of such Sale and Leaseback Transactions permitted under
clauses (1) through (4) of Section 1007) does not exceed 10% of Consolidated Net
Tangible Assets; provided, however, that this Section shall not apply to, and
there shall be excluded from Debt in any computation under this Section, Debt
secured by:

            (1) Mortgages on property existing at the time of the acquisition
      thereof;

            (2) Mortgages on property of a corporation existing at the time such
      corporation is merged into or consolidated with the Company, Holdings or a
      Restricted Subsidiary or at the time of a sale, lease or other disposition
      of the properties of such corporation (or a division thereof) as an
      entirety or substantially as an entirety to the Company, Holdings or a
      Restricted Subsidiary, provided that any such Mortgage does not

                                       70



            extend to any property owned by the Company, Holdings or any
      Restricted Subsidiary immediately prior to such merger, consolidation,
      sale, lease or disposition;

            (3) Mortgages on property of a corporation existing at the time such
      corporation becomes a Restricted Subsidiary;

            (4) Mortgages in favor of the Company, Holdings or a Restricted
      Subsidiary;

            (5) Mortgages to secure all or part of the cost of acquisition,
      construction, development or improvement of the underlying property, or to
      secure Debt incurred to provide funds for any such purpose, provided that
      the commitment of the creditor to extend the credit secured by any such
      Mortgage shall have been obtained no later than 360 days after the later
      of (a) the completion of the acquisition, construction, development or
      improvement of such property or (b) the placing in operation of such
      property;

            (6) Mortgages in favor of the United States of America or any State
      thereof, or any department, agency or instrumentality or political
      subdivision thereof, to secure partial, progress, advance or other
      payments; and

            (7) Mortgages existing on the date of this Indenture or any
      extension, renewal, replacement or refunding of any Debt secured by a
      Mortgage existing on the date of this Indenture or referred to in clauses
      (1) to (3) or (5) of this Section 1006, provided that any such extension,
      renewal, replacement or refunding of such Debt shall be created within 360
      days of repaying the Debt secured by the Mortgage referred to in clauses
      (1) to (3) or (5) and any such extension, renewal, replacement or
      refunding of such Debt shall be created within 360 days of repaying the
      Debt secured by the Mortgage referred to in clauses (1) to (3) or (5) and
      the principal amount of Debt secured thereby and not otherwise authorized
      by clauses (1) to (3) or (5) shall not exceed the principal amount of
      Debt, plus any premium or fee payable in connection with any such
      extension, renewal, replacement or refunding, so secured at the time of
      such extension, renewal, replacement or refunding.

            SECTION 1007. Limitation on Sale and Leaseback Transactions. Unless
otherwise indicated with respect to any series of Securities, the Company and
Holdings each agree as to the Securities, that it will not, and it will not
permit any Restricted Subsidiary to, enter into any Sale and Leaseback
Transaction with respect to any Operating Property unless:

            (1) the Sale and Leaseback Transaction is solely with the Company,
      Holdings or another Restricted Subsidiary;

            (2) the lease is for a period not in excess of twenty-four months,
      including renewals;

            (3) the Company, Holdings or such Restricted Subsidiary would (at
      the time of entering into such arrangement) be entitled as described in
      clauses (1) through (7) of Section 1006, without equally and ratably
      securing the Securities then outstanding under this Indenture, to create,
      incur, issue, assume or guarantee Debt secured by a Mortgage on

                                       71



      such Operating Property in the amount of the Attributable Debt arising
      from such Sale and Leaseback Transaction;

            (4) the Company, Holdings or such Restricted Subsidiary within 360
      days after the sale of such Operating Property in connection with such
      Sale and Leaseback Transaction is completed, applies an amount equal to
      the greater of (A) the net proceeds of the sale of such Operating Property
      or (B) the fair market value of such Operating Property to (i) the
      retirement of Securities, other Funded Debt of the Company or Holdings
      ranking on a parity with the Securities or Funded Debt of a Restricted
      Subsidiary or (ii) the purchase of Operating Property; or

            (5) the Attributable Debt of the Company, Holdings and its
      Restricted Subsidiaries in respect of such Sale and Leaseback Transaction
      and all other Sale and Leaseback Transactions entered into after the date
      of this Indenture (other than any such Sale and Leaseback Transactions as
      would be permitted as described in clauses (1) through (4) of this Section
      1007), plus the aggregate principal amount of Debt secured by Mortgages on
      Operating Properties then Outstanding (not including any such Debt secured
      by Mortgages described in clauses (1) through (7) of Section 1006) which
      do not equally and ratably secure such Outstanding Security (or secure
      such Outstanding Security on a basis that is prior to other Debt secured
      thereby), would not exceed 10% of Consolidated Net Tangible Assets.

            SECTION 1008. SEC and Other Reports. The Guarantor shall deliver to
the Trustee, within 15 days after it files such annual and quarterly reports,
information, documents and other reports with the SEC, copies of its annual
report and of the information, documents and other reports (or copies of such
portions of any of the foregoing as the SEC may by rules and regulations
prescribe) which the Guarantor is required to file with the SEC pursuant to
Section 13 or 15 (d) of the Exchange Act. The Guarantor also shall comply with
the provisions of TIA Section 314(a). Delivery of such reports, information and
documents to the Trustee is for informational purposes only and the Trustee's
receipt of the same shall not constitute constructive notice of any information
contained therein or determinable from information contained therein, including
the Guarantor's compliance with any of its covenants hereunder (as to which the
Trustee is entitled to rely exclusively on Officer's Certificate).

            SECTION 1009. Further Instruments and Acts. Upon request of the
Trustee or as otherwise necessary, the Company will execute and deliver such
further instruments and do such further acts or as otherwise necessary may be
reasonably necessary or proper to carry out more effectively the purposes of
this Indenture.

            SECTION 1010. Calculation of Original Issue Discount. Upon request
of the Trustee, the Company shall file with the Trustee promptly at the end of
each calendar year a written notice specifying the amount of original issue
discount (including daily rates and accrual periods), if any, accrued on
Outstanding Securities as of the end of such year.

            SECTION 1011. Additional Amounts. If any Securities of a series
provide for the payment of additional amounts to any Holder who is not a United
States person in respect of any tax, assessment or governmental charge
("Additional Amounts"), the Company will pay to

                                       72



the Holder of any Security of such series or any coupon appertaining thereto
such Additional Amounts as may be specified as contemplated by Section 301.
Whenever in this Indenture there is mentioned, in any context, the payment of
the principal (or premium, if any) or interest, if any, on, or in respect of,
any Security of a series or payment of any related coupon or the net proceeds
received on the sale or exchange of any Security of a series, such mention shall
be deemed to include mention of the payment of Additional Amounts provided for
by the terms of such series established pursuant to Section 301 to the extent
that, in such context, Additional Amounts are, were or would be payable in
respect thereof pursuant to such terms and express mention of the payment of
Additional Amounts (if applicable) in any provisions hereof shall not be
construed as excluding Additional Amounts in those provisions hereof where such
express mention is not made.

            Except as otherwise specified as contemplated by Section 301, if the
Securities of a series provide for the payment of Additional Amounts, at least
10 days prior to the first Interest Payment Date with respect to that series of
Securities (or if the Securities of that series will not bear interest prior to
Maturity, the first day on which a payment of principal (and premium, if any) is
made), and at least 10 days prior to each date of payment of principal (or
premium, if any) or interest if there has been any change with respect to the
matters set forth in the below-mentioned Officer's Certificate, the Company will
furnish the Trustee and the Company's principal Paying Agent or Paying Agents,
if other than the Trustee, with an Officer's Certificate instructing the Trustee
and such Paying Agent or Paying Agents whether such payment of principal,
premium or interest on the Securities of that series shall be made to Holders of
Securities of that series or any related coupons who are not United States
persons without withholding for or on account of any tax, assessment or other
governmental charge described in the Securities of the series. If any such
withholding shall be required, then such Officer's Certificate shall specify by
country the amount, if any, required to be withheld on such payments to such
Holders of Securities of that series or related coupons and the Company will pay
to the Trustee or such Paying Agent the Additional Amounts required by the terms
of such Securities. In the event that the Trustee or any Paying Agent, as the
case may be, shall not so receive the above-mentioned certificate, then the
Trustee or such Paying Agent shall be entitled to (i) assume that no such
withholding or deduction is required with respect to any payment of principal of
(or premium, if any) or interest, if any, on any Securities of a series or
related coupons until it shall have received a certificate advising otherwise
and (ii) to make all payments of principal of (and premium, if any) and
interest, if any, on the Securities of a series or related coupons without
withholding or deductions until otherwise advised. The Company covenants to
indemnify the Trustee, any Paying Agent, and their respective officers,
directors, employees, and agents for, and to hold them harmless against, any
loss, liability or expense reasonably incurred without negligence or bad faith
on their part arising out of or in connection with actions taken or omitted by
any of them in reliance on any Officer's Certificate furnished pursuant to this
Section. This sentence shall survive the termination of this Indenture and the
earlier resignation or removal of the Trustee.

            SECTION 1012. Waiver of Certain Covenants. The Company or the
Guarantor, if applicable, may, with respect to any series of Securities, omit in
any particular instance to comply with any term, provision or condition which
affects such series set forth in Sections 1005, 1006 and 1012, inclusive, or, as
specified pursuant to Section 301(15) for Securities of such series, in any
covenants of the Company added to Article Ten pursuant to Section 301(14)

                                       73



or Section 301(15) in connection with Securities of such series, if the Holders
of at least a majority in principal amount of all Outstanding Securities
affected by such term, provision or condition, by Act of such Holders, waive
such compliance in such instance with such term, provision or condition, but no
such waiver shall extend to or affect such term, provision or condition except
to the extent so expressly waived, and, until such waiver shall become
effective, the obligations of the Company and the duties of the Trustee to
Holders of Securities of such series in respect of any such term, provision or
condition shall remain in full force and effect.

                                 ARTICLE ELEVEN

                            REDEMPTION OF SECURITIES

            SECTION 1101. Applicability of Article. Securities of any series
which are redeemable before their Stated Maturity shall be redeemable in
accordance with the terms of such Securities and (except as otherwise specified
as contemplated by Section 301 for Securities of any series) in accordance with
this Article.

            SECTION 1102. Election to Redeem; Notice to Trustee. The election of
the Company to redeem any Securities shall be evidenced by or pursuant to a
Board Resolution. In case of any redemption at the election of the Company, the
Company shall, at least 60 days prior to the Redemption Date fixed by the
Company (unless a shorter notice shall be satisfactory to the Trustee), notify
the Trustee of such Redemption Date and of the principal amount of Securities of
such series to be redeemed and shall deliver to the Trustee such documentation
and records as shall enable the Trustee to select the Securities to be redeemed
pursuant to Section 1103. In the case of any redemption of Securities prior to
the expiration of any restriction on such redemption provided in the terms of
such Securities or elsewhere in this Indenture, the Company shall furnish the
Trustee with an Officer's Certificate evidencing compliance with such
restriction.

            SECTION 1103. Selection by Trustee of Securities to Be Redeemed. If
less than all the Securities of any series are to be redeemed, the particular
Securities to be redeemed shall be selected not more than 60 days prior to the
Redemption Date by the Trustee, from the Outstanding Securities of such series
not previously called for redemption, by such method as the Trustee shall deem
fair and appropriate and which may provide for the selection for redemption of
portions of the principal of Securities of such series; provided, however, that
no such partial redemption shall reduce the portion of the principal amount of a
Security not redeemed to less than the minimum authorized denomination for
Securities of such series established pursuant to Section 301.

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

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

                                       74



            SECTION 1104. Notice of Redemption. Except as otherwise specified as
contemplated by Section 301 for Securities of any series, notice of redemption
shall be given in the manner provided for in Section 106 not less than 30 nor
more than 60 days prior to the Redemption Date, to each Holder of Securities to
be redeemed.

            Except as otherwise specified as contemplated by Section 301 for
Securities of any series, all notices of redemption shall state:

            (1) the Redemption Date,

            (2) the Redemption Price (if known) or the formula pursuant to which
      the Redemption Price is to be determined if the Redemption Price cannot be
      determined at the time the notice is given,

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

            (4) in case any Security is to be redeemed in part only, the notice
      which relates to such Security shall state that on and after the
      Redemption Date, upon surrender of such Security, the holder will receive,
      without charge, a new Security or Securities of authorized denominations
      for the principal amount thereof remaining unredeemed,

            (5) that on the Redemption Date, the Redemption Price and accrued
      interest, if any, to the Redemption Date payable as provided in Section
      1106 will become due and payable upon each such Security, or the portion
      thereof, to be redeemed and, if applicable, that interest thereon will
      cease to accrue on and after said date,

            (6) the Place or Places of Payment (which in the case of Bearer
      Securities shall be outside the United States) where such Securities,
      together in the case of Bearer Securities with all coupons appertaining
      thereto, if any, maturing after the Redemption Date, are to be surrendered
      for payment of the Redemption Price and accrued interest, if any,

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

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

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

                                       75



            (10) the CUSIP, ISIN or other similar numbers, if any, assigned to
      such Securities; provided, however, that such notice may state that no
      representation is made as to the correctness of CUSIP, ISIN or other
      similar numbers, in which case none of the Company, the Trustee or any
      agent of the Company or the Trustee shall have any liability in respect of
      the use of any CUSIP, ISIN or other similar number or numbers on such
      notices, and the redemption of such Securities shall not be affected by
      any defect in or omission of such numbers, and

            (11) such other matters as the Company shall deem desirable or
      appropriate.

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

            SECTION 1105. Deposit of Redemption Price. On or prior to any
Redemption Date, the Company shall deposit with the Trustee or with a Paying
Agent (or, if the Company is acting as its own Paying Agent, which it may not do
in the case of a sinking fund payment under Article Twelve, segregate and hold
in trust as provided in Section 1003) an amount of money in the Currency in
which the Securities of such series are payable (except as otherwise specified
pursuant to Section 301 for the Securities of such series and except, if
applicable, as provided in Sections 312(b), 312(d) and 312(e)) sufficient to pay
on the Redemption Date the Redemption Price of, and (except if the Redemption
Date shall be an Interest Payment Date) accrued interest, if any, on, all the
Securities or portions thereof which are to be redeemed on that date.

            SECTION 1106. Securities Payable on Redemption Date. Notice of
redemption having been given as aforesaid, the Securities so to be redeemed
shall, on the Redemption Date, become due and payable at the Redemption Price
therein specified in the Currency in which the Securities of such series are
payable (except as otherwise specified pursuant to Section 301 for the
Securities of such series and except, if applicable, as provided in Sections
312(b), 312(d) and 312(e)) (together with accrued interest, if any, to the
Redemption Date), and from and after such date (unless the Company and, if
applicable, the Guarantor shall default in the payment of the Redemption Price
and accrued interest, if any) such Securities shall, if the same were
interest-bearing, cease to bear interest and the coupons for such interest
appertaining to any Bearer Securities so to be redeemed, except to the extent
provided below, shall be void. Upon surrender of any such Security for
redemption in accordance with said notice, together with all coupons, if any,
appertaining thereto maturing after the Redemption Date, such Security shall be
paid by the Company at the Redemption Price, together with accrued interest, if
any, to the Redemption Date; provided, however, that installments of interest on
Bearer Securities whose Stated Maturity is on or prior to the Redemption Date
shall be payable only at an office or agency located outside the United States
(except as otherwise provided in Section 1002) and, unless otherwise specified
as contemplated by Section 301, only upon presentation and surrender of coupons
for such interest; and provided further that installments of interest on
Registered Securities whose Stated Maturity is on or prior to the Redemption
Date shall be payable to the Holders of such Securities, or one or more
Predecessor Securities, registered as such at the close of business on the
relevant Record Dates according to their terms and the provisions of Section
307.

                                       76



            If any Bearer Security surrendered for redemption shall not be
accompanied by all appurtenant coupons maturing after the Redemption Date, such
Security may be paid after deducting from the Redemption Price an amount equal
to the face amount of all such missing coupons, or the surrender of such missing
coupon or coupons may be waived by the Company and the Trustee if there be
furnished to them such security or indemnity as they may require to save each of
them and any Paying Agent harmless. If thereafter the Holder of such Security
shall surrender to the Trustee or any Paying Agent any such missing coupon in
respect of which a deduction shall have been made from the Redemption Price,
such Holder shall be entitled to receive the amount so deducted; provided,
however, that interest represented by coupons shall be payable only at an office
or agency located outside the United States (except as otherwise provided in
Section 1002) and, unless otherwise specified as contemplated by Section 301,
only upon presentation and surrender of those coupons.

            If any Security called for redemption shall not be so paid upon
surrender thereof for redemption, the principal (and premium, if any) shall,
until paid, bear interest from the Redemption Date at the rate of interest or
Yield to Maturity (in the case of Original Issue Discount Securities) set forth
in such Security.

            SECTION 1107. Securities Redeemed in Part. Any Security which is to
be redeemed only in part (pursuant to the provisions of this Article or of
Article Twelve) shall be surrendered at a Place of Payment therefor (with, if
the Company, the Guarantor or the Trustee so requires, due endorsement by, or a
written instrument of transfer in form satisfactory to the Company, the
Guarantor and the Trustee duly executed by, the Holder thereof or such Holder's
attorney duly authorized in writing), and the Company shall execute, and the
Trustee shall authenticate and deliver to the Holder of such Security without
service charge, a new Security or Securities of the same series and of like
tenor, of any authorized denomination as requested by such Holder, in aggregate
principal amount equal to and in exchange for the unredeemed portion of the
principal of the Security so surrendered, with, if applicable, Guarantees
endorsed thereon duly executed by the Guarantor.

                                 ARTICLE TWELVE

                                  SINKING FUNDS

            SECTION 1201. Applicability of Article. Retirements of Securities of
any series pursuant to any sinking fund shall be made in accordance with the
terms of such Securities and (except as otherwise specified as contemplated by
Section 301 for Securities of any series) in accordance with this Article.

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

                                       77



            SECTION 1202. Satisfaction of Sinking Fund Payments with Securities.
Subject to Section 1203, in lieu of making all or any part of any mandatory
sinking fund payment with respect to any Securities of a series in cash, the
Company may at its option (1) deliver to the Trustee Outstanding Securities of a
series (other than any previously called for redemption) theretofore purchased
or otherwise acquired by the Company, together, in the case of any Bearer
Securities of such series, with all unmatured coupons appertaining thereto,
and/or (2) receive credit for the principal amount of Securities of such series
which have been previously delivered to the Trustee by the Company or for
Securities of such series which have been redeemed either at the election of the
Company pursuant to the terms of such Securities or through the application of
permitted optional sinking fund payments pursuant to the terms of such
Securities, in each case in satisfaction of all or any part of any mandatory
sinking fund payment with respect to the Securities of the same series required
to be made pursuant to the terms of such Securities as provided for by the terms
of such series; provided, however, that such Securities have not been previously
so credited. Such Securities shall be received and credited for such purpose by
the Trustee at the Redemption Price specified in such Securities for redemption
through operation of the sinking fund and the amount of such mandatory sinking
fund payment shall be reduced accordingly.

            SECTION 1203. Redemption of Securities for Sinking Fund. Not less
than 60 days prior to each sinking fund payment date for any series of
Securities, the Company will deliver to the Trustee an Officer's Certificate
specifying the amount of the next ensuing sinking fund payment for that series
pursuant to the terms of that series, the portion thereof, if any, which is to
be satisfied by payment of cash in the Currency in which the Securities of such
series are payable (except as otherwise specified pursuant to Section 301 for
the Securities of such series and except, if applicable, as provided in Sections
312(b), 312(d) and 312(e)) and the portion thereof, if any, which is to be
satisfied by delivering or crediting Securities of that series pursuant to
Section 1202 (which Securities will, if not previously delivered, accompany such
certificate) and whether the Company intends to exercise its right to make a
permitted optional sinking fund payment with respect to such series. Such
certificate shall be irrevocable and upon its delivery the Company shall be
obligated to make the cash payment or payments therein referred to, if any, on
or before the next succeeding sinking fund payment date. In the case of the
failure of the Company to deliver such certificate, the sinking fund payment due
on the next succeeding sinking fund payment date for that series shall be paid
entirely in cash and shall be sufficient to redeem the principal amount of such
Securities subject to a mandatory sinking fund payment without the option to
deliver or credit Securities as provided in Section 1202 and without the right
to make any optional sinking fund payment, if any, with respect to such series.

            Not more than 60 days before each such sinking fund payment date the
Trustee shall select the Securities to be redeemed upon such sinking fund
payment date in the manner specified in Section 1103 and cause notice of the
redemption thereof to be given in the name of and at the expense of the Company
in the manner provided in Section 1104. Such notice having been duly given, the
redemption of such Securities shall be made upon the terms and in the manner
stated in Sections 1106 and 1107.

            Prior to any sinking fund payment date, the Company shall pay to the
Trustee or a Paying Agent (or, if the Company is acting as its own Paying Agent,
segregate and hold in trust as provided in Section 1003) in cash a sum equal to
the principal (and premium, if any) and any

                                       78



interest that will accrue to the date fixed for redemption of Securities or
portions thereof to be redeemed on such sinking fund payment date pursuant to
this Section 1203.

            Notwithstanding the foregoing, with respect to a sinking fund for
any series of Securities, if at any time the amount of cash to be paid into such
sinking fund on the next succeeding sinking fund payment date, together with any
unused balance of any preceding sinking fund payment or payments for such
series, does not exceed in the aggregate $100,000, the Trustee, unless requested
by the Company, shall not give the next succeeding notice of the redemption of
Securities of such series through the operation of the sinking fund. Any such
unused balance of moneys deposited in such sinking fund shall be added to the
sinking fund payment for such series to be made in cash on the next succeeding
sinking fund payment date or, at the request of the Company, shall be applied at
any time or from time to time to the purchase of Securities of such series, by
public or private purchase, in the open market or otherwise, at a purchase price
for such Securities (excluding accrued interest and brokerage commissions, for
which the Trustee or any Paying Agent will be reimbursed by the Company) not in
excess of the principal amount thereof.

                                ARTICLE THIRTEEN

                         REPAYMENT AT OPTION OF HOLDERS

            SECTION 1301. Applicability of Article. Repayment of Securities of
any series before their Stated Maturity at the option of Holders thereof shall
be made in accordance with the terms of such Securities and (except as otherwise
specified as contemplated by Section 301 for Securities of any series) in
accordance with this Article.

            SECTION 1302. Repayment of Securities. Securities of any series
subject to repayment in whole or in part at the option of the Holders thereof
will, unless otherwise provided in the terms of such Securities, be repaid at
the Repayment Price thereof, together with interest, if any, thereon accrued to
the Repayment Date specified in or pursuant to the terms of such Securities. The
Company covenants that on or before the Repayment Date it will deposit with the
Trustee or with a Paying Agent (or, if the Company or the Guarantor is acting as
its own Paying Agent, segregate and hold in trust as provided in Section 1003)
an amount of money in the Currency in which the Securities of such series are
payable (except as otherwise specified pursuant to Section 301 for the
Securities of such series and except, if applicable, as provided in Sections
312(b), 312(d) and 312(e)) sufficient to pay the Repayment Price of, and (except
if the Repayment Date shall be an Interest Payment Date) accrued interest, if
any, on, all the Securities or portions thereof, as the case may be, to be
repaid on such date.

            SECTION 1303. Exercise of Option. Securities of any series subject
to repayment at the option of the Holders thereof will contain an "Option to
Elect Repayment" form on the reverse of such Securities. To be repaid at the
option of the Holder, any Security so providing for such repayment, with the
"Option to Elect Repayment" form on the reverse of such Security duly completed
by the Holder (or by the Holder's attorney duly authorized in writing), must be
received by the Company at the Place of Payment therefor specified in the terms
of such Security (or at such other place or places of which the Company shall
from time to time notify the Holders of such Securities) not earlier than 45
days nor later than 30 days prior to the

                                       79



Repayment Date. If less than the entire Repayment Price of such Security is to
be repaid in accordance with the terms of such Security, the portion of the
Repayment Price of such Security to be repaid, in increments of the minimum
denomination for Securities of such series, and the denomination or
denominations of the Security or Securities to be issued to the Holder for the
portion of such Security surrendered that is not to be repaid, must be
specified. Any Security providing for repayment at the option of the Holder
thereof may not be repaid in part if, following such repayment, the unpaid
principal amount of such Security would be less than the minimum authorized
denomination of Securities of the series of which such Security to be repaid is
a part. Except as otherwise may be provided by the terms of any Security
providing for repayment at the option of the Holder thereof, exercise of the
repayment option by the Holder shall be irrevocable unless waived by the
Company.

            SECTION 1304. When Securities Presented for Repayment Become Due and
Payable. If Securities of any series providing for repayment at the option of
the Holders thereof shall have been surrendered as provided in this Article and
as provided by or pursuant to the terms of such Securities, such Securities or
the portions thereof, as the case may be, to be repaid shall become due and
payable and shall be paid by the Company on the Repayment Date therein
specified, and on and after such Repayment Date (unless the Company and, if
applicable, the Guarantor shall default in the payment of such Securities on
such Repayment Date) such Securities shall, if the same were interest-bearing,
cease to bear interest and the coupons for such interest appertaining to any
Bearer Securities so to be repaid, except to the extent provided below, shall be
void. Upon surrender of any such Security for repayment in accordance with such
provisions, together with all coupons, if any, appertaining thereto maturing
after the Repayment Date, the Repayment Price of such Security so to be repaid
shall be paid by the Company, together with accrued interest, if any, to the
Repayment Date; provided, however, that coupons whose Stated Maturity is on or
prior to the Repayment Date shall be payable only at an office or agency located
outside the United States (except as otherwise provided in Section 1002) and,
unless otherwise specified pursuant to Section 301, only upon presentation and
surrender of such coupons; and provided further that, in the case of Registered
Securities, installments of interest, if any, whose Stated Maturity is on or
prior to the Repayment Date shall be payable to the Holders of such Securities,
or one or more Predecessor Securities, registered as such at the close of
business on the relevant Record Dates according to their terms and the
provisions of Section 307.

            If any Bearer Security surrendered for repayment shall not be
accompanied by all appurtenant coupons maturing after the Repayment Date, such
Security may be paid after deducting from the amount payable therefor as
provided in Section 1302 an amount equal to the face amount of all such missing
coupons, or the surrender of such missing coupon or coupons may be waived by the
Company, the Guarantor, if applicable, and the Trustee if there be furnished to
them such security or indemnity as they may require to save each of them and any
Paying Agent harmless. If thereafter the Holder of such Security shall surrender
to the Trustee or any Paying Agent any such missing coupon in respect of which a
deduction shall have been made as provided in the preceding sentence, such
Holder shall be entitled to receive the amount so deducted; provided, however,
that interest represented by coupons shall be payable only at an office or
agency located outside the United States (except as otherwise provided in
Section 1002) and, unless otherwise specified as contemplated by Section 301,
only upon presentation and surrender of those coupons.

                                       80



            If the principal amount of any Security surrendered for repayment
shall not be so repaid upon surrender thereof, such principal amount (together
with interest, if any, thereon accrued to such Repayment Date) shall, until
paid, bear interest from the Repayment Date at the rate of interest or Yield to
Maturity (in the case of Original Issue Discount Securities) set forth in such
Security.

            SECTION 1305. Securities Repaid in Part. Upon surrender of any
Registered Security which is to be repaid in part only, the Company shall
execute and the Trustee shall authenticate and deliver to the Holder of such
Security, without service charge and at the expense of the Company, a new
Registered Security or Securities of the same series, and of like tenor, of any
authorized denomination specified by the Holder, in an aggregate principal
amount equal to and in exchange for the portion of the principal of such
Security so surrendered which is not to be repaid with, if applicable,
Guarantees endorsed thereon duly executed by the Guarantor.

                                ARTICLE FOURTEEN

                       DEFEASANCE AND COVENANT DEFEASANCE

            SECTION 1401. Company's Option to Effect Defeasance or Covenant
Defeasance. Except as otherwise specified as contemplated by Section 301 for
Securities of any series, the provisions of this Article Fourteen shall apply to
each series of Securities, and the Company may, at its option, effect defeasance
of the Securities of or within a series under Section 1402, or covenant
defeasance of or within a series under Section 1403 in accordance with the terms
of such Securities and in accordance with this Article.

            SECTION 1402. Defeasance and Discharge. Upon the Company's exercise
of the above option applicable to this Section with respect to any Securities of
or within a series, the Company shall be deemed to have been discharged from its
obligations with respect to such Outstanding Securities and any related coupons
on the date the conditions set forth in Section 1404 are satisfied (hereinafter,
"defeasance"). For this purpose, such defeasance means that the Company and the
Guarantor shall be deemed to have paid and discharged the entire indebtedness
represented by such Outstanding Securities and any related coupons, which shall
thereafter be deemed to be "Outstanding" only for the purposes of Section 1405
and the other Sections of this Indenture referred to in (A) and (B) below, and
to have satisfied all its other obligations under such Securities and any
related coupons and this Indenture insofar as such Securities and any related
coupons are concerned (and the Trustee, at the expense of the Company, shall
execute proper instruments acknowledging the same), except for the following
which shall survive until otherwise terminated or discharged hereunder: (A) the
rights of Holders of such Outstanding Securities and any related coupons to
receive, solely from the trust fund described in Section 1404 and as more fully
set forth in such Section, payments in respect of the principal of (and premium,
if any) and interest, if any, on such Securities and any related coupons when
such payments are due, (B) the Company's obligations and, to the extent
applicable, the Guarantor's obligations with respect to such Securities under
Sections 304, 305, 306, 1002 and 1003 and with respect to the payment of
Additional Amounts, if any, on such Securities as contemplated by Section 1011
and such obligations as shall be ancillary thereto, (C) the rights, powers,
trusts, duties and immunities of the Trustee hereunder including, without
limitation, Section 606 and

                                       81



the penultimate paragraph of Section 1405 and (D) this Article Fourteen. Subject
to compliance with this Article Fourteen, the Company may exercise its option
under this Section 1402 notwithstanding the prior exercise of its option under
Section 1403 with respect to such Securities and any related coupons.

            SECTION 1403. Covenant Defeasance. Upon the Company's exercise of
the above option applicable to this Section with respect to any Securities of or
within a series, the Company shall be released from its obligations under
Sections 801 and 802 and Sections 1005, 1006 and 1012, and, if specified
pursuant to Section 301, its obligations under any other covenant, with respect
to such Outstanding Securities and any related coupons on and after the date the
conditions set forth in Section 1404 are satisfied (hereinafter, "covenant
defeasance"), and such Securities and any related coupons shall thereafter be
deemed not to be "Outstanding" for the purposes of any direction, waiver,
consent or declaration or Act of Holders (and the consequences of any thereof)
in connection with such covenants, but shall continue to be deemed "Outstanding"
for all other purposes hereunder. For this purpose, such covenant defeasance
means that, with respect to such Outstanding Securities and any related coupons,
the Company may omit to comply with and shall have no liability in respect of
any term, condition or limitation set forth in any such covenant, whether
directly or indirectly, by reason of any reference elsewhere herein to any such
covenant or by reason of reference in any such covenant to any other provision
herein or in any other document and such omission to comply shall not constitute
a Default or an Event of Default under Section 501(4) or Section 501(9) or
otherwise, as the case may be, but, except as specified above, the remainder of
this Indenture and such Securities and any related coupons shall be unaffected
thereby.

            SECTION 1404. Conditions to Defeasance or Covenant Defeasance. The
following shall be the conditions to application of either Section 1402 or
Section 1403 to any Outstanding Securities of or within a series and any related
coupons:

            (1) The Company or the Guarantor, if applicable, shall irrevocably
      have deposited or caused to be deposited with the Trustee (or another
      trustee satisfying the requirements of Section 607 who shall agree to
      comply with the provisions of this Article Fourteen applicable to it) as
      trust funds in trust for the purpose of making the following payments,
      specifically pledged as security for, and dedicated solely to, the benefit
      of the Holders of such Securities and any related coupons, (A) an amount
      (in such Currency in which such Securities and any related coupons are
      then specified as payable at Stated Maturity), or (B) Government
      Obligations applicable to such Securities (determined on the basis of the
      Currency in which such Securities are then specified as payable at Stated
      Maturity) which through the scheduled payment of principal and interest in
      respect thereof in accordance with their terms will provide, not later
      than one day before the due date of any payment of principal of and
      premium, if any, and interest, if any, under such Securities and any
      related coupons, money in an amount, or (C) a combination thereof,
      sufficient, in the opinion of a nationally recognized firm of independent
      public accountants expressed in a written certification thereof delivered
      to the Trustee, to pay and discharge, and which shall be applied by the
      Trustee (or other qualifying trustee) to pay and discharge, (i) the
      principal of (and premium, if any) and interest, if any, on such
      Outstanding Securities and any related coupons on the Stated Maturity (or
      Redemption Date, if applicable) of such principal (and premium, if any) or
      installment of interest, if

                                       82



      any, and (ii) any mandatory sinking fund payments or analogous payments
      applicable to such Outstanding Securities and any related coupons on the
      day on which such payments are due and payable in accordance with the
      terms of this Indenture and of such Securities and any related coupons;
      provided that the Trustee shall have been irrevocably instructed to apply
      such money or the proceeds of such Government Obligations to said payments
      with respect to such Securities and any related coupons. Before such a
      deposit, the Company may give to the Trustee, in accordance with Section
      1102 hereof, a notice of its election to redeem all or any portion of such
      Outstanding Securities at a future date in accordance with the terms of
      the Securities of such series and Article Eleven hereof, which notice
      shall be irrevocable. Such irrevocable redemption notice, if given, shall
      be given effect in applying the foregoing.

            (2) No Default or Event of Default with respect to such Securities
      or any related coupons shall have occurred and be continuing on the date
      of such deposit or, insofar as paragraphs (7) and (8) of Section 501 are
      concerned, at any time during the period ending on the 91st day after the
      date of such deposit (it being understood that this condition shall not be
      deemed satisfied until the expiration of such period).

            (3) Such defeasance or covenant defeasance shall not result in a
      breach or violation of, or constitute a default under, any material
      agreement or instrument (other than this Indenture) to which the Company
      or any of its Subsidiaries is a party or by which the Company or any of
      its Subsidiaries is bound.

            (4) In the case of an election under Section 1402, the Company shall
      have delivered to the Trustee an Opinion of Counsel stating that (x) the
      Company has received from, or there has been published by, the Internal
      Revenue Service a ruling, or (y) since the date of execution of this
      Indenture, there has been a change in the applicable federal income tax
      law, in either case to the effect that, and based thereon such opinion
      shall confirm that, the Holders of such Outstanding Securities and any
      related coupons will not recognize income, gain or loss for federal income
      tax purposes as a result of the deposit and such defeasance and will be
      subject to federal income tax on the same amounts, in the same manner and
      at the same times as would have been the case if the deposit and such
      defeasance had not occurred.

            (5) In the case of an election under Section 1403, the Company shall
      have delivered to the Trustee an Opinion of Counsel to the effect that the
      Holders of such Outstanding Securities and any related coupons will not
      recognize income, gain or loss for federal income tax purposes as a result
      of such covenant defeasance and will be subject to federal income tax on
      the same amounts, in the same manner and at the same times as would have
      been the case if the deposit and such covenant defeasance had not
      occurred.

            (6) Notwithstanding any other provisions of this Section, such
      defeasance or covenant defeasance shall be effected in compliance with any
      additional or substitute terms, conditions or limitations in connection
      therewith pursuant to Section 301.

                                       83



            (7) The Company shall have delivered to the Trustee an Officer's
      Certificate and an Opinion of Counsel, each stating that all conditions
      precedent provided for relating to either the defeasance under Section
      1402 or the covenant defeasance under Section 1403 (as the case may be)
      have been complied with.

            SECTION 1405. Deposited Money and Government Obligations to Be Held
in Trust; Other Miscellaneous Provisions. Subject to the provisions of the last
paragraph of Section 1003, all money and Government Obligations (or other
property as may be provided pursuant to Section 301) (including the proceeds
thereof) deposited with the Trustee (or other qualifying trustee, collectively
for purposes of this Section 1405, the "Trustee") pursuant to Section 1404 in
respect of such Outstanding Securities and any related coupons shall be held in
trust and applied by the Trustee, in accordance with the provisions of such
Securities and any related coupons and this Indenture, to the payment, either
directly or through any Paying Agent (including the Company or the Guarantor
acting as its own Paying Agent) as the Trustee may determine, to the Holders of
such Securities and any related coupons of all sums due and to become due
thereon in respect of principal (and premium, if any) and interest, if any, but
such money need not be segregated from other funds except to the extent required
by law.

            Unless otherwise specified with respect to any Security pursuant to
Section 301, if, after a deposit referred to in Section 1404(1) has been made,
(a) the Holder of a Security in respect of which such deposit was made is
entitled to, and does, elect pursuant to Section 312(b) or the terms of such
Security to receive payment in a Currency other than that in which the deposit
pursuant to Section 1404(1) has been made in respect of such Security, or (b) a
Conversion Event occurs as contemplated in Section 312(d) or 312(e) or by the
terms of any Security in respect of which the deposit pursuant to Section
1404(1) has been made, the indebtedness represented by such Security and any
related coupons shall be deemed to have been, and will be, fully discharged and
satisfied through the payment of the principal of (and premium, if any) and
interest, if any, on such Security as they become due out of the proceeds
yielded by converting (from time to time as specified below in the case of any
such election) the amount or other property deposited in respect of such
Security into the Currency in which such Security becomes payable as a result of
such election or Conversion Event based on the applicable Market Exchange Rate
for such Currency in effect on the third Business Day prior to each payment
date, except, with respect to a Conversion Event, for such Currency in effect
(as nearly as feasible) at the time of the Conversion Event.

            The Company shall pay and indemnify the Trustee against any tax, fee
or other charge imposed on or assessed against the cash or Government
Obligations deposited pursuant to Section 1404 or the principal and interest
received in respect thereof other than any such tax, fee or other charge which
by law is for the account of the Holders of such Outstanding Securities and any
related coupons. The foregoing sentence shall survive the termination of this
Indenture and the earlier resignation or removal of the Trustee.

            Anything in this Article Fourteen to the contrary notwithstanding,
the Trustee shall deliver or pay to the Company from time to time upon Company
Request any money or Government Obligations (or other property and any proceeds
therefrom) held by it as provided in Section 1404 which, in the opinion of a
nationally recognized firm of independent public accountants expressed in a
written certification thereof delivered to the Trustee, are in excess of

                                       84



the amount thereof which would then be required to be deposited to effect an
equivalent defeasance or covenant defeasance, as applicable, in accordance with
this Article.

            SECTION 1406. Reinstatement. If the Trustee or any Paying Agent is
unable to apply any money in accordance with Section 1405 with respect to any
Securities by reason of any order or judgment of any court or governmental
authority enjoining, restraining or otherwise prohibiting such application, then
the Company's obligations under this Indenture and such Securities and any
related coupons shall be revived and reinstated as though no deposit had
occurred pursuant to Section 1402 or 1403, as the case may be, until such time
as the Trustee or Paying Agent is permitted to apply all such money in
accordance with Section 1405; provided, however, that if the Company makes any
payment of principal of (or premium, if any) or interest, if any, on any such
Security or any related coupon following the reinstatement of its obligations,
the Company shall be subrogated to the rights of the Holders of such Securities
and any related coupons to receive such payment from the money held by the
Trustee or Paying Agent.

                                 ARTICLE FIFTEEN

                        MEETINGS OF HOLDERS OF SECURITIES

            SECTION 1501. Purposes for Which Meetings May Be Called. If
Securities of a series are issuable as Bearer Securities, a meeting of Holders
of Securities of such series may be called at any time and from time to time
pursuant to this Article to make, give or take any request, demand,
authorization, direction, notice, consent, waiver or other action provided by
this Indenture to be made, given or taken by Holders of Securities of such
series.

            SECTION 1502. Call, Notice and Place of Meetings. (a) The Trustee
may at any time call a meeting of Holders of Securities of any series for any
purpose specified in Section 1501, to be held at such time and at such place in
The City of New York or in London as the Trustee shall determine. Notice of
every meeting of Holders of Securities of any series, setting forth the time and
the place of such meeting and in general terms the action proposed to be taken
at such meeting, shall be given, in the manner provided for in Section 106, not
less than 21 nor more than 180 days prior to the date fixed for the meeting.

            (b) In case at any time the Company, pursuant to a Board Resolution,
or the Holders of at least 10% in principal amount of the Outstanding Securities
of any series shall have requested the Trustee to call a meeting of the Holders
of Securities of such series for any purpose specified in Section 1501, by
written request setting forth in reasonable detail the action proposed to be
taken at the meeting, and the Trustee shall not have made the first publication
of the notice of such meeting within 21 days after receipt of such request or
shall not thereafter proceed to cause the meeting to be held as provided herein,
then the Company or the Holders of Securities of such series in the amount above
specified, as the case may be, may determine the time and the place in The City
of New York or in London for such meeting and may call such meeting for such
purposes by giving notice thereof as provided in paragraph (a) of this Section.

            SECTION 1503. Persons Entitled to Vote at Meetings. To be entitled
to vote at any meeting of Holders of Securities of any series, a Person shall be
(1) a Holder of one or more

                                       85



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

            SECTION 1504. Quorum; Action. The Persons entitled to vote a
majority in principal amount of the Outstanding Securities of a series shall
constitute a quorum for a meeting of Holders of Securities of such series;
provided, however, that, if any action is to be taken at such meeting with
respect to a consent or waiver which this Indenture expressly provides may be
given by the Holders of not less than a specified percentage in principal amount
of the Outstanding Securities of a series, the Persons entitled to vote such
specified percentage in principal amount of the Outstanding Securities of such
series shall constitute a quorum. In the absence of a quorum within 30 minutes
of the time appointed for any such meeting, the meeting shall, if convened at
the request of Holders of Securities of such series, be dissolved. In any other
case the meeting may be adjourned for a period of not less than 10 days as
determined by the chairman of the meeting prior to the adjournment of such
meeting. In the absence of a quorum at any such adjourned meeting, such
adjourned meeting may be further adjourned for a period of not less than 10 days
as determined by the chairman of the meeting prior to the adjournment of such
adjourned meeting. Notice of the reconvening of any adjourned meeting shall be
given as provided in Section 1502(a), except that such notice need be given only
once not less than five days prior to the date on which the meeting is scheduled
to be reconvened. Notice of the reconvening of any adjourned meeting shall state
expressly the percentage, as provided above, of the principal amount of the
Outstanding Securities of such series which shall constitute a quorum.

            Except as limited by the proviso to Section 902, any resolution
presented to a meeting or adjourned meeting duly reconvened at which a quorum is
present as aforesaid may be adopted by the affirmative vote of the Holders of
not less than a majority in principal amount of the Outstanding Securities of
such series; provided, however, that, except as limited by the proviso to
Section 902, any resolution with respect to any request, demand, authorization,
direction, notice, consent, waiver or other action which this Indenture
expressly provides may be made, given or taken by the Holders of a specified
percentage, which is less than a majority, in principal amount of the
Outstanding Securities of a series may be adopted at a meeting or an adjourned
meeting duly reconvened and at which a quorum is present as aforesaid by the
affirmative vote of the Holders of not less than such specified percentage in
principal amount of the Outstanding Securities of such series.

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

            Notwithstanding the foregoing provisions of this Section 1504, if
any action is to be taken at a meeting of Holders of Securities of any series
with respect to any request, demand, authorization, direction, notice, consent,
waiver or other action that this Indenture expressly

                                       86



provides may be made, given or taken by the Holders of a specified percentage in
principal amount of all Outstanding Securities affected thereby, or of the
Holders of such series and one or more additional series:

            (a) there shall be no minimum quorum requirement for such meeting;
      and

            (b) the principal amount of the Outstanding Securities of such
      series that vote in favor of such request, demand, authorization,
      direction, notice, consent, waiver or other action shall be taken into
      account in determining whether such request, demand, authorization,
      direction, notice, consent, waiver or other action has been made, given or
      taken under this Indenture.

            SECTION 1505. Determination of Voting Rights; Conduct and
Adjournment of Meetings. (a) Notwithstanding any provisions of this Indenture,
the Trustee may make such reasonable regulations as it may deem advisable for
any meeting of Holders of Securities of a series in regard to proof of the
holding of Securities of such series and of the appointment of proxies and in
regard to the appointment and duties of inspectors of votes, the submission and
examination of proxies, certificates and other evidence of the right to vote,
and such other matters concerning the conduct of the meeting as its shall deem
appropriate. Except as otherwise permitted or required by any such regulations,
the holding of Securities shall be proved in the manner specified in Section 104
and the appointment of any proxy shall be proved in the manner specified in
Section 104 or by having the signature of the person executing the proxy
witnessed or guaranteed by any trust company, bank or banker authorized by
Section 104 to certify to the holding of Bearer Securities. Such regulations may
provide that written instruments appointing proxies, regular on their face, may
be presumed valid and genuine without the proof specified in Section 104 or
other proof.

            (b) The Trustee shall, by an instrument in writing appoint a
temporary chairman of the meeting, unless the meeting shall have been called by
the Company or by Holders of Securities as provided in Section 1502(b), in which
case the Company or the Holders of Securities of the series calling the meeting,
as the case may be, shall in like manner appoint a temporary chairman. A
permanent chairman and a permanent secretary of the meeting shall be elected by
vote of the Persons entitled to vote a majority in principal amount of the
Outstanding Securities of such series represented at the meeting.

            (c) At any meeting each Holder of a Security of such series or proxy
shall be entitled to one vote for each $1,000 principal amount of Outstanding
Securities of such series held or represented by him (determined as specified in
the definition of "Outstanding" in Section 101); provided, however, that no vote
shall be cast or counted at any meeting in respect of any Security challenged as
not Outstanding and ruled by the chairman of the meeting to be not Outstanding.
The chairman of the meeting shall have no right to vote, except as a Holder of a
Security of such series or proxy.

            (d) Any meeting of Holders of Securities of any series duly called
pursuant to Section 1502 at which a quorum is present may be adjourned from time
to time by Persons entitled to vote a majority in principal amount of the
Outstanding Securities of such series represented at the meeting; and the
meeting may be held as so adjourned without further notice.

                                       87



            SECTION 1506. Counting Votes and Recording Action of Meetings. The
vote upon any resolution submitted to any meeting of Holders of Securities of
any series shall be by written ballots on which shall be subscribed the
signatures of the Holders of Securities of such series or of their
representatives by proxy and the principal amounts and serial numbers of the
Outstanding Securities of such series held or represented by them. The permanent
chairman of the meeting shall appoint two inspectors of votes who shall count
all votes cast at the meeting for or against any resolution and who shall make
and file with the secretary of the meeting their verified written reports in
duplicate of all votes cast at the meeting. A record, at least in duplicate, of
the proceedings of each meeting of Holders of Securities of any series shall be
prepared by the Secretary of the meeting and there shall be attached to said
record the original reports of the inspectors of votes on any vote by ballot
taken thereat and affidavits by one or more persons having knowledge of the
facts setting forth a copy of the notice of the meeting and showing that said
notice was given as provided in Section 1502 and, if applicable, Section 1504.
Each copy shall be signed and verified by the affidavits of the permanent
chairman and secretary of the meeting and one such copy shall be delivered to
the Company, and another to the Trustee to be preserved by the Trustee, the
latter to have attached thereto the ballots voted at the meeting. Any record so
signed and verified shall be conclusive evidence of the matters therein stated.

                                 ARTICLE SIXTEEN

                                    GUARANTEE

            SECTION 1601. Guarantee. If Securities of or within a series are
specified, as contemplated by Section 301, to be guaranteed by the Guarantor,
then the Guarantor hereby fully and unconditionally guarantees to each Holder of
any such Security which is authenticated and delivered by the Trustee and to
each Holder of any coupon appertaining to any such Security, if any, and to the
Trustee for itself and on behalf of each such Holder, the due and punctual
payment of the principal of (and premium, if any, on) and interest (including,
in case of default, interest on principal and, to the extent permitted by
applicable law, on overdue interest and including any additional interest
required to be paid according to the terms of any such Security or any coupon
appertaining thereto), if any, on each such Security, and the due and punctual
payment of any sinking fund payment (or analogous obligation), if any, provided
for with respect to any such Security, when and as the same shall become due and
payable, whether at Maturity, upon redemption, upon acceleration, upon tender
for repayment at the option of any Holder or otherwise, according to the terms
thereof and of this Indenture, including, without limitation, the payment of any
Additional Amounts, if any, provided for with respect to any such Security as
described under Section 1011 hereof (the "Guarantor Obligations"). In case of
the failure of the Company or any successor thereto punctually to pay any such
principal, premium, interest or sinking fund payment, the Guarantor hereby
agrees to cause any such payment to be made punctually when and as the same
shall become due and payable, whether at Maturity, upon redemption, upon
declaration of acceleration, upon tender for repayment at the option of any
Holder or otherwise, as if such payment were made by the Company.

            The Guarantor hereby agrees that its Guarantor Obligations hereunder
shall be as if it were principal debtor and not merely surety and shall be
absolute and unconditional, irrespective of the identity of the Company, the
validity, regularity or enforceability of any such

                                       88



Security or coupon appertaining thereto or this Indenture, the absence of any
action to enforce the same, any waiver or consent by the Holder of any such
Security or coupon appertaining thereto with respect to any provisions thereof,
the recovery of any judgment against the Company or any action to enforce the
same, or any other circumstance which might otherwise constitute a legal or
equitable discharge or defense of a Guarantor. The Guarantor hereby waives
diligence, presentment, demand of payment, filing of claims with a court in the
event of insolvency or bankruptcy of the Company, any right to require a
proceeding first against the Company, protest, notice and all demands whatsoever
and covenants that its Guarantees will not be discharged except by complete
performance of its obligations contained in any such Security or coupon
appertaining thereto and in this Guarantee.

            The Guarantor hereby agrees that, in the event of a default in
payment of principal or premium, if any, or interest on any such Security or any
coupon appertaining thereto, whether at its Maturity, by acceleration, purchase
or otherwise, legal proceedings may be instituted by the Trustee on behalf of,
or by, the Holder of any such Security or coupon appertaining thereto, subject
to the terms and conditions set forth in this Indenture, directly against the
Guarantor to enforce the Guarantee without first proceeding against the Company.
The Guarantor agrees that if, after the occurrence and during the continuance of
an Event of Default, the Trustee or any of the Holders are prevented by
applicable law from exercising their respective rights to accelerate the
Maturity of any such Security or coupon appertaining thereto, to collect
interest on any such Security or coupon appertaining thereto, or to enforce or
exercise any other right or remedy with respect to any such Security or coupon
appertaining thereto, the Guarantor shall pay to the Trustee for the account of
the Holder, upon demand therefor, the amount that would otherwise have been due
and payable had such rights and remedies been permitted to be exercised by the
Trustee or any of the Holders.

            If any Holder or the Trustee is required by any court or otherwise
to return to the Company or the Guarantor, or any custodian, trustee, liquidator
or other similar official acting in relation to either the Company or the
Guarantor, any amount paid in respect of a Security or any coupons appertaining
thereto by any of them to the Trustee or such Holder, the Guarantee, to the
extent theretofore discharged, shall be reinstated in full force and effect.

            The Guarantee shall remain in full force and effect and continue to
be effective should any petition be filed by or against the Company for
liquidation, reorganization, should the Company become insolvent or make an
assignment for the benefit of creditors or should a receiver or trustee be
appointed for all or any significant part of the Company's assets, and shall, to
the fullest extent permitted by law, continue to be effective or be reinstated,
as the case may be, if at any time payment and performance of any such Security
or coupon appertaining thereto are, pursuant to applicable law, rescinded or
reduced in amount, or must otherwise be restored or returned by any obligee on
any such Security or coupon appertaining thereto, whether as a "voidable
preference", "fraudulent transfer" or otherwise, all as though such payment or
performance had not been made. In the event that any payment or any part thereof
is rescinded, reduced, restored or returned, any such Security or coupon
appertaining thereto shall, to the fullest extent permitted by law, be
reinstated and deemed reduced only by such amount paid and not so rescinded,
reduced, restored or returned.

                                       89



            SECTION 1602. Severability. In case any provision of the Guarantee
shall be invalid, illegal or unenforceable, the validity, legality, and
enforceability of the remaining provisions shall not in any way be affected or
impaired thereby.

            SECTION 1603. Priority of Guarantee. Unless otherwise specified
pursuant to Section 301 with respect to any series of Securities, and except as
provided in the next following sentence, this Guarantee shall be unsecured and
unsubordinated obligations of the Guarantor, ranking pari passu with all other
existing and future unsubordinated and unsecured indebtedness of the Company and
the Guarantor, respectively. With respect to any series of Securities that is
designated as subordinated pursuant to Section 301 and except as otherwise
provided in a supplemental indenture or pursuant to Section 301, the Guarantee
Obligations of the Guarantor hereunder shall be junior and subordinated to any
guarantee of any Senior Indebtedness on the same basis as such Securities are
junior and subordinated to any Senior Indebtedness. For the purposes of the
foregoing sentence, the Trustee and the Holders of such subordinated Securities
shall have the right to receive and/or retain payments by the Guarantor only at
such times as they may receive and/or retain payments in respect of such
Securities pursuant to this Indenture.

            SECTION 1604. Limitation of Guarantor's Liability. The
Guarantor and by its acceptance hereof each Holder confirms that it is the
intention of all such parties that the Guarantee does not constitute a
fraudulent transfer or conveyance for purposes of the Bankruptcy Law, the
Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any
similar federal or state law or the provisions of its local law relating to
fraudulent transfer or conveyance. To effectuate the foregoing intention, the
Holders and the Guarantor hereby irrevocably agree that the obligations of the
Guarantor under the Guarantee shall be limited to the maximum amount that will
not, after giving effect to all other contingent and fixed liabilities of the
Guarantor result in the obligations of the Guarantor under the Guarantee
constituting such fraudulent transfer or conveyance.

            SECTION 1605. Subrogation. The Guarantor shall be subrogated to all
rights of Holders of the Securities of a series (and of any coupons appertaining
thereto) against the Company in respect of any amounts paid by the Guarantor on
account of such Securities or any coupons appertaining thereto or this
Indenture; provided, however, that, if an Event of Default has occurred and is
continuing, the Guarantor shall not be entitled to enforce or receive any
payments arising out of, or based upon, such right of subrogation until all
amounts then due and payable by the Company under this Indenture or the
Securities shall have been paid in full.

            SECTION 1606. Reinstatement. The Guarantor hereby agrees that
the Guarantee provided for in Section 1601 shall continue to be effective or be
reinstated, as the case may be, if at any time, payment, or any part thereof, of
any obligations or interest thereon is rescinded or must otherwise be restored
by a Holder to the Company upon the bankruptcy or insolvency of the Company or
the Guarantor.

            SECTION 1607. Release of the Guarantor. Concurrently with the
discharge of the Securities under Section 1101, the Legal Defeasance of the
Securities under Section 802 or the Covenant Defeasance of the Securities under
Section 803, the Guarantor shall be released from all their obligations under
its Guarantee under this Indenture.

                                       90



            So long as no Default exists or upon the occurrence of the following
events, with notice or lapse of time or both, would exist, the Guarantee and any
Liens securing the Guarantee shall be automatically and unconditionally released
and discharged upon: any sale, exchange, transfer to any Person that is not an
Affiliate of the Company of all of the Company's Capital Stock in the Guarantor,
which transaction is otherwise in compliance with this Indenture.

            SECTION 1608. Benefits Acknowledged. The Guarantor acknowledges that
it will receive direct and indirect benefits from the financing arrangements
contemplated by this Indenture and that its guarantee and waivers pursuant to
the Guarantee are knowingly made in contemplation of such benefits.

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

                                       91



            IN WITNESS WHEREOF, the parties hereto have caused this Indenture to
be duly executed, as of the day and year first above written.

                                  AMERICAN AXLE & MANUFACTURING, INC.

                                  By:__________________________
                                     Name:
                                     Title:

                                  AMERICAN AXLE & MANUFACTURING HOLDINGS, INC.
                                  as Guarantor

                                  By:__________________________
                                     Name:
                                     Title:

Attest:

                                  THE BANK OF NEW YORK TRUST COMPANY, N.A.,
                                  as Trustee

                                  By:__________________________
                                     Name:
                                     Title:

                                       92



                                    EXHIBIT A

                             FORMS OF CERTIFICATION

                                       A-1



                                   EXHIBIT A-1

                       FORM OF CERTIFICATE TO BE GIVEN BY
                   PERSON ENTITLED TO RECEIVE BEARER SECURITY
                       OR TO OBTAIN INTEREST PAYABLE PRIOR
                              TO THE EXCHANGE DATE

                                   CERTIFICATE

                     [Insert title or sufficient description
                         of Securities to be delivered]

            This is to certify that as of the date hereof, and except as set
forth below, the above-captioned Securities held by you for our account (i) are
owned by person(s) that are not citizens or residents of the United States,
domestic partnerships, domestic corporations or any estate or trust the income
of which is subject to United States federal income taxation regardless of its
source ("United States person(s)"), (ii) are owned by United States person(s)
that are (a) foreign branches of United States financial institutions (financial
institutions, as defined in United States Treasury Regulations Section
1.165-12(c)(1)(v) are herein referred to as "financial institutions") purchasing
for their own account or for resale, or (b) United States person(s) who acquired
the Securities through foreign branches of United States financial institutions
and who hold the Securities through such United States financial institutions on
the date hereof (and in either case (a) or (b), each such United States
financial institution hereby agrees, on its own behalf or through its agent,
that you may advise American Axle & Manufacturing, Inc. or its agent that such
financial institution will comply with the requirements of Section 165(j)(3)(A),
(B) or (C) of the United States Internal Revenue Code of 1986, as amended, and
the regulations thereunder), or (iii) are owned by United States or foreign
financial institution(s) for purposes of resale during the restricted period (as
defined in United States Treasury Regulations Section 1.163-5(c)(2)(i)(D)(7)),
and, in addition, if the owner is a United States or foreign financial
institution described in clause (iii) above (whether or not also described in
clause (i) or (ii)), this is to further certify that such financial institution
has not acquired the Securities for purposes of resale directly or indirectly to
a United States person or to a person within the United States or its
possessions.

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

            We undertake to advise you promptly by tested telex on or prior to
the date on which you intend to submit your certification relating to the
above-captioned Securities held by you for our account in accordance with your
Operating Procedures if any applicable statement herein is not correct on such
date, and in the absence of any such notification it may be assumed that this
certification applies as of such date.

                                      A-1-1



            This certificate excepts and does not relate to [U.S.$]__________ of
such interest in the above-captioned Securities in respect of which we are not
able to certify and as to which we understand an exchange for an interest in a
permanent global Security or an exchange for and delivery of definitive
Securities (or, if relevant, collection of any interest) cannot be made until we
do so certify.

            We understand that this certificate may be required in connection
with certain tax legislation in the United States. If administrative or legal
proceedings are commenced or threatened in connection with which this
certificate is or would be relevant, we irrevocably authorize you to produce
this certificate or a copy thereof to any interested party in such proceedings.

Dated:

[To be dated no earlier than the 15th day
prior to (i) the Exchange Date or (ii) the
relevant Interest Payment Date occurring
prior to the Exchange Date, as applicable]

                                           [Name of Person Making Certification]

                                           _____________________________________
                                           (Authorized Signatory)
                                           Name:
                                           Title:

                                      A-1-2



                                   EXHIBIT A-2
                  FORM OF CERTIFICATE TO BE GIVEN BY EUROCLEAR
                               AND CLEARSTREAM IN
                 CONNECTION WITH THE EXCHANGE OF A PORTION OF A
                 TEMPORARY GLOBAL SECURITY OR TO OBTAIN INTEREST
                       PAYABLE PRIOR TO THE EXCHANGE DATE

                                   CERTIFICATE

                     [Insert title or sufficient description
                         of Securities to be delivered]

            This is to certify that based solely on written certifications that
we have received in writing, by tested telex or by electronic transmission from
each of the persons appearing in our records as persons entitled to a portion of
the principal amount set forth below (our "Member Organizations") substantially
in the form attached hereto, as of the date hereof, [U.S.$]__________ principal
amount of the above-captioned Securities (i) is owned by person(s) that are not
citizens or residents of the United States, domestic partnerships, domestic
corporations or any estate or trust the income of which is subject to United
States Federal income taxation regardless of its source ("United States
person(s)"), (ii) is owned by United States person(s) that are (a) foreign
branches of United States financial institutions (financial institutions, as
defined in U.S. Treasury Regulations Section 1.165-12(c)(1)(v) are herein
referred to as "financial institutions") purchasing for their own account or for
resale, or (b) United States person(s) who acquired the Securities through
foreign branches of United States financial institutions and who hold the
Securities through such United States financial institutions on the date hereof
(and in either case (a) or (b), each such financial institution has agreed, on
its own behalf or through its agent, that we may advise American Axle &
Manufacturing, Inc. or its agent that such financial institution will comply
with the requirements of Section 165(j)(3)(A), (B) or (C) of the Internal
Revenue Code of 1986, as amended, and the regulations thereunder), or (iii) is
owned by United States or foreign financial institution(s) for purposes of
resale during the restricted period (as defined in United States Treasury
Regulations Section 1.163-5(c)(2)(i)(D)(7)) and, to the further effect, that
financial institutions described in clause (iii) above (whether or not also
described in clause (i) or (ii)) have certified that they have not acquired the
Securities for purposes of resale directly or indirectly to a United States
person or to a person within the United States or its possessions.

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

            We further certify that (i) we are not making available herewith for
exchange (or, if relevant, collection of any interest) any portion of the
temporary global Security representing the above-captioned Securities excepted
in the above-referenced certificates of Member Organizations and (ii) as of the
date hereof we have not received any notification from any of our

                                      A-2-1



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

            We understand that this certification is required in connection with
certain tax legislation in the United States. If administrative or legal
proceedings are commenced or threatened in connection with which this
certificate is or would be relevant, we irrevocably authorize you to produce
this certificate or a copy thereof to any interested party in such proceedings.

Dated:

{To be dated no earlier than the Exchange
Date or the relevant Interest Payment
Date occurring prior to the Exchange Date,
as applicable}

                                               [EUROCLEAR BANK S.A./N.V.]
                                               [CLEARSTREAM]

                                               _________________________________
                                               By

                                      A-2-2


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

            We understand that this certification is required in connection with
certain tax legislation in the United States. If administrative or legal
proceedings are commenced or threatened in connection with which this
certificate is or would be relevant, we irrevocably authorize you to produce
this certificate or a copy thereof to any interested party in such proceedings.

Dated:

{To be dated no earlier than the Exchange
Date or the relevant Interest Payment
Date occurring prior to the Exchange Date,
as applicable}

                                               [EUROCLEAR BANK S.A./N.V.]
                                               [CLEARSTREAM]

                                               _________________________________
                                               By

                                      A-2-2

EX-23.1

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in this Registration Statement on Form S-3 of:

our report dated March 12, 2009 (which report expresses an unqualified opinion and includes explanatory paragraphs relating to: uncertainties which raise substantial doubt about the Company’s ability to continue as a going concern; the adoption on December 31, 2006 of the balance sheet provisions of SFAS No. 158, Employers’ Accounting for Defined Benefit Provision and Other Postretirement Plans; the adoption on January 1, 2007 of the measurement date provisions of SFAS No. 158 and FASB Interpretation No. 48, Accounting for Uncertainty in Income Taxes; the change on January 1, 2008 to a preferred method for costing U.S. inventories from the last-in, first-out (LIFO) method to the first-in, first-out (FIFO) method; and the change during the year ended December 31, 2008 to a preferred method of balance sheet accounting related to cost sharing provisions associated with the Company’s other post retirement benefit obligations) relating to the financial statements and financial statement schedule of American Axle & Manufacturing Holdings, Inc. and

our report dated March 12, 2009 on the effectiveness of American Axle & Manufacturing Holdings, Inc.’s internal control over financial reporting,

both appearing in the Annual Report on Form 10-K of American Axle & Manufacturing Holdings, Inc. for the year ended December 31, 2008, and to the reference to us under the heading “Experts” in the Prospectus, which is part of this Registration Statement.

/s/ DELOITTE & TOUCHE LLP
Detroit, Michigan
October 16, 2009

EX-25.1

Exhibit 25.1

FORM T-1

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939 OF A
CORPORATION DESIGNATED TO ACT AS TRUSTEE

CHECK IF AN APPLICATION TO DETERMINE
ELIGIBILITY OF A TRUSTEE PURSUANT TO
SECTION 305(b)(2) o

THE BANK OF NEW YORK MELLON
TRUST COMPANY, N.A.

(Exact name of trustee as specified in its charter)

	95-3571558
(State of incorporation if not a U.S. national bank)	(I.R.S. employer identification no.)
700 South Flower Street
Suite 500
Los Angeles, California	90017
(Address of principal executive offices)	(Zip code)

American Axle & Manufacturing, Inc.
(Exact name of obligor as specified in its charter)

Delaware	38-3138388
(State or other jurisdiction of incorporation or organization)	(I.R.S. employer identification no.)

American Axle & Manufacturing Holdings, Inc.
(Exact name of obligor as specified in its charter)

Delaware	36-3161171
(State or other jurisdiction of incorporation or organization)	(I.R.S. employer identification no.)
One Dauch Drive
Detroit, Michigan	48211
(Address of principal executive offices)	(Zip code)

Debt Securities and Guarantees of Debt Securities
(Title of the indenture securities)

1. General information. Furnish the following information as to the trustee:

(a) Name and address of each examining or supervising authority to which it is subject.

Name	Address
Comptroller of the Currency United States Department of the Treasury	Washington, D.C. 20219
Federal Reserve Bank	San Francisco, California 94105
Federal Deposit Insurance Corporation	Washington, D.C. 20429

(b) Whether it is authorized to exercise corporate trust powers.

Yes.

2. Affiliations with Obligor.

If the obligor is an affiliate of the trustee, describe each such affiliation.

None.

16. List of Exhibits.

Exhibits identified in parentheses below, on file with the Commission, are incorporated herein by reference as an exhibit hereto, pursuant to Rule 7a-29 under the Trust Indenture Act of 1939 (the “Act”) and 17 C.F.R. 229.10(d).

1.	A copy of the articles of association of The Bank of New York Mellon Trust Company, N.A., formerly known as The Bank of New York Trust Company, N.A. (Exhibit 1 to Form T-1 filed with Registration Statement No. 333-121948 and Exhibit 1 to Form T-1 filed with Registration Statement No. 333-152875).
2.	A copy of certificate of authority of the trustee to commence business. (Exhibit 2 to Form T-1 filed with Registration Statement No. 333-121948).
3.	A copy of the authorization of the trustee to exercise corporate trust powers (Exhibit 3 to Form T-1 filed with Registration Statement No. 333-152875).

-2-

4.	A copy of the existing by-laws of the trustee (Exhibit 4 to Form T-1 filed with Registration Statement No. 333-157537).
6.	The consent of the trustee required by Section 321(b) of the Act (Exhibit 6 to Form T-1 filed with Registration Statement No. 333-152875).
7.	A copy of the latest report of condition of the Trustee published pursuant to law or to the requirements of its supervising or examining authority.

-3-

SIGNATURE

     Pursuant to the requirements of the Act, the trustee, The Bank of New York Mellon Trust Company, N.A., a banking association organized and existing under the laws of the United States of America, has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of Chicago, and State of Illinois, on the 5th day of October, 2009.

THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.
By:	/S/ M. CALLAHAN
	Name:	M. CALLAHAN
	Title:	VICE PRESIDENT

-4-

EXHIBIT 7

Consolidated Report of Condition of
THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.
of 700 South Flower Street, Suite 200, Los Angeles, CA 90017

     At the close of business June 30, 2009, published in accordance with Federal regulatory authority instructions.

	Dollar Amounts
	in Thousands
ASSETS
Cash and balances due from depository institutions:
Noninterest-bearing balances and currency and coin		4,627
Interest-bearing balances		111,263
Securities:
Held-to-maturity securities		22
Available-for-sale securities		492,259
Federal funds sold and securities purchased under agreements to resell:
Federal funds sold		0
Securities purchased under agreements to resell		0
Loans and lease financing receivables:
Loans and leases held for sale		0
Loans and leases, net of unearned income		0
LESS: Allowance for loan and lease losses		0
Loans and leases, net of unearned income and allowance		0
Trading assets		0
Premises and fixed assets (including capitalized leases)		11,783
Other real estate owned		0
Investments in unconsolidated subsidiaries and associated companies		1
Direct and indirect investments in real estate ventures		0
Intangible assets:
Goodwill		876,153
Other intangible assets		258,262
Other assets		157,588
Total assets	$	1,911,958

1

	Dollar Amounts
	in Thousands
LIABILITIES
Deposits:
In domestic offices		599
Noninterest-bearing		599
Interest-bearing		0
Not applicable
Federal funds purchased and securities sold under agreements to repurchase:
Federal funds purchased		0
Securities sold under agreements to repurchase		0
Trading liabilities		0
Other borrowed money:
(includes mortgage indebtedness and obligations under capitalized leases)		268,691
Not applicable
Not applicable
Subordinated notes and debentures		0
Other liabilities		195,831
Total liabilities		465,121
Not Applicable
EQUITY CAPITAL
Perpetual preferred stock and related surplus		0
Common stock		1,000
Surplus (exclude all surplus related to preferred stock)		1,121,520
Not Applicable
Retained earnings		321,726
Accumulated other comprehensive income		2,591
Other equity capital components		0
Not Available
Total bank equity capital		1,446,837
Noncontrolling (minority) interests in consolidated subsidiaries		0
Total equity capital		1,446,837
Total liabilities and equity capital		1,911,958

     I, Karen Bayz, Managing Director of the above-named bank do hereby declare that the Reports of Condition and Income (including the supporting schedules) for this report date have been prepared in conformance with the instructions issued by the appropriate Federal regulatory authority and are true to the best of my knowledge and belief.

     Karen Bayz     )     Managing Director

     We, the undersigned directors (trustees), attest to the correctness of the Report of Condition (including the supporting schedules) for this report date and declare that it has been examined by us and to the best of our knowledge and belief has been prepared in conformance with the instructions issued by the appropriate Federal regulatory authority and is true and correct.

Troy Kilpatrick, MD	)
Frank P. Sulzberger, MD	)	Directors (Trustees)
William D. Lindelof, VP	)

2