S-3

                      As filed with the Securities and Exchange Commission on April 12, 2002
                                               Registration No.333-


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


                                        SECURITIES AND EXCHANGE COMMISSION
                                              Washington, D.C. 20549
                                               _____________________

                                                     FORM S-3
                                              REGISTRATION STATEMENT
                                                       UNDER
                                            THE SECURITIES ACT OF 1933
                                               _____________________

                                              FRONTIER AIRLINES, INC.
                              (Exact name of registrant as specified in its charter)

                          Colorado                                                 84-1256945
              (State or other jurisdiction of                         (I.R.S. Employer Identification No.)
               incorporation or organization)

                                                  7001 Tower Road
                                              Denver, Colorado 80249
                                                   (720) 374-4200
                     (Address, including zip code, and telephone number, including area code,
                                   of registrant’s principal executive offices)

                                                   Paul H. Tate
                                    Vice President and Chief Financial Officer
                                                  7001 Tower Road
                                              Denver, Colorado 80249
                                                  (720) 374-4200
                  (Name, address, including zip code, and telephone number, including area code,
                                               of agent for service)
                                               _____________________

                                                  With a copy to:

                                                 Douglas R. Wright
                                                 Jeffrey A. Sherman
                                                 Michael M. McGawn
                                                Faegre & Benson LLP
                                         370 Seventeenth Street, Suite 2500
                                               Denver, Colorado 80202
                                                   (303) 592-9000
                                               _____________________

         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, check the following box. |_|

         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. |X|

         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  statement  number of
the earlier effective registration statement for the same offering. |_|

         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. |_|

         If delivery of the  prospectus  is expected to be made  pursuant to Rule 434,  please check the  following
box. |_|

                                               _____________________

                                        CALCULATION OF REGISTRATION FEE(1)
- -------------------------------------------------------------------------------------------------------------------
              Title of Each Class of                                 Proposed Maximum      Amount of
- ---------------------------------------------------  Amount to Be        Aggregate       Registration
          Securities to Be Registered(1)             Registered(2)   Offering Price(3)        Fee
- --------------------------------------------------------------------------------------------------------
Debt securities; preferred stock, no par value;       $150,000,000   $150,000,000(5)(6)      $13,800
common stock, no par value (4), and securities
warrants
- --------------------------------------------------------------------------------------------------------


(1)    Any securities registered hereunder may be sold separately or as units with other securities registered
       hereunder.

(2)    Includes an indeterminate number of securities as registered hereunder having an aggregate initial
       offering price not to exceed $150,000,000.  For securities issued with an original issue discount, the
       amount to be registered is the amount that, when combined with other securities issued, results in gross
       proceeds not exceeding $150,000,000.

(3)    Estimated solely for purposes of calculating the registration fee, which is calculated in accordance with
       Rule 457(o) of the rules and regulations under the Securities Act.  Rule 457(o) permits the registration
       fee to be calculated on the basis of the maximum offering price of all of the securities listed and,
       therefore, the table does not specify by each class information as to the amount to be registered, the
       proposed maximum offering price per unit or the proposed maximum aggregate offering price.

(4)    Associated with the common stock are common stock purchase rights that will not be exercisable or
       evidenced separately from the common stock prior to the occurrence of certain events.

(5)    No separate consideration will be received for securities that are issued upon conversion of debt
       securities or preferred stock.

(6)    In U.S. dollars or the equivalent thereof in one or more foreign currencies or composite currencies.
________________________________________________________________________________________________

         The  registrant  hereby  amends this  registration  statement on such date or dates as may be necessary to
delay its effective date until the registrant shall file a further  amendment which  specifically  states that this
registration  statement shall thereafter  become effective in accordance with Section 8(a) of the Securities Act of
1933 or until this  registration  statement shall become effective on such date as the Commission,  acting pursuant
to said Section 8(a), may determine.


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



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 April 12, 2002)


PROSPECTUS

                                                   $150,000,000

                                                      [LOGO]

                                              FRONTIER AIRLINES, INC.

                                                  Debt Securities
                                                  Preferred Stock
                                                   Common Stock
                                                Securities Warrants


                                               _____________________

         We will provide the specific terms of these securities as well as prices at which they will be sold, in
supplements to this prospectus.  You should read this prospectus and the applicable supplement carefully before
you invest.

         Our common stock is quoted and traded on the Nasdaq National Market under the symbol “FRNT.”

                                               _____________________

         Neither the Securities and Exchange Commission nor any state securities commission has approved or
disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to
the contrary is a criminal offense.

         We will sell these securities directly to our shareholders or to purchasers or through agents on our
behalf or through underwriters or dealers as designated from time to time.  If any agents or underwriters are
involved in the sale of any of these securities, the applicable prospectus supplement will provide the names of
the agents or underwriters and any applicable fees, commissions or discounts.

         You should rely only on the information contained or incorporated by reference in this prospectus.  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 is accurate as of the date on the front cover of this prospectus only.  Our
business, financial condition, results of operations and prospects may have subsequently changed.

                                               _____________________

                                  This prospectus is dated ________________, 2002


                                                        20

                                                         2

                                                 TABLE OF CONTENTS

                                                                                             Page

About This Prospectus........................................................................ 2
Where You Can Find More Information.......................................................... 3
Forward-Looking Statements................................................................... 4
The Company.................................................................................. 5
Risk Factors................................................................................. 5
Use of Proceeds.............................................................................. 5
Dividend Policy.............................................................................. 5
Ratio of Earnings to Fixed Charges........................................................... 6
Description of Debt Securities............................................................... 7
Description of Preferred Stock...............................................................12
Description of Common Stock..................................................................14
Description of Securities Warrants...........................................................15
Plan of Distribution.........................................................................18
Legal Matters................................................................................19
Experts......................................................................................20


                                               ABOUT THIS PROSPECTUS

         This prospectus is part of a registration statement that we filed with the Securities and Exchange
Commission, or SEC, using a “shelf” registration process. Under this shelf registration process, we may sell:

o        debt securities,

o        preferred stock,

o        common stock, and

o        securities warrants,

either separately or in units, in one or more offerings up to a total dollar amount of $150,000,000.  This
prospectus provides you with a general description of those securities. Each time we sell securities, we will
provide a prospectus supplement that will contain specific information about the terms of that offering.  The
prospectus supplement may also add, update or change information contained in this prospectus.  You should read
this prospectus and the applicable prospectus supplement together with the additional information described under
the heading “Where You Can Find More Information.”

         The registration statement that contains this prospectus (including the exhibits to the registration
statement) contains additional information about our company and the securities offered under this prospectus.
That registration statement can be read at the SEC web site or at the SEC offices mentioned under the heading
“Where You Can Find More Information.”

         Whenever we refer to “we,” “our” or “us” in this prospectus, we mean Frontier Airlines, Inc.  When we
refer to “you” or “yours,” we mean the holders or prospective purchasers of the applicable series of securities.




                                        WHERE YOU CAN FIND MORE INFORMATION

         We file reports, proxy statements and other information with the SEC in accordance with the Securities
Exchange Act of 1934. You may read and copy our reports, proxy statements and other information filed by us at
the public reference facilities of the SEC in Washington, D.C., New York, New York and Chicago, Illinois. Please
call the SEC at 1-800-SEC-0330 for further information about the public reference rooms. Our reports, proxy
statements and other information filed with the SEC are available to the public over the Internet at the SEC’s
World Wide Web site at http://www.sec.gov.

         We “incorporate by reference” into this prospectus the information we file with the SEC, which means
that we can disclose important information to you by referring you to those documents. The information
incorporated by reference is an important part of this prospectus. Some information contained in this prospectus
updates the information incorporated by reference into this prospectus, and information that we file subsequently
with the SEC will automatically update information in this prospectus as well as our other filings with the SEC.
In other words, in the case of a conflict or inconsistency between information set forth in this prospectus and
information incorporated by reference into this prospectus, you should rely on the information contained in the
document that was filed later. We incorporate by reference the documents listed below and any filings we make
with the SEC under Sections 13(a), 13(c), 14, or 15(d) of the Securities Exchange Act of 1934 after the initial
filing of the registration statement that contains this prospectus and prior to the time that we sell all the
securities offered under this prospectus:

o        Annual Report on Form 10-K for the year ended March 31, 2001;

o        Quarterly Reports on Form 10-Q for the quarters ended June 30, 2001, September 30, 2001, and
         December 31, 2001;

o        Current Report on Form 8-K filed January 22, 2001, as amended by a Current Report on Form 8-K/A filed
         July 11, 2001;

o        Current Report on Form 8-K filed May 7, 2001;

o        The description of our common stock contained in the Registration Statement on Form 8-A as declared
         effective by the SEC on May 19, 1994, except that the number of authorized shares of common stock has
         been increased to 100,000,000; and

o        The description of our  common stock purchase rights contained in the Registration Statement on Form 8-A
         filed on March 12, 1997, as amended by an amendment dated June 30, 1997 filed as Exhibit 4.4 to our
         Annual Report on Form 10-KSB for the year ended March 31, 1997, an amendment dated December 5, 1997
         filed on Form 8-A/A on October 14, 1999 and an amendment dated as of May 30, 2001 filed as Exhibit
         4.4(d) to our Annual Report on Form 10-K for the year ended March 31, 2001.

         You may request a copy of these filings (other than an exhibit to a filing unless that exhibit is
specifically incorporated by reference into that filing) at no cost, by writing to or telephoning us at the
following address:

                                            Corporate Secretary
                                            Frontier Airlines, Inc.
                                            7001 Tower Road
                                            Denver, Colorado 80249
                                            (720) 374-4200




                                            FORWARD-LOOKING STATEMENTS


         This prospectus, any prospectus supplement delivered with this prospectus and the documents we
incorporate by reference may contain statements that constitute “forward-looking statements” within the meaning
of Section 27A of the Securities Act of 1933, and Section 21E of the Securities Exchange Act of 1934.
Forward-looking statements include any statements that predict, forecast, indicate or imply future results,
performance or achievements, and may contain the words “believe,” “anticipate,” “expect,” “estimate,” “project,”
“will be,” “will continue,” “will result,” or words or phrases of similar meaning. Any such forward-looking
statements are not assurances of future performance and involve risks and uncertainties. Actual results may vary
materially from anticipated results for a number of reasons, including those stated under the caption “Risk
Factors” in our SEC reports incorporated in this prospectus by reference.  All forward-looking statements
attributable to us are expressly qualified in their entirety by the cautionary statements above.





                                                    THE COMPANY

         We are a scheduled airline based in Denver, Colorado.  As of April 10, 2002, we operate routes linking
our Denver hub to 29 cities in 19 states spanning the nation from coast to coast.  We were organized in February
1994 as a Colorado corporation and we began flight operations in July 1994 with two leased Boeing 737-200 jets.
Since May 2001, we have been executing a fleet replacement plan by which we will replace our leased Boeing
aircraft with new purchased and leased Airbus jet aircraft, a transition we expect to complete by May 2006.  Our
fleet currently consists of 27 leased jets and three purchased Airbus aircraft, including seven Boeing 737-200’s,
17 larger Boeing 737-300’s, and six Airbus A319’s.  We currently use up to 11 gates at our hub, Denver
International Airport, where we operate approximately 136 daily system flight departures and arrivals.

         Our corporate headquarters are located at 7001 Tower Road, Denver, Colorado 80249.  Our administrative
office telephone number is (720) 374-4200; our reservations telephone number is (800) 432-1359; and our World
Wide Web site address is www.frontierairlines.com.   We do not intend to incorporate the contents of our Web site
into this prospectus.


                                                   RISK FACTORS

         Prior to making an investment decision with respect to the securities that we may offer, prospective
investors should carefully consider the specific factors set forth under the caption “Risk Factors” in the
applicable prospectus supplement, together with all of the other information appearing in this prospectus or
incorporated by reference into this prospectus and the applicable prospectus supplement, in light of their
particular investment objectives and financial circumstances.


                                                  USE OF PROCEEDS

         Unless otherwise indicated in an accompanying prospectus supplement, we intend to use the proceeds from
the sale of the securities for general corporate purposes, which may include repayment of indebtedness, purchase
of aircraft or other capital equipment and other capital expenditures, aircraft lease prepayments and additions
to our working capital.  Until the net proceeds have been used, they will be invested in short-term marketable
securities.


                                                  DIVIDEND POLICY

         We have never declared or paid any cash dividends on our common stock or other securities and we do not
anticipate paying cash dividends in the foreseeable future.  We currently intend to retain our earnings, if any,
for future growth.  Future dividends on our common stock or other securities, if any, will be at the discretion
of our board of directors and will depend on, among other things, our operations, capital requirements and
surplus, general financial condition, contractual restrictions and such other factors as our board of directors
may deem relevant.





                                        RATIO OF EARNINGS TO FIXED CHARGES

                                                        Fiscal Year Ended                                   Nine Months Ended
                             ---------------------------------------------------------------------------------------------------------
                         1997           1998         March 31,        2000          2001        December 31,    December 31,
                                                        1999                                        2000            2001


 Ratio of Earnings
 to Fixed Charges...                                    2.56x          2.99x       4.27x          4.80x            1.98x
___________

The historical earnings for the years ended March 31, 1997 and 1998 were inadequate to cover fixed charges.  The coverage
deficiencies were $20,643,000 and $30,249,000, respectively.

For purposes of calculating the ratios, fixed charges consist of:

o        interest on debt;
o        accretion of discount on debt and amortization of debt issuance costs; and
o        the portion of rental expense estimated to represent interest (which we estimate to be a 1/3 of rental expense).


         The ratio of earnings to fixed charges is calculated as follows:

                                          (income before income taxes) +
                                                  (fixed charges)
                                                  (fixed charges)
.........................................................................................................................

         For the periods indicated above, we had no outstanding shares of preferred stock.  Therefore, the
combined ratios of earnings to fixed charges and preferred stock dividends are identical to the ratios presented
above for all such periods.



                                          DESCRIPTION OF DEBT SECURITIES

      This section describes the general terms and provisions of our debt securities.  When we offer to sell a
particular series of debt securities we will provide the specific terms of the series in a prospectus
supplement.  Accordingly, for a description of the terms of any series of debt securities, you must refer to both
the prospectus supplement relating to that series and the description of the debt securities in this prospectus.
To the extent the information contained in the prospectus supplement differs from this summary description, you
should rely on the information in the prospectus supplement.

      The debt securities will be issued under an indenture between us and the trustee named in the applicable
prospectus supplement.  As used in this prospectus, “debt securities” means the debentures, notes, bonds and
other evidences of indebtedness that we issue and the trustee authenticates and delivers under the indenture.

      We have summarized the material terms and provisions of the indenture in this section. We have also filed
the form of the indenture as an exhibit to the registration statement. You should read the form of indenture for
additional information before you buy any debt securities. The summary that follows includes references to
section numbers of the indenture so that you can more easily locate these provisions.

General

      The debt securities will be our direct obligations, which may be secured or unsecured, senior or
subordinated and convertible into shares of our common stock or preferred stock.  The indenture does not limit
the amount of debt securities that we may issue and permits us to issue debt securities from time to time. Debt
securities issued under the indenture will be issued as part of a series that has been established by us under
the indenture. (Section 301)

      A prospectus supplement relating to a series of debt securities being offered will include specific terms
relating to the offering.  These terms will include some or all of the following:

o        the title and type of the debt securities;

o        any limit on the total principal amount of the debt securities;

o        the price at which the debt securities will be issued;

o        the date or dates on which the principal of and premium, if any, on the debt securities will be payable;

o        the maturity date of the debt securities;

o        if the debt securities will bear interest:

o        the interest rate on the debt securities, and whether the interest rate will be fixed or variable, or
                the method used to determine the rate at which the debt securities will bear interest;
o        the date from which interest will accrue;
o        the record and interest payment dates for the debt securities;
o        the first interest payment date; and
o        any circumstances under which we may defer interest payments;

o        any optional redemption provisions that would permit us or the holders of debt securities to elect
         redemption of the debt securities prior to their final maturity;

o        any mandatory redemption or sinking fund provisions that would obligate us to redeem the debt securities
         prior to their final maturity;

o        whether the debt securities will be secured or unsecured;

o        any subordination provisions;

o        the terms applicable to any debt securities issued at a discount from their stated principal amount;

o        if the debt securities will be convertible into or exchangeable for our common stock, preferred stock,
         or other debt securities at our option or the option of the holders, the provisions relating to such
         conversion or exchange;

o        the currency or currencies in which the debt securities will be denominated and payable, if other than
         U.S. dollars;

o        any provisions that would permit us or the holders of the debt securities to elect the currency or
         currencies in which the debt securities are paid;

o        whether the provisions described under the heading “Defeasance” below apply to the debt securities;

o        any changes to or additional events of default or covenants;

o        whether we will issue the debt securities in whole or in part in the form of global securities and, if
         so, the depositary for those global securities;

o        any special tax implications of the debt securities;

o        any provisions relating to any security provided for the debt securities; and

o        any other terms of the debt securities.  (Section 301)

Denominations

      Unless the prospectus supplement states otherwise, the debt securities will be issued only in registered
form, without coupons, in denominations of $1,000 each or multiples of $1,000. If we ever issue bearer
securities, we will summarize provisions of the indenture that relate to bearer securities in the applicable
prospectus supplement.

Payment; Transfer

      We will designate a place of payment where you can receive payment of the principal of and any premium and
interest on the debt securities or transfer the debt securities. Even though we will designate a place of
payment, we may elect to pay any interest on the debt securities by mailing a check to the person listed as the
owner of the debt securities in the security register or by wire transfer to an account designated by that person
in writing not less than ten days before the date of the interest payment. (Sections 305, 307, 1002) There will
be no service charge for any registration of transfer or exchange of the debt securities, but we may require you
to pay any tax or other governmental charge payable in connection with a transfer or exchange of the debt
securities. (Section 305)

Covenants

      We will describe in the prospectus supplement any restrictive covenants applicable to an issue of debt
securities.

Conversion and Exchange Rights

      We will describe in the applicable prospectus supplement the terms and conditions, if any, upon which the
debt securities are convertible or exchangeable into common stock or preferred stock.  Those terms will include:

o        whether the debt securities are convertible into or exchangeable for common stock or preferred stock;

o        the conversion price or exchange ratio, or manner of calculation;

o        the conversion or exchange period;

o        provisions regarding whether conversion or exchange will be at our option or at the option of the
           holders;

o        the events requiring an adjustment of the conversion price or exchange ratio; and

o        provisions affecting conversion or exchange in the event of the redemption of the debt securities.

Consolidation, Merger or Sale

      We may not consolidate or merge with or into any other corporation or convey, transfer, or lease
substantially all of our assets, or accept a conveyance, transfer or lease of substantially all of the assets of
another company unless:

o        the resulting or acquiring corporation, if other than us, is an entity organized and validly existing
           under the laws of the United States, any state of the United States or the District of Columbia, and
           expressly assumes all of our responsibilities and liabilities under the indenture, including the
           payment of all amounts due on the debt securities and performance of the covenants in the indenture;

o        immediately after the transaction, no event of default exists; and

o         we deliver an officer’s certificate to the trustee stating that any such transaction is in compliance
          with the terms of the indenture. (Section 801)

      If we consolidate or merge with or into any other corporation or sell all or substantially all of our
assets according to the terms and conditions of the indenture, the resulting or acquiring corporation will be
substituted for us in the indenture with the same effect as if it had been an original party to the indenture. As
a result, the successor corporation may exercise our rights and powers under the indenture, in our name or in its
own name and we will be released from all our liabilities and obligations under the indenture and under the debt
securities. (Section 802)

Events of Default

      Unless otherwise stated in the applicable prospectus supplement, an “event of default,” when used in the
indenture with respect to any series of debt securities, means any of the following:

o        failure to pay interest on any debt security of that series for 30 days after the payment is due;

o        failure to pay the principal of or any premium on any debt security of that series when due;

o        failure to deposit any sinking fund payment on debt securities of that series when due;

o        failure to perform any other covenant in the indenture that applies to debt securities of that series
           for 90 days after we have received written notice of the failure to perform in the manner specified in
           the indenture;

o        certain events in bankruptcy, insolvency or reorganization; or

o        any other event of default that may be specified for the debt securities of that series when that series
           is created. (Section 501)

If an event of default for any series of debt securities occurs and continues, the trustee or the holders of at
least 25% in aggregate principal amount of the outstanding debt securities of the series may declare the entire
principal of all the debt securities of that series to be due and payable immediately. If a declaration occurs,
the holders of a majority of the aggregate principal amount of the outstanding debt securities of that series
can, subject to certain conditions, rescind the declaration. (Sections 502, 513)

      The prospectus supplement relating to each series of debt securities that are original issue discount
securities will describe the particular provisions that relate to the acceleration of maturity of a portion of
the principal amount of that series when an event of default occurs and continues.

      An event of default for a particular series of debt securities does not necessarily constitute an event of
default for any other series of debt securities issued under the indenture.  The indenture requires us to file an
officers’ certificate with the trustee each year that states that certain defaults do not exist under the terms
of the indenture.  (Section 1008)  The trustee may withhold notice to the holders of debt securities of any
default, except defaults in the payment of principal, premium, interest or any sinking fund installment, if it
considers the withholding of notice to be in the best interests of the holders. (Section 602)

      Other than its duties in the case of a default, a trustee is not obligated to exercise any of its rights or
powers under the indenture at the request, order or direction of any holders, unless the holders offer the
trustee reasonable indemnification.  (Sections 601, 603) If reasonable indemnification is provided, then, subject
to certain other rights of the trustee, the holders of a majority in principal amount of the outstanding debt
securities of any series may, with respect to the debt securities of that series, direct the time, method and
place of:

o        conducting any proceeding for any remedy available to the trustee; or

o        exercising any trust or power conferred upon the trustee. (Sections 512, 603)

      The holder of a debt security of any series will have the right to begin any proceeding with respect to the
indenture or for any remedy only if:

o        the holder has previously given the trustee written notice of a continuing event of default with respect
           to that series;
o        the holders of at least 25% in aggregate principal amount of the outstanding debt securities of that
           series have made a written request of, and offered reasonable indemnification to, the trustee to begin
           the proceeding;

o        the trustee has not started the proceeding within 60 days after receiving the request; and

o        the trustee has not received directions inconsistent with the request from the holders of a majority in
           aggregate principal amount of the outstanding debt securities of that series during those 60 days.
           (Section 507)

However, the holder of any debt security will have an absolute right to receive payment of principal of and any
premium and interest on the debt security when due and to institute suit to enforce the payment. (Section 508)

Modification and Waiver

      Under the indenture, we and the trustee can modify or amend the indenture with the consent of the holders
of a majority in aggregate principal amount of the outstanding debt securities of each series of debt securities
affected by the modification or amendment. However, we may not, without the consent of the holder of each debt
security affected:

o        change the stated maturity date of any payment of principal or interest;

o        reduce certain payments due on the debt securities;

o        change the place of payment or currency in which any payment on the debt securities is payable;

o        limit a holder’s right to sue us for the enforcement of certain payments due on the debt securities;

o        reduce the percentage of outstanding debt securities required to consent to a modification or amendment
           of the indenture;

o        limit a holder’s right, if any, to repayment of debt securities at the holder’s option; or

o        modify any of the foregoing requirements or a reduction in the percentage of outstanding debt securities
           required to waive compliance with certain provisions of the indenture or to waive certain defaults
           under the indenture. (Section 902)

      Under the indenture, the holders of a majority in aggregate principal amount of the outstanding debt
securities of any series of debt securities may, on behalf of all holders of that series:

o        waive compliance by us with certain restrictive covenants of the indenture; and

o        waive any past default under the indenture, except:

o        a default in the payment of the principal of or any premium or interest on any debt securities of that
               series; or

o        a default under any provision of the indenture that itself cannot be modified or amended without the
               consent of the holders of each outstanding debt security of that series.  (Sections 1009, 513)

Defeasance

      Defeasance and Discharge.  At the time that we establish a series of debt securities under the indenture,
we can provide that the debt securities of that series are subject to the defeasance and discharge provisions of
the indenture.  If we so provide, we will be discharged from our obligations on the debt securities of that
series if we deposit with the trustee, in trust, sufficient money or government obligations to pay the principal,
interest, any premium and any other sums due on the debt securities of that series, such as sinking fund
payments, on the dates the payments are due under the indenture and the terms of the debt securities.  (Section
403)  As used above, “government obligations” mean:

o        securities of the same government that issued the currency in which the series of debt securities are
           denominated and in which interest is payable; or

o        securities of government agencies backed by the full faith and credit of that government.  (Section 101)

      In the event that we deposit funds in trust and discharge our obligations under a series of debt securities
as described above, then:

o        the indenture will no longer apply to the debt securities of that series (except for obligations to
           compensate, reimburse and indemnify the trustee, to register the transfer and exchange of debt
           securities, to replace lost, stolen or mutilated debt securities and to maintain paying agencies and
           the trust funds); and

o        holders of debt securities of that series can only look to the trust fund for payment of principal, any
           premium and interest on the debt securities of that series.  (Section 403)

      Under federal income tax law, a deposit and discharge as described above may be treated as an exchange of
the related debt securities for an interest in the trust mentioned above. Each holder might be required to
recognize gain or loss equal to the difference between:

o        the holder’s cost or other tax basis for the debt securities, and

o        the value of the holder’s interest in the trust.

Holders might be required to include in income a share of the income, gain or loss of the trust, including gain
or loss recognized in connection with any substitution of collateral, as described in this section under the
heading “ Substitution of Collateral” below.  You are urged to consult your own tax advisers as to the specific
consequences of a deposit and discharge as described above, including the applicability and effect of tax laws
other than federal income tax law.

      Defeasance  of Certain  Covenants  and Certain  Events of Default.  At the time that we establish a series of
debt  securities  under the  indenture,  we can provide that the debt  securities of that series are subject to the
covenant  defeasance  provisions  of the  indenture.  If we so provide  and we make the deposit  described  in this
section under the heading “ Defeasance and Discharge” above:

o        we will not have to comply with the following restrictive covenants contained in the indenture:

o        Consolidation, Merger or Sale (Section 801);
o        Maintenance of Properties and Payment of Taxes and Other Claims (Sections 1005 and 1007); and
o        any other covenant we designate when we establish the series of debt securities; and

o        we will not have to treat the events described in the fourth bullet point under the heading “ Events of
           Default” as they relate to the covenants listed above that have been defeased and no longer are in
           effect and the events described in the fifth, sixth and seventh bullet points under the heading
           “ Events of Default” as events of default under the indenture in connection with that series.

In the event of a defeasance, our obligations under the indenture and the debt securities, other than with
respect to the covenants and the events of default specifically referred to above, will remain in effect.
(Section 1501)

      If we exercise our option not to comply with the certain covenants listed above and the debt securities of
that series become immediately due and payable because an event of default has occurred, other than as a result
of an event of default specifically referred to above, the amount of money and/or government obligations on
deposit with the trustee will be sufficient to pay the principal, interest, any premium and any other sums, due
on the debt securities of that series (such as sinking fund payments) on the date the payments are due under the
indenture and the terms of the debt securities, but may not be sufficient to pay amounts due at the time of
acceleration. However, we would remain liable for the balance of the payments.  (Section 1501)

      Substitution of Collateral.  At the time that we establish a series of debt securities under the indenture,
we can provide for our ability to, at any time, withdraw any money or government obligations deposited under the
defeasance provisions described above if we simultaneously substitute other money and/or government obligations
that would satisfy our payment obligations on the debt securities of that series under the defeasance provisions
applicable to those debt securities.  (Section 402)

Limited Liability of Some Persons

      No past, present or future shareholder, incorporator, employee, officer or director of ours or any
successor corporation or any of our affiliates will have any personal liability for our obligations under the
indenture or the debt securities because of his, her or its status as a shareholder, incorporator, employee,
officer or director.


                                          DESCRIPTION OF PREFERRED STOCK

         We currently have no outstanding shares of preferred stock.  Under our articles of incorporation, our
board of directors is authorized to issue shares of our preferred stock from time to time, in one or more classes
or series, without shareholder approval.  Prior to the issuance of shares of each series, the board of directors
is required by the Colorado Business Corporation Act and our articles of incorporation to adopt resolutions and
file a certificate of designation with the Secretary of State of the State of Colorado.  The certificate of
designation fixes for each class or series the designations, powers, preferences, rights, qualifications,
limitations and restrictions, including the following:

o        the number of shares constituting each class or series;

o        voting rights;

o        rights and terms of redemption, including sinking fund provisions;

o        dividend rights and rates;

o        terms concerning the distribution of assets;

o        conversion or exchange terms;

o        redemption prices; and

o        liquidation preferences.

         All shares of preferred stock offered by this prospectus will, when issued, be validly issued, fully
paid and nonassessable and will not have any preemptive or similar rights.  Our board of directors could
authorize the issuance of shares of preferred stock with terms and conditions that could have the effect of
discouraging a takeover or other transaction that might involve a premium price for holders of the shares or that
holders might believe to be in their best interests.

         We will describe in a prospectus supplement relating to the class or series of preferred stock being
offered the following terms:

o        the title and stated value of the preferred stock;

o        the number of shares of the preferred stock offered, the liquidation preference per share and the
           offering price of the preferred stock;

o        the dividend rate(s), period(s) or payment date(s) or method(s) of calculation applicable to the
           preferred stock;

o        whether dividends are cumulative or non-cumulative and, if cumulative, the date from which dividends on
           the preferred stock will accumulate;

o        the procedures for any auction and remarketing, if any, for the preferred stock;

o        the provisions for a sinking fund, if any, for the preferred stock;

o        the provision for redemption, if applicable, of the preferred stock;

o        any listing of the preferred stock on any securities exchange;

o        the terms and conditions, if applicable, upon which the preferred stock will be convertible into common
           stock, including the conversion price or manner of calculation and conversion period;

o        voting rights, if any, of the preferred stock;

o        a discussion of any material or special United States federal income tax considerations applicable to
           the preferred stock;

o        the relative ranking and preferences of the preferred stock as to dividend rights and rights upon the
           liquidation, dissolution or winding up of our affairs;

o        any limitations on issuance of any class or series of preferred stock ranking senior to or on a parity
           with the class or series of preferred stock as to dividend rights and rights upon liquidation,
           dissolution or winding up of our affairs; and
o        any other specific terms, preferences, rights, limitations or restrictions of the preferred stock.

         Unless we specify otherwise in the applicable prospectus supplement, the preferred stock will rank,
relating to dividends and upon our liquidation, dissolution or winding up:

o        senior to all classes or series of our common stock and to all of our equity securities ranking junior
           to the preferred stock;

o        on a parity with all of our equity securities the terms of which specifically provide that the equity
           securities rank on a parity with the preferred stock; and

o        junior to all of our equity securities the terms of which specifically provide that the equity
           securities rank senior to the preferred stock.

         The term equity securities does not include convertible debt securities.



                                            DESCRIPTION OF COMMON STOCK

         As of April 10, 2002, we had 29,512,581 shares of our common stock outstanding held of record by
approximately 872 shareholders.

         Each holder of our common stock is entitled to one vote for each share of common stock held on all
matters as to which holders of common stock are entitled to vote and do not have cumulative voting rights.
Except for and subject to those preferences, rights, and privileges expressly granted to the holders of our
preferred stock, and except as may be provided by the laws of the State of Colorado, the holders of our common
stock have exclusively all other rights of shareholders of our company, including (i) the right to receive
dividends, when, as and if declared by our board of directors out of funds legally available for such dividends;
and (ii) in the event of any distribution of assets upon our dissolution and liquidation, the right to receive
ratably and equally all of our assets remaining after payment of indebtedness and other liabilities and the
satisfaction of any liquidation preferences granted to the holders of any outstanding shares of preferred stock
or other equity securities ranking senior to the common stock.

         Holders of our common stock have no preemptive rights and no conversion rights or other subscription
rights.  There are no redemption or sinking fund provisions applicable to our common stock.  All the outstanding
shares of common stock are, and the shares offered by this prospectus, when issued and paid for, will be, validly
issued, fully paid and nonassessable.  The rights, preferences and privileges of holders of our common stock are
subject to, and may be adversely affected by, the rights of the holders of any shares of our outstanding
preferred stock.

Anti-Takeover Provisions Contained in our Articles of Incorporation and Bylaws

      Certain provisions of our articles of incorporation and bylaws make it less likely that our management
would be changed or someone would acquire voting control of our company without our board’s consent.  These
provisions may delay, deter or prevent tender offers or takeover attempts that shareholders may believe are in
their best interests, including tender offers or attempts that might allow shareholders to receive premiums over
the market price of their common stock.

      Preferred Stock.  Under our restated articles of incorporation, as amended, our board of directors can, at
any time and without shareholder approval, issue one or more new series of preferred stock.  In some cases, the
issuance of preferred stock without shareholder approval could discourage or make more difficult attempts to take
control of our company through a merger, tender offer, proxy contest or otherwise.  Preferred stock with special
voting rights or other features issued to persons favoring our management could stop a takeover by preventing the
person trying to take control of our company from acquiring enough voting shares necessary to take control.

      Number of Directors; Filling Vacancies.  Our bylaws provide that the board of directors will consist of
such number of directors as may be set by resolution of the then-current board.  Further, the bylaws authorize
the board of directors to fill newly created directorships.  Accordingly, this provision could prevent a
shareholder from obtaining majority representation on the board of directors by permitting the board of directors
to enlarge the size of the board and fill the new directorships with its own nominees.

Rights Agreement

         In February 1997, our board of directors declared a dividend distribution of one right (a “Right”) for
each outstanding share of our common stock to shareholders of record at the close of business on March 15, 1997.
Except as described below, each Right, when exercisable, entitles the registered holder to purchase from us one
share of common stock at a purchase price of $65.00 per share (the “Purchase Price”), subject to adjustment.  The
Rights expire at the close of business on February 20, 2007, unless we redeem or exchange them earlier as
described below.  The description and terms of the Rights are set forth in a Rights Agreement, as amended (as so
amended, the “Rights Agreement”).  As a result of the 50 percent stock dividend we distributed on March 5, 2001,
there are currently 0.67 Rights associated with each outstanding share of common stock.

         The Rights are exercisable upon the earlier of (i) 10 days following a public announcement that a person
or group of affiliated or associated persons other than us, our subsidiaries or any person receiving newly-issued
shares of common stock directly from us or indirectly via an underwriter in connection with a public offering by
us (an “Acquiring Person”) has acquired, or obtained the right to acquire, beneficial ownership of 20% or more of
the outstanding shares of common stock (the “Stock Acquisition Date”), or (ii) 10 business days following the
commencement of a tender offer or exchange offer that would result in a person or group beneficially owning 20%
or more of such outstanding shares of common stock.  If any person becomes an Acquiring Person other than
pursuant to a Qualifying Offer (as defined below), each holder of a Right has the right to receive, upon
exercise, common stock (or, in certain circumstances, cash, property or other securities of the Company) having a
value equal to two times the exercise price of the Right.  Notwithstanding any of the foregoing, all Rights that
are beneficially owned by any Acquiring Person will be null and void.  However, Rights are not exercisable in any
event until such time as the Rights are no longer redeemable by us as set forth below.

         A “Qualifying Offer” means a tender offer or exchange offer for, or merger proposal involving, all
outstanding shares of common stock at a price and on terms determined by at least a majority of our board of
directors who are not our officers or employees and who are not related to the person making such offer, to be
fair to and in our best interests and the best interests of our shareholders.  If after the Stock Acquisition
Date we are acquired in a merger or other business combination transaction in which the common stock is changed
or exchanged or in which we are not the surviving corporation (other than a merger that follows a Qualifying
Offer) or 50% or more of our assets or earning power is sold or transferred, each holder of a Right shall have
the right to receive, upon exercise, common stock of the acquiring company having a value equal to two times the
exercise price of the Right.

         The Purchase Price payable, and the number of shares of common stock or other securities or property
issuable, upon exercise of the Right, and the number of Rights associated with each share of common stock, are
all subject to adjustment from time to time to prevent dilution (i) in the event of a stock dividend on, or a
subdivision, combination or reclassification of, the common stock, (ii) if holders of the common stock are
granted certain rights or warrants to subscribe for common stock or convertible securities at less than the
current market price of the common stock, or (iii) upon the distribution to holders of the common stock of
evidences of indebtedness or assets or of subscription rights or warrants. At any time until ten days following
the Stock Acquisition Date, we may redeem the Rights in whole at a price of $.01 per Right.  Upon the action of
the board of directors ordering redemption of the Rights, the Rights will terminate and the only right of the
holders of Rights will be to receive the $.01 redemption price.  While the distribution, if any, of the Rights
will not be taxable to shareholders or to us, shareholders may, depending upon the circumstances, recognize
taxable income if the Rights become exercisable for our common stock or for common stock of the acquiring
company.

         The rights trade automatically with shares of common stock, and are designed to protect the interests of
our company and shareholders against coercive takeover tactics.  The rights are also designed to encourage
potential acquirors to negotiate with our board of directors before attempting a takeover and to increase the
ability of our board of directors to negotiate terms of any proposed takeover that benefit our shareholders.  The
rights may, but are not intended to, deter takeover proposals that may be in the best interests of our
shareholders.


                                        DESCRIPTION OF SECURITIES WARRANTS

      This section describes the general terms and provisions of the securities warrants.  The prospectus
supplement will describe the specific terms of the securities warrants offered through that prospectus supplement
and any general terms outlined in this section that will not apply to those securities warrants.

      We may issue warrants for the purchase of debt securities, preferred stock or common stock, which we will
collectively refer to as the “securities warrants.”  Securities warrants may be issued alone or together with
debt securities, preferred stock or common stock offered by any prospectus supplement and may be attached to or
separate from those securities.  Each series of securities warrants will be issued under a separate warrant
agreement between us and a bank or trust company, as warrant agent, which will be described in the applicable
prospectus supplement.  The securities warrant agent will act solely as our agent in connection with the
securities warrants and will not act as an agent or trustee for any holders of securities warrants.

      We have summarized the material terms and provisions of the securities warrant agreements and securities
warrants in this section.  We have also filed the forms of securities warrant agreements and the certificates
representing the securities warrants as exhibits to the registration statement.  You should read the applicable
forms of securities warrant agreement and securities warrant certificate for additional information before you
buy any securities warrants.

General

      If we offer  securities  warrants,  the  applicable  prospectus  supplement  will  describe  their terms.  If
securities  warrants for the purchase of debt  securities are offered,  the applicable  prospectus  supplement will
describe the terms of those securities warrants, including the following if applicable:

o        the offering price;

o        the currencies in which the securities warrants are being offered;

o        the designation, aggregate principal amount, currencies, denominations and terms of the series of the
           debt securities that can be purchased if a holder exercises the securities warrants;

o        the designation and terms of any series of debt securities or preferred stock with which the securities
           warrants are being offered and the number of securities warrants offered with each debt security,
           share of preferred stock or share of common stock;

o        the date on and after which the holder of the securities warrants can transfer them separately from the
           related common stock or series of debt securities or preferred stock;

o        the principal amount of the series of debt securities that can be purchased if a holder exercises the
           securities warrant and the price at which and currencies in which the principal amount may be
           purchased upon exercise;

o        the date on which the right to exercise the securities warrants begins and the date on which the right
           expires;

o        United States federal income tax consequences; and

o        any other terms of the securities warrants.

Unless we state otherwise in the applicable prospectus supplement, the securities warrants for the purchase of
debt securities will be in registered form only.

      If  securities  warrants  for the purchase of preferred  stock or common  stock are offered,  the  applicable
prospectus  supplement  will  describe  the terms of those  securities  warrants,  including  the  following  where
applicable:

o        the offering price;

o        the total number of shares that can be purchased if a holder of the securities warrants exercises them
           and, in the case of securities warrants for preferred stock, the designation, total number and terms
           of the series of preferred stock that can be purchased upon exercise;

o        the designation and terms of the series of debt securities or preferred stock with which the securities
           warrants are being offered and the number of securities warrants being offered with each debt
           security, share of preferred stock or share of common stock;

o        the date on and after which the holder of the securities warrants can transfer them separately from the
           related common stock or series of debt securities or preferred stock;

o        the number of shares of preferred stock or shares of common stock that can be purchased if a holder
           exercises the securities warrant and the price at which the preferred stock or common stock may be
           purchased upon each exercise;

o        the date on which the right to exercise the securities warrants begins and the date on which the right
           expires;

o        United States federal income tax consequences; and

o        any other terms of the securities warrants.

Securities warrants for the purchase of preferred stock or common stock will be in registered form only.

      A holder of securities warrant certificates may:

o        exchange them for new certificates of different denominations;

o        present them for registration of transfer; and

o        exercise them at the corporate trust office of the securities warrant agent or any other office
           indicated in the applicable prospectus supplement.

Until any securities warrants to purchase debt securities are exercised, the holder of these securities warrants
will not have any of the rights of holders of the debt securities that can be purchased upon exercise, including
any right to receive payments of principal, premium or interest on the underlying debt securities or to enforce
covenants in the indenture.  Until any securities warrants to purchase preferred stock or common stock are
exercised, holders of these securities warrants will not have any rights of holders of the underlying preferred
stock or common stock, including any right to receive dividends or to exercise any voting rights.

Exercise of Securities Warrants

      Each holder of a securities warrant is entitled to purchase the principal amount of debt securities or
number of shares of preferred stock or shares of common stock, as the case may be, at the exercise price
described in the applicable prospectus supplement.  After the close of business on the day when the right to
exercise terminates (or a later date if we extend the time for exercise), unexercised securities warrants will
become void.

      A holder of securities warrants may exercise them by following the general procedure outlined below:

o        delivering to the securities warrant agent the payment required by the applicable prospectus supplement
           to purchase the underlying security;

o        properly completing and signing the reverse side of the securities warrant certificate representing the
           securities warrants; and

o        delivering the securities warrant certificate representing the securities warrants to the securities
           warrant agent within five business days of the securities warrant agent receiving payment of the
           exercise price.

      If you comply with the procedures described above, your securities warrants will be considered to have been
exercised when the securities warrant agent receives payment of the exercise price.  After you have completed
those procedures, we will, as soon as practicable, issue and deliver to you the debt securities, preferred stock
or common stock that you purchased upon exercise.  If you exercise fewer than all of the securities warrants
represented by a securities warrant certificate, the securities warrant agent will issue to you a new securities
warrant certificate for the unexercised amount of securities warrants.  Holders of securities warrants will be
required to pay any tax or governmental charge that may be imposed in connection with transferring the underlying
securities in connection with the exercise of the securities warrants.

Amendments and Supplements to Securities Warrant Agreements

      We may amend or supplement a securities warrant agreement without the consent of the holders of the
applicable securities warrants if the changes are not inconsistent with the provisions of the securities warrants
and do not materially adversely affect the interests of the holders of the securities warrants.  We, along with
the securities warrant agent, may also modify or amend a securities warrant agreement and the terms of the
securities warrants if holders of a majority of the then-outstanding unexercised securities warrants affected by
the modification or amendment consent.  However, no modification or amendment that accelerates the expiration
date, increases the exercise price, reduces the majority consent requirement for any such modification or
amendment, or otherwise materially adversely affects the rights of the holders of the securities warrants may be
made without the consent of each holder affected by the modification or amendment.

Common Stock Warrant Adjustments

      Unless the  applicable  prospectus  supplement  states  otherwise,  the exercise  price of, and the number of
shares of common  stock  covered  by, a common  stock  warrant  will be  adjusted  in the  manner  set forth in the
applicable prospectus supplement if certain events occur, including:

o        if we issue capital stock as a dividend or distribution on the common stock;

o        if we subdivide, reclassify or combine the common stock;

o        if we issue rights or warrants to all holders of common stock entitling them to purchase common stock at
           less than the current market price; or

o        if we distribute to all holders of common stock evidences of our indebtedness or our assets, excluding
           certain cash dividends and distributions described below, or if we distribute to all holders of common
           stock rights or warrants, excluding those referred to in the bullet point above.

      Except as stated above, the exercise price and number of shares of common stock covered by a common stock
warrant will not be adjusted if we issue common stock or any securities convertible into or exchangeable for
common stock, or securities carrying the right to purchase common stock or securities convertible into or
exchangeable for common stock.

      Holders of common stock warrants may have additional rights under the following circumstances:

o        a reclassification or change of the common stock;

o        a consolidation or merger involving our company; or

o        a sale or conveyance to another corporation of all or substantially all of our property and assets.

If one of the above transactions occurs and holders of our common stock are entitled to receive stock,
securities, other property or assets, including cash, with respect to or in exchange for common stock, the
holders of the common stock warrants then outstanding will be entitled to receive upon exercise of their common
stock warrants the kind and amount of shares of stock and other securities or property that they would have
received upon the reclassification, change, consolidation, merger, sale or conveyance if they had exercised their
common stock warrants immediately before the transaction.


                                               PLAN OF DISTRIBUTION

      We may sell the securities from time to time pursuant to underwritten public offerings, negotiated
transactions, block trades or a combination of these methods.  We may sell the securities (1) through
underwriters or dealers, (2) through agents and/or (3) directly to one or more purchasers.  We may distribute the
securities from time to time in one or more transactions at:

o        a fixed price or prices, which may be changed;

o        market prices prevailing at the time of sale;

o        prices related to the prevailing market prices; or

o        negotiated prices.

      We may solicit directly offers to purchase the securities being offered by this prospectus.  We may also
designate agents to solicit offers to purchase the securities from time to time.  We will name in a prospectus
supplement any agent involved in the offer or sale of our securities.

      If we utilize a dealer in the sale of the securities  being offered by this prospectus, we will sell the
securities to the dealer, as principal.  The dealer may then resell the securities to the public at varying
prices to be determined by the dealer at the time of resale.

      If we utilize an underwriter in the sale of the securities being offered by this prospectus, we will
execute an underwriting agreement with the underwriter at the time of sale and we will provide the name of any
underwriter in the prospectus  supplement that the underwriter will use to make resales of the securities to the
public.  In connection with the sale of the securities, we, or the purchasers of securities for whom the
underwriter may act as agent, may compensate the underwriter in the form of underwriting discounts or
commissions.  The underwriter may sell the securities to or through dealers, and the underwriter may compensate
those dealers in the form of discounts, concessions or commissions.

      We will provide in the applicable prospectus supplement any compensation we pay to underwriters, dealers or
agents in connection with the offering of the securities, and any discounts, concessions or commissions allowed
by underwriters to participating dealers.  Underwriters, dealers and agents participating in the distribution of
the securities may be deemed to be underwriters within the meaning of the Securities Act and any discounts and
commissions received by them and any profit realized by them on resale of the securities may be deemed to be
underwriting discounts and commissions.  We may enter into agreements to indemnify underwriters, dealers and
agents against civil liabilities, including liabilities under the Securities Act, or to contribute to payments
they may be required to make in respect thereof.

      The securities may or may not be listed on a national securities exchange.  To facilitate the offering of
securities, certain persons participating in the offering may engage in transactions that stabilize, maintain or
otherwise affect the price of the securities.  This may include over-allotments or short sales of the securities,
which involves the sale by persons participating in the offering of more securities than we sold to them.  In
these circumstances, these persons would cover such over-allotments  or short positions by making purchases in
the open market or by exercising their over-allotment option.  In addition, these persons may stabilize or
maintain the price of the securities by bidding for or purchasing securities in the open market or by imposing
penalty bids, whereby selling concessions allowed to dealers participating in the offering may be reclaimed if
securities sold by  them are repurchased in connection with stabilization transactions.  The effect of these
transactions may be to stabilize or maintain the market price of the securities at a level above that which might
otherwise prevail in the open market.  These transactions may be discontinued at any time.

      When we issue the securities offered under this prospectus, except for shares of common stock, they may be
new securities without an established trading market.  If we sell a security offered under this prospectus to an
underwriter for public offering and sale, the underwriter may make a market for that security, but the
underwriter will not be obligated to do so and could discontinue any market making without notice at any time.
Therefore, we cannot give any assurances to you concerning the liquidity of any security offered under this
prospectus.

      We may provide underwriters, agents, dealers or purchasers with indemnification against civil liabilities,
including liabilities under the Securities Act, or contribution with respect to payments that the underwriters,
agents, dealers or purchasers may make with respect to such liabilities.

      The underwriters, dealers and agents may engage in transactions with us, or perform services for us, in the
ordinary course of business.


                                                  LEGAL OPINIONS

      Faegre & Benson LLP, Denver, Colorado, will issue an opinion about the legality of the securities offered
under this prospectus.  Any underwriters will be represented by their own legal counsel.


                                                      EXPERTS

      The financial statements of Frontier Airlines, Inc. as of March 31, 2001 and 2000, and for each of the
years in the three-year period ended March 31, 2001, have been incorporated by reference herein and in the
registration statement in reliance upon the report of KPMG LLP, independent accountants, incorporated by
reference herein, and upon the authority of said firm as experts in accounting and auditing.




                                                       II-3
                                                       II-4
                                                      PART II
                                      INFORMATION NOT REQUIRED IN PROSPECTUS



Item 14.  Other Expenses of Issuance and Distribution

         Our  estimated  expenses  in  connection  with the  issuance  and  distribution  of the  securities  being
registered are set forth in the following table.


SEC Registration Fee                                                                               $ 13,800
Legal Fees and Expenses*                                                                            100,000
Trustee Fees and Expenses*                                                                           30,000
Accounting Fees and Expenses*                                                                        50,000
Printing and Engraving Fees*                                                                         60,000
Rating Agency Fees*                                                                                 100,000
Nasdaq and Other Listing Fees*                                                                       60,000
Miscellaneous*                                                                                       21,200
Total                                                                                              $425,000

___________
- -------------------------------------------------------------------------------------------------------------------

*Estimated pursuant to instruction to Item 511 of Regulation S-K.

Item 15.  Indemnification of Directors and Officers

         The Colorado Business Corporation Act permits a corporation organized under it to indemnify its
directors, officers, employees, and agents for various acts.  Our bylaws provide that we will indemnify any our
directors, officers, employees or agents to the maximum extent provided by law.

         The Colorado Business Corporation Act would permit us to indemnify any officer, director, employee, or
agent against expenses, fines, penalties, settlements, or judgments arising in connection with a legal proceeding
to which such person was a party to the extent that such person’s actions were in good faith, were believed to be
in our best interest, and were not unlawful.  Therefore, if we cannot show that an officer, director, employee,
’
belief that his or her actions were in our best interests, not opposed to our best interests, or not unlawful, we
would be required to indemnify such person.  Furthermore, indemnification would be mandatory with respect to a
director or officer who was wholly successful in defense of a proceeding.

         The circumstances under which indemnification is granted in connection with an action brought on our
behalf are generally the same as those mentioned above.  However, with respect to actions against directors,
indemnification is granted only with respect to reasonable expenses actually incurred in connection with the
defense or settlement of the action.  In these actions, the person to be indemnified must have acted in good
faith and in a manner the person reasonably believed was in our best interest; the person must not have been
adjudged liable to us; and the person must not have received an improper personal benefit.

         Indemnification may also be granted under the terms of agreements that may be entered into in the future
according to a vote of shareholders or directors.  In addition, we purchase and maintain insurance that protects
our officers and directors against any liabilities incurred in connection with their services in these positions.


Item 16.  Exhibits

      The following exhibits are filed as part of this registration statement:

1.1       Form of Underwriting Agreements.(1)
4.1       Specimen common stock certificate of the Company.(2)
4.2       Restated Articles of Incorporation (as amended November 2, 2001).(3)
4.3       Bylaws (as amended).(4)
4.4       Rights Agreement, dated as of February 20, 1997, between Frontier Airlines, Inc. and American Securities
          Transfer & Trust, Inc., including the form of Rights Certificate and the Summary of Rights attached
          thereto as Exhibits A and B, respectively, incorporated by reference to Frontier Airlines, Inc.
          Registration Statement on Form 8-A dated March 11, 1997. (5)
4.4(a)    Amendment to Rights Agreement dated June 30, 1997.(6)
4.4(b)    Amendment to Rights Agreement dated December 5, 1997.(7)
4.4(c)    Third Amendment to Rights Agreement dated September 9, 1999.(8)
4.4(d)    Fourth Amendment to Rights Agreement dated May 30, 2001.(9)
4.5       Form of Indenture.
4.6       Form of Debt Security.(1)
5         Opinion of Faegre & Benson LLP.
12        Computations of ratio of earnings to fixed charges.
23(a)     Consent of Faegre & Benson LLP. (included as part of Exhibit 5)
23(b)     Consent of KPMG LLP.
24        Powers of Attorney. (Contained on the signature page of this registration statement)
25        Statement of Eligibility and Qualification of Trustee.(1)
___________

(1)        To be filed by amendment or incorporated by reference in connection with the issuance of the securities.
(2)        Incorporated by reference from the Company’s Registration Statement on Form SB-2, Commission File No.
           33-77790-D, declared effective May 20, 1994.
(3)        Incorporated by reference from the Company’s Quarterly Report on Form 10-Q, Commission File No. 0-24126,
           filed on November 14, 2001.
(4)        Incorporated by reference from the Company’s Quarterly Report on Form 10-Q, Commission File No. 0-24126,
           filed on August 10, 1999.
(5)        Incorporated by reference from the Company’s Report on Form 8-K filed on March 12, 1997
(6)        Incorporated by reference from the Company’s Annual Report on Form 10-KSB, Commission File No. 0-24126,
           filed July 14, 1997.
(7)        Incorporated by reference from the Company’s Annual Report on Form 10-K, Commission File No. 0-24126,
           filed on June 22, 1999.
(8)        Incorporated by reference from the Company’s Report on Form 8-K filed on October 1, 1997.
(9)        Incorporated by reference from the Company’s Annual Report on Form 10-K, Commission file No. 0-24126,
           filed on June 8, 2001, as amended by Form 10-K/A filed on July 31, 2001.

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:

                           (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) 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;

                           (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  paragraphs  (a)(1)(i) and  (a)(1)(ii) of  this  section  do  not  apply  if the
         information  required to be included in a  post-effective  amendment by those  paragraphs  is contained in
         periodic  reports filed with or furnished to the  Commission by the  registrant  pursuant to Section 13 or
         15(d) of the  Securities  Exchange  Act of 1934 that are  incorporated  by  reference in 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.

         (b)      The  undersigned  registrant  hereby  undertakes  that, for purposes of determining any liability
under the  Securities Act of 1933,  each filing of the  registrant’s  annual report  pursuant to  Section 13(a)  or
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)      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 Act 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 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 Act and  will be  governed  by the  final
adjudication of such issue.

         (d)      The undersigned registrant hereby undertakes that:

                  (1)      For purposes of determining any liability under the Securities Act of 1933, the
         information omitted from the form of prospectus filed as part of this registration statement in reliance
         upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b)(1)
         or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as
         of the time it was declared effective.

                  (2)      For the purpose of determining any liability under the Securities Act of 1933, each
         post-effective amendment that contains a form of prospectus 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.

         (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
in accordance with the rules and  regulations  prescribed by the Commission  under Section  305(b)(2) of  the Trust
Indenture Act.




                                                       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 Denver and the State of Colorado, on the 10th day of  April, 2002.

                                                     Frontier Airlines, Inc.
                                                     By
                                                           /s/ Jeff S. Potter
                                                           Jeff S. Potter, Chief Executive Officer


         Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has
been signed by the following persons in the capacities and on the dates indicated.  Each person whose signature
appears below authorizes Jeff S. Potter and Paul H. Tate, and each of them, with full power of substitution and
resubstitution, his true and lawful attorneys-in-fact, for him in any and all capacities, to sign any amendments
(including post-effective amendments or supplements) to this registration statement and to file the same, with
exhibits thereto, and other documents in connection therewith, with the SEC.



Signature                            Title                                                                Date

/s/ Samuel D. Addoms
Samuel D. Addoms                     Chairman of the Board and Director                                   April 10, 2002
/s/ Jeff S. Potter
Jeff S. Potter                       Chief Executive Officer and Director (Principal Executive Officer)   April 10, 2002
/s/ Paul H. Tate
Paul H. Tate                         Vice President and Chief Financial Officer (Principal Financial      April 10, 2002
                                     Officer)
/s/ Elissa A. Potucek
Elissa A. Potucek                    Vice President, Controller and Treasurer (Principal Accounting       April 10, 2002
                                     Officer)
/s/ Paul S. Dempsey
Paul S. Dempsey                      Director                                                             April 10, 2002
/s/ B. LaRae Orullian
B. LaRae Orullian                    Director                                                             April 10, 2002
/s/ William B. McNamara
William B. McNamara                  Director                                                             April 10, 2002
/s/ D. Dale Browning
D. Dale Browning                     Director                                                             April 10, 2002
/s/ James B. Upchurch
James B. Upchurch                    Director                                                             April 10, 2002






                                                   EXHIBIT INDEX




Exhibit
Number        Document Description

1.1           Underwriting Agreements(1)
4.1           Specimen common stock certificate of the Company.(2)
4.2           Restated Articles of Incorporation (as amended November 2, 2001).(3)
4.3           Bylaws (as amended).(4)
4.4           Rights Agreement, dated as of February 20, 1997, between Frontier Airlines, Inc. and American
              Securities Transfer & Trust, Inc., including the form of Rights Certificate and the Summary of Rights
              attached thereto as Exhibits A and B, respectively, incorporated by reference to Frontier Airlines,
              Inc. Registration Statement on Form 8-A dated March 11, 1997. (5)
4.4(a)        Amendment to Rights Agreement dated June 30, 1997.(6)
4.4(b)        Amendment to Rights Agreement dated December 5, 1997.(7)
4.4(c)        Third Amendment to Rights Agreement dated September 9, 1999.(8)
4.4(d)        Fourth Amendment to Rights Agreement dated May 30, 2001.(9)
4.5           Form of Indenture.
4.6           Form of Debt Security.(1)
5             Opinion of Faegre & Benson LLP.
12            Computations of ratio of earnings to fixed charges.
23(a)         Consent of Faegre & Benson LLP. (included as part of Exhibit 5)
23(b)         Consent of KPMG LLP.
24            Powers of Attorney. (Contained on the signature page of this registration statement)
25            Statement of Eligibility and Qualification of Trustee.(1)
___________
- -------------------------------------------------------------------------------------------------------------------

(1)            To be filed by amendment or incorporated by reference in connection with the issuance of the
               securities.
(2)            Incorporated by reference from the Company’s Registration Statement on Form SB-2, Commission File No.
               33-77790-D, declared effective May 20, 1994.
(3)            Incorporated by reference from the Company’s Quarterly Report on Form 10-Q, Commission File No.
               0-24126, filed on November 14, 2001.
(4)            Incorporated by reference from the Company’s Quarterly Report on Form 10-Q, Commission File No.
               0-24126, filed on August 10, 1999.
(5)            Incorporated by reference from the Company’s Report on Form 8-K filed on March 12, 1997
(6)            Incorporated by reference from the Company’s Annual Report on Form 10-KSB, Commission File No.
               0-24126, filed July 14, 1997.
(7)            Incorporated by reference from the Company’s Annual Report on Form 10-K, Commission File No. 0-24126,
               filed on June 22, 1999.
(8)            Incorporated by reference from the Company’s Report on Form 8-K filed on October 1, 1997.
’
               filed on June 8, 2001, as amended by Form 10-K/A filed on July 31, 2001.

EX-5

                                                                 EXHIBIT 5

                                        [Letterhead of Faegre & Benson LLP]

                                                  April 10, 2002

Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, D.C.  20549

                  Re:      Frontier Airlines, Inc.
                           Registration Statement on Form S-3


Ladies and Gentlemen:

         We have acted as counsel for Frontier Airlines, Inc., a Colorado corporation (the “Company”).  In such
capacity, we have examined the above-referenced Registration Statement on Form S-3 under the Securities Act of
1933, as amended (the “Registration Statement”), which the Company has filed covering the sale of securities (the
“Securities”) having an aggregate initial offering price of up to $150,000,000:

                  (i)      debt securities (the “Debt Securities”), issuable directly or upon exercise of
                           Warrants (as defined below);

                  (ii)     preferred stock (the “Preferred Stock”), of the Company, issuable directly or upon
                           exercise of Warrants (as defined below);

                  (iii)    common stock (the “Common Stock”) of the Company, issuable directly or upon conversion
                           of Debt Securities or Preferred Stock, or upon exercise of Warrants (as defined below);

                  (iv)     warrants to purchase Debt Securities, Preferred Stock, or Common Stock (collectively,
                           the “Warrants”); and

                  (v)      units comprised of one or more of the above-referenced securities offered together in
                           different combinations (the “Units”).

         The Securities may be offered in separate series, in amounts, at prices, and on terms to be set forth in
the prospectus and one or more supplements to the prospectus (collectively, the “Prospectus”) constituting a part
of the Registration Statement, and in the Registration Statement.  The Debt Securities are to be issued under one
or more indentures in the form filed as Exhibit 4.5 to the Registration Statement, with appropriate insertions
(the “Indenture”), to be entered into by the Company and a trustee or trustees to be named by the Company.  Each
series of Preferred Stock is to be issued under the Company’s Articles of Incorporation, as amended (the
“Articles of Incorporation”), and a certificate of designations (a “Certificate of Designations”) to be approved
by the Board of Directors of the Company or a committee thereof and filed with the Secretary of State of the
State of Colorado (the “Colorado Secretary of State”) in accordance with the Colorado Business Corporation Act,
to be entered into by the Company.  The Warrants are to be issued under warrant agreements (the “Warrant
Agreements”), to be entered into by the Company and warrant agents to be named by the Company.

         As part of the corporate action taken and to be taken in connection with the issuance of the Securities
(the “Corporate Proceedings”), the Board of Directors will, before they are issued, authorize the issuance of any
Securities other than the Debt Securities and certain terms of the Securities to be issued by the Company from
time to time will be approved by the Board of Directors of the Company or a committee thereof or certain
authorized officers of the Company.

         We have examined or are otherwise familiar with the Articles of Incorporation, the By-Laws of the
Company, as amended, the Registration Statement, such of the Corporate Proceedings as have occurred as of the
date hereof, and such other documents, records and instruments as we have deemed necessary or appropriate for the
purposes of this opinion.

         Based on the foregoing and the assumptions that follows, we are of the opinion that:

                  (i)      upon the execution and delivery by the Company of the Indenture, the Indenture will
                           become a valid and binding obligation of the Company;

                  (ii)     upon (a) the execution and delivery by the Company of the Indenture, (b) the
                           completion of all required Corporate Proceedings relating to the issuance of Debt
                           Securities, (c) the due execution and delivery of the Debt Securities, and (d) the due
                           authentication of the Debt Securities by a duly appointed trustee, such Debt
                           Securities will be valid and binding obligations of the Company;

                  (iii)    upon (a) the due authorization, execution, acknowledgment, delivery and filing by the
                           Company with, and recording by the Colorado Secretary of State of the applicable
                           Certificate of Designations, (b) the completion of all required Corporate Proceedings
                           relating to the issuance of Preferred Stock, and (c) the due execution, issuance and
                           delivery of certificates representing the Preferred Stock pursuant to such Certificate
                           of Designations, the Preferred Stock will be validly authorized and issued, fully paid
                           and non-assessable;

                  (iv)     upon (a) the completion of all required Corporate Proceedings relating to the issuance
                           of Common Stock, and (b) the execution, issuance and delivery of the certificates
                           representing Common Stock, the Common Stock will be validly authorized and issued,
                           fully paid and non-assessable; and

                  (v)      upon (a) the completion of all required Corporate Proceedings relating to the issuance
                           of Warrants, (b) the due execution and delivery of Warrant Agreements, (c) the due
                           execution and delivery of the related Warrants, and (d) the due authentication of the
                           related Warrants by the Warrant Agent, such Warrants will be legally issued, valid and
                           binding obligations of the Company.

         The foregoing opinions assume that (a) the consideration designated in the applicable Corporate
Proceedings for any Security shall have been received by the Company in accordance with applicable law; (b) the
Indenture and any Warrant Agreement shall have been duly authorized, executed and delivered by all parties
thereto other than the Company; (c) the Registration Statement shall have become effective under the Securities
Act; and (d) the Indenture shall have become qualified under the Trust Indenture Act of 1939, as amended.

         Without limiting any other qualifications set forth herein, to the extent they relate to enforceability,
each of the foregoing opinions is subject to the limitation that the provisions of the referenced instruments and
agreements may be limited by bankruptcy or other laws of general application affecting the enforcement of
creditors’ rights and by general equity principles (regardless of whether enforcement is considered in a
proceeding in equity or at law) and to the effect of generally applicable laws that (a) limit the availability of
a remedy under certain circumstances where another remedy has been elected, (b) limit the enforceability of
provisions releasing, exculpating or exempting a party from, or requiring indemnification of a party for,
liability for its own action or inaction, to the extent the action or inaction involves gross negligence,
recklessness, willful misconduct or unlawful conduct, or (c) may, where less than all of a contract may be
unenforceable, limit the enforceability of the balance of the contract to circumstances in which the
unenforceable portion is not an essential part of the agreed exchange.  We have also assumed (a) the accuracy and
truthfulness of all public records of the Company and of all certifications, documents and other proceedings
examined by us that have been produced by officials of the Company acting within the scope of their official
capacities, without verifying the accuracy or truthfulness of such representations, (b) the genuineness of such
signatures appearing upon such public records, certifications, documents and proceedings, (c) the legal capacity
of natural persons who are involved on behalf of the Company to enter into and perform the referenced instrument
or agreement or to carry out their role in it, (d) the satisfaction by each party to the referenced instrument or
agreement (other than the Company) of those legal requirements that are applicable to it to the extent necessary
to make the referenced instrument or agreement enforceable against it, (e) the compliance by each party to the
referenced instrument or agreement (other than the Company) with all legal requirements pertaining to its status
as such status relates to its rights to enforce such instrument or agreement against the Company, (f) the
accuracy and completeness of each document submitted for review and the authenticity of each document that is an
original or, if such document is a copy, its conformance to an authentic original, (g) the absence of any mutual
mistake of fact or misunderstanding, fraud, duress or undue influence, and (h) the compliance of the conduct of
the parties to the referenced instrument or agreement with any requirement of good faith, fair dealing and
conscionability.

         We express no opinion as to the laws of any jurisdiction other than the laws of the State of Colorado
and the federal laws of the United States of America.  To the extent that the governing law provision of a
Warrant Agreement may relate to the laws of a jurisdiction as to which we express no opinion, the opinions set
forth herein are given as if the law of Colorado governs the Warrant Agreement.

         This opinion is being furnished in accordance with the requirements of Item 16 of Form S-3 and Item
601(b)(5)(i) of Regulation S-K.

         We consent to the filing of this opinion letter as Exhibit 5.1 to the Registration Statement and to the
reference to this firm under the caption “Legal Matters” in the prospectus which is part of the Registration
Statement.  In giving this consent, we do not thereby admit that we are within the category of persons whose
consent is required under Section 7 of the Act, the rules and regulations of the Securities and Exchange
Commission promulgated thereunder, or Item 509 of Regulation S-K.

         This opinion letter is rendered as of the date first written above and we disclaim any obligation to
advise you of facts, circumstances, events or developments which hereafter may be brought to our attention and
which may alter, affect or modify the opinion expressed herein.  Our opinion is expressly limited to the matters
set forth above and we render no opinion, whether by implication or otherwise, as to any other matters relating
to the Company or the Securities.


                                                     /s/ FAEGRE & BENSON LLP

EX-12

                                                                                   Exhibit 12
               Statement of Computation of Ratio of Earnings to Fixed Charges


                         Frontier Airlines Earnings to Fixed Charges
             Years Ended March 31 and 9 months ended December 31, 2001 and 2000
                                       (000s omitted)


                                                                                                       Nine Months      Nine Months
                                                                                                          Ended            Ended
                                                                                                       December 31,    December 31,
                                    1997         1998          1999          2000          2001            2000            2001

Pre-tax income from
   continuing operations:      $  (12,186)   $   (17,746)  $   25,086    $    43,415   $   88,332     $     76,527    $     23,639

Fixed charges:
   Interest expensed                    20            324         701            119           94               56           2,118
   Estimate of interest
   within rental expense             8,437         12,179      15,351         21,712       26,900           20,067          21,922
                               --------------- ------------- ------------- ------------- -------------- --------------- ----------------
Total Fixed Charges                  8,457         12,503      16,052         21,831       26,994           20,123          24,040
                               =============== ============= ============= ============= ============== =============== ================

Earnings                       $   (3,729)   $    (5,243)  $   41,138    $    65,246   $  115,326     $     96,650    $     47,679
                               =============== ============= ============= ============= ============== =============== ================

Earnings/Fixed Charges Ratio          ------        ------       2.56           2.99         4.27             4.80            1.98

                               =============== ============= ============= ============= ============== =============== ================
Dollar deficiency for ratios   $    20,643   $     30,249
    1.1                        =============== =============

Rental expense                 $    25,337   $     36,574  $   46,099    $    65,202   $   80,782     $     60,261    $     65,832
                               =============== ============= ============= ============= ============== =============== ================
One-third of rental expense
                               $     8,437   $     12,179  $   15,351    $    21,712   $   26,900     $     20,067    $     21,922
                               =============== ============= ============= ============= ============== =============== ================

EX-23

                                                                  Exhibit 23(b)





                                          Consent of Independent Auditors


The Board of Directors
Frontier Airlines, Inc.:

We consent to the use of our report dated May 30, 2001, with respect to the balance
sheets of Frontier Airlines, Inc. as of March 31, 2001 and 2000, and the related
statements of income, stockholders’ equity, and cash flows for each of the
years in the three-year period ended March 31, 2001, which report appears in the
March 31, 2001 Annual Report on Form 10-K of Frontier Airlines, Inc. incorporated
by reference herein and to the reference to our firm under the heading
“Experts” in the prospectus.

                                                     KPMG LLP


Denver, Colorado
April 10, 2002

EX-4

                                                                     Exhibit 4.5

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







                                              FRONTIER AIRLINES, INC.

                                                        TO


                                          ______________________________

                                                      Trustee


                                                 ________________



                                                     INDENTURE


                                           Dated as of __________, 200_


                                                 ________________












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


                                              FRONTIER AIRLINES, INC.

                          Reconciliation and tie between Trust Indenture Act of 1939 and
                                   Indenture, dated as of ______________, 200__

Trust Indenture Act Section                                                                    Indenture Section

310(a)(1)....................................................................................    609
      (a)(2).................................................................................    609
      (a)(3).................................................................................    Not Applicable
      (a)(4).................................................................................    Not Applicable
      (a)(5).................................................................................    609
      (b)....................................................................................    608, 610
      (c)....................................................................................    Not Applicable
311(a).......................................................................................    613
      (b)....................................................................................    613
312(a).......................................................................................    701, 702(a)
      (b)....................................................................................    702(b)
      (c)....................................................................................    702(c)
313(a).......................................................................................    703(a)
      (b)....................................................................................    703(a)
      (c)....................................................................................    703(a)
      (d)....................................................................................    703(b)
314(a).......................................................................................    704, 1011
      (b)....................................................................................    Not Applicable
      (c)(1).................................................................................    102
      (c)(2).................................................................................    102
      (c)(3).................................................................................    Not Applicable
      (d)....................................................................................    Not Applicable
      (e)....................................................................................    102
315(a).......................................................................................    601
      (b)....................................................................................    602
      (c)....................................................................................    601
      (d)....................................................................................    601
      (e)....................................................................................    514
316(a).......................................................................................    101
      (a)(1)(A)..............................................................................    104(h), 502, 512
      (a)(1)(B)..............................................................................    104(h), 513
      (a)(2).................................................................................    Not Applicable
      (b)....................................................................................    508
      (c)....................................................................................    104(h)
317(a)(1)....................................................................................    503
      (a)(2).................................................................................    504
      (b)....................................................................................    1003
318(a).......................................................................................    107
      (c)....................................................................................    107

_____________________________

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


                                                        vii

                                                 TABLE OF CONTENTS

                                                                                                               Page

Parties...........................................................................................................1
Recitals..........................................................................................................1

                                               ARTICLE ONE
                         Definitions and Other Provisions of General Application
Section 101.               Definitions............................................................................1
                           Act....................................................................................2
                           Affiliate..............................................................................2
                           Authenticating Agent...................................................................2
                           Authorized Newspaper...................................................................2
                           Bearer Security........................................................................2
                           Board of Directors.....................................................................2
                           Board Resolution.......................................................................2
                           Business Day...........................................................................2
                           Clearstream............................................................................2
                           Commission.............................................................................2
                           Company  3
                           Company Request........................................................................3
                           Corporate Trust Office.................................................................3
                           Corporation............................................................................3
                           Coupon.................................................................................3
                           Debt Securities........................................................................3
                           Defaulted Interest.....................................................................3
                           Depositary.............................................................................3
                           Designated Currency....................................................................3
                           Dollar   3
                           Euro...................................................................................3
                           Euroclear..............................................................................4
                           European Communities...................................................................4
                           Event of Default.......................................................................4
                           Exchange Rate..........................................................................4
                           Exchange Rate Agent....................................................................4
                           Exchange Rate Officer’s Certificate....................................................4
                           Foreign Currency.......................................................................4
                           GAAP...................................................................................4
                           Global Exchange Agent..................................................................4
                           Global Exchange Date...................................................................4
                           Global Security........................................................................4
                           Government Obligations.................................................................4
                           Holder.................................................................................4
                           Indebtedness...........................................................................5
                           Indenture..............................................................................5
                           Interest...............................................................................5
                           Interest Payment Date..................................................................5
                           Maturity...............................................................................5
                           Mortgage...............................................................................5
                           Officers’ Certificate..................................................................5
                           Opinion of Counsel.....................................................................5
                           Original Issue Discount Security.......................................................5
                           Outstanding............................................................................5
                           Paying Agent...........................................................................6
                           Person.................................................................................6
                           Place of Payment.......................................................................6
                           Predecessor Security...................................................................6
                           Preferred Stock........................................................................6
                           Redemption Date........................................................................7
                           Redemption Price.......................................................................7
                           Registered Security....................................................................7
                           Regular Record Date....................................................................7
                           Remarketing Entity.....................................................................7
                           Repayment Date.........................................................................7
                           Repayment Price........................................................................7
                           Responsible Officer....................................................................7
                           Security Register......................................................................7
                           Special Record Date....................................................................7
                           Stated Maturity........................................................................7
                           Subsidiary.............................................................................7
                           Trust Indenture Act....................................................................7
                           Trustee................................................................................7
                           United States..........................................................................8
                           United States Alien....................................................................8
                           Voting Stock...........................................................................8

Section 102.               Compliance Certificates and Opinions...................................................8
Section 103.               Form of Documents Delivered to Trustee.................................................9
Section 104.               Acts of Holders........................................................................9
Section 105.               Notices, etc., to Trustee and Company.................................................12
Section 106.               Notice to Holders; Waiver.............................................................12
Section 107.               Conflict with Trust Indenture Act.....................................................13
Section 108.               Effect of Headings and Table of Contents..............................................13
Section 109.               Successors and Assigns................................................................13
Section 110.               Separability Clause...................................................................13
Section 111.               Benefits of Indenture.................................................................13
Section 112.               Governing Law.........................................................................13
Section 113.               Legal Holidays........................................................................14
Section 114.               Exemption from Individual Liability...................................................14
Section 115.               Counterparts..........................................................................14
                                               ARTICLE TWO
                                           Debt Security Forms
Section 201.               Forms Generally.......................................................................14
Section 202.               Form of Trustee’s Certificate of Authentication.......................................15
Section 203.               Debt Securities in Global Form........................................................15
                                              ARTICLE THREE
                                           The Debt Securities
Section 301.               Amount Unlimited; Issuance in Series..................................................16
Section 302.               Denominations.........................................................................19
Section 303.               Execution, Authentication, Delivery and Dating........................................19
Section 304.               Temporary Debt Securities.............................................................22
Section 305.               Registration; Registration of Transfer and Exchange...................................24
Section 306.               Mutilated, Destroyed, Lost and Stolen Debt Securities.................................27
Section 307.               Payment of Interest; Interest Rights Preserved........................................28
Section 308.               Persons Deemed Owners.................................................................30
Section 309.               Cancellation..........................................................................30
Section 310.               Computation of Interest...............................................................31
Section 311.               Certification by a Person Entitled to Delivery of a Bearer Security...................31
Section 312.               Judgments.............................................................................31



                                               ARTICLE FOUR
                                        Satisfaction and Discharge
Section 401.               Satisfaction and Discharge of Indenture...............................................32
Section 402.               Application of Trust Money and Government Obligations.................................33
Section 403.               Satisfaction, Discharge and Defeasance of Debt Securities of any
                           Series................................................................................34
                                               ARTICLE FIVE
                                                 Remedies
Section 501.               Events of Default.....................................................................36
Section 502.               Acceleration of Maturity; Rescission and Annulment....................................37
Section 503.               Collection of Indebtedness and Suits for Enforcement by Trustee.......................38
Section 504.               Trustee May File Proofs of Claim......................................................38
Section 505.               Trustee May Enforce Claims without Possession of Debt Securities
                           or Coupons............................................................................39
Section 506.               Application of Money Collected........................................................39
Section 507.               Limitation on Suits...................................................................40
Section 508.               Unconditional Right of Holders to Receive Principal, Premium
                           and Interest..........................................................................40
Section 509.               Restoration of Rights and Remedies....................................................41
Section 510.               Rights and Remedies Cumulative........................................................41
Section 511.               Delay or Omission Not Waiver..........................................................41
Section 512.               Control by Holders of Debt Securities.................................................41
Section 513.               Waiver of Past Defaults...............................................................42
Section 514.               Undertaking for Costs.................................................................42
Section 515.               Waiver of Stay or Extension Laws......................................................42
                                               ARTICLE SIX
                                               The Trustee
Section 601.               Certain Duties and Responsibilities...................................................43
Section 602.               Notice of Default.....................................................................43
Section 603.               Certain Rights of Trustee.............................................................43
Section 604.               Not Responsible for Recitals or Issuance of Debt Securities...........................44
Section 605.               May Hold Debt Securities or Coupons...................................................44
Section 606.               Money Held in Trust...................................................................45
Section 607.               Compensation and Reimbursement........................................................45
Section 608.               Disqualification; Conflicting Interests...............................................46
Section 609.               Corporate Trustee Required; Eligibility...............................................46
Section 610.               Resignation and Removal; Appointment of Successor.....................................46
Section 611.               Acceptance of Appointment by Successor................................................48
Section 612.               Merger, Conversion, Consolidation or Succession to Business...........................49
Section 613.               Preferential Collection of Claims Against Company.....................................49
Section 614.               Authenticating Agent..................................................................49
                                              ARTICLE SEVEN
                            Holders’ Lists and Reports By Trustee and Company
Section 701.               Company to Furnish Trustee Names and Addresses of Holders.............................51
Section 702.               Preservation of Information; Communications to Holders................................51
Section 703.               Reports by Trustee....................................................................51
Section 704.               Reports by Company....................................................................52
                                              ARTICLE EIGHT
                           Consolidation, Merger, Conveyance, Transfer or Lease
Section 801.               Company May Consolidate, etc. Only on Certain Terms...................................52
Section 802.               Successor Corporation Substituted.....................................................53
                                               ARTICLE NINE
                                         Supplemental Indentures
Section 901.               Supplemental Indentures without Consent of Holders....................................53
Section 902.               Supplemental Indentures with Consent of Holders.......................................54
Section 903.               Execution of Supplemental Indentures..................................................55
Section 904.               Effect of Supplemental Indentures.....................................................55
Section 905.               Conformity with Trust Indenture Act...................................................56
Section 906.               Reference in Debt Securities to Supplemental Indentures...............................56
                                               ARTICLE TEN
                                                Covenants
Section 1001.              Payment of Principal, Premium and Interest............................................56
Section 1002.              Maintenance of Office or Agency.......................................................56
Section 1003.              Money for Debt Securities Payments to Be Held in Trust................................57
Section 1004.              Corporate Existence...................................................................59
Section 1005.              Maintenance of Properties.............................................................59
Section 1006.              Payment of Additional Amounts.........................................................59
Section 1007.              Payment of Taxes and Other Claims.....................................................60
Section 1008.              Officer’s Certificate as to Default...................................................60
Section 1009.              Waiver of Certain Covenants...........................................................60
                                              ARTICLE ELEVEN
                                      Redemption of Debt Securities
Section 1101.              Applicability of Article..............................................................61
Section 1102.              Election to Redeem; Notice to Trustee.................................................61
Section 1103.              Selection by Trustee of Debt Securities to be Redeemed................................61
Section 1104.              Notice of Redemption..................................................................62
Section 1105.              Deposit of Redemption Price...........................................................62
Section 1106.              Debt Securities Payable on Redemption Date............................................63
Section 1107.              Debt Securities Redeemed in Part......................................................63
                                              ARTICLE TWELVE
                                              Sinking Funds
Section 1201.              Applicability of Article..............................................................64
Section 1202.              Satisfaction of Sinking Fund Payments with Debt Securities............................64
Section 1203.              Redemption of Debt Securities for Sinking Fund........................................64
                                             ARTICLE THIRTEEN
                                    Repayment at the Option of Holders
Section 1301.              Applicability of Article..............................................................65
Section 1302.              Repayment of Debt Securities..........................................................65
Section 1303.              Exercise of Option; Notice............................................................65
Section 1304.              Election of Repayment by Remarketing Entities.........................................66
Section 1305.              Securities Payable on the Repayment Date..............................................66
                                             ARTICLE FOURTEEN
                                  Meetings of Holders of Debt Securities
Section 1401.              Purposes for Which Meetings May Be Called.............................................67
Section 1402.              Call, Notice and Place of Meetings....................................................67
Section 1403.              Persons Entitled to Vote at Meetings..................................................67
Section 1404.              Quorum; Action........................................................................68
Section 1405.              Determination of Voting Rights; Conduct and Adjournment of
                           Meetings..............................................................................68
Section 1406.              Counting Votes and Recording Action of Meetings.......................................69
                                             ARTICLE FIFTEEN
                                                Defeasance
Section 1501.              Termination of Company’s Obligations..................................................70
Section 1502.              Repayment to Company..................................................................71
Section 1503.              Indemnity for Government Obligations..................................................71






                                                        73






                  INDENTURE (the “Indenture”)  dated as of  ________________,  between FRONTIER  AIRLINES,  INC., a
Colorado  corporation  (hereinafter  called the  “Company”),  having its principal  place of business at 7001 Tower
Rd.,  Denver,  Colorado  80249,  and  _________________________,  (hereinafter  called the  “Trustee”),  having its
Corporate Trust Office at ______________________________________________.

                                              RECITALS OF THE COMPANY

                  The Company has duly  authorized  the execution and delivery of this Indenture to provide for the
issuance from time to time of its debentures,  notes, bonds and other evidences of indebtedness  (herein called the
“Debt Securities”).

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

                  NOW, THEREFORE, THIS INDENTURE WITNESSETH:

                  For and in  consideration  of the premises and the purchase of the Debt  Securities of any series
created and issued on or after the date hereof by the Holders thereof,  it is mutually  covenanted and agreed,  for
the benefit of all Holders of such Debt Securities or of any such series, as follows:

                                                    ARTICLE ONE

                                         Definitions and Other Provisions
                                              of General Application

                  Section 101.      Definitions.

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

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

                  (2)      all  other  terms  used  herein  which are  defined  in the  Trust  Indenture  Act or by
         Commission rule or regulation under the Trust Indenture Act, either directly or by reference  therein,  as
         in force at the date as of which this  instrument was executed,  except as provided in  Section 905,  have
         the meanings assigned to them therein;

                  (3)      all accounting  terms not otherwise  defined  herein have the meanings  assigned to them
         in accordance with GAAP; and

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

                  Certain terms, used principally in Article Six, are defined in that Article.

                  “Act” when used with respect to any Holder has the meaning specified in Section 104.

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

                  “Authenticating  Agent”  means  any  Person  authorized  by the  Trustee  to act on behalf of the
Trustee to authenticate Debt Securities.

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

                  “Bearer  Security” means any Debt Security  established  pursuant to Section 201 which is payable
to bearer including,  without limitation,  unless the context otherwise indicates, a Debt Security in global bearer
form.

                  “Board of  Directors”  means either the board of directors  of the Company,  or the  executive or
any other committee of that board duly authorized to act in respect hereof.

                  “Board  Resolution”  means a copy of a  resolution  certified  by the  Secretary  or an Assistant
Secretary  of the Company to have been duly  adopted by the Board of  Directors  and to be in full force and effect
on the date of such  certification,  and delivered to the Trustee.  Where any provision of this Indenture refers to
action  to be  taken  pursuant  to a Board  Resolution  (including  the  establishment  of any  series  of the Debt
Securities  and the  forms  and terms  thereof),  such  action  may be taken by any  committee  of the Board of the
Company or any officer or employee of the Company authorized to take such action by a Board Resolution.

                  “Business  Day,”  when used with  respect to any Place of  Payment,  means any day which is not a
Saturday or Sunday and which is not a legal holiday or a day on which banking  institutions  or trust  companies in
that Place of Payment are authorized or obligated by law or executive order to close.

                  “Clearstream” means Clearstream Banking S.A.

                  “Commission”  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  instrument  such
Commission is not existing and  performing  the duties now assigned to it under the Trust  Indenture  Act, then the
body performing such duties on such date.

                  “Company”  means the Person  named as the  “Company” in the first  paragraph  of this  instrument
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” and “Company Order” mean,  respectively,  except as otherwise  provided in this
Indenture,  a written  request or order  signed in the name of the  Company by the  Chairman  of the Board,  a Vice
Chairman of the Board,  the  President  or a Vice  President  (any  references  to a Vice  President of the Company
herein shall be deemed to include any Vice  President of the Company  whether or not designated by a number or word
or words  added  before  or after  the  title  “Vice  President”),  the  Treasurer,  an  Assistant  Treasurer,  the
Controller,  an Assistant Controller,  the Secretary or an Assistant Secretary of the Company or by another officer
of the Company duly authorized to sign by a Board Resolution, and delivered to the Trustee.

                  “Corporate  Trust Office” means the  principal  office of the Trustee at which at any  particular
time its corporate  trust business shall be  administered,  which office at the date of original  execution of this
Indenture   is   located   at    ________________________________________________    _______________,    Attention:
_____________________,  except  that,  with  respect  to  presentation  of  the  Debt  Securities  for  payment  or
registration  of transfers or exchanges and the location of the Security  Registrar,  such term means the office or
agency of the  Trustee  in New York,  which at the date of  original  execution  of this  Indenture  is  located at
____________________________________
________________________________________________________________________________.

                  The term “corporation” includes corporations, associations, companies and business trusts.

                  The term “coupon” means any interest coupon appertaining to a Bearer Security.

                  “Debt  Securities”  has the  meaning  stated  in the first  recital  of this  Indenture  and more
particularly means any Debt Securities authenticated and delivered under this Indenture.

                  “Defaulted Interest” has the meaning specified in Section 307.

                  “Depositary”  means,  with respect to the Debt Securities of any series issuable or issued in the
form of a Global  Security,  the Person  designated as Depositary by the Company  pursuant to  Section 301  until a
successor  Depositary  shall have  become  such  pursuant  to the  applicable  provisions  of this  Indenture,  and
thereafter  “Depositary” shall mean or include each person who is then a Depositary  hereunder,  and if at any time
there is more than one such Person,  “Depositary”  as used with respect to the Debt  Securities  of any such series
shall mean the Depositary with respect to the Debt Securities of that series.

                  “Designated Currency” has the meaning specified in Section 312.

                  “Dollar”  or “$” means the coin or  currency  of the  United  States of America as at the time of
payment is legal tender for the payment of public and private debts.

                  “Euro” means the single  currency of the European  Monetary  Union as defined under EC Regulation
1103/97 adopted under  Article 235 of the EU Treaty and under EC  Regulation 974/98  adopted under  Article 109l(4)
of the EU Treaty or under any successor European legislation from time to time.

                  “Euroclear”  means Morgan  Guaranty Trust Company of New York,  Brussels  Office,  as operator of
the Euroclear System.

                  “European  Communities”  means the  European  Economic  Community,  the  European  Coal and Steel
Community and the European Atomic Energy Community.

                  “Event of Default” has the meaning specified in Section 501.

                  “Exchange Rate” shall have the meaning specified as contemplated in Section 301.

                  “Exchange Rate Agent” shall have the meaning specified as contemplated in Section 301.

                  “Exchange Rate Officer’s  Certificate,”  with respect to any date for the payment of principal of
(and  premium,  if any) and  interest  on any series of Debt  Securities,  means a  certificate  setting  forth the
applicable  Exchange Rate and the amounts payable in Dollars and Foreign  Currencies in respect of the principal of
(and  premium,  if any) and  interest on Debt  Securities  denominated  in Euro,  any other  composite  currency or
Foreign  Currency,  and signed by the Chairman of the Board, a Vice Chairman of the Board,  the  President,  a Vice
President,  the  Treasurer,  an Assistant  Treasurer or the  Controller  of the Company or the Exchange  Rate Agent
appointed pursuant to Section 301, and delivered to the Trustee.

                  “Foreign  Currency”  means a currency  issued by the  government  of any  country  other than the
United States of America.

                  “GAAP”  means,  as of the date of any  determination  with respect  thereto,  generally  accepted
accounting  principles  as used by the  Financial  Accounting  Standards  Board  and/or the  American  Institute of
Certified Public Accountants, consistently applied and maintained throughout the periods indicated.

                  “Global Exchange Agent” has the meaning specified in Section 304.

                  “Global Exchange Date” has the meaning specified in Section 304.

                  “Global  Security”  means a Debt  Security  issued  to  evidence  all or part of a series of Debt
Securities in accordance with Section 303.

                  “Government  Obligations”  means,  in  respect of any series of Debt  Securities,  securities  of
(i) the  government  which issued the currency in which Debt  Securities of such series are  denominated  and/or in
which  interest is payable on the Debt  Securities of such series or  (ii) government  agencies  backed by the full
faith and credit of such government.

                  “Holder,”  with respect to a Registered  Security,  means a Person in whose name such  Registered
Security is registered  in the Security  Register  and,  with respect to a Bearer  Security or a coupon,  means the
bearer thereof.

                  “Indebtedness”  means (i) all items of  indebtedness  or liability  (except  capital and surplus)
which in accordance  with GAAP would be included in  determining  total  liabilities as shown on the liability side
of a balance sheet as at the date as of which  indebtedness is to be determined,  (ii) indebtedness  secured by any
Mortgage  existing on property  owned subject to such Mortgage,  whether or not the  indebtedness  secured  thereby
shall have been assumed,  and  (iii) guarantees,  endorsements  (other than for purposes of  collection)  and other
contingent  obligations  in respect of, or to purchase or otherwise  acquire,  indebtedness  of others,  unless the
amount thereof is included in indebtedness  under the preceding  clause (i) or (ii);  provided,  however,  that any
obligations  or  guarantees  of  obligations  in  respect of lease  rentals,  whether  or not such  obligations  or
guarantees of obligations  would be included as liabilities on a consolidated  balance sheet of the Company and its
Subsidiaries, shall not be included in Indebtedness.

                  “Indenture”  means  this  instrument  as  originally  executed  or as it may from time to time be
supplemented,  amended or restated  by or  pursuant to one or more  indentures  supplemental  hereto  entered  into
pursuant to the applicable  provisions hereof and, unless the context otherwise  requires,  shall include the terms
of a particular series of Debt Securities established as contemplated by Section 301.

                  “Interest,”  when used with respect to an Original  Issue  Discount  Security  which by its terms
bears interest only after Maturity, means interest payable after Maturity.

                  “Interest  Payment  Date,” with  respect to any Debt  Security,  means the Stated  Maturity of an
installment of interest on such Debt Security.

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

                  “Mortgage” means and includes any mortgage,  pledge,  lien,  security interest,  conditional sale
or other title retention agreement or other similar encumbrance.

                  “Officers’  Certificate”  means  a  certificate  signed  by the  Chairman  of the  Board,  a Vice
Chairman of the Board,  the  President or a Vice  President,  and by the  Treasurer,  an Assistant  Treasurer,  the
Controller,  an Assistant Controller,  the Secretary or an Assistant Secretary of the Company, and delivered to the
Trustee.

                  “Opinion of Counsel” means a written opinion of counsel,  who may (except as otherwise  expressly
provided in this  Indenture) be an employee of or counsel for the Company,  or who may be other counsel  acceptable
to the Trustee, which is delivered to the Trustee.

                  “Original  Issue  Discount  Security”  means any Debt 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,”   when  used  with  respect  to  Debt   Securities   means,  as  of  the  date  of
determination, all Debt Securities theretofore authenticated and delivered under this Indenture, except:

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

                  (ii)     Debt  Securities  or  portions   thereof  for  whose  payment  or  redemption  money  or
         Government  Obligations  in the necessary  amount has been  theretofore  deposited with the Trustee or any
         Paying  Agent (other than the  Company) in trust or set aside and  segregated  in trust by the Company (if
         the Company  shall act as its own Paying  Agent) for the Holders of such Debt  Securities  and any coupons
         appertaining thereto;  provided,  however, that if such Debt 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; and

                  (iii)    Debt  Securities  in exchange  for or in lieu of which other Debt  Securities  have been
         authenticated and delivered, or which have been paid, pursuant to this Indenture;

provided,  however,  that in determining  whether the Holders of the requisite  principal amount of Debt Securities
Outstanding have given any request, demand,  authorization,  direction,  notice, consent or waiver hereunder,  Debt
Securities  owned by the Company or any other  obligor upon the Debt  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 relying upon such request, demand,  authorization,  direction, notice, consent or
waiver,  only Debt Securities  which the Trustee knows to be so owned shall be so  disregarded.  Debt 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 Debt  Securities  and that the
pledgee is not the Company or any other  obligor  upon the Debt  Securities  or any  Affiliate of the Company or of
such other obligor.

                  “Paying  Agent” means any Person  authorized by the Company to pay the principal of (and premium,
if any) or interest on any Debt Securities on behalf of the Company.

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

                  “Place of Payment,”  when used with respect to the Debt  Securities of any series means any place
where the  principal of (and  premium,  if any) and interest on the Debt  Securities  of that series are payable as
specified as contemplated by Section 301.

                  “Predecessor  Security” of any  particular  Debt  Security  means every  previous  Debt  Security
evidencing  all or a portion of the same debt as that  evidenced by such  particular  Debt  Security;  and, for the

destroyed or stolen Debt Security  shall be deemed to evidence the same debt as the lost,  destroyed or stolen Debt
Security.

                  “Preferred  Stock,” as applied to the capital stock of any corporation,  means stock of any class
or classes  (however  designated)  which is preferred as to the payment of dividends,  or as to the distribution of
assets on any voluntary or involuntary  liquidation or  dissolution  of such  corporation,  over shares of stock of
any other class of such corporation.

                  “Redemption  Date,” when used with respect to any Debt  Security to be  redeemed,  means the date
fixed for such redemption by or pursuant to this Indenture.

                  “Redemption  Price,” when used with respect to any Debt Security to be redeemed,  means the price
at which it is to be redeemed pursuant to this Indenture.

                  “Registered  Security” means any Debt Security in the form of Registered  Securities  established
pursuant to Section 201 which is registered in the Security Register.

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

                  “Remarketing  Entity,”  when  used  with  respect  to Debt  Securities  of any  series  which are
repayable at the option of the Holders  thereof before their Stated  Maturity,  means any person  designated by the
Company to purchase any such Debt Securities.

                  “Repayment  Date,” when used with respect to any Debt  Security to be repaid upon  exercise of an
option for repayment by the Holder, means the date fixed for such repayment pursuant to this Indenture.

                  “Repayment  Price,” when used with respect to any Debt  Security to be repaid upon exercise of an
option for repayment by the Holder, means the price at which it is to be repaid pursuant to this Indenture.

                  “Responsible  Officer”  when used with respect to the  Trustee,  means any officer of the Trustee
assigned by it to administer its corporate trust matters.

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

                  “Special  Record  Date” for the  payment  of any  Defaulted  Interest  means a date  fixed by the
Trustee pursuant to Section 307.

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

                  “Subsidiary”  means any  corporation  more than 50% of the  outstanding  shares of Voting  Stock,
except for  directors’  qualifying  shares,  of which shall at the time be owned,  directly or  indirectly,  by the
Company or by one or more of the Subsidiaries, or by the Company and one or more other Subsidiaries.

                  “Trust  Indenture Act” means the Trust  Indenture Act of 1939 as in force at the date as of which
this instrument was executed, except as provided in Section 905.

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

                  “United  States” means the United States of America  (including the District of Columbia) and its
possessions.

                  “United States Alien” means any Person who, for United States  Federal income tax purposes,  is a
foreign  corporation,  a  non-resident  alien  individual,  a non-resident  alien  fiduciary of a foreign estate or
trust,  or a foreign  partnership  one or more of the  members of which is, for United  States  Federal  income tax
purposes,  a foreign  corporation,  a non-resident  alien individual or a non-resident alien fiduciary of a foreign
estate or trust.

                  “Voting  Stock,” as applied to the stock (or the equivalent  thereof) of any  corporation,  means
stock (or the equivalent thereof) of any class or classes,  however designated,  entitled in the ordinary course to
vote in an election of  directors  of such  corporation,  other than stock (or such  equivalent)  having such power
only by reason of the happening of a contingency.

                  Section 102.      Compliance Certificates and Opinions.

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

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

                  (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 or she has made such
         examination  or  investigation  as is necessary to enable him or her to express an informed  opinion as to
         whether or not such covenant or condition has been complied with; and

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

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

                  (a)      Any request, demand,  authorization,  direction, notice, consent, waiver or other action
provided  by this  Indenture  to be given or taken by  Holders  may be  embodied  in and  evidenced  by one or more
instruments  of  substantially  similar  tenor  signed by such  Holders in person or by an agent duly  appointed in
writing.  If Debt  Securities  of a series are  issuable  in whole or in part 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 may,  alternatively,  be embodied in and evidenced by the record of Holders of Debt  Securities
voting in favor  thereof,  either in person or by proxies duly  appointed in writing,  at any meeting of Holders of
Debt  Securities duly called and held in accordance  with the provisions of Article  Fourteen,  or a combination of
such  instruments and any such record.  Except as herein  otherwise  expressly  provided,  such action shall become
effective  when such  instrument or  instruments  or record or both are delivered to the Trustee,  and, where it is
hereby  expressly  required,  to the Company.  Such  instrument or instruments  and any such record (and the action
embodied therein and evidenced  thereby) are herein sometimes  referred to as the “Act” of the Holders signing such
instrument  or  instruments  and so voting at any such meeting.  Proof of execution of any such  instrument or of a
writing  appointing any such agent,  or the holding by any Person of a Debt  Security,  shall be sufficient for any
purpose of this  Indenture  and (subject to  Section 601)  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 Debt  Securities  shall be
proved in the manner provided in Section 1406.

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

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

                  (d)      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 in the amount and with the
serial  numbers  therein  described;  or such facts may be proved by the  certificate  or  affidavit  of the Person
holding such Bearer  Securities,  if such  certificate  or  affidavit is deemed by the Trustee to be  satisfactory.
The Trustee and the Company may assume that such  ownership  of any Bearer  Security  continues  until  (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.

                  (e)      The fact and date of execution of any such  instrument or writing,  the authority of the
Person  executing the same and the principal  amount and serial numbers of Bearer  Securities held by the Person so
executing  such  instrument  or  writing  and the date of holding  the same may also be proved in any other  manner
which the Trustee deems  sufficient;  and the Trustee may in any instance require further proof with respect to any
of the matters referred to in this Section.

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

                  (g)      For purposes of determining the principal  amount of Outstanding  Debt Securities of any
series the Holders of which are  required,  requested  or permitted  to give any  request,  demand,  authorization,
direction,  notice,  consent,  waiver or take any other Act under this Indenture,  (i) each Original Issue Discount
Security  shall be deemed to have the principal  amount  determined by the Trustee that could be declared to be due
and payable  pursuant to the terms of such Original  Issue  Discount  Security as of the date there is delivered to
the Trustee  and,  where it is hereby  expressly  required,  to the  Company,  such Act by Holders of the  required
aggregate  principal  amount of the  Outstanding  Debt  Securities  of such  series  and  (ii) each  Debt  Security
denominated in a Foreign  Currency or composite  currency shall be deemed to have the principal  amount  determined
by the Exchange Rate Agent by converting  the principal  amount of such Debt Security in the currency in which such
Debt  Security  is  denominated  into  Dollars at the  Exchange  Rate as of the date such Act is  delivered  to the
Trustee  and,  where it is hereby  expressly  required,  to the  Company,  by  Holders  of the  required  aggregate
principal amount of the Outstanding Debt Securities of such series.

                  (h)      The  Company  may set any day as a  record  date  for the  purpose  of  determining  the
Holders  of  Outstanding  Debt  Securities  of any  series  entitled  to give,  make or take any  request,  demand,
authorization,  direction,  notice,  consent,  waiver or other action provided or permitted by this Indenture to be
given,  made or taken by Holders of Debt Securities of such series,  provided that the Company may not set a record
date for,  and the  provisions  of this  paragraph  shall not apply  with  respect  to, the giving or making of any
notice,  declaration,  request or direction  referred to in the next paragraph.  If any record date is set pursuant
to this  paragraph,  the Holders of Outstanding  Debt Securities of the relevant series on such record date, and no
other  Holders,  shall be entitled to take the relevant  action,  whether or not such Holders  remain Holders after
such record  date;  provided  that no such action  shall be  effective  hereunder  unless  taken on or prior to the
applicable  Expiration  Date (as defined below) by Holders of the requisite  principal  amount of Outstanding  Debt
Securities  of such  series on such  record  date.  Nothing in this  paragraph  shall be  construed  to prevent the
Company from setting a new record date for any action for which a record date has  previously  been set pursuant to
this paragraph  (whereupon the record date previously set shall  automatically  and with no action by any Person be
cancelled and of no effect),  and nothing in this  paragraph  shall be construed to render  ineffective  any action
taken by Holders of the requisite  principal  amount of Outstanding  Debt  Securities of the relevant series on the
date such action is taken.  Promptly after any record date is set pursuant to this paragraph,  the Company,  at its
own expense,  shall cause notice of such record date, the proposed action by Holders and the applicable  Expiration
Date to be given to the Trustee in writing  and to each Holder of Debt  Securities  of the  relevant  series in the
manner set forth in Section 106.

                  The  Trustee  may set any day as a record  date for the  purpose of  determining  the  Holders of
Outstanding  Debt  Securities of any series  entitled to join in the giving or making of (i) any notice of an Event
of Default,  (ii) any  declaration  of  acceleration  referred to in  Section 502,  (iii) any  request to institute
proceedings  referred to in Section 507(2),  or (iv) any  direction  referred to in Section 512,  in each case with
respect to Debt  Securities of such series.  If any record date is set pursuant to this  paragraph,  the Holders of
Outstanding  Debt  Securities of such series on such record date, and no other  Holders,  shall be entitled to join
in such notice,  declaration,  request or direction,  whether or not such Holders  remain Holders after such record
date;  provided  that no such  action  shall be  effective  hereunder  unless  taken on or prior to the  applicable
Expiration  Date by Holders of the requisite  principal  amount of  Outstanding  Debt  Securities of such series on
such record  date.  Nothing in this  paragraph  shall be construed to prevent the Trustee from setting a new record
date for any action for which a record date has  previously  been set  pursuant to this  paragraph  (whereupon  the
record date  previously  set shall  automatically  and with no action by any Person be cancelled and of no effect),
and  nothing  in this  paragraph  shall be  construed  to render  ineffective  any  action  taken by Holders of the
requisite  principal  amount of  Outstanding  Debt  Securities  of the  relevant  series on the date such action is
taken.  Promptly after any record date is set pursuant to this paragraph,  the Trustee,  at the Company’s  expense,
shall cause notice of such record date,  the proposed  action by Holders and the applicable  Expiration  Date to be
given to the Company in writing  and to each Holder of Debt  Securities  of the  relevant  series in the manner set
forth in Section 106.

                  With  respect to any record date set pursuant to this  Section,  the party hereto which sets such
record dates may designate any day as the  “Expiration  Date” and from time to time may change the Expiration  Date
to any earlier or later day;  provided  that no such change  shall be effective  unless  notice of the proposed new
Expiration  Date is given to the other  party  hereto in  writing,  and to each  Holder of Debt  Securities  of the
relevant  series in the  manner  set forth in  Section 106,  on or prior to the  existing  Expiration  Date.  If an
Expiration  Date is not designated  with respect to any record date set pursuant to this Section,  the party hereto
which set such record  date shall be deemed to have  initially  designated  the 180th day after such record date as
the Expiration  Date with respect  thereto,  subject to its right to change the Expiration Date as provided in this
paragraph.

                  Section 105.      Notices, etc., to Trustee and Company.

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

                  (1)      the  Trustee by any  Holder or by the  Company  shall be  sufficient  for every  purpose
         hereunder  (unless  otherwise herein expressly  provided),  if in writing and sent by certified mail or by
         courier to the Trustee at its Corporate Trust Office, or

                  (2)      the  Company by the  Trustee  or by any Holder  shall be  sufficient  for every  purpose
         hereunder  (unless  otherwise  herein  expressly  provided) if in writing and sent by certified mail or by
         courier to the Company  addressed  to the  attention  of its  Secretary  at the  address of its  principal
         office  specified in the first paragraph of this instrument or at any other address  previously  furnished
         in writing to the Trustee by the Company.

                  Section 106.      Notice to Holders; Waiver.

                  Except as  otherwise  expressly  provided  herein,  where this  Indenture  provides for notice to
Holders of any event,  (1) such  notice  shall be  sufficiently  given to Holders of  Registered  Securities  if in
writing and mailed,  first-class  postage prepaid,  to each Holder of a Registered Security affected by such event,
at such Holder’s  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;  and (2) such notice shall be sufficiently given
to Holders of Bearer Securities by publication  thereof in an Authorized  Newspaper in The City of New York and, if
the Debt  Securities of such series are then listed on The  International  Stock Exchange of the United Kingdom and
the Republic of Ireland and such stock exchange shall so require,  in London,  and, if the Debt  Securities of such
series are then listed on the Luxembourg  Stock  Exchange and such stock  exchange shall so require,  in Luxembourg
and, if the Debt  Securities of such series are then listed on any other stock  exchange  outside the United States
and such stock  exchange  shall so  require,  in any other  required  city  outside  the  United  States or, if not
practicable,  in Europe on a  Business  Day at least  twice,  the first such  publication  to be not later than the
latest date and not earlier than the earliest date prescribed for the giving of such notice.

                  In case,  by reason of the  suspension  of or  irregularities  in regular mail service or for any
other  reason,  it shall be  impossible  or  impracticable  to mail  notice of any event to Holders  of  Registered
Securities  when said notice is required to be given  pursuant to any  provision  of this  Indenture or of the Debt
Securities,  then any manner of giving such notice as shall be  satisfactory to the Trustee shall be deemed to be a
sufficient  giving of such notice.  In any case where notice to Holders of Registered  Securities is to be given by
mail,  neither the failure to mail such notice,  nor any defect in any notice so mailed,  to any particular  Holder
of a Registered  Security  shall affect the  sufficiency of such notice with respect to other Holders of Registered
Securities  or the  sufficiency  of any notice by  publication  to Holders of Bearer  Securities  given as provided
above.

                  In case, by reason of the suspension of publication  of any  Authorized  Newspaper,  or by reason
of any other  cause,  it shall be  impossible  or  impracticable  to make  publication  of any notice to Holders of
Bearer  Securities as provided  above,  then such method of publication or  notification  as shall be made with the
approval of the Trustee shall  constitute a sufficient  publication of such notice.  Neither 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 any notice mailed to Holders of Registered Securities as provided above.

                  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.

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

                  Section 107.      Conflict with Trust Indenture Act.

                  If any provision  hereof limits,  qualifies or conflicts with another  provision  hereof which is
required to be included in this  Indenture by any of the  provisions  of the Trust  Indenture  Act,  such  required
provision shall control.

                  Section 108.      Effect of Headings and Table of Contents.

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

                  Section 109.      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 110.      Separability Clause.

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

                  Section 111.      Benefits of Indenture.

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

                  Section 112.      Governing Law.

                  This  Indenture  and the Debt  Securities  and any coupons  shall be governed by and construed in
accordance with the laws of the State of New York.

                  Section 113.      Legal Holidays.

                  In any case where any Interest Payment Date,  Redemption Date,  Repayment Date or Stated Maturity
of any Debt  Security  shall  not be a  Business  Day at any  Place of  Payment,  then  (notwithstanding  any other
provision  of this  Indenture or of the Debt  Securities  or any  coupons)  payment of interest or  principal  (and
premium,  if any) need not be made at such Place of Payment  on such date,  but may be made on the next  succeeding
Business  Day at such Place of Payment  with the same force and  effect as if made on the  Interest  Payment  Date,
Redemption Date,  Repayment Date or at the Stated  Maturity,  and no interest shall accrue on the amount so payable
for the period from and after such Interest Payment Date,  Redemption Date,  Repayment Date or Stated Maturity,  as
the case may be.

                  Section 114.      Exemption from Individual Liability.

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

                  Section 115.      Counterparts.

                  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.


                                                    ARTICLE TWO

                                                Debt Security Forms

                  Section 201.      Forms Generally.

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

                  Unless otherwise  specified as contemplated by Section 301,  Debt Securities in bearer form other
than Debt Securities in temporary or permanent global form shall have coupons attached.

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

                  Section 202.      Form of Trustee’s Certificate of Authentication.

                  This  is one  of  the  Debt  Securities,  of  the  series  designated  herein,  described  in the
within-mentioned Indenture.

                                                      ________________________________________

                  .                                   as Trustee



                                                      By_______________________________________
                                                              Authorized Officer

                  Section 203.      Debt Securities in Global Form.

                  If Debt  Securities  of a series are issuable in whole or in part in global form, as specified as
contemplated by Section 301,  then,  notwithstanding  clause (10) of Section 301 and the provisions of Section 302,
such Global Security shall  represent such of the outstanding  Debt Securities of such series as shall be specified
therein and may provide that it shall  represent the aggregate  amount of Outstanding  Debt Securities from time to
time endorsed  thereon and that the aggregate amount of Outstanding  Debt Securities  represented  thereby may from
time to time be reduced to reflect  exchanges.  Any endorsement of a Global Security to reflect the amount,  or any
increase or decrease in the amount,  of  Outstanding  Debt  Securities  represented  thereby  shall be made 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.

                  The  provisions  of the last  sentence  of  Section 303(g)  shall  apply  to any Debt  Securities
represented  by a Debt  Security in global form if such Debt  Security was never issued and sold by the Company and
the Company  delivers to the Trustee the Debt  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  respect to the
reduction in the principal  amount of Debt  Securities  represented  thereby,  together with the written  statement
contemplated by the last sentence of Section 303(g).

                  Global  Securities  may be issued in either  registered or bearer form and in permanent  form or,
in the case of Bearer Securities, either temporary or permanent form.

                                                   ARTICLE THREE

                                                The Debt Securities

                  Section 301.      Amount Unlimited; Issuance in Series.

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

                  The Debt  Securities  may be issued  in one or more  series.  There  shall be  established  in or
         pursuant to a Board Resolution,  and set forth in an Officers’ Certificate,  or established in one or more
         indentures supplemental hereto, prior to the issuance of Debt Securities of any series:

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

                  (2)      the price or prices  (expressed  as a percentage  of the  principal  amount  thereof) at
         which the Debt Securities of the series may be issued;

                  (3)      the ranking of such Debt Securities;

                  (4)      the limit,  if any, upon the aggregate  principal  amount of the Debt  Securities of the
         series  which may be  authenticated  and  delivered  under  this  Indenture  (except  for Debt  Securities
         authenticated  and delivered  upon  registration  of transfer of, or in exchange for, or in lieu of, other
         Debt  Securities  of the series  pursuant to  Section 304,  305, 306, 906, 1107 or 1303 and except for any
         Debt  Securities  which,  pursuant  to  Section 303,  are  deemed  never to have  been  authenticated  and
         delivered hereunder);

                  (5)      the date or dates on which the  principal  and premium,  if any, of the Debt  Securities
         of the series are payable;

                  (6)      the rate or rates,  if any,  at which  the Debt  Securities  of the  series  shall  bear
         interest,  or the method or methods by which such rate or rates may be determined,  the date or dates from
         which such interest  shall  accrue,  the Interest  Payment Dates on which such interest  shall be payable,
         the Regular Record Date for the interest  payable on any Registered  Security on any Interest Payment Date
         and the circumstances, if any, in which the Company may defer interest payments;

                  (7)      the place or places where,  subject to the provisions of Section 1002,  the principal of
         (and  premium,  if any) and interest on Debt  Securities  of the series shall be payable,  any  Registered
         Securities of the series may be surrendered for  registration  of transfer,  Debt Securities of the series
         may be  surrendered  for  exchange  and  notices and demands to or upon the Company in respect of the Debt
         Securities  of the  series and this  Indenture  may be served and where  notices  to Holders  pursuant  to
         Section 106 will be published;

                  (8)      if  applicable,  the period or periods  within which or the date or dates on which,  the
         price or prices at which and the terms and  conditions  upon  which Debt  Securities  of the series may be
         redeemed, in whole or in part, at the option of the Company;

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

                  (10)     whether  Debt  Securities  of the series are to be  issuable as  Registered  Securities,
         Bearer  Securities  or both,  whether  Debt  Securities  of the series are to be issuable  with or without
         coupons or both and, in the case of Bearer  Securities,  the date as of which such Bearer Securities shall
         be dated if other than the date of  original  issuance  of the first Debt  Security of such series of like
         tenor and term to be issued;

                  (11)     whether  the Debt  Securities  of the series  shall be issued in whole or in part in the
         form of a Global  Security or Securities  and, in such case, the Depositary and Global  Exchange Agent for
         such Global  Security or  Securities,  whether such global form shall be  permanent  or temporary  and, if
         applicable, the Global Exchange Date;

                  (12)     if  Debt  Securities  of the  series  are to be  issuable  initially  in the  form  of a
         temporary Global Security,  the  circumstances  under which the temporary Global Security can be exchanged
         for definitive  Debt  Securities  and whether the definitive  Debt  Securities  will be Registered  and/or
         Bearer  Securities  and will be in global  form and  whether  interest  in respect of any  portion of such
         Global  Security  payable in respect of an Interest  Payment Date prior to the Global  Exchange Date shall
         be paid to any  clearing  organization  with  respect to a portion of such  Global  Security  held for its
         account and, in such event,  the terms and conditions  (including  any  certification  requirements)  upon
         which any such  interest  payment  received  by a clearing  organization  will be  credited to the Persons
         entitled to  interest  payable on such  Interest  Payment  Date if other than as provided in this  Article
         Three;

                  (13)     whether,  and under what  conditions,  additional  amounts will be payable to Holders of
         Debt Securities of the series pursuant to Section 1006;

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

                  (15)     if other than the  principal  amount  thereof,  the portion of the  principal  amount of
         Debt  Securities of the series which shall be payable upon  declaration  of  acceleration  of the Maturity
         thereof pursuant to Section 502;

                  (16)     the currency or currencies of denomination  of the Debt Securities of any series,  which
         may be in  Dollars,  any Foreign  Currency or any  composite  currency,  including  but not limited to the
         Euro, and, if any such currency of  denomination  is a composite  currency other than the Euro, the agency
         or organization, if any, responsible for overseeing such composite currency;

                  (17)     the currency or currencies  in which  payment of the principal of (and premium,  if any)
         and interest on the Debt  Securities  will be made,  any other  currency or currencies in which payment of
         the principal of (and premium, if any) or the interest on Registered  Securities,  at the election of each
         of the Holders  thereof,  may also be payable and the periods  within  which and the terms and  conditions
         upon which such election is to be made, and the Exchange Rate and Exchange Rate Agent;

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

                  (19)     if payments of principal  of (and  premium,  if any) or interest on the Debt  Securities
         of the series are to be made in a Foreign  Currency other than the currency in which such Debt  Securities
         are denominated, the manner in which the Exchange Rate with respect to such payments shall be determined;

                  (20)     if the Debt Securities of the series are  convertible or exchangeable  into common stock
         or preferred  stock,  the conversion  price or exchange ratio therefor,  the period during which such Debt
         Securities  are  convertible or  exchangeable  and any terms and conditions for the conversion or exchange
         of such Debt Securities;

                  (21)     any Events of Default with respect to Debt  Securities of such series,  if not set forth
         herein;
                  (22)     any other  covenant or warranty  included for the benefit of the Debt  Securities of the
         series in  addition  to (and not  inconsistent  with)  those  set forth  herein  for the  benefit  of Debt
         Securities of all series,  or any other covenant or warranty  included for the benefit of Debt  Securities
         of the series in lieu of any covenant or warranty set forth herein for the benefit of Debt  Securities  of
         all series,  or any  provision  that any  covenant or  warranty  set forth  herein for the benefit of Debt
         Securities  of all  series  shall  not be for the  benefit  of Debt  Securities  of  such  series,  or any
         combination of such covenants,  warranties or provisions and the applicability,  if any, of the provisions
         of Section 1012 to such covenants and warranties;

                  (23)     the terms and  conditions,  if any,  pursuant to which the Company’s  obligations  under
         this  Indenture may be terminated  through the deposit of money or Government  Obligations  as provided in
         Articles Four and Fifteen;

                  (24)     the Person or Persons who shall be Security  Registrar  for the Debt  Securities of such
         series if other than the  Trustee,  and the place or places  where the  Security  Register for such series
         shall be  maintained  and the Person or Persons who will be the initial  Paying Agent or Agents,  if other
         than the Trustee; and

                  (25)     any  other  terms  of the  series  (which  terms  shall  not be  inconsistent  with  the
         provisions of this Indenture).

                  All Debt Securities of any one series and the coupons  appertaining to Bearer  Securities of such
series, if any, 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  and set forth in such  Officers’
Certificate or in any such indenture supplemental hereto.

                  Debt  Securities of any particular  series may be issued at various times,  with different  dates
on which the principal or any  installment of principal is payable,  with different  rates of interest,  if any, or
different  methods by which rates of interest may be determined,  with  different  dates on which such interest may
be payable and with  different  Redemption or Repayment  Dates and may be  denominated  in different  currencies or
payable in different currencies.

                  If any of the terms of a series of Debt  Securities  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 an
Assistant  Secretary  of the Company and  delivered  to the  Trustee at or prior to the  delivery of the  Officers’
Certificate setting forth the terms of the series.

                  Section 302.      Denominations.

                  Debt  Securities  of each series  shall be issuable  in such form and  denominations  as shall be
specified in the form of Debt Security for such series  approved or  established  pursuant to Section 201 or in the
Officers’  Certificate  delivered pursuant to Section 301.  In the absence of any specification with respect to the
Debt  Securities  of any  series,  the  Registered  Securities  of  such  series,  if any,  shall  be  issuable  in
denominations of $1,000 and any integral  multiple thereof and the Bearer  Securities of such series, if any, shall
be issuable in the denominations of $5,000.

                  Section 303.      Execution, Authentication, Delivery and Dating.

                  (a)      The Debt  Securities  shall be executed on behalf of the Company by its  Chairman of the
Board,  a Vice  Chairman of the Board,  the  President  or a Vice  President,  and by its  Treasurer  or one of its
Assistant  Treasurers or its  Secretary or one of its Assistant  Secretaries  under its corporate  seal  reproduced
thereon.  The  signature  of any of these  officers  on the Debt  Securities  may be manual or  facsimile.  Coupons
shall bear the facsimile signature of an authorized officer of the Company.

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

                  (b)      At any time and from time to time after the  execution  and delivery of this  Indenture,
Debt  Securities  of any series may be executed by the Company  and  delivered  to the Trustee for  authentication,
and,  except as otherwise  provided in this Article Three,  shall thereupon be  authenticated  and delivered by the
Trustee upon Company  Order,  without any further  action by the Company;  provided,  however,  that, in connection
with its original  issuance,  a Bearer  Security may be delivered only outside the United States and, except in the
case of a  temporary  Global  Security,  only if the  Company or its agent shall have  received  the  certification
required  pursuant to  Sections 304(b)(iii)  and (iv), unless such  certification  shall have been provided earlier
pursuant to  section 304(b)(v)  hereof,  and only if the Company has no reason to know that such  certification  is
false.

                  To the extent  authorized  in or pursuant  to a Board  Resolution  and set forth in an  Officers’
Certificate,  or established  in one or more  indentures  supplemental  hereto,  such written  Company Order may be
given  by any one  officer  or  employee  of the  Company,  may be  electronically  transmitted,  and  may  provide
instructions  as to  registration  of holders,  principal  amounts,  rates of  interest,  maturity  dates and other
matters  contemplated  by such Board  Resolution  and  Officers’  Certificate  or  supplemental  indenture to be so
instructed in respect  thereof.  Before  authorizing  and delivering  the first Debt  Securities of any series (and
upon request of the Trustee  thereafter),  the Company shall deliver to the Trustee (i) the certificates called for
under Sections 201 and 301 hereof and (ii) an Opinion of Counsel described in the next sentence.

                  In  authenticating  such Debt  Securities,  and accepting the additional  responsibilities  under
this  Indenture in relation to any such Debt  Securities,  the Trustee  shall be entitled to receive,  prior to the
initial  authentication of such Debt Securities,  and (subject to Section 601)  shall be fully protected in relying
upon:

                  (i)      a Board  Resolution  relating thereto and, if applicable,  an appropriate  record of any
         action  taken  pursuant to such  resolution  certified by the  Secretary or an Assistant  Secretary of the
         Company;

                  (ii)     an executed supplemental indenture, if any, relating thereto;

                  (iii)    an Officers’  Certificate  setting  forth the form and terms of the Debt  Securities  of
         such  series and  coupons,  if any,  pursuant to  Sections 201  and 301 and  stating  that all  conditions
         precedent  provided  for in this  Indenture  relating to the  issuance of such Debt  Securities  have been
         complied with; and

                  (iv)     an Opinion of Counsel stating

                           (A)      that  the  form  of  such  Debt  Securities  and  coupons,  if  any,  has  been
                  established in or pursuant to a Board  Resolution or by a supplemental  indenture as permitted by
                  Section 201 in conformity with the provisions of this Indenture;

                           (B)      that  the  terms  of such  Debt  Securities  and  coupons,  if any,  have  been
                  established in or pursuant to a Board  Resolution or by a supplemental  indenture as permitted by
                  Section 301 in conformity with the provisions of this Indenture; and

                           (C)      that  such  Debt  Securities  and  coupons,  if  any,  when  authenticated  and
                  delivered  by the Trustee  and issued by the Company in the manner and subject to any  conditions
                  specified  in such  Opinion of Counsel,  will  constitute  valid and binding  obligations  of the
                  Company,  enforceable in accordance with their terms,  subject, as to enforcement of remedies, to
                  applicable   bankruptcy,   reorganization,   insolvency,   moratorium  or  other  laws  affecting
                  creditors’  rights  generally  and the  application  of general  principles  of equity and except
                  further as enforcement  thereof may be limited by  (i) requirements  that a claim with respect to
                  any Debt  Securities  denominated  other than in Dollars (or a Foreign  Currency or currency unit
                  judgment in respect of such claim) be  converted  into  Dollars at a rate of exchange  prevailing
                  on a date determined  pursuant to applicable law or  (ii) governmental  authority to limit, delay
                  or prohibit the making of payments in Foreign  Currencies or currency  units or payments  outside
                  the United States.

                  (c)      If the Company shall  establish  pursuant to Section 301  that the Debt  Securities of a
series are to be issued in whole or in part in the form of one or more Global  Securities,  then the Company  shall
execute and the Trustee shall,  in accordance  with this Section and the Company Order with respect to such series,
authenticate  and deliver one or more Global  Securities in permanent or temporary  form that  (i) shall  represent
and shall be denominated in an aggregate  amount equal to the aggregate  principal  amount of the Outstanding  Debt
Securities  of such series to be  represented  by one or more Global  Securities,  (ii) shall  be registered in the
name of the Depositary  for such Global  Security or Securities or the nominee of such  Depositary and  (iii) shall
be delivered by the Trustee to such Depositary or pursuant to such Depositary’s instructions.

                  (d)      The  Trustee  shall have the right to  decline  to  authenticate  and  deliver  any Debt
Securities  under this  Section 303 if the issuance of such Debt Securities will adversely affect the Trustee’s own
rights,  duties or immunities  under the Debt  Securities  and this Indenture or otherwise in a manner which is not
reasonably acceptable to the Trustee.

                  (e)      If all the Debt  Securities  of any  series  are not to be issued at one time,  it shall
not be necessary to deliver an Opinion of Counsel at the time of issuance of each Debt  Security,  but such Opinion
of  Counsel,  with  appropriate  modifications,  may  instead  be  delivered  at or prior to the time of the  first
issuance of Debt Securities of such series.

                  (f)      Each  Registered  Security  shall be dated the date of its  authentication.  Each Bearer
Security shall be dated as of the date specified as contemplated by Section 301.

                  (g)      No Debt  Security or coupon  attached  thereto  shall be  entitled to any benefit  under
this  Indenture  or be  valid or  obligatory  for any  purpose,  unless  there  appears  on such  Debt  Security  a
certificate  of  authentication  substantially  in the form provided for herein  executed by the Trustee,  and such
certificate  upon any Debt Security shall be conclusive  evidence,  and the only evidence,  that such Debt Security
has been duly  authenticated  and delivered  hereunder.  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.  Notwithstanding  the foregoing,  if any Debt Security or portion  thereof shall have been
duly  authenticated  and  delivered  hereunder  but never  issued and sold by the  Company,  and the Company  shall
deliver such Debt  Security to the Trustee for  cancellation  as provided in  Section 309  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 Debt  Security  or portion  thereof has never been issued and sold by the  Company,  for all  purposes of
this  Indenture  such Debt Security shall be deemed never to have been  authenticated  and delivered  hereunder and
shall never be entitled to the benefits of this Indenture.

                  (h)      Each Depositary  designated  pursuant to Section 301 for a Global Security in registered
form must, at the time of its  designation  and at all times while it serves as  Depositary,  be a clearing  agency
registered under the Securities Exchange Act of 1934 and any other applicable statute or regulation.

                  Section 304.      Temporary Debt Securities.

                  (a)      Pending the  preparation of definitive  Debt  Securities of any series,  the Company may
execute,  and upon receipt of documents  required by  Sections 301  and 303,  together  with a Company  Order,  the
Trustee shall  authenticate and deliver,  temporary Debt Securities which are printed,  lithographed,  typewritten,
mimeographed or otherwise  produced,  in any  denomination,  substantially of the tenor and terms of the definitive
Debt Securities in lieu of which they are issued in registered  form or, if authorized,  in bearer form with one or
more  coupons  or  without  coupons,  and with such  appropriate  insertions,  omissions,  substitutions  and other
variations as the officers  executing such Debt Securities may determine,  as evidenced by their signatures on such
Debt Securities.  In the case of Debt Securities of any series issuable as Bearer  Securities,  such temporary Debt
Securities may be in global form, representing all or any part of the Outstanding Debt Securities of such series.

                  (b)      Unless otherwise provided pursuant to Section 301:

                  (i)      Except in the case of  temporary  Debt  Securities  in global form,  if  temporary  Debt
         Securities of any series are issued,  the Company will cause  definitive Debt Securities of such series to
         be prepared  without  unreasonable  delay.  After the  preparation of definitive  Debt  Securities of such
         series,  the related  temporary Debt Securities  shall be exchangeable for such definitive Debt Securities
         upon surrender of the temporary  Debt  Securities of such series at the office or agency of the Company in
         the Place of Payment for such series,  without charge to the Holder.  Upon surrender for  cancellation  of
         any one or more  temporary Debt  Securities of any series  (accompanied,  if applicable,  by all unmatured
         coupons and all matured  coupons in default  appertaining  thereto),  the  Company  shall  execute and the
         Trustee shall  authenticate  and deliver in exchange  therefor a like principal  amount of definitive Debt
         Securities  of the same  series  of like  tenor  and  terms  and of  authorized  denominations;  provided,
         however,  that no Bearer Security shall be delivered in exchange for a Registered Security;  and provided,
         further,  that a Bearer  Security shall be delivered in exchange for a Bearer  Security only in compliance
         with the conditions set forth in Section 305.

                  (ii)     If Debt  Securities  of any  series  are  issued  in  temporary  global  form,  any such
         temporary Global Security shall,  unless otherwise  provided pursuant to Section 301,  be delivered to the
         Depositary  for the benefit of Euroclear and  Clearstream,  for credit to the  respective  accounts of the
         beneficial owners of such Debt Securities (or to such other accounts as they may direct).

                  (iii)    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 “Global  Exchange  Date”),
         the  Company  shall  deliver  definitive  Debt  Securities  to the Trustee or the agent  appointed  by the
         Company  pursuant to  Section 301 to effect the exchange of the temporary  Global  Security for definitive
         Debt Securities (the “Global  Exchange  Agent”),  in an aggregate  principal amount equal to the principal
         amount of such  temporary  Global  Security,  executed  by the  Company.  On or after the Global  Exchange
         Date,  such temporary  Global  Security  shall be  surrendered  by the  Depositary to the Global  Exchange
         Agent,  to be exchanged,  in whole or from time to time in part, for definitive  Debt  Securities  without
         charge  and  the  Trustee  or the  Global  Exchange  Agent,  if  authorized  by the  Trustee  pursuant  to
         Section 614,  shall  authenticate  and  deliver,  in exchange for each  portion of such  temporary  Global
         Security,  an equal  aggregate  principal  amount of  definitive  Debt  Securities  of the same  series of
         authorized  denominations  and of like tenor and terms as the portion of such temporary Global Security to
         be  exchanged.  Upon  any  exchange  of a part of such  temporary  Global  Security  for  definitive  Debt
         Securities,  the portion of the principal  amount and any interest  thereon so exchanged shall be endorsed
         by the Global  Exchange Agent on a schedule to such  temporary  Global  Security,  whereupon the principal
         amount and interest  payable  with  respect to such  temporary  Global  Security  shall be reduced for all
         purposes by the amount so exchanged  and  endorsed.  The  definitive  Debt  Securities  to be delivered in
         exchange  for any such  temporary  Global  Security  shall be in  bearer  form,  registered  form,  global
         registered  form or global  bearer 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,  in the case of the  exchange of the  temporary  Global  Security for
         definitive  Bearer Securities  (including a definitive Global Bearer Security),  upon such presentation by
         the Depositary,  such temporary Global Security shall be accompanied by a certificate  signed by Euroclear
         as to the portion of such  temporary  Global  Security  held for its account  then to be  exchanged  and a
         certificate  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 B to this  Indenture;  and provided,
         further,  that  definitive  Bearer  Securities  (including a definitive  Global Bearer  Security) shall be
         delivered  in  exchange  for a  portion  of a  temporary  Global  Security  only in  compliance  with  the
         requirements of Section 303.

                  (iv)     The  interest  of a  beneficial  owner of Debt  Securities  of a series  in a  temporary
         Global  Security  shall be exchanged for definitive  Debt  Securities of the same series and of like tenor
         and terms following the Global Exchange Date when the account holder  instructs  Euroclear or Clearstream,
         as the case may be, to request  such  exchange  on such  account  holder’s  behalf and, in the case of the
         exchange of the  temporary  Global  Security  for  definitive  Bearer  Securities  (including a definitive
         Global Bearer  Security),  the account holder delivers to Euroclear or Clearstream,  as the case may be, a
         certificate  in the form set forth in  Exhibit A-1  and, if applicable,  A-2 to this  Indenture,  dated no
         earlier than 15 days prior to the Global  Exchange Date,  copies of which  certificate  shall be available
         from the offices of Euroclear  and  Clearstream,  the Global  Exchange  Agent,  any  authenticating  agent
         appointed for such series of Debt  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 Debt 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  Debt  Securities  in person at the  offices of  Euroclear  and  Clearstream.
         Definitive  Debt  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.

                  (v)      Until  exchanged in full as hereinabove  provided,  the temporary Debt Securities of any
         series shall in all respects be entitled to the same  benefits  under this  Indenture as  definitive  Debt
         Securities of the same series and of like tenor and terms  authenticated and delivered  hereunder,  except
         that  interest  payable on a temporary  Global  Security on an Interest  Payment  Date shall be payable to
         Euroclear  and  Clearstream  on such Interest  Payment Date only if there has been  delivered by Euroclear
         and  Clearstream  to the Global  Exchange  Agent a certificate  or  certificates  in the form set forth in
         Exhibit B to this  Indenture  dated no earlier than the first  Interest  Payment Date,  for credit without
         further  interest on or after such  Interest  Payment Date to the  respective  accounts of the Persons who
         are the beneficial  owners of such temporary  Global  Security on such Interest  Payment Date and who have
         each  delivered to Euroclear or  Clearstream,  as the case may be, a certificate  in the form set forth in
         Exhibit A-1  and, if applicable,  A-2 to this Indenture  dated no earlier than the first Interest  Payment
         Date.  Any interest so received by Euroclear  and  Clearstream  and not paid as herein  provided  prior to
         the Global  Exchange Date shall be returned to the Global  Exchange  Agent which,  upon  expiration of two
         years after such  Interest  Payment  Date,  shall repay such  interest to the Company in  accordance  with
         Section 1003.

                  Section 305.      Registration; Registration of Transfer and Exchange.

                  The Company  shall cause to be kept at one of the  offices or  agencies to be  maintained  by the
Company  in  accordance  with the  provisions  of this  Section 305  and  Section 1002,  with  respect  to the Debt
Securities  of each  series  which are  Registered  Securities,  a register  (herein  sometimes  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.  Pursuant to
Section 301,  the Company  shall  appoint,  with respect to Debt  Securities  of each series  which are  Registered
Securities,  a  “Security  Registrar”  for the  purpose of  registering  such Debt  Securities  and  transfers  and
exchanges of such Debt Securities as herein provided.

                  Upon  surrender  for  registration  of transfer of any  Registered  Security of any series at the
office or agency of the Company  maintained  for such  purpose,  the Company shall  execute,  and the Trustee shall
authenticate  and deliver,  in the name of the  designated  transferee or  transferees,  one or more new Registered
Securities  of the same  series  of any  authorized  denomination  or  denominations,  of like  tenor and terms and
aggregate principal amount.

                  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  form and  denomination,  of like tenor and terms and
aggregate  principal  amount,  upon  surrender  of the  Registered  Securities  to be  exchanged  at such office or
agency.  Bearer Securities may not be delivered in exchange for Registered Securities.

                  At the option of the Holder,  Registered  Securities  or Bearer  Securities  of any series may be
issued in exchange  for Bearer  Securities  (except as otherwise  specified as  contemplated  by  Section 301  with
respect to a Bearer  Security in global  form) of the same  series,  of any  authorized  denominations  and of like
tenor and terms and aggregate  principal  amount,  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,  such exchange may be effected if the Bearer  Securities  are  accompanied  by payment in funds
acceptable  to the  Company  and the  Trustee  in an  amount  equal to the face  amount of such  missing  coupon or
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 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  exchange  for a  Registered  Security of the same series and like tenor and terms
after the close of  business  at such  office or agency on (i) any  Regular  Record  Date and before the opening of
business at such office or agency on the  relevant  Interest  Payment  Date,  or (ii) any  Special  Record Date and
before the opening of business at such  office or agency on the  related  date for payment of  Defaulted  Interest,
such Bearer  Security shall be surrendered  without the coupon  relating to such Interest  Payment Date or proposed
date of payment, as the case may be.

                  Whenever any Debt  Securities are so  surrendered  for exchange,  the Company shall execute,  and
the Trustee shall  authenticate  and deliver,  the Debt Securities which the Holder making the exchange is entitled
to receive.

                  If at any time the  Depositary for the Debt  Securities of a series  notifies the Company that it
is  unwilling  or unable to continue as  Depositary  for the Debt  Securities  of such series or if at any time the
Depositary  for the Debt  Securities of such series shall no longer be eligible under  Section 303(h),  the Company
shall  appoint  a  successor  Depositary  with  respect  to the Debt  Securities  of such  series.  If a  successor
Depositary  for the Debt  Securities  of such  series is not  appointed  by the  Company  within 90 days  after the
Company  receives  such  notice  or  becomes  aware of such  ineligibility,  the  Company’s  election  pursuant  to
Section 301(9)  shall no longer be  effective  with respect to the Debt  Securities  of such series and the Company
will execute,  and the Trustee,  upon receipt of a Company Order for the  authentication and delivery of definitive
Debt Securities of such series,  will  authenticate and deliver,  Debt Securities of such series in definitive form
in an aggregate  principal amount equal to the principal  amount of the Global Security or Securities  representing
such series in exchange for such Global Security or Securities.

                  The Company may at any time and in its sole  discretion  determine  that the Debt  Securities  of
any series  issued in the form of one or more  Global  Securities  shall no longer be  represented  by such  Global
Security or Securities.  In such event the Company will execute,  and the Trustee,  upon receipt of a Company Order
for the  authentication  and delivery of definitive Debt Securities of such series,  will authenticate and deliver,
Debt  Securities  of such series in  definitive  form and in an aggregate  principal  amount equal to the principal
amount of the Global  Security or  Securities  representing  such series in  exchange  for such Global  Security or
Securities.

                  If  specified  by  the  Company  pursuant  to  Section 301  with  respect  to a  series  of  Debt
Securities,  the Depositary for such series of Debt  Securities may surrender a Global  Security for such series of
Debt  Securities in exchange in whole or in part for Debt  Securities of such series of like tenor and terms and in
definitive form on such terms as are acceptable to the Company and such  Depositary.  Thereupon,  the Company shall
execute, and the Trustee shall authenticate and deliver, without charge to any Holder,

                  (a)      to each Person  specified by such  Depositary a new Debt  Security or  Securities of the
same series,  of like tenor and terms and of any authorized  denominations as requested by such person in aggregate
principal amount equal to and in exchange for such Person’s beneficial interest in the Global Security; and

                  (b)      to such  Depositary a new Global  Security of like tenor and terms and in a denomination
equal to the  difference,  if any,  between  the  principal  amount  of the  surrendered  Global  Security  and the
aggregate principal amount of Debt Securities delivered to Holders thereof.

                  In any exchange provided for in any of the preceding three  paragraphs,  the Company will execute
and the Trustee will  authenticate  and deliver Debt  Securities  (a) in  definitive  registered form in authorized
denominations,  if the Debt  Securities of such series are issuable as  Registered  Securities,  (b) in  definitive
bearer  form in  authorized  denominations,  with  coupons  attached,  if the Debt  Securities  of such  series are
issuable as Bearer  Securities  or (c) as  either  Registered  or Bearer  Securities,  as shall be specified by the
beneficial  owner thereof,  if the Debt Securities of such series are issuable in either form;  provided,  however,
that no  definitive  Bearer  Security  shall be delivered in exchange for a temporary  Global  Security  unless the
Company or its agent shall have  received  from the person  entitled to receive the  definitive  Bearer  Security a
certificate  substantially  in the form set forth in  Exhibit A-1  and, if  applicable,  A-2 hereto;  and  provided
further that delivery of a Bearer  Security shall occur only outside the United States;  and provided  further that
no definitive Bearer Security will be issued if the Company has reason to know that any such certificate is false.

                  Upon the exchange of a Global  Security  for Debt  Securities  in  definitive  form,  such Global
Security  shall be  cancelled  by the  Trustee.  Registered  Securities  issued in exchange  for a Global  Security
pursuant to this Section shall be registered in such names and in such authorized  denominations  as the Depositary
for such Global Security,  pursuant to instructions  from its direct or indirect  participants or otherwise,  shall
instruct the Trustee.  The Trustee  shall  deliver such  Registered  Securities  to the persons in whose names such
Debt  Securities are so registered.  The Trustee shall deliver  Bearer  Securities  issued in exchange for a Global
Security  pursuant to this Section to the persons,  and in such  authorized  denominations,  as the  Depositary for
such Global  Security,  pursuant to  instructions  from its direct or indirect  participants  or  otherwise,  shall
instruct the Trustee;  provided,  however,  that no definitive Bearer Security shall be delivered in exchange for a
temporary  Global  Security unless the Company or its agent shall have received from the person entitled to receive
the  definitive  Bearer  Security  a  certificate  substantially  in the form  set  forth in  Exhibit A-1  and,  if
applicable,  A-2 hereto;  and provided  further  that  delivery of a Bearer  Security  shall occur only outside the
United States;  and provided  further that no definitive  Bearer  Security will be issued if the Company has reason
to know that any such certificate is false.

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

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

                  No charge to any Holder  shall be made for any  registration  of  transfer  or  exchange  of Debt
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  transfer,  registration  of transfer or exchange of Debt  Securities,
other than  exchanges  expressly  provided in this  Indenture  to be made at the  Company’s  own expense or without
expense or without charge to the Holders.

                  The  Company  shall not be required  (i) to  issue,  register  the  transfer of or exchange  Debt
Securities of any  particular  series to be redeemed for a period of fifteen days  preceding the first  publication
of the relevant  notice of redemption or, if Registered  Securities are  outstanding  and there is no  publication,
the mailing of the relevant notice of redemption of Debt  Securities of such series  selected for redemption  under
Section 1103  and ending at the close of business on the day of such mailing,  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 such  Registered  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 like tenor and terms
of that series, provided that such Registered Security shall be simultaneously surrendered for redemption.

                  Notwithstanding  anything  herein  to the  contrary,  the  exchange  of  Bearer  Securities  into
Registered  Securities  shall be subject to  applicable  laws and  regulations  in effect at the time of  exchange;
neither the Company,  the Trustee nor the Security  Registrar shall exchange any Bearer  Securities into Registered
Securities  if it has received an Opinion of Counsel that as a result of such  exchanges  the Company  would suffer
adverse  consequences  under the  United  States  Federal  income tax laws and  regulations  then in effect and the
Company has delivered to the Trustee a Company Order  directing the Trustee not to make such  exchanges  thereafter
unless and until the Trustee  receives a  subsequent  Company  Order to the  contrary.  The Company  shall  deliver
copies of such Company Orders to the Security Registrar.

                  Section 306.      Mutilated, Destroyed, Lost and Stolen Debt Securities.

                  If (i) any  mutilated Debt Security or a Bearer Security with a mutilated coupon  appertaining to
it is  surrendered  to a Paying Agent outside the United States  designated by the Company,  or, in the case of any
Registered  Security,  to the Trustee,  or (ii) the Company and the Trustee receive evidence to their  satisfaction
of the  destruction,  loss or theft of any Debt  Security or coupon,  and there is delivered to the Company and the
Trustee such security or indemnity as may be required by them to save each of them  harmless,  then, in the absence
of notice to the  Company  and the  Trustee  that such Debt  Security  or coupon has been  acquired  by a bona fide
purchaser,  the Company shall execute and upon its written request the Trustee shall  authenticate and deliver,  in
exchange for any such mutilated Debt Security or Bearer Security with a mutilated  coupon  appertaining to it or to
which a destroyed,  lost or stolen coupon appertains (with all appurtenant  coupons not destroyed,  lost or stolen)
or in lieu of any such  destroyed,  lost or stolen Debt  Security,  a new Debt Security of like tenor and terms and
principal amount,  bearing a number not contemporaneously  outstanding,  with coupons corresponding to the coupons,
if any,  appertaining  to such  destroyed,  lost or stolen  Debt  Security  or to the Debt  Security  to which such
destroyed,  lost or  stolen  coupon  appertains;  provided,  however,  that any such new  Bearer  Security  will be
delivered only in compliance with the conditions set forth in Section 305.

                  In case any such  mutilated,  destroyed,  lost or stolen Debt Security or coupon has become or is
about to become due and payable,  the Company in its discretion  may,  instead of issuing a new Debt Security,  pay
such Debt  Security or coupon;  provided,  however,  that  payment of principal  of (and  premium,  if any) and any
interest 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  provided,  further,  that,  with respect to any such coupons,
interest  represented  thereby  (but not any  additional  amounts  payable as provided in  Section 1006),  shall be
payable only upon presentation and surrender of the coupons appertaining thereto.

                  Upon the  issuance  of any new Debt  Security  or coupons  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 and printing  expenses)
connected therewith.

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

                  Section 307.      Payment of Interest; Interest Rights Preserved.

                  Interest on any  Registered  Security which is payable,  and is punctually  paid or duly provided
for, on any  Interest  Payment Date shall be paid to the Person in whose name that  Registered  Security (or one or
more  Predecessor  Securities)  is  registered  at the  close  of  business  on the  Regular  Record  Date for such
interest.  In case a Bearer  Security of any series is  surrendered  in exchange for a Registered  Security of such
series  after the close of business  (at an office or agency in a Place of Payment for such  series) on any Regular
Record Date and before the opening of business (at such office or agency) on the next succeeding  Interest  Payment
Date,  such Bearer  Security shall be  surrendered  without the coupon  relating to such Interest  Payment Date and
interest  will not be payable  on such  Interest  Payment  Date in 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.  At the option of the  Company,  payment of  interest  on any  Registered
Security  may be made by  check  in the  currency  designated  for  such  payment  pursuant  to the  terms  of such
Registered  Security  mailed to the address of the Person  entitled  thereto as such  address  shall  appear in the
Security  Register or by wire  transfer  to an account in such  currency  designated  by such Person in writing not
later than ten days prior to the date of such payment.

                  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 (herein  called  “Defaulted  Interest”)  shall  forthwith
cease to be payable to the  registered  Holder on the  relevant  Regular  Record  Date by virtue of his having been
such Holder, and such Defaulted  Interest may be paid by the Company,  at its election in each case, as provided in
Clause (1) or (2) below:

                  (1)      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  and/or  Government  Obligations  the  payments  of  principal  and  interest on which when due (and
         without  reinvestment)  will provide money in such amounts as will  (together  with any money  irrevocably
         deposited in trust with the Trustee,  without  investment) be equal to the aggregate amount proposed to be
         paid in respect of such  Defaulted  Interest or shall make  arrangements  satisfactory  to the Trustee for
         such deposit prior to the date of the proposed  payment,  such money and/or  Government  Obligations  when
         deposited  to be held in trust for the benefit of the Persons  entitled to such  Defaulted  Interest as in
         this  Clause  provided.  Thereupon  the  Trustee  shall fix a Special  Record Date for the payment of such
         Defaulted  Interest  which  shall be not more than 15 days and not less than 10 days  prior to the date of
         the  proposed  payment  and not less than 10 days after the  receipt  by the  Trustee of the notice of the
         proposed  payment.  The Trustee  shall  promptly  notify the Company of such Special  Record Date.  Unless
         the Trustee is acting as the Security  Registrar,  promptly  after such Special  Record Date,  the Company
         shall  furnish  the Trustee  with a list,  or shall make  arrangements  satisfactory  to the Trustee  with
         respect  thereto,  of the names and addresses of, and principal  amounts of Registered  Securities of such
         series held by, the Holders  appearing on the  Security  Register at the close of business on such Special
         Record  Date.  In the name and at the  expense of the  Company,  the  Trustee  shall  cause  notice of the
         proposed  payment  of  such  Defaulted  Interest  and the  Special  Record  Date  therefor  to be  mailed,
         first-class postage prepaid,  to each Holder of Registered  Securities of such series at his address as it
         appears in the  Security  Register,  not less than 10 days prior to such Special  Record  Date.  Notice of
         the proposed  payment of such Defaulted  Interest and the Special Record Date therefor  having been mailed
         as  aforesaid,  such  Defaulted  Interest  shall be paid 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 such  Special  Record  Date  and  shall  no  longer  be  payable  pursuant  to the  following
         Clause (2).  In case a Bearer  Security of any series is surrendered at the office or agency in a Place of
         Payment for such series in exchange for a  Registered  Security of such series after the close of business
         at such office or agency on 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 proposed date of payment and Defaulted  Interest will not
         be payable on such proposed date of payment in 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.

                  (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 the  Registered  Securities  may be  listed,  and upon such  notice  as may be  required  by such
         exchange,  if, after notice given by the Company to the Trustee of the proposed  payment  pursuant to this
         Clause, such manner of payment shall be deemed practicable by the Trustee.

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

                  Subject to the limitations set forth in  Section 1002,  the Holder of any coupon  appertaining to
a Bearer  Security  shall be  entitled  to receive  the  interest  payable on such  coupon  upon  presentation  and
surrender  of such coupon on or after the Interest  Payment  Date of such coupon at an office or agency  maintained
for such purpose pursuant to Section 1002.

                  Section 308.      Persons Deemed Owners.

                  Prior to due  presentment of a Registered  Security for  registration  of transfer,  the Company,
the  Trustee  and any agent of the  Company or of the  Trustee  may treat the Person in whose name such  Registered
Security is registered as the owner of such Registered  Security for the purpose of receiving  payment of principal
of (and  premium,  if any) and  (subject to  Section 307)  interest on such  Registered  Security and for all other
purposes  whatsoever,  whether or not such Registered Security be overdue, and neither the Company, the Trustee nor
any agent of the Company or the Trustee shall be affected by notice to the contrary.

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

                  None of the Company,  the  Trustee,  any Paying  Agent or the  Security  Registrar  will have any
responsibility  or liability  for any aspect of the records  relating to or payments  made on account of beneficial
ownership  interests of a Global  Security or for  maintaining,  supervising  or reviewing any records  relating to
such beneficial ownership interests.

                  Section 309.      Cancellation.

                  Unless otherwise  provided with respect to a series of Debt  Securities,  all Debt Securities and
coupons  surrendered  for payment,  redemption,  repayment,  transfer,  exchange or credit against any sinking fund
payment pursuant to this Indenture  shall, if surrendered to the Company or any agent of the Company,  be delivered
to the  Trustee  and shall be promptly  cancelled  by it. The  Company  may at any time  deliver to the Trustee for
cancellation  any Debt  Securities  previously  authenticated  and delivered  hereunder  which the Company may have
acquired  in any manner  whatsoever,  and all Debt  Securities  so  delivered  shall be promptly  cancelled  by the
Trustee.  No Debt Securities  shall be  authenticated  in lieu of or in exchange for any Debt Securities  cancelled
as provided in this Section,  except as expressly  permitted by this  Indenture.  All cancelled Debt Securities and
coupons held by the Trustee  shall be destroyed and  certification  of their  destruction  delivered to the Company
unless by a Company  Order the Company shall direct that the  cancelled  Debt  Securities or coupons be returned to
it.

                  Section 310.      Computation of Interest.

                  Except as otherwise  specified as  contemplated by Section 301 for Debt Securities of any series,
interest on the Debt  Securities  of each series shall be computed on the basis of a 360-day year of twelve  30-day
months.

                  Section 311.      Certification by a Person Entitled to Delivery of a Bearer Security.

                  Whenever any provision of this Indenture or a Debt Security  contemplates  that  certification be
given by a Person entitled to delivery of a Bearer Security,  such  certification  shall be provided  substantially
in the form of  Exhibit A-1  and, if  applicable,  A-2 hereto,  with only such  changes as shall be approved by the
Company and consented to by the Trustee, whose consent shall not unreasonably be withheld.

                  Section 312.      Judgments.

                  The Company  agrees that, to the fullest extent  possible under  applicable law and except as may
otherwise  be specified as  contemplated  in  Section 301,  (a) the  obligation,  if any, of the Company to pay the
principal of (and premium,  if any) and interest on the Debt Securities of any series and any  appurtenant  coupons
in a Foreign Currency,  composite  currency or Dollars (the “Designated  Currency”) as may be specified pursuant to
Section 301 is of the essence,  and judgments in respect of such Debt  Securities  shall be given in the Designated
Currency;  (b) the  obligation of the Company to make payments in the Designated  Currency of the principal of (and
premium,  if any) and interest on such Debt  Securities  and any  appurtenant  coupons shall,  notwithstanding  any
payment in any other currency  (whether  pursuant to a judgment or otherwise),  be discharged only to the extent of
the amount in the  Designated  Currency  that the Holder  receiving  such  payment may, in  accordance  with normal
banking  procedures,  purchase with the sum paid in such other currency (after any premium and cost of exchange) in
the  country  of  issue  of the  Designated  Currency  in  the  case  of  Foreign  Currency  or  Dollars  or in the
international  banking community in the case of a composite currency on the Business Day immediately  following the
day on which such  Holder  receives  such  payment;  (c) if the amount in the  Designated  Currency  that may be so
purchased for any reason falls short of the amount  originally due, the Company shall pay such  additional  amounts
as may be necessary to compensate  for such  shortfall;  and (d) any  obligation  of the Company not  discharged by
such payment shall be due as a separate and  independent  obligation  and,  until  discharged  as provided  herein,
shall continue in full force and effect.

                                                   ARTICLE FOUR

                                            Satisfaction and Discharge

                  Section 401.      Satisfaction and Discharge of Indenture.

                  This  Indenture  shall  upon  Company  Request  cease to be of further  effect  (except as to any
surviving  rights of  registration  of transfer or exchange of Debt Securities  herein  expressly  provided for and
rights to receive  payments of  principal  and interest  thereon and any right to receive  additional  amounts,  as
provided in  Section 1006)  and the  Trustee,  at the expense of the  Company,  shall  execute  proper  instruments
acknowledging satisfaction and discharge of this Indenture when

                  (1)      either

                           (A)      all Debt  Securities  theretofore  authenticated  and delivered and all coupons
                  appertaining  thereto (other than (i) coupons  appertaining to Bearer  Securities  surrendered in
                  exchange for Registered  Securities  and maturing after such exchange,  surrender of which is not
                  required or has been waived as provided in  Section 305,  (ii) Debt  Securities and coupons which
                  have  been  destroyed,  lost or stolen  and  which  have been  replaced  or paid as  provided  in
                  Section 306,   (iii) coupons   appertaining  to  Bearer   Securities  called  for  redemption  or
                  surrendered  for repayment and maturing after the relevant  Redemption Date or Repayment Date, as
                  appropriate,  surrender  of  which  has been  waived  as  provided  in  Section 1106  or 1303 and
                  (iv) Debt  Securities  and coupons for whose payment  money and/or  Government  Obligations  have
                  theretofore  been  deposited  in  trust or  segregated  and  held in  trust  by the  Company  and
                  thereafter  repaid to the Company or  discharged  from such trust,  as provided in  Section 1003)
                  have been delivered to the Trustee cancelled or for cancellation; or

                           (B)      all  such  Debt  Securities  not  theretofore  delivered  to  the  Trustee  for
                  cancellation

                                    (i)     have become due and payable, or

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

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

                  and the Company, in the case of (B)(i),  (B)(ii) or (B)(iii) above, has irrevocably  deposited or
                  caused to be  deposited  with the Trustee as trust funds in trust for the  purpose  money  and/or
                  Government  Obligations  the  payments of  principal  and interest on which when due (and without
                  reinvestment)  will provide money in such amounts as will  (together  with any money  irrevocably
                  deposited in trust with the Trustee,  without  investment) be sufficient to pay and discharge the
                  entire  indebtedness  on such Debt  Securities  and  coupons of such  series for  principal  (and
                  premium,  if any) and interest,  and any mandatory sinking fund,  repayment or analogous payments
                  thereon,  on the  scheduled  due dates  therefor to the date of such deposit (in the case of Debt
                  Securities  and  coupons  which  have  become  due and  payable)  or to the  Stated  Maturity  or
                  Redemption  Date, if any, and all Repayment  Dates (in the case of Debt  Securities  repayable at
                  the option of the Holders thereof);  provided,  however,  that in the event a petition for relief
                  under any applicable  Federal or state  bankruptcy,  insolvency,  reorganization or other similar
                  law is filed with respect to the Company  within 91 days after the deposit,  the  obligations  of
                  the Company under the Indenture  with respect to the Debt  Securities of such series shall not be
                  deemed  terminated or  discharged,  and in such event the Trustee shall be required to return the
                  deposited money and Government Obligations then held by the Trustee to the Company;

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

                  (3)      the Company has  delivered  to the Trustee an  Officers’  Certificate  and an Opinion of
         Counsel each stating that all conditions  precedent  herein provided for relating to the  satisfaction and
         discharge of this Indenture have been complied with.

Notwithstanding  the  satisfaction  and discharge of this Indenture,  the obligations of the Company to the Trustee
under  Section 607 and, if money or Government  Obligations  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 shall survive.

                  Section 402.      Application of Trust Money and Government Obligations.

                  (a)      Subject  to the  provisions  of the  last  paragraph  of  Section 1003,  all  money  and
Government  Obligations deposited with the Trustee pursuant to Section 401,  403 or 1501 shall be held in trust and
such money and the  principal  and  interest  received on such  Government  Obligations  shall be applied by it, in
accordance  with the provisions of the Debt  Securities,  any coupons and this  Indenture,  to the payment,  either
directly or through any Paying  Agent  (including  the Company  acting as its own Paying  Agent) as the Trustee may
determine,  to the Persons entitled thereto,  of the principal (and premium, if any) and interest for whose payment
such money or Government Obligations have been deposited with the Trustee.

                  (b)      The Trustee shall  deliver or pay to the Company from time to time upon Company  Request
any  Government  Obligations  or money held by it as provided  in  Section 403  or 1501 which,  in the opinion of a
nationally  recognized  firm of  independent  public  accountants  expressed  in a  written  certification  thereof
delivered  to the  Trustee,  are then in excess of the amount  thereof  which then would have been  required  to be
deposited for the purpose for which such Government Obligations or money were deposited or received.

                  (c)      The Trustee  shall  deliver to the Company  from time to time upon  Company  Request any
Government  Obligations  held by it as provided in Section 403 or 1501,  provided that the Company in  substitution
therefor  simultaneously  delivers to the Trustee, money or other Government Obligations which, in the opinion of a
nationally  recognized  firm of  independent  public  accountants  expressed  in a  written  certification  thereof
delivered to the Trustee,  would then be sufficient to satisfy the Company’s payment  obligations in respect of the
Debt Securities in the manner contemplated by Section 403 or 1501.

                  Section 403.      Satisfaction, Discharge and Defeasance of Debt Securities of Any Series.

                  If this  Section 403  is specified,  as  contemplated  by  Section 301,  to be applicable to Debt
Securities  of any series,  then,  notwithstanding  Section 401,  (i) the  Company shall be deemed to have paid and
discharged the entire  indebtedness on all the Outstanding  Debt Securities of any such series and related coupons;
(ii) the  provisions of this Indenture as it relates to such  Outstanding Debt Securities and related coupons shall
no longer be in effect (except as to (A) the rights of Holders of Debt  Securities to receive,  from the trust fund
described in subparagraph (1)  below,  payment of (x) the principal of (and premium, if any) and any installment of
principal of (and premium,  if any) or interest on such Debt  Securities and related coupons on the Stated Maturity
of such  principal (and premium,  if any) or installment of principal (and premium,  if any) or interest or (y) any
mandatory sinking fund,  repayment or analogous  payments  applicable to the Debt Securities of that series on that
day on which such  payments are due and payable in  accordance  with the terms of this  Indenture  and of such Debt
Securities,  (B) the  Company’s  obligations  with respect to such Debt Securities  under  Sections 304,  305, 306,
1002,  1003 and 1006,  and  (C) the  rights,  powers,  trusts,  duties and  immunities  of the  Trustee  hereunder,
including those under  Section 607  hereof);  and (iii) the  Trustee,  at the expense of the Company,  shall,  upon
Company Order, execute proper instruments acknowledging satisfaction and discharge of such indebtedness, when

                  (1)      either

                           (A)      with  respect to all  Outstanding  Debt  Securities  of such series and related
                  coupons,  with  reference  to this  Section 403,  the  Company  has  deposited  or  caused  to be
                  deposited  with the  Trustee  irrevocably,  as trust  funds in  trust,  money  and/or  Government
                  Obligations  the payments of principal and interest on which when due (and without  reinvestment)
                  will provide  money in such amounts as will  (together  with any money  irrevocably  deposited in
                  trust  with  the  Trustee,  without  investment)  be  sufficient  to pay  and  discharge  (i) the
                  principal  of (and  premium,  if any) and interest on the  Outstanding  Debt  Securities  of that
                  series on the Stated  Maturity of such  principal  or interest or, if such series may be redeemed
                  by the  Company  prior  to  the  Stated  Maturity  thereof  and  the  Company  shall  have  given
                  irrevocable  instructions  to the Trustee to effect such  redemption,  at the date fixed for such
                  redemption  pursuant  to  Article  Eleven,  and  (ii) any  mandatory  sinking  fund  payments  or
                  analogous  payments  applicable  to Debt  Securities  of such  series  on the date on which  such
                  payments  are due and payable in  accordance  with the terms of this  Indenture  and of such Debt
                  Securities; or

                           (B)      the  Company  has  properly  fulfilled  such other  means of  satisfaction  and
                  discharge  as is  specified,  as  contemplated  by  Section 301,  to be  applicable  to the  Debt
                  Securities of such series;

                  (2)      the  Company  has paid or  caused  to be paid  all  sums  payable  with  respect  to the
         Outstanding Debt Securities of such series and related coupons;

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

                  (4)      no Event of  Default  or event  which,  with the  giving of notice or lapse of time,  or
         both,  would become an Event of Default pursuant to  Section 501(1),  (2), (3), (6) or (7) with respect to
         the Debt  Securities  of such series shall have occurred and be continuing on the date of such deposit and
         no Event of Default under  Section 501(6)  or  Section 501(7) or event which, with the giving of notice or
         lapse of time, or both,  would become an Event of Default under  Section 501(6)  or  Section 501(7)  shall
         have  occurred and be  continuing  on the 91st day after such date;  provided,  however,  that should that
         condition fail to be satisfied on or before such 91st day, the Trustee shall promptly,  upon  satisfactory
         receipt of evidence of such failure, return such deposit to the Company;

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

                  (6)      the Company has  delivered  to the Trustee an  Officers’  Certificate  and an Opinion of
         Counsel,  each stating that all conditions  precedent herein provided for relating to the satisfaction and
         discharge of the entire  indebtedness  of all  Outstanding  Debt  Securities and related coupons have been
         complied with.

                  Any deposits with the Trustee  referred to in  Section 403(1)(A)  above shall be irrevocable  and
shall be made under the terms of an escrow or trust  agreement in form and substance  satisfactory  to the Trustee.
If any  Outstanding  Debt  Securities  of such series are to be redeemed  prior to their Stated  Maturity,  whether
pursuant to any optional  redemption  provisions or in accordance with any mandatory sinking fund requirement,  the
applicable  escrow or trust  agreement shall provide  therefor and the Company shall make such  arrangements as are
satisfactory  to the  Trustee  for the  giving of notice  of  redemption  by the  Trustee  in the name,  and at the
expense, of the Company.

                  Upon the  satisfaction  of the conditions set forth in this  Section 403  with respect to all the
Outstanding  Debt  Securities  of any series,  the terms and  conditions  of such series,  including  the terms and
conditions  with respect  thereto set forth in this  Indenture,  shall no longer be binding upon, or applicable to,
the Company;  provided  that the Company shall not be discharged  from any payment  obligations  in respect of Debt
Securities of such series which are deemed not to be Outstanding  under  clause (iii) of the definition  thereof if
such obligations continue to be valid obligations of the Company under applicable law.

                  Notwithstanding  the  cessation,  termination  and  discharge of all  obligations,  covenants and
agreements  (except as provided above in this  Section 403) of the Company under this Indenture with respect to any
series of Debt  Securities,  the obligations of the Company to the Trustee under  Section 607,  and the obligations
of the Trustee  under  Section 402  and the last  paragraph  of  Section 1003,  shall  survive with respect to such
series of Debt Securities.

                                                   ARTICLE FIVE

                                                     Remedies

                  Section 501.      Events of Default.

                  “Event of Default,”  wherever used herein with respect to Debt  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,  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  upon any Debt  Security of such series when it
         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 Debt  Security
         of such series at its Maturity; or

                  (3)      default in the deposit of any sinking  fund  payment,  when and as due by the terms of a
         Debt Security of such series; or

                  (4)      default in the  performance,  or breach,  of any  covenant or warranty of the Company in
         this  Indenture  (other  than a covenant  or warranty a default in whose  performance  or whose  breach is
         elsewhere in this Section  specifically  dealt with or which has expressly been included in this Indenture
         solely for the benefit of Debt  Securities of a series other than such series),  and  continuance  of such
         default or breach for a period of 90 days after there has been given by  registered or certified  mail, to
         the  Company  by the  Trustee,  or to the  Company  and the  Trustee  by the  Holders  of at least  25% in
         principal  amount of the  Outstanding  Debt  Securities of such series,  a written notice  specifying such
         default or breach and  requiring  it to be remedied  and stating that such notice is a “Notice of Default”
         hereunder, or

                  (5)      the entry by a court  having  jurisdiction  in the premises of (A) a decree or order for
         relief in respect of the Company in an  involuntary  case or proceeding  under any  applicable  Federal or
         state bankruptcy,  insolvency,  reorganization or other similar law or (B) a decree or order adjudging the
         Company a bankrupt or  insolvent,  or  approving  as  properly  filed a petition  seeking  reorganization,
         arrangement,  adjustment or composition  of or in respect of the Company under any  applicable  Federal or
         State law, or appointing a custodian,  receiver,  liquidator,  assignee,  trustee,  sequestrator  or other
         similar  official of the Company or of any  substantial  part of its property,  or ordering the winding up
         or  liquidation  of its affairs,  and the  continuance  of any such decree or order for relief or any such
         other decree or order unstayed and in effect for a period of 90 consecutive days; or

                  (6)      the  commencement by the Company of a voluntary case or proceeding  under any applicable
         Federal or state  bankruptcy,  insolvency,  reorganization  or other  similar  law or of any other case or
         proceeding to be  adjudicated  a bankrupt or  insolvent,  or the consent by it to the entry of a decree or
         order for relief in respect of the  Company in an  involuntary  case or  proceeding  under any  applicable
         Federal or state  bankruptcy,  insolvency,  reorganization  or other similar law or to the commencement of
         any  bankruptcy or insolvency  case or proceeding  against it, or the filing by it of a petition or answer
         or consent seeking  reorganization or relief under any applicable  Federal or State law, or the consent by
         it to the  filing  of  such  petition  or to the  appointment  of or  taking  possession  by a  custodian,
         receiver,  liquidator,  assignee,  trustee,  sequestrator  or similar  official  of the  Company or of any
         substantial  part of its property,  or the making by it of an assignment for the benefit of creditors,  or
         the  admission  by it in writing of its  inability  to pay its debts  generally as they become due, or the
         taking of corporate action by the Company in furtherance of any such action; or

                  (7)      any other  Event of Default  provided  with  respect to Debt  Securities  of such series
         specified as contemplated by Section 301.

                  Section 502.      Acceleration of Maturity; Rescission and Annulment.

                  If an Event of Default  with  respect to Debt  Securities  of any series at the time  Outstanding
occurs  and is  continuing,  then and in every  such  case  the  Trustee  or the  Holders  of not less  than 25% in
principal  amount of Outstanding  Debt Securities of such series may declare the principal  amount (or, if the Debt
Securities of such series are Original Issue Discount  Securities,  such portion of the principal  amount as may be
specified in the terms of such series) of and all accrued but unpaid  interest on all the Debt  Securities  of such
series to be due and payable  immediately,  by a notice in writing to the  Company  (and to the Trustee if given by
such Holders),  and upon any such declaration such principal amount (or specified amount) shall become  immediately
due and  payable.  Upon  payment of such  amount,  all  obligations  of the  Company  in respect of the  payment of
principal of the Debt Securities of such series shall terminate.

                  At any time after such a  declaration  of  acceleration  with respect to Debt  Securities  of any
series  has been made and  before a  judgment  or decree  for  payment  of the money due has been  obtained  by the
Trustee as hereinafter in this Article  provided,  the Holders of a majority in principal amount of the Outstanding
Debt  Securities  of such  series,  by written  notice to the Company 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

                           (A)      all overdue installments of interest on all Debt Securities of such series,

                           (B)      the principal of (and premium,  if any, on) any Debt  Securities of such series
                  which have become due otherwise than by such  declaration of  acceleration  and interest  thereon
                  at the rate or rates prescribed therefor in such Debt Securities,

                           (C)      to the extent that payment of such  interest is lawful,  interest  upon overdue
                  installments of interest at the rate or rates prescribed therefor in such Debt Securities, 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 Debt  Securities  of such series,  other than the
         non-payment  of the  principal  of Debt  Securities  of such  series  which have become due solely by such
         declaration of acceleration, have been cured or waived as provided in Section 513.

No such rescission shall affect any subsequent default or impair any right consequent thereon.

                  Section 503.      Collection of Indebtedness and Suits for Enforcement by Trustee.

                  The Company covenants that if:

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

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

the Company  will,  upon demand of the Trustee,  pay to it, for the benefit of the Holders of such Debt  Securities
and any related  coupons,  the amount then due and payable on such Debt  Securities  and coupons for principal (and
premium,  if any) and  interest  and, to the extent that  payment of such  interest  shall be legally  enforceable,
interest upon the overdue principal (and premium, if any) and, upon overdue  installments of interest,  at the rate
or rates prescribed  therefor in such Debt Securities,  and, in addition  thereto,  such further amount as shall be
sufficient  to cover the costs and  expenses  of  collection,  including  the  reasonable  compensation,  expenses,
disbursements and advances of the Trustee, its agents and counsel.

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

                  If an Event of Default with respect to Debt  Securities of any series  occurs and is  continuing,
the Trustee may in its  discretion  proceed to protect and enforce its rights and the rights of the Holders of Debt
Securities of such series 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  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  proceedings,  or  any  voluntary  or
involuntary  case under the Federal  bankruptcy  laws as now or hereafter  constituted,  relative to the Company or
any other  obligor upon the Debt  Securities of a particular  series or any related  coupons or the property of the
Company or of such other obligor or their  creditors,  the Trustee  (irrespective  of whether the principal of such
Debt  Securities  shall  then  be due  and  payable  as  therein  expressed  or by  declaration  or  otherwise  and
irrespective  of  whether  the  Trustee  shall  have made any  demand on the  Company  for the  payment  of overdue
principal or interest) shall be entitled and empowered, by intervention in such proceedings or otherwise,

                  (1)      to file and prove a claim for the whole amount of principal  (and  premium,  if any) and
         interest  owing and unpaid in respect of the Debt  Securities of such series and any  appurtenant  coupons
         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;

and any receiver,  assignee,  trustee,  custodian,  liquidator,  sequestrator or other similar official in any such
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 607.

                  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 Debt  Securities or any 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 Debt Securities or Coupons.

                  All rights of action and claims  under this  Indenture or the Debt  Securities  or coupons may be
prosecuted  and enforced by the Trustee  without the  possession  of any of the Debt  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, 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  benefit of the Holders of the Debt  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 (and premium,  if any) or interest,  upon presentation of the Debt Securities or any coupons, or both, as
the case may be, and the  notation  thereon of the payment if only  partially  paid and upon  surrender  thereof if
fully paid:

                  FIRST:  To the payment of all amounts due the Trustee under Section 607;

                  SECOND:  To the payment of the amounts  then due and unpaid for  principal  of (and  premium,  if
         any) and  interest  on the Debt  Securities  and any  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 Debt  Securities and any coupons for principal  (and premium,  if any)
         and  interest,  respectively.  The  Holders of each series of Debt  Securities  denominated  in Euro,  any
         other  composite  currency  or a Foreign  Currency  and any  matured  coupons  relating  thereto  shall be
         entitled to receive a ratable  portion of the amount  determined  by the Exchange Rate Agent by converting
         the principal  amount  Outstanding of such series of Debt  Securities  and matured but unpaid  interest on
         such series of Debt  Securities  in the currency in which such series of Debt  Securities  is  denominated
         into Dollars at the Exchange Rate as of the date of  declaration  of  acceleration  of the Maturity of the
         Debt Securities; and

                  THIRD:  The balance, if any, to the Person or Persons entitled thereto.

                  Section 507.      Limitation on Suits.

                  No Holder of any Debt  Securities  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 has  previously  given written  notice to the Trustee of a continuing  Event
         of Default with respect to the Debt Securities of such series;

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

                  (3)      such Holder or Holders  have  offered to the Trustee  reasonable  indemnity  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 has failed to institute any such proceeding; and

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

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

                  Section 508.      Unconditional Right of Holders to Receive Principal, Premium and Interest.

                  Notwithstanding  any other  provision  in this  Indenture,  the  Holder of any Debt  Security  or
coupon  shall have the right  which is absolute  and  unconditional  to receive  payment of the  principal  of (and
premium,  if any) and  (subject to  Section 307)  interest  on such Debt  Security or payment of such coupon on the
respective  Stated Maturity or Maturities  expressed in such Debt Security or coupon (or, in the case of redemption
or  repayment,  on the  Redemption  Date or the Repayment  Date, as the case may be) and to institute  suit for the
enforcement of any such payment, and such right 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  proceedings  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 the Company,  the Trustee and
the Holders shall,  subject to any  determination  in such  proceeding,  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  in  Section 306,  no right or  remedy  herein  conferred  upon or
reserved  to the Trustee or to the Holders is  intended  to be  exclusive  of any other right or remedy,  and every
right and remedy  shall,  to the extent  permitted by law, be  cumulative  and in addition to every other right and
remedy  given  hereunder  or now or  hereafter  existing  at  law or in  equity  or  otherwise.  The  assertion  or
employment  of any right or remedy  hereunder,  or  otherwise,  shall  not  prevent  the  concurrent  assertion  or
employment of any other appropriate right or remedy.

                  Section 511.      Delay or Omission Not Waiver.

                  No delay or omission  of the Trustee or of any Holder of any Debt  Security or coupon to exercise
any right or remedy  accruing  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, as the case may be.

                  Section 512.      Control by Holders of Debt Securities.

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

                  (1)      such direction shall not be in conflict with any rule of law or with this Indenture;

                  (2)      subject to the  provisions of  Section 601,  the Trustee shall have the right to decline
         to follow any such direction if the Trustee in good faith shall,  by a Responsible  Officer or Responsible
         Officers of the Trustee,  determine that the proceedings so directed would be unjustly  prejudicial to the
         Holders of Debt Securities of such series not joining in any such direction; and

                  (3)      the  Trustee  may take any  other  action  deemed  proper  by the  Trustee  which is not
         inconsistent with such direction.

                  Section 513.      Waiver of Past Defaults.

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

                  (1)      in the  payment  of the  principal  of (or  premium,  if any) or  interest  on any  Debt
         Security of such series, 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  Debt  Security of such series
         affected.

                  Upon any such  waiver,  such  default  shall  cease to exist,  and any Event of  Default  arising
therefrom  shall be deemed to have been  cured,  for every  purpose of this  Indenture;  but no such  waiver  shall
extend to any subsequent or other default or impair any right consequent thereon.

                  Section 514.      Undertaking for Costs.

                  All  parties to this  Indenture  agree,  and each  Holder of any Debt  Security  or coupon 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,  against any party litigant in such suit,  having a due regard to the merits and good
faith of the claims or defenses  made by such party  litigant,  but the  provisions of this Section shall not apply
to any suit instituted by the Company or the Trustee,  to any suit  instituted by any Holder,  or group of Holders,
holding in the aggregate more than 25% in principal  amount of the Outstanding  Debt  Securities of any series,  or
to any suit  instituted by any Holder for the  enforcement of the payment of the principal of (or premium,  if any)
or interest  on any Debt  Security or the  payment of any  coupons on or after the  respective  Stated  Maturity or
Maturities  expressed in such Debt Security or coupon (or, in the case of redemption or repayment,  on or after the
Redemption Date or Repayment Date, as the case may be).

                  Section 515.      Waiver of Stay or Extension Laws.

                  The Company  covenants  (to the extent  that it may  lawfully do so) that it will not at any time
insist  upon,  or plead,  or in any  manner  whatsoever  claim or take the  benefit  or  advantage  of, any stay or
extension  law  whenever  enacted,  now or at any time  hereafter in force,  which may affect the  covenants or the
performance of this Indenture;  and the Company (to the extent that it may lawfully do so) hereby  expressly waives
all benefits 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.      Certain Duties and Responsibilities.

                  Except during the continuance of an Event of Default,  the Trustee’s duties and  responsibilities
under this  Indenture  shall be governed by the Trust  Indenture  Act. In case an Event of Default has occurred and
is continuing,  the Trustee shall exercise the rights and powers vested in it by this Indenture,  and shall use the
same  degree  of care  and  skill  in  their  exercise,  as a  prudent  person  would  exercise  or use  under  the
circumstances  in the conduct of his or her own  affairs.  Notwithstanding  the  foregoing,  no  provision  of this
Indenture shall require the Trustee to expend or risk its own funds or otherwise  incur any financial  liability in
the  performance  of any of its duties  hereunder,  or in the exercise of any of its rights or powers,  if it shall
have  reasonable  grounds for believing  that  repayment of such funds or adequate  indemnity  against such risk or
liability is not reasonably  assured to it. 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.

                  Section 602.      Notice of Default.

                  If a default  occurs  hereunder  with respect to Debt  Securities of any series the Trustee shall
transmit  by mail to all Holders of Debt  Securities  of such  series  notice of such  default as and to the extent
provided  by the  Trust  Indenture  Act;  provided,  however,  that in the  case of any  default  of the  character
specified in  Section 501(4)  with  respect to Debt  Securities  of such series no such notice to Holders  shall be
given until at least 30 days after the  occurrence  thereof.  For the purpose of this Section,  the term  “default”
means any event which is, or after notice or lapse of time or both would  become,  an Event of Default with respect
to Debt Securities of such series.

                  Section 603.      Certain Rights of Trustee.

                  Except as otherwise provided in Section 601

                  (a)      the Trustee may rely and shall be  protected  in acting or  refraining  from acting upon
any signature,  resolution,  certificate,  statement,  instrument,  opinion,  report, notice,  request,  direction,
consent,  order, bond, debenture,  note, coupon or other paper or document believed by it to be genuine and to have
been signed or presented by the proper party or parties;

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

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

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

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

                  (f)      the  Trustee  shall not be bound to make any  investigation  into the  facts or  matters
stated in any  resolution,  certificate,  statement,  instrument,  opinion,  report,  notice,  request,  direction,
consent,  order, bond, debenture,  note, coupon, other evidence of indebtedness or other paper or document, but the
Trustee,  in its discretion,  may make such further inquiry or  investigation  into such facts or matters as it may
see fit, and, if the Trustee shall  determine to make such further inquiry or  investigation,  it shall be entitled
to examine the books,  records and premises of the  Company,  personally  or by agent or  attorney,  other than any
such books or records  containing  information  as to the  affairs of the  customers  of the  Company or any of its
Subsidiaries;  provided  that the Trustee may examine  such books and records  relating to  customers to the extent
that such books and records  contain  information  as to any payments made to such  customers in their  capacity as
Holders of Debt Securities;  provided,  further, that the Trustee shall treat all information regarding the Company
which it receives  pursuant to this Indenture and its duties  hereunder as confidential and shall not disclose such
information unless necessary in order to fulfill its duties under this Indenture or the Trust Indenture Act; and

                  (g)      the  Trustee may  execute  any of the trusts or powers  hereunder  or perform any duties
hereunder  either  directly or by or through agents or attorneys and the Trustee shall not be  responsible  for any
misconduct  or  negligence  on the part of any  agent or  attorney  appointed  with  due care by it  hereunder;  no
Exchange  Rate Agent,  Global  Exchange  Agent,  Depositary or Paying Agent shall be deemed an agent of the Trustee
and the Trustee shall not be responsible for any act or omission by any of them.

                  Section 604.      Not Responsible for Recitals or Issuance of Debt Securities.

                  The recitals  contained herein and in the Debt Securities,  except the Trustee’s  certificates of
authentication,  and in any coupons, and the information in any registration  statement,  including all attachments
thereto,  except information provided by the Trustee therein,  shall be taken as the statements of the Company, and
the Trustee  assumes no  responsibility  for their  correctness.  The Trustee  makes no  representations  as to the
validity or  sufficiency  of this  Indenture or of the Debt  Securities  of any series or any coupons.  The Trustee
shall  not be  accountable  for the use or  application  by the  Company  of any Debt  Securities  or the  proceeds
thereof.  The Trustee shall not be  responsible  for and makes no  representations  as to the Company’s  ability or
authority to issue Bearer Securities or the lawfulness thereof.

                  Section 605.      May Hold Debt Securities or Coupons.

                  The Trustee,  any Paying Agent,  the Security  Registrar or any other agent of the Company or the
Trustee,  in its individual or any other capacity,  may become the owner or pledgee of Debt Securities and coupons,
and,  subject to Sections  608 and 613, may  otherwise  deal with the Company with the same rights it would have if
it were not Trustee, Paying Agent, Security Registrar or such agent.

                  Section 606.      Money Held in Trust.

                  Money held by the Trustee or any Paying  Agent in trust  hereunder  need not be  segregated  from
other  funds  except to the extent  required by law.  Neither  the Trustee nor any Paying  Agent shall be under any
liability for interest on any money received by it hereunder except as otherwise agreed with the Company.

                  Section 607.      Compensation and Reimbursement.

                  The Company agrees

                  (1)      to pay to the  Trustee  from  time  to time  reasonable  compensation  for all  services
         rendered by it hereunder which shall have from time to time been  separately  agreed to by the Company and
         the Trustee in writing (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 negligence or bad faith; and

                  (3)      to indemnify the Trustee for, and to hold it harmless  against,  any loss,  liability or
         expense  incurred  without  negligence or bad faith on its part,  arising out of or in connection with the
         acceptance  or  administration  of this  trust or  performance  of its  duties  hereunder,  including  the
         reasonable  costs and expenses of defending  itself against any claim or liability in connection  with the
         exercise or performance of any of its powers or duties hereunder.

                  The  Trustee   shall   promptly   notify  the  Company  of  any  claim  for  which  it  may  seek
indemnification  pursuant to the provisions of this  Indenture.  The Company shall be entitled to  participate  in,
and to the extent  that it shall  wish,  to assume the  defense of such claim,  with  counsel  satisfactory  to the
Trustee  (and the  Trustee  shall  cooperate  in the  defense  thereof),  and after  notice from the Company to the
Trustee of the  Company’s  election  so to assume  the  defense  thereof,  the  Company  shall not be liable to the
Trustee under this  Indenture for any legal or other  expenses  subsequently  incurred by the Trustee in connection
with the defense thereof other than  reasonable  costs of  investigation.  The Company shall not be obligated under
any settlement agreement relating to any claim under this Indenture to which it has not agreed in writing.
                  As  security  for the  performance  of the  obligations  of the  Company  under this  Section the
Trustee  shall have a claim  prior to the Debt  Securities  and any  coupons  upon all  property  and funds held or
collected  by the Trustee as such,  except funds held in trust for the payment of  principal  of (and  premium,  if
any) or interest on particular Debt Securities or any coupons.

                  The provisions of this  Section 607  shall survive the  resignation or removal of the Trustee and
the termination of this Indenture.

                  Section 608.      Disqualification; Conflicting Interests.

                  If the Trustee  has or shall  acquire any  conflicting  interest  within the meaning of the Trust
Indenture  Act,  the Trustee  shall  either  eliminate  such  interest  or resign,  to the extent and in the manner
provided  by,  and  subject  to the  provisions  of,  the Trust  Indenture  Act and this  Indenture.  To the extent
permitted  by such Act,  the  Trustee  shall not be deemed to have a  conflicting  interest  with  respect  to Debt
Securities of any series by virtue of being a trustee under this Indenture  with respect to any  particular  series
of Debt Securities.

                  Section 609.      Corporate Trustee Required; Eligibility.

                  There shall at all times be a Trustee  hereunder  which shall be a  corporation  that is eligible
pursuant to the Trust  Indenture Act to act as such and organized and doing  business  under the laws of the United
States,  any State  thereof or the District of Columbia,  authorized  under such laws to exercise  corporate  trust
powers,  having a combined capital and surplus of at least  $25,000,000,  and subject to supervision or examination
by Federal or State authority;  provided,  however,  that if Section 310(a) of the Trust Indenture Act or the rules
and  regulations of the  Commission  under the Trust  Indenture Act at any time permit a corporation  organized and
doing business under the laws of any other  jurisdiction  to serve as trustee of an indenture  qualified  under the
Trust Indenture Act, this Section 609  shall be automatically  amended to permit a corporation  organized and doing
business  under  the laws of any  such  other  jurisdiction  to serve as  Trustee  hereunder.  If such  corporation
publishes  reports  of  condition  at least  annually,  pursuant  to law or to the  requirements  of the  aforesaid
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  accordance  with the  provisions
of this  Section,  it shall  resign  immediately  in the manner and with the effect  hereinafter  specified in this
Article.

                  Section 610.      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
under Section 611.

                  (b)      The Trustee may resign at any time with  respect to the Debt  Securities  of one or more
series by giving  written  notice  thereof to the Company.  If an instrument  of acceptance by a successor  Trustee
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 Debt Securities of such series.

                  (c)      The  Trustee  may be removed  at any time with  respect  to the Debt  Securities  of any
series by Act of the Holders of a majority in principal  amount of the Outstanding  Debt Securities of such series,
delivered to the Trustee and to the Company.

                  (d)      If at any time:

                  (1)      the Trustee  shall fail to comply with Section 608 with  respect to the Debt  Securities
         of any series  after  written  request  therefor  by the Company or by any Holder who has been a bona fide
         Holder of a Debt Security of such series for at least six months, or

                  (2)      the Trustee shall cease to be eligible under  Section 609  with respect to any series of
         Debt  Securities  and shall fail to resign after  written  request  therefor by the Company or by any such
         Holder, or

                  (3)      the  Trustee  shall  become  incapable  of acting  with  respect  to any  series of Debt
         Securities  or a decree or order for relief by a court  having  jurisdiction  in the  premises  shall have
         been entered in respect of the Trustee in an involuntary  case under the Federal  bankruptcy  laws, as now
         or hereafter  constituted,  or any other  applicable  Federal or State  bankruptcy,  insolvency or similar
         law; or a decree or order by a court having  jurisdiction  in the premises shall have been entered for the
         appointment  of a receiver,  custodian,  liquidator,  assignee,  trustee,  sequestrator  or other  similar
         official  of the  Trustee or of its  property  or  affairs,  or any public  officer  shall take  charge or
         control of the Trustee or of its  property or affairs  for the  purpose of  rehabilitation,  conservation,
         winding up or liquidation, or

                  (4)      the Trustee shall  commence a voluntary case under the Federal  bankruptcy  laws, as now
         or hereafter constituted,  or any other applicable Federal or State bankruptcy,  insolvency or similar law
         or shall  consent  to the  appointment  of or taking  possession  by a  receiver,  custodian,  liquidator,
         assignee,  trustee,  sequestrator or other similar official of the Trustee or its property or affairs,  or
         shall make an  assignment  for the benefit of  creditors,  or shall admit in writing its  inability to pay
         its debts generally as they become due, or shall take corporate action in furtherance of any such action,

then, in any such case,  (i) the Company by a Board  Resolution  may remove the Trustee with respect to such series
at any time or (ii) subject to  Section 514,  any Holder who has been a bona fide Holder of a Debt  Security of any
series for at least six months may, on behalf of himself and all others similarly  situated,  petition any court of
competent  jurisdiction  for the removal of the Trustee for the Debt  Securities of such series and the appointment
of a successor Trustee.

                  (e)      If the Trustee  shall resign,  be removed or become  incapable of acting with respect to
any series of Debt  Securities,  or if a vacancy  shall occur in the office of Trustee for any cause,  with respect
to the Debt  Securities  or one or more series,  the  Company,  by a Board  Resolution,  shall  promptly  appoint a
successor  Trustee or Trustees  with respect to the Debt  Securities  of that or those series (it being  understood
that any such  successor  Trustee may be  appointed  with respect to the Debt  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 Debt  Securities  of any
particular  series) and shall comply with the applicable  requirements  of  Section 611.  If, within one year after
such resignation,  removal or incapability,  or the occurrence of such vacancy, a successor Trustee with respect to
the Debt  Securities  of any series shall be  appointed by Act of the Holders of a majority in principal  amount of
the Outstanding  Debt 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 Debt Securities of such series and to that extent supersede the successor  Trustee  appointed by the
Company.  If no successor  Trustee with respect to the Debt  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 Debt Security of such series for at least six months may,  subject to Section 514,  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 Debt Securities of such series.

                  (f)      The Company shall give notice of each  resignation  and each removal of the Trustee with
respect to the Debt Securities of any series and each  appointment of a successor  Trustee with respect to the Debt
Securities of any series by mailing  written  notice of such event by first-class  mail,  postage  prepaid,  to the
Holders of  Registered  Securities,  if any,  of such series as their names and  addresses  appear in the  Security
Register and, if Debt  Securities of such series are issuable as Bearer  Securities,  by publishing  notice of such
event once in an  Authorized  Newspaper in each Place of Payment  located  outside the United  States.  Each notice
shall  include  the name of the  successor  Trustee  with  respect to the Debt  Securities  of such  series and the
address of its Corporate Trust Office.

                  Section 611.      Acceptance of Appointment by Successor.

                  (a)      In the case of an  appointment  hereunder  of a successor  Trustee  with  respect to all
Debt Securities,  every such successor  Trustee so appointed shall execute,  acknowledge and deliver to the Company
and to the retiring Trustee an instrument  accepting such appointment,  and thereupon the resignation or removal of
the  retiring  Trustee  shall  become  effective  and such  successor  Trustee,  without any further  act,  deed or
conveyance,  shall become vested with all the rights,  powers,  trusts and duties of the retiring Trustee;  but, on
request of the Company or the  successor  Trustee,  such  retiring  Trustee  shall,  upon  payment of its  charges,
execute and deliver an instrument  transferring to such successor Trustee all the rights,  powers and trusts of the
retiring  Trustee,  and shall duly assign,  transfer and deliver to such  successor  Trustee all property and money
held by such retiring Trustee hereunder.

                  (b)      In the case of the  appointment  hereunder  of a successor  Trustee  with respect to the
Debt  Securities  of one or more (but not all)  series,  the  Company,  the  retiring  Trustee  upon payment of its
charges and each  successor  Trustee with respect to the Debt  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,  powers,  trusts and duties of the retiring Trustee with respect to the Debt
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 Debt  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 Debt  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 Debt  Securities  of that or those  series  to which  the  appointment  of such  successor  Trustee
relates;  but, on the request of the Company or any successor  Trustee,  such  retiring  Trustee shall duly assign,
transfer  and deliver to such  successor  Trustee all property and money held by such  retiring  Trustee  hereunder
with respect to the Debt  Securities of that or those series to which the  appointment  of such  successor  Trustee
relates.

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

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

                  Section 612.      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 of the corporate trust business of
the Trustee,  shall, with the written approval of the Company, be the successor of the Trustee hereunder,  provided
such corporation shall be otherwise  qualified and eligible under this Article,  without the executing or filing of
any paper or any further  act on the part of any of the  parties  hereto.  In case any Debt  Securities  shall have
been  authenticated,  but not  delivered,  by the Trustee  then in office,  any  successor  by merger,  conversion,
consolidation  or sale  to such  authenticating  Trustee  may  adopt  such  authentication  and  deliver  the  Debt
Securities so authenticated  with the same effect as if such successor Trustee had itself  authenticated  such Debt
Securities.  In case any Debt Securities shall not have been  authenticated by such predecessor  Trustee,  any such
successor  Trustee  may  authenticate  and  deliver  such Debt  Securities,  in either  its own name or that of its
predecessor  Trustee,  with the full  force and  effect  which  this  Indenture  provides  for the  certificate  of
authentication of the Trustee.  If the Trustee’s successor by merger,  conversion,  consolidation or sale shall not
have received the written  approval of the Company,  such  successor  shall resign within 20 days after the merger,
conversion,  consolidation  or sale and such  vacancy  in the office of the  Trustee  shall be filled in the manner
specified in Section 610.

                  Section 613.      Preferential Collection of Claims Against Company.

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

                  Section 614.      Authenticating Agent.

                  The Trustee  may upon  Company  request  appoint one or more  Authenticating  Agents  (including,
without  limitation,  the Company or any Affiliate  thereof) with respect to one or more series of Debt  Securities
which shall be authorized on behalf of the Trustee in  authenticating  Debt Securities of such series in connection
with the issue,  delivery,  registration  of  transfer,  exchange,  partial  redemption  or  repayment of such Debt
Securities.  Wherever  reference is made in this Indenture to the  authentication of Debt Securities by the Trustee
or the Trustee’s  certificate  of  authentication,  such  reference  shall be deemed to include  authentication  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 must be acceptable to the Company and, in the case
of Registered  Securities,  must be a corporation  organized and doing business under the laws of the United States
or of any State or the  District  of  Columbia,  having a combined  capital  and  surplus of at least  $25,000,000,
authorized  under such laws to do a trust  business and subject to  supervision  or examination by Federal or State
authorities,  and in the case of Bearer  Securities  and an  authenticating  agent who is not  organized  and doing
business  under the laws of the United  States or of any State  thereof or the District of Columbia,  is subject to
supervision or examination by the appropriate foreign authorities.

                  Any  corporation  succeeding to the corporate  agency business of an  authenticating  agent shall
continue  to be an  authenticating  agent  without the  execution  or filing of any paper or any further act on the
part of the Trustee or such authenticating agent.
                  An  authenticating  agent  may at any time  resign  with  respect  to one or more  series of Debt
Securities  by giving  written  notice of  resignation  to the Trustee and to the  Company.  The Trustee may at any
time  terminate  the agency of any  authenticating  agent with respect to one or more series of Debt  Securities by
giving  written  notice of  termination  to such  authenticating  agent and to the Company.  Upon  receiving such a
notice of  resignation or upon such a termination,  or in case at any time an  authenticating  agent shall cease to
be eligible in accordance with the provisions of this Section,  the Trustee may appoint a successor  authenticating
agent.  Any successor  authenticating  agent upon acceptance of its appointment  hereunder shall become vested with
all  rights,  powers  and  duties of its  predecessor  hereunder,  with like  effect as if  originally  named as an
authenticating  agent  herein.  No successor  authenticating  agent shall be appointed  unless  eligible  under the
provisions of this Section.

                  The  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
payment, subject to the provisions of Section 607.

                  The  provisions  of  Sections 104,  111,  306,  309,  603, 604 and 605 shall be applicable to any
authenticating agent.

                  Pursuant  to each  appointment  made under  this  Section,  the Debt  Securities  of each  series
covered by such appointment may have endorsed thereon, in lieu of the Trustee’s  certificate of authentication,  an
alternate certificate of authentication in substantially the following form:

                  This  is one  of  the  Debt  Securities,  of  the  series  designated  herein,  described  in the
within-mentioned Indenture.

                                                    ________________________________________


                                                   By _______________________________________
                                                   As Authenticating Agent for the Trustee



                                                   By _______________________________________
                                                   Authorized Officer


                                                   ARTICLE SEVEN

                                 Holders’ Lists and Reports By Trustee and Company

                  Section 701.      Company to Furnish Trustee Names and Addresses of Holders.

                  The  Company  will  furnish  or  cause  to be  furnished  to the  Trustee  with  respect  to Debt
Securities of each series for which it acts as Trustee:

                  (1)      semi-annually,  not later than  ____________  and  ____________ in each year, a list, in
         such form as the Trustee may reasonably  require,  of the names and addresses of the Holders of Registered
         Securities as of the preceding ______________ or _____________, as the case may be, and

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

provided,  however,  that if and so long as the  Trustee  shall be the  Security  Registrar,  no such  list need be
furnished.

                  Section 702.      Preservation of Information; Communications to Holders.

                  (a)      The Trustee  shall  preserve,  in as current a form as is  reasonably  practicable,  the
names and  addresses  of Holders of  Registered  Securities  contained  in the most  recent list  furnished  to the
Trustee as provided in  Section 701  and the names and  addresses of Holders of Registered  Securities  received by
the  Trustee in its  capacity  as Paying  Agent or Security  Registrar,  if so acting.  The Trustee may destroy any
list  furnished  to it as  provided in  Section 701  upon  receipt of a new list so  furnished.  The Trustee  shall
preserve for at least two years the names and addresses of Holders of Bearer  Securities  filed with the Trustee by
such Holders.

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

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

                  Section 703.      Reports by Trustee.

                  (a)      Within 60 days  after May 15 of each year  commencing  with the first  May 15  after the
first  issuance  of Debt  Securities  pursuant  to this  Indenture  and at any  other  time  required  by the Trust
Indenture  Act, the Trustee  shall  transmit to Holders such reports  concerning  the Trustee and its actions under
this  Indenture  and such other  matters  as may be  required  pursuant  to the Trust  Indenture  Act in the manner
required by the Trust Indenture Act.

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

                  Section 704.      Reports by Company.

                  The  Company  shall file with the  Trustee  and the  Commission,  and  transmit  to Holders  such
information,  documents and other reports,  and such summaries  thereof,  as may be required  pursuant to the Trust
Indenture  Act at the time and in the manner  pursuant to such Act;  provided that such  information,  documents or
reports  required to be filed with the  Commission  pursuant  to  Section 13  or  Section 15(d)  of the  Securities
Exchange  Act of 1934 shall be filed with the  Trustee  within 15 days  after the same is so  required  to be filed
with the Commission.

                                                   ARTICLE EIGHT

                               Consolidation, Merger, Conveyance, Transfer or Lease

                  Section 801.      Company May Consolidate, etc. Only on Certain Terms.

                  The Company shall not consolidate  with or merge into any other  corporation or convey,  transfer
or lease its properties  and assets  substantially  as an entirety to any Person,  and the Company shall not permit
any Person to consolidate  with or merge into the Company,  or convey,  transfer or lease its properties and assets
substantially as an entirety to the Company, unless:

                  (1)      in case  the  Company  shall  consolidate  with or merge  into  another  corporation  or
         convey,  transfer or lease its  properties  and assets  substantially  as an  entirety to any Person,  the
         corporation  formed by such  consolidation  or into  which the  Company  is  merged  or the  Person  which
         acquires  by  conveyance  or  transfer,  or  which  leases,  the  properties  and  assets  of the  Company
         substantially  as an entirety  shall be a corporation  organized and existing under the laws of the United
         States of America,  any political  subdivision thereof or any State thereof and shall expressly assume, 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  (including
         all additional  amounts,  if any,  payable  pursuant to  Section 1006)  on all the Debt Securities and the
         performance of every covenant of this Indenture on the part of the Company to be performed or observed;

                  (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 happened and
         be continuing; and

                  (3)      the Company has  delivered  to the Trustee an  Officers’  Certificate  and an Opinion of
         Counsel  each  stating  that  such  consolidation,   merger,  conveyance,   transfer  or  lease  and  such
         supplemental  indenture  comply with this Article and that all conditions  precedent  herein  provided for
         relating to such transaction have been met.

                  Section 802.      Successor Corporation Substituted.

                  Upon any consolidation  with or merger into any other  corporation,  or any conveyance,  transfer
or lease of the properties and assets of the Company  substantially as an entirety in accordance with  Section 801,
the  successor  corporation  formed by such  consolidation  or into  which the  Company  is merged or to which such
conveyance,  transfer or lease is made shall succeed to, and be  substituted  for, and may exercise every right and
power of,  the  Company  under  this  Indenture  with the same  effect as if such  successor  had been named as the
Company  herein,  and  thereafter,  except in the case of a lease,  the Company  (which term for this purpose shall
mean the Person named as the  “Company” in the first  paragraph of this  instrument  or any  successor  corporation
which  shall  theretofore  have  become  such in the manner  presented  in this  Article)  shall be relieved of all
obligations and covenants under this Indenture and the Debt Securities and any coupons.

                                                   ARTICLE NINE

                                              Supplemental Indentures

                  Section 901.      Supplemental Indentures without Consent of Holders.

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

                  (1)      to evidence the  succession of another  corporation  to the Company,  and the assumption
         by such successor of the covenants of the Company herein and in the Debt Securities contained; or

                  (2)      to add to the  covenants  of the  Company,  for the benefit of the Holders of all or any
         series of Debt  Securities  (and if such  covenants  are to be for the  benefit of less than all series of
         Debt  Securities,  stating that such covenants are expressly being included solely for the benefit of such
         series) or any  coupons,  to convey,  transfer,  assign,  mortgage  or pledge any  property to or with the
         Trustee, or to surrender any right or power herein conferred upon the Company; or

                  (3)      to add any  additional  Events  of  Default  (and if such  Events of  Default  are to be
         applicable to less than all series of Debt  Securities,  stating that such Events of Default are expressly
         being included solely to be applicable to such series); or

                  (4)      to add to, change or eliminate 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 premium,  if any, on)  Registered  Securities  or of principal of (or premium,
         if any, on) or any interest on Bearer  Securities,  to permit  Bearer  Securities to be issued in exchange
         for Registered  Securities of other  authorized  denominations  or to permit or facilitate the issuance of
         Debt  Securities  in  uncertificated  form,  provided  any such  action  shall not  adversely  affect  the
         interests  of the  Holders  of Debt  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  (a) shall become  effective only when there is no Debt Security  Outstanding of any
         series created prior to the execution of such  supplemental  indenture which is entitled to the benefit of
         such provisions or (b) shall not apply to any Debt Security Outstanding; or

                  (6)      to  establish  the  form or terms of Debt  Securities  of any  series  as  permitted  by
         Sections 201 and 301; or

                  (7)      to secure the Debt Securities; or

                  (8)      to evidence  and provide for the  acceptance  of  appointment  hereunder  by a successor
         Trustee  with  respect  to the Debt  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 611(b); or

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

                  (10)     to add to or change or eliminate any  provision of this  Indenture as shall be necessary
         or desirable in accordance  with any  amendments to the Trust  Indenture  Act,  provided such action shall
         not adversely  affect the interest of Holders of Debt  Securities of any series or any related  coupons 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 the
Outstanding  Debt  Securities  of each  series  affected by such  supplemental  indenture,  by Act of said  Holders
delivered to the Company and the Trustee, the Company,  when authorized by a Board Resolution,  and the Trustee may
enter into an indenture or indentures  supplemental  hereto for the purpose of adding any provisions to or changing
in any manner or  eliminating  any of the  provisions  of this  Indenture  or of modifying in any manner the rights
under this  Indenture  of the Holders of such Debt  Securities  of such series and any related  coupons;  provided,
however,  that no such  supplemental  indenture  shall,  without the consent of the Holder of each Outstanding Debt
Security or coupon affected thereby,

                  (1)      change the Stated  Maturity of the principal or any  installment of principal of, or any
         installment  of interest on, any Debt  Security,  or reduce the principal  amount  thereof or the interest
         thereon or any premium  payable upon  redemption  or repayment  thereof,  or change any  obligation of the
         Company to pay additional  amounts pursuant to Section 1006  (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  that would be due and  payable  upon a  declaration  of  acceleration  of the  Maturity  thereof
         pursuant  to  Section 502,  or change  any Place of  Payment,  or the coin or  currency  in which any Debt
         Security or the interest  thereon or any coupon is payable,  or impair the right to institute suit for the
         enforcement  of any such payment on or after the Stated  Maturity  thereof (or, in the case of  redemption
         or repayment, on or after the Redemption Date or Repayment Date, as the case may be), or

                  (2)      reduce the  percentage in principal  amount of the  Outstanding  Debt  Securities of any
         series,  the consent of whose Holders is required for any such supplemental  indenture,  or the consent of
         whose  Holders is required for any waiver (of  compliance  with certain  provisions  of this  Indenture or
         certain  defaults  hereunder  and their  consequences)  provided  for in this  Indenture,  or  reduce  the
         requirements of Section 1404 for quorum or voting, or

                  (3)      modify any of the  provisions of this Section,  Section 513 or  Section 1012,  except to
         increase any such  percentage or to provide that certain  other  provisions  of this  Indenture  cannot be
         modified or waived without the consent of the Holder of each Outstanding Debt Security  affected  thereby;
         provided,  however,  that this  clause  shall not be deemed to require  the  consent  of any  Holder  with
         respect to changes  in the  references  to “the  Trustee”  and  concomitant  changes in this  Section  and
         Section 1012,  or the deletion of this proviso,  in accordance with the requirements of Section 611(b) and
         901(8), or

                  (4)      adversely  affect the right to  repayment,  if any, of Debt  Securities of any series at
         the option of the Holders thereof.

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

                  It shall not be  necessary  for any Act of Holders of the Debt  Securities  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  (subject to  Section 601)  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 Debt Securities  theretofore or thereafter  authenticated and delivered hereunder and
of any coupons 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 Debt Securities to Supplemental Indentures.

                  Debt  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 approved by the Trustee as to any matter  provided for in such  supplemental  indenture.  If the Company shall
so determine,  new Debt  Securities  of any series and any  appurtenant  coupons so modified as to conform,  in the
opinion of the Trustee and the  Company,  to any such  supplemental  indenture  may be prepared and executed by the
Company and  authenticated  and delivered by the Trustee in exchange for Outstanding Debt Securities of such series
and any appurtenant coupons.

                                                    ARTICLE TEN

                                                     Covenants

                  Section 1001.     Payment of Principal, Premium and Interest.

                  The  Company  covenants  and agrees for the  benefit of each  series of Debt  Securities  and any
appurtenant  coupons that it will duly and  punctually  pay the principal of (and premium,  if any) and interest on
the Debt  Securities  in  accordance  with the  terms of the Debt  Securities,  any  appurtenant  coupons  and this
Indenture.  Any interest due on Bearer  Securities on or before Maturity,  other than additional  amounts,  if any,
payable as provided in  Section 1006  in respect of  principal of (or  premium,  if any, on) such a Debt  Security,
shall be payable only upon  presentation  and surrender of the coupon or coupons for such interest  installments as
are evidenced thereby as they severally mature.

                  Section 1002.     Maintenance of Office or Agency.

                  The Company will  maintain in each Place of Payment for any series of Debt  Securities  an office
or agency where Debt Securities (but, except as otherwise  provided below,  unless such Place of Payment is located
outside the United States,  not Bearer  Securities or coupons) may be presented or surrendered  for payment,  where
Debt  Securities may be surrendered  for  registration  of transfer or exchange and where notices and demands to or
upon the Company in respect of the Debt  Securities  and this  Indenture  may be served.  If Debt  Securities  of a
series  are  issuable  as  Bearer  Securities,  the  Company  will  maintain,  subject  to any laws or  regulations
applicable  thereto,  an office or agency in a Place of Payment for such series which is located outside the United
States where Debt  Securities of such series and the related  coupons may be presented and  surrendered for payment
(including  payment of any additional  amounts payable on Debt Securities of such series pursuant to Section 1006);
provided,  however,  that if the Debt Securities of such series are listed on a stock exchange  located outside the
United States and such stock  exchange  shall so require,  the Company will maintain a Paying Agent in any required
city  located  outside the United  States,  as the case may be, so long as the Debt  Securities  of such series are
listed on such  exchange.  The Company  will give prompt  written  notice to the Trustee of the  location,  and any
change in the  location,  of any such office or agency.  If at any time the Company shall fail to maintain any such
required  office or agency or shall fail to furnish  the  Trustee  with the address  thereof,  such  presentations,
surrenders,     notices     or     demands     may    be    made    or    served     at     _______________________
____________________________________________________________,      and     the     Company     hereby      appoints
____________________________  its agent to receive all presentations,  surrenders, notices and demands, except that
Bearer  Securities of that series and the related coupons may be presented and  surrendered for payment  (including
payment of any additional  amounts  payable on Bearer  Securities of that series pursuant to  Section 1006)  at the
place specified for the purpose pursuant to Section 301(5).

                  No payment of principal of, or premium,  if any, 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,
payment of principal of and any premium and interest  (including  additional amounts payable in respect thereof) on
any Bearer  Security  denominated  in Dollars may be made at an office or agency of, and designated by, the Company
located in the United States if (but only if) payment of the full amount of such  principal,  premium,  interest or
additional  amounts in Dollars at all offices  outside the United States  maintained for the purpose by the Company
in  accordance  with this  Indenture  is illegal or  effectively  precluded by exchange  controls or other  similar
restrictions  and the Trustee  receives an Opinion of Counsel that such payment  within the United States is legal.
Unless  otherwise  provided as contemplated by Section 301  with respect to any series of Debt  Securities,  at the
option of the Holder of any  Bearer  Security  or  related  coupon,  payment  may be made by check in the  currency
designated  for such  payment  pursuant  to the terms of such  Bearer  Security  presented  or mailed to an address
outside  the  United  States or by  transfer  to an account in such  currency  maintained  by the payee with a bank
located outside the United States.

                  The Company may also from time to time  designate  one or more other  offices or agencies  (in or
outside  of such  Place of  Payment)  where the Debt  Securities  of one or more  series  and any  related  coupons
(subject to the preceding  paragraph)  may be presented or surrendered  for any or all such purposes,  and may from
time to time rescind such  designations;  provided,  however,  that no such  designation or rescission shall in any
manner  relieve  the  Company of its  obligation  to  maintain an office or agency in each Place of Payment for any
series of Debt  Securities  for such  purposes.  The Company will give prompt  written notice to the Trustee of any
such designation and any change in the location of any such other office or agency.

                  Section 1003.     Money for Debt Securities Payments to Be Held in Trust.

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

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

                  The Company  will cause each Paying  Agent with  respect to any series of Debt  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

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

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

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

                  The  Company  may at any  time,  for the  purpose  of  terminating  its  obligations  under  this
Indenture with respect to Debt  Securities of any series or for any other purpose,  pay, or by Company Order direct
any Paying  Agent to pay, to the Trustee all sums held in trust by the Company or such Paying  Agent,  such sums to
be held by the  Trustee  upon the same trusts as those upon which such sums were held by the Company or such Paying
Agent;  and,  upon such payment by any Paying Agent to the  Trustee,  such Paying Agent shall be released  from all
further liability with respect to such money.

                  Any principal and interest received on the Government  Obligations  deposited with the Trustee or
any money  deposited  with the Trustee or any Paying Agent,  or then held by the Company,  in trust for the payment
of the  principal of (and  premium,  if any) or interest on any Debt Security of any series or any money on deposit
with the Trustee or any Paying Agent  representing  amounts  deducted from the Redemption  Price or Repayment Price
with respect to unmatured  coupons not presented upon  redemption or exercise of the Holder’s  option for repayment
pursuant to Section 1106 or 1303 and remaining  unclaimed for two years after such principal (and premium,  if any)
or interest  has become due and payable  shall be paid to the Company on Company  Request,  or (if then held by the
Company)  shall be  discharged  from such trust;  and the Holder of such Debt  Security or any coupon  appertaining
thereto shall thereafter,  as an unsecured general creditor,  look only to the Company for payment thereof, and all
liability  of the Trustee or such  Paying  Agent with  respect to such trust money  (including  the  principal  and
interest  received on  Government  Obligations  deposited  with the  Trustee),  and all liability of the Company as
trustee thereof,  shall thereupon cease;  provided,  however,  that the Trustee or such Paying Agent,  before being
required  to make  any such  repayment,  may at the  expense  of the  Company  cause to be  published  once,  in an
Authorized  Newspaper of general  circulation in the Borough of Manhattan,  The City of New York, and each Place of
Payment or mailed to each such Holder,  or both,  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  or  mailing,  any
unclaimed balance of such money then remaining will be repaid to the Company.

                  Section 1004.     Corporate Existence.

                  Subject  to Article  Eight,  the  Company  will do or cause to be done all  things  necessary  to
preserve  and  keep in full  force  and  effect  its  corporate  existence,  rights  (charter  and  statutory)  and
franchises,  provided,  however,  that the Company shall not be required to preserve any such right or franchise if
the Board of Directors shall determine that the  preservation  thereof is no longer desirable in the conduct of the
business of the Company and that the loss thereof is not disadvantageous in any material respect to the Holders.

                  Section 1005.     Maintenance of Properties.

                  The  Company  will cause all  properties  used or useful in the  conduct of its  business  or the
business of any  Subsidiary  to be  maintained  and kept in good  condition,  repair and working order and supplied
with all necessary equipment and will cause to be made all necessary repairs, renewals,  replacements,  betterments
and  improvements  thereof,  all as in the judgment of the Company may be necessary so that the business carried on
in  connection  therewith  may be properly and  advantageously  conducted  at all times,  provided,  however,  that
nothing in this Section shall prevent the Company from  discontinuing  the operation or  maintenance of any of such
properties if such  discontinuance is, in the judgment of the Company,  desirable in the conduct of its business or
the business of any Subsidiary and not disadvantageous in any material respect to the Holders.

                  Section 1006.     Payment of Additional Amounts.

                  If the Debt  Securities of a series  provide for the payment of additional  amounts,  the Company
will pay to the Holder of any Debt Security of any series or any coupon  appertaining  thereto  additional  amounts
upon the terms and subject to the conditions  provided therein.  Whenever in this Indenture there is mentioned,  in
any  context,  the payment of the  principal  of (or  premium,  if any) or interest  on, or in respect of, any Debt
Security of any series or the net  proceeds  received  on the sale or exchange of any Debt  Security of any series,
such mention shall be deemed to include mention of the payment of additional  amounts  provided for in the terms of
such Debt  Securities and this Section to the extent that, in such context,  additional  amounts are, were or would
be payable in respect  thereof  pursuant to the  provisions  of this Section and express  mention of the payment of
additional  amounts (if  applicable)  in any  provisions  hereof shall not be  construed  as  excluding  additional
amounts in those provisions hereof where such express mention is not made.

                  If the Debt  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 Debt  Securities  (or if the Debt
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 (and premium,  if
any) or  interest  if there has been any  change  with  respect  to the  matters  set forth in the  below-mentioned
Officers’  Certificate,  the Company will furnish the Trustee and the  Company’s  principal  Paying Agent or Paying
Agents, if other than the Trustee, with an Officers’  Certificate  instructing the Trustee and such Paying Agent or
Paying  Agents  whether such payment of principal of (and  premium,  if any) or interest on the Debt  Securities of
that  series  shall be made to Holders of Debt  Securities  of that  series or the  related  coupons who are United
States Aliens without  withholding for or on account of any tax,  assessment or other governmental charge described
in the  Debt  Securities  of  that  series.  If any  such  withholding  shall  be  required,  then  such  Officers’
Certificate  shall specify by country the amount,  if any, required to be withheld on such payments to such Holders
of Debt  Securities  or coupons  and the  Company  will pay to the  Trustee  or such  Paying  Agent the  additional
amounts,  if any,  required by the terms of such Debt  Securities  and the first  paragraph  of this  Section.  The
Company covenants to indemnify the Trustee and any Paying Agent for, and to hold them harmless  against,  any loss,
liability  or expense  reasonably  incurred  without  negligence  or bad faith on their part  arising  out of or in
connection  with  actions  taken or omitted  by any of them in  reliance  on any  Officers’  Certificate  furnished
pursuant to this Section.

                  Section 1007.     Payment of Taxes and Other Claims.

                  The  Company  will pay or  discharge  or cause to be paid or  discharged,  before  the same shall
become delinquent,  (1) all taxes,  assessments and governmental  charges levied or imposed upon the Company or any
Subsidiary  or upon the income,  profits or property of the Company or any  Subsidiary,  and (2) all lawful  claims
for labor,  materials and supplies  which,  if unpaid,  might by law become a lien upon the property of the Company
or any  Subsidiary,  provided,  however,  that the Company shall not be required to pay or discharge or cause to be
paid or  discharged  any such tax,  assessment,  charge or claim whose amount,  applicability  or validity is being
contested in good faith by appropriate proceedings.

                  Section 1008.     Officer’s Certificate as to Default.

                  The Company  will  furnish to the  Trustee not more than 120 days after the end of the  Company’s
fiscal year in each year  (beginning with 200__) a brief  certificate  from the principal  executive,  financial or
accounting  officer  or  treasurer  or  controller  of the  Company  as to his or her  knowledge  of the  Company’s
compliance  with all  conditions  and covenants  under this  Indenture  (such  compliance to be determined  without
regard to any period of grace or  requirement  of notice  provided  under this  Indenture),  and,  if he or she has
knowledge of any default, specifying each such default of which the signer has knowledge and the nature thereof.

                  Section 1009.     Waiver of Certain Covenants.

                  The Company may omit in any  particular  instance to comply with any  covenant or  condition  set
forth in Sections  1004,  1005 and 1007 with respect to the Debt  Securities  of any series if, before the time for
such  compliance  the  Holders  of at least a  majority  in  principal  amount of the Debt  Securities  at the time
Outstanding  shall,  by Act of such  Holders,  either waive such  compliance  in such  instance or generally  waive
compliance  with such  covenant  or  condition,  but no such  waiver  shall  extend to or affect  such  covenant 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 in respect of any such  covenant  or  condition  shall
remain in full force and effect.


                                                  ARTICLE ELEVEN

                                           Redemption of Debt Securities

                  Section 1101.     Applicability of Article.

                  Debt  Securities  of any series  which are  redeemable  before  their  Stated  Maturity  shall be
redeemable in accordance  with their terms and (except as otherwise  specified as  contemplated  by Section 301 for
Debt 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 Debt  Securities  shall be  evidenced  by a Board
Resolution.  In case of any  redemption  at the election of the Company of less than all of the Debt  Securities of
any series,  the Company  shall,  at least  45 days  prior to the  Redemption  Date fixed by the Company  (unless a
shorter  notice  shall be  satisfactory  to the  Trustee),  notify the Trustee of such  Redemption  Date and of the
principal  amount and the tenor and terms of the Debt  Securities of any series to be redeemed.  In the case of any
redemption of Debt Securities  prior to the expiration of any restriction on such redemption  provided in the terms
of such Debt  Securities  or elsewhere in this  Indenture,  the Company shall furnish the Trustee with an Officers’
Certificate evidencing compliance with such restriction.

                  Section 1103.     Selection by Trustee of Debt Securities to be Redeemed.

                  Except as otherwise  specified as  contemplated by Section 301 for Debt Securities of any series,
if less than all the Debt  Securities  of any series with like tenor and terms are to be redeemed,  the  particular
Debt  Securities  to be redeemed  shall be  selected  not more than  60 days  prior to the  Redemption  Date by the
Trustee,  from the Outstanding  Debt Securities of such series with like tenor and terms not previously  called for
redemption,  by such method as the Trustee shall deem fair and  appropriate and which may provide for the selection
for redemption of portions  (equal to the minimum  authorized  denomination  for Debt  Securities of such series or
any integral  multiple  thereof which is also an  authorized  denomination)  of the principal  amount of Registered
Securities  or  Bearer  Securities  (if  issued  in more  than one  authorized  denomination)  of such  series of a
denomination larger than the minimum authorized denomination for Debt Securities of such series.

                  The Trustee  shall  promptly  notify the Company in writing of the Debt  Securities  selected for
redemption and, in the case of any Debt 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 Debt  Securities  shall relate,  in the case of any Debt Security  redeemed or to be
redeemed  only in part, to the portion of the  principal  amount of such Debt  Security  which has been or is to be
redeemed.

                  Section 1104.     Notice of Redemption.

                  Notice of redemption  shall be given in the manner  provided in Section 106  not less than 30 nor
more than 60 days prior to the Redemption Date, to each Holder of Debt Securities to be redeemed.

                  All notices of redemption shall state:

                  (1)      the Redemption Date,

                  (2)      the Redemption Price,

                  (3)      if less than all  Outstanding  Debt  Securities  of any series are to be  redeemed,  the
         identification  (and, in the case of partial  redemption,  the principal  amounts) of the particular  Debt
         Securities to be redeemed,

                  (4)      that on the Redemption  Date the Redemption  Price will become due and payable upon each
         such Debt  Security to be  redeemed,  and that  interest  thereon  shall cease to accrue on and after said
         date,

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

                  (6)      that Bearer  Securities  may be  surrendered  for  payment  only at such place or places
         which are outside the United States, except as otherwise provided in Section 1002,

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

                  (8)      the CUSIP number, if any.

                  A notice of redemption  published as  contemplated  by Section 106  need not identify  particular
Registered Securities to be redeemed.

                  Notice of  redemption  of Debt  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,  segregate  and hold in trust as  provided  in
Section 1003)  an amount of money and/or  Government  Obligations  the payments of principal  and interest on which
when due (and without  reinvestment)  will provide money on or prior to the Redemption Date in such amounts as will
(together  with any money  irrevocably  deposited in trust with the Trustee,  without  investment) be sufficient to
pay the  Redemption  Price of, and  (except if the  Redemption  Date shall be an  Interest  Payment  Date)  accrued
interest  on, all the Debt  Securities  or  portions  thereof  which are to be  redeemed  on that  date;  provided,
however,  that  deposits  with  respect to Bearer  Securities  shall be made with a Paying  Agent or Paying  Agents
located  outside the United States except as otherwise  provided in  Section 1002,  unless  otherwise  specified as
contemplated by Section 301.

                  Section 1106.     Debt Securities Payable on Redemption Date.

                  Notice of redemption  having been given as aforesaid,  the Debt  Securities to be redeemed shall,
on the Redemption Date,  become due and payable at the Redemption  Price therein  specified and from and after such
date (unless the Company  shall  default in the payment of the  Redemption  Price and accrued  interest)  such Debt
Securities  shall 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 Debt Security
for  redemption in accordance  with said notice,  such Debt Security shall be paid by the Company at the Redemption
Price,  together with accrued interest to the Redemption Date; provided,  however, that installments of interest on
Bearer  Securities  whose  Stated  Maturity  is on or prior to the  Redemption  Date  shall be  payable  only  upon
presentation  and surrender of coupons for such interest (at an office or agency located  outside the United States
except as otherwise  provided in Section 1002),  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
Debt Securities,  or one or more Predecessor Securities,  registered as such on the relevant Record Dates according
to their terms and the provisions of Section 307.

                  If any Bearer  Security  surrendered  for redemption  shall not be accompanied by all appurtenant
coupons  maturing after the Redemption  Date,  such Bearer Security may be paid after deducting from the Redemption
Price an amount equal to the face amount of all such missing  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  Bearer
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 without interest thereon;  provided,  however,  that interest represented by coupons shall be payable only
upon  presentation  and  surrender of those  coupons at an office or agency  located  outside of the United  States
except as otherwise provided in Section 1002.

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

                  Section 1107.     Debt Securities Redeemed in Part.
                  Any  Registered  Security which is to be redeemed only in part shall be surrendered at a Place of
Payment therefor (with, if the Company,  the Security Registrar or the Trustee so requires,  due endorsement by, or
a written  instrument of transfer in form satisfactory to the Company,  the Security Registrar and the Trustee duly
executed by, the Holder thereof or his attorney duly  authorized in writing),  and the Company shall  execute,  and
the Trustee  shall  authenticate  and deliver to the Holder of such Debt Security  without  service  charge,  a new
Registered  Security or  Registered  Securities of the same series and of like tenor and terms,  of any  authorized
denominations  as  requested  by such  Holder  in  aggregate  principal  amount  equal to and in  exchange  for the
unredeemed portion of the principal of the Debt Security so surrendered.


                                                  ARTICLE TWELVE

                                                   Sinking Funds

                  Section 1201.     Applicability of Article.

                  The  provisions of this Article  shall be  applicable  to any sinking fund for the  retirement of
Debt  Securities of a series except as otherwise  specified as  contemplated  by Section 301 for Debt Securities of
such series.

                  The minimum  amount of any sinking fund payment  provided for by the terms of Debt  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 Debt  Securities of any series is herein referred to an “optional  sinking fund
payment”.  If provided for by the terms of Debt  Securities  of any series,  the amount of any sinking fund payment
may be subject to  reduction  as  provided in  Section 1202.  Each  sinking  fund  payment  shall be applied to the
redemption of Debt Securities of any series as provided for by the terms of Debt Securities of such series.

                  Section 1202.     Satisfaction of Sinking Fund Payments with Debt Securities.

                  The Company (1) may deliver  Outstanding  Debt  Securities of a series (other than any previously
called for  redemption),  together in the case of any Bearer  Securities of such series with all unmatured  coupons
appertaining  thereto,  and (2) may apply as a credit Debt  Securities of a series which have been redeemed  either
at the  election  of the Company  pursuant  to the terms of such Debt  Securities  or through  the  application  of
permitted  optional  sinking  fund  payments  pursuant  to the  terms  of such  Debt  Securities,  in each  case in
satisfaction  of all or any part of any sinking fund payment  with  respect to the Debt  Securities  of such series
required to be made  pursuant to the terms of such Debt  Securities  as provided  for by the terms of such  series;
provided that such Debt  Securities have not been  previously so credited.  Such Debt Securities  shall be received
and  credited  for such  purpose by the Trustee at the  Redemption  Price  specified  in such Debt  Securities  for
redemption  through  operation of the sinking  fund and the amount of such  sinking  fund payment  shall be reduced
accordingly.  If as a result of the  delivery or credit of Debt  Securities  in lieu of cash  payments  pursuant to
this Section 1202,  the principal  amount of Debt  Securities to be redeemed in order to exhaust the aforesaid cash
payment  shall be less than  $100,000,  the  Trustee  need not call Debt  Securities  for  redemption,  except upon
Company  Request,  and such cash  payment  shall be held by the  Trustee or a Paying  Agent and applied to the next
succeeding sinking fund payment,  provided,  however, that the Trustee or such Paying Agent shall at the request of
the Company  from time to time pay over and  deliver to the  Company any cash  payment so being held by the Trustee
or such  Paying  Agent upon  delivery by the Company to the  Trustee of Debt  Securities  purchased  by the Company
having an unpaid principal amount equal to the cash payment requested to be released to the Company.

                  Section 1203.     Redemption of Debt Securities for Sinking Fund.

                  Not less than 45 days prior to each sinking  fund payment date for any series of Debt  Securities
(unless a shorter  period  shall be  satisfactory  to the  Trustee),  the  Company  will  deliver to the Trustee an
Officers’  Certificate  specifying the amount of the next ensuing  sinking fund payment for that series pursuant to
the terms of that series,  the portion  thereof,  if any,  which is to be satisfied by payment of cash, the portion
thereof,  if any,  which is to be satisfied by crediting  Debt  Securities of that series  pursuant to Section 1202
and the basis for any such credit and, prior to or  concurrently  with the delivery of such Officers’  Certificate,
will also  deliver to the Trustee  any Debt  Securities  to be so credited  and not  theretofore  delivered  to the
Trustee.  Not less than 30 days (unless a shorter  period shall be  satisfactory  to the Trustee)  before each such
sinking fund  payment  date the Trustee  shall  select the Debt  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 Debt  Securities  shall be made upon the terms and in the  manner  stated in
Sections 1105, 1106 and 1107.

                                                 ARTICLE THIRTEEN

                                        Repayment at the Option of Holders

                  Section 1301.     Applicability of Article.

                  Debt  Securities  of any series which are repayable at the option of the Holders  thereof  before
their Stated  Maturity shall be repaid in accordance with their terms and (except as otherwise  specified  pursuant
to Section 301 for Debt Securities of such series) in accordance with this Article.

                  Section 1302.     Repayment of Debt Securities.

                  Each  Debt  Security  which is  subject  to  repayment  in whole or in part at the  option of the
Holder  thereof on a Repayment  Date shall be repaid at the  applicable  Repayment  Price  together  with  interest
accrued to such Repayment Date as specified pursuant to Section 301.

                  Section 1303.     Exercise of Option; Notice.

                  Each Holder  desiring to exercise such  Holder’s  option for  repayment  shall,  as conditions to
such  repayment,  surrender the Debt Security to be repaid in whole or in part together with written  notice of the
exercise of such  option at any office or agency of the  Company in a Place of  Payment,  not less than 30 nor more
than 45 days prior to the Repayment Date;  provided,  however,  that surrender of Bearer  Securities  together with
written  notice of exercise of such option shall be made at an office or agency  located  outside the United States
except as  otherwise  provided  in Section  1002.  Such  notice,  which  shall be  irrevocable,  shall  specify the
principal amount of such Debt Security to be repaid,  which shall be equal to the minimum  authorized  denomination
for such Debt Security or an integral multiple  thereof,  and shall identify the Debt Security to be repaid and, in
the case of a partial  repayment of the Debt Security,  shall specify the denomination or denominations of the Debt
Security or Debt  Securities  of the same series to be issued to the Holder for the portion of the principal of the
Debt Security surrendered which is not to be repaid.

                  If any Bearer  Security  surrendered  for  repayment  shall not be  accompanied  by all unmatured
coupons and all matured  coupons in default,  such Bearer  Security may be paid after  deducting from the Repayment
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  Bearer
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  Repayment  Price,  such Holder shall be entitled to receive the amount so
deducted without interest thereon;  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.

                  The Company shall execute and the Trustee shall  authenticate  and deliver without service charge
to the Holder of any  Registered  Security so  surrendered  a new  Registered  Security or  Securities  of the same
series, of any authorized  denomination  specified in the foregoing notice, in an aggregate  principal amount equal
to any portion of the principal of the Registered Security so surrendered which is not to be repaid.

                  The Company shall execute and the Trustee shall  authenticate  and deliver without service charge
to the Holder of any  Bearer  Security  so  surrendered  a new  Registered  Security  or  Securities  or new Bearer
Security or Securities  (and all appurtenant  unmatured  coupons and matured coupons in default) or any combination
thereof of the same series of any authorized  denomination or denominations  specified in the foregoing  notice, in
an aggregate  principal  amount equal to any portion of the principal of the Debt Security so surrendered  which is
not to be paid;  provided,  however,  that the  issuance  of a  Registered  Security  therefor  shall be subject to
applicable  laws  and  regulations,  including  provisions  of the  United  States  Federal  income  tax  laws  and
regulations  in effect at the time of the  exchange;  neither the Company,  the Trustee nor the Security  Registrar
shall issue Registered  Securities for Bearer  Securities if it has received an Opinion of Counsel that as a result
of such issuance the Company would suffer  adverse  consequences  under the United States  Federal  income tax laws
then in effect and the  Company has  delivered  to the Trustee a Company  Order  directing  the Trustee not to make
such issuances  thereafter  unless and until the Trustee receives a subsequent  Company Order to the contrary.  The
Company shall deliver copies of such Company Order to the Security Registrar.

                  For all  purposes  of this  Indenture,  unless the context  otherwise  requires,  all  provisions
relating to the  repayment  of Debt  Securities  shall  relate,  in the case of any Debt  Security  repaid or to be
repaid only in part, to the portion of the principal of such Debt Security which has been or is to be repaid.

                  Section 1304.     Election of Repayment by Remarketing Entities.

                  The Company may elect,  with respect to Debt  Securities of any series which are repayable at the
option of the Holders  thereof before their Stated  Maturity,  at any time prior to any Repayment Date to designate
one or more  Remarketing  Entities to purchase,  at a price equal to the Repayment  Price,  Debt Securities of such
series from the Holders  thereof who give notice and surrender  their Debt  Securities  in accordance  with Section
1303.

                  Section 1305.     Securities Payable on the Repayment Date.

                  Notice of exercise of the option of  repayment  having been given and the Debt  Securities  so to
be repaid having been  surrendered as aforesaid,  such Debt Securities  shall,  unless purchased in accordance with
Section 1304, on the  Repayment  Date become due and payable at the price therein  specified and from and after the
Repayment Date such Debt  Securities  shall cease to bear interest and shall be paid on the Repayment Date, and the
coupons for such interest  appertaining to Bearer Securities so to be repaid,  except to the extent provided above,
shall be void,  unless the  Company  shall  default in the  payment of such price in which case the  Company  shall
continue to be obligated for the principal  amount of such Debt  Securities  and shall be obligated to pay interest
on such  principal  amount at the rate borne by such Debt  Securities  from time to time  until  payment in full of
such principal amount.

                                                 ARTICLE FOURTEEN

                                      Meetings of Holders of Debt Securities

                  Section 1401.     Purposes for Which Meetings May Be Called.

                  If Debt Securities of a series are issuable in whole or in part as Bearer  Securities,  a meeting
of Holders of Debt  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 Act
provided by this Indenture to be made, given or taken by Holders of Debt Securities of such series.

                  Section 1402.     Call, Notice and Place of Meetings.

                  (a)      The Trustee may at any time call a meeting of Holders of Debt  Securities  of any series
issuable  as Bearer  Securities  for any purpose  specified  in Section  1401,  to be held at such time and at such
place in  ____________________________________________________  as the  Trustee  shall  determine.  Notice of every
meeting of Holders of Debt  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 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 25% in principal  amount of the  Outstanding  Debt  Securities of any series shall have requested the Trustee
to call a meeting of the Holders of Debt  Securities  of such series for any purpose  specified in Section 1401, 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 Debt Securities of such series in the amount above  specified,  as the case may be, may determine
the time and the place in  __________________________________________________  for such  meeting  and may call such
meeting for such purposes by giving notice thereof as provided in subsection (a) of this Section.

                  Section 1403.     Persons Entitled to Vote at Meetings.

                  To be  entitled  to vote at any meeting of Holders of Debt  Securities  of any  series,  a Person
shall be (1) a Holder of one or more  Outstanding  Debt 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  Debt  Securities of such series
by such  Holder or  Holders.  The only  Persons  who shall be  entitled to be present or to speak at any meeting of
Holders of Debt  Securities of any series shall be the Persons  entitled to vote at such meeting and their counsel,
any representatives of the Trustee and its counsel and any representatives of the Company and its counsel.

                  Section 1404.     Quorum; Action.

                  The Persons  entitled to vote a majority in principal  amount of the Outstanding  Debt Securities
of a series shall  constitute a quorum for a meeting of Holders of Debt  Securities of such series.  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 Debt  Securities of such series,  be dissolved.  In the absence of a quorum in any other case
the  meeting  may be  adjourned  for a period  of not less than 10 days as  determined  by the  chairperson  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 chairperson
of the meeting prior to the  adjournment of such  adjourned  meeting.  Notice of this  reconvening of any adjourned
meeting  shall be given as  provided in Section  1402(a),  except that such notice need be given only once not less
than five days prior to the date on which the meeting is  scheduled  to be  reconvened.  Notice of the  reconvening
of an adjourned  meeting shall state  expressly the percentage,  as provided above, of the principal  amount of the
Outstanding Debt 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  only by the
affirmative  vote of the  Holders of  majority in  principal  amount of the  Outstanding  Debt  Securities  of that
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 Act  which  this  Indenture
expressly  provides  may be made,  given or taken by the  Holders of a specified  percentage,  which is less than a
majority,  in principal  amount of the  Outstanding  Debt  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 such specified percentage in principal amount of the Outstanding Debt Securities of that series.

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

                  Section 1405.     Determination of Voting Rights; Conduct and Adjournment of Meetings.

                  (a)      Notwithstanding  any other  provisions  of this  Indenture,  the  Trustee  may make such
reasonable  regulations  as it may deem  advisable for any meeting of Holders of Debt  Securities of such series in
regard to proof of the holding of Debt  Securities of such series and of the  appointment  of proxies and in regard
to the appointment and duties of inspectors of votes,  the submission and examination of proxies,  certificates and
other  evidence  of the right to vote,  and such other  matters  concerning  the conduct of the meeting as it shall
deem  appropriate.  Except as  otherwise  permitted  or  required  by any such  regulations,  the  holding  of Debt
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, in the case of Bearer  Securities,  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  chairperson of the
meeting,  unless the meeting shall have been called by the Company or by Holders of Debt  Securities as provided in
Section  1402(b),  in which case the Company or the Holders of Debt  Securities of the series  calling the meeting,
as the  case  may be,  shall in like  manner  appoint  a  temporary  chairperson.  A  permanent  chairperson  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 Debt Securities of such series represented at the meeting.

                  (c)      At any  meeting  each  Holder  of a Debt  Security  of such  series  or  proxy  shall be
entitled to one vote for each $1,000 principal  amount (or the equivalent in Euro, any other composite  currency or
a Foreign Currency) of Debt Securities of such series held or represented by him; provided,  however,  that no vote
shall be cast or counted at any meeting in respect of any Debt  Security  challenged as not  Outstanding  and ruled
by the  chairperson  of the meeting not to be  Outstanding.  The  chairperson of the meeting shall have no right to
vote, except as a Holder of a Debt Security of such series or proxy.

                  (d)      Any  meeting  of Holders  of Debt  Securities  of any series  duly  called  pursuant  to
Section  1402 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  Debt Securities of such series  represented at the meeting;  and
the meeting may be held as so adjourned without further notice.

                  Section 1406.     Counting Votes and Recording Action of Meetings.

                  The vote upon any  resolution  submitted  to any  meeting of Holders  of Debt  Securities  of any
series shall be by written  ballots on which shall be subscribed the  signatures of the Holders of Debt  Securities
of such  series  or of their  representatives  by  proxy  and the  principal  amounts  and  serial  numbers  of the
Outstanding  Debt  Securities of such series held or represented by them. The permanent  chairperson 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 triplicate of all
votes cast at the meeting.  A record,  at least in  triplicate,  of the  proceedings  of each meeting of Holders of
Debt  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 1402  and, if  applicable,  Section  1401.  Each copy shall be
signed and verified by the affidavits of the permanent  chairperson  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 FIFTEEN

                                                    Defeasance

                  Section 1501.     Termination of Company’s Obligations.

                  If this Section 1501 is  specified,  as  contemplated  by Section  301, to be  applicable  to any
series  of Debt  Securities  and if the  Company  deposits  irrevocably  in trust  with the  Trustee  money  and/or
Government  Obligations  the payments of principal and interest on which when due (and without  reinvestment)  will
provide money in such amounts as will  (together  with any money  irrevocably  deposited in trust with the Trustee,
without  investment) be sufficient to pay the principal of (and premium,  if any) and any  installment of principal
of (and premium,  if any) or interest when due on the Debt  Securities of such series and any coupons  appertaining
thereto on the Stated  Maturity of such  principal  or  interest  or, if such series may be redeemed by the Company
prior to the Stated Maturity  thereof and the Company shall have given  irrevocable  instructions to the Trustee to
effect such  redemption,  at the date fixed for such  redemption  pursuant  to Article  Eleven,  and any  mandatory
sinking  fund,  repayment  or  analogous  payments  thereon on the  scheduled  due dates  therefor,  the  Company’s
obligations  under  Sections 801,  1005, and 1007 and any other covenant  determined  pursuant to Section 301 to be
subject to this Section  shall  terminate  and  Sections 501(4)  (with respect to  Sections 801,  1005,  and 1007),
501(5),  501(6),  501(7) and 501(8) (if  specified as  contemplated  by  Section 301)  shall be deemed not to be an
Event of Default,  in each case with respect to the Debt  Securities of the series for which such deposit was made;
provided,  however,  that  (i) no  Event of  Default  with  respect to the Debt  Securities  of such  series  under
Section 501(6)  or 501(7) or event  that with  notice or lapse of time or both  would  constitute  such an Event of
Default shall have occurred and be  continuing on the 91st day after such date,  (ii) such  deposit will not result
in a breach of, or constitute a default  under,  this  Indenture or any other  agreement or instrument to which the
Company  is a party or by which it is bound,  and  (iii) such  termination  shall not  relieve  the  Company of its
obligations  under the Debt  Securities  of such series and this  Indenture  to pay when due the  principal of (and
premium,  if any) and  interest and  additional  amounts on such Debt  Securities  if such amounts are not paid (or
payment is not provided  for) when due from the money and  Government  Obligations  (and the  proceeds  thereof) so
deposited.

                  It  shall  be a  condition  to  the  deposit  of  cash  and/or  Government  Obligations  and  the
termination  of the  Company’s  obligations  pursuant to the  provisions  of this  Section with respect to the Debt
Securities  of any  series  under  Sections 801,  1005,  and 1007 and any other  covenant  determined  pursuant  to
Section 301  to be  subject  to this  Section  and the  inapplicability  of the  Events  of  Default  contained  in
Sections 501(4),  501(5),  501(6),  501(7) and 501(8) to the extent set forth above  pursuant to the  provisions of
this  Section  with  respect to Debt  Securities  of any series  that the  Company  deliver to the  Trustee  (i) an
Officers’  Certificate  to the  effect  that  under the laws in effect on the date  such  money  and/or  Government
Obligations  are deposited with the Trustee,  the amount thereof will be sufficient,  after payment of all Federal,
state and local taxes in respect  thereof  payable by the  Trustee,  to pay  principal  (and  premium,  if any) and
interest  when due on the Debt  Securities  of such series;  and (ii) an  Officers’  Certificate  and an Opinion of
Counsel,  each stating that all conditions  precedent  herein provided for relating to the defeasance  contemplated
in this Section have been complied with.

                  It shall be an  additional  condition to the deposit of cash and/or  Government  Obligations  and
the termination of the Company’s  obligations pursuant to the provisions of this Section under Sections 801,  1005,
and 1007 and any  other  covenant  determined  pursuant  to  Section 301  to be  subject  to this  Section  and the
inapplicability  of the Events of Default contained in  Section 501(4),  501(5),  501(6),  501(7) and 501(8) to the
extent set forth above  pursuant to the  provisions  of this  Section,  with respect to the Debt  Securities of any
series  then  listed on any  securities  exchange,  that the  Company  deliver an Opinion of Counsel  that the Debt
Securities of such series will not be delisted from such exchange as a result of such deposit and termination.

                  After a deposit as provided  herein,  the Trustee  shall,  upon Company  Request,  acknowledge in
writing the discharge of the Company’s  obligations  pursuant to the provisions of this Section with respect to the
Debt  Securities of such series under  Sections 801,  1005 and 1007and any other  covenant  determined  pursuant to
Section  301 to be  subject  to this  Section  and the  inapplicability  of the  Events  of  Default  contained  in
Sections 501(4), 501(5), 501(6), 501(7) and 501(8) to the extent set forth above.

                  Section 1502.     Repayment to Company.

                  The Trustee and any Paying  Agent shall  promptly  pay to the Company  upon  Company  Request any
money or  Government  Obligations  not  required  for the payment of the  principal  of (and  premium,  if any) and
interest  on the Debt  Securities  of any series for which  money or  Government  Obligations  have been  deposited
pursuant to Section 1501 held by them at any time.

                  The Trustee and any Paying  Agent shall  promptly  pay to the Company  upon  Company  Request any
money held by them for the payment of principal (and premium,  if any) and interest that remains  unclaimed for two
years  after the  Maturity of the Debt  Securities  for which a deposit  has been made  pursuant  to Section  1501.
After such  payment to the  Company,  the Holders of the Debt  Securities  of such  series and any related  coupons
shall thereafter, as unsecured general creditors, look only to the Company for the payment thereof.

                  Section 1503.     Indemnity for Government Obligations.

                  The Company  shall pay and shall  indemnify  the Trustee  against  any tax,  fee or other  charge
imposed on or assessed against the deposited  Government  Obligations or the principal or interest received on such
Government Obligations.

                                   [remainder of page intentionally left blank]




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


                                                     FRONTIER AIRLINES, INC.



                                                     By
                                  Its

[CORPORATE SEAL]


Attest:


.................Secretary



                                                     By
                                   Its

[CORPORATE SEAL]


Attest:

...........................




                                                         2
                                                                                                        EXHIBIT A-1
                                 [Form of Certificate of Beneficial Ownership by a
                               Non-United States Person or by Certain Other Persons]

                                                    Certificate

                                              FRONTIER AIRLINES, INC.

                                    [Insert title or sufficient description of
                                         Debt Securities to be delivered]

         Reference is hereby made to the Indenture dated as of  _______________________  (the “Indenture”)  between
Frontier   Airlines,   Inc.   and   ________________________________________    (the   “Trustee”),   covering   the
above-captioned Debt Securities.  This is to certify that as of the date hereof,  ____________  principal amount of
Debt  Securities  credited to you for our account  (i) is owned by persons that are not United States  Persons,  as
defined below;  (ii) is owned by United States  Persons that are  (a) foreign  branches of United States  financial
institutions  (as  defined  in U.S.  Treasury  Regulations  Section 1.165-12(c)(1)(v))  (“financial  institutions”)
purchasing  for their own account or for resale,  or  (b) United  States  Persons who acquired the Debt  Securities
through foreign  branches of United States  financial  institutions  and who hold the Debt Securities  through such
United  States  financial  institutions  on the date hereof (and in either case (a) or (b), each such United States
financial  institution  encloses  herewith a certificate in the form of Exhibit A-2 to the Indenture);  or (iii) is
owned by United States or foreign  financial  institutions for purposes of resale during the restricted  period (as
defined in U.S.  Treasury  Regulations  Section 1.163-5(c)(2)(i)(D)(7)),  which United States or foreign  financial
institutions  described in clause  (iii) above  (whether or not also  described in clause (i) or (ii)) certify that
they have not acquired  the Debt  Securities  for  purposes of resale  directly or  indirectly  to a United  States
Person or to a person within the United States or its possessions.

         [Insert  if  certificate  does not relate to an  interest  payment--We  undertake  to advise you by tested
telex  followed by written  confirmation  if the above  statement as to beneficial  ownership is not correct on the
date of delivery of the  above-captioned  Debt  Securities  in bearer form as to all of such Debt  Securities  with
respect  to such of said  Debt  Securities  as then  appear  in your  books as  being  held  for our  account.]  We
understand that this  certificate is required in connection  with United States tax laws. We irrevocably  authorize
you to  produce  this  certificate  or a copy  hereof  to any  interested  party  in any  administrative  or  legal
proceedings  with respect to the matters covered by this  certificate.  “United States Person” shall mean a citizen
or resident of the United States of America  (including the District of Columbia),  a  corporation,  partnership or
other entity  created or organized in or under the laws of the United States or any political  subdivision  thereof
or an estate or trust that is subject to United  States  Federal  income  taxation  regardless of the source of its
income.




         [This   certificate   excepts   and   does  not   relate   to   principal   amount   of  Debt   Securities
credited to you for our  account and to which we are not now able to make the  certification  set forth  above.  We
understand that  definitive  Debt  Securities  cannot be delivered and interest cannot be paid until we are able to
so certify with respect to such principal amount of Debt Securities.]*

Dated: _______________

[To be dated on or after
                     (the date
determined as provided in the
Indenture)]
                                                     [Name of Person Entitled to Receive Bearer Security]

                                                     ____________________________________
                                                              (Authorized Signatory)

                                                     Name:______________________________

                                                     Title:_______________________________











                                                                                                        EXHIBIT A-2
                                        [Form of Certificate of Status as a
                             Foreign Branch of a United States Financial Institution]

                                                    Certificate

                                              FRONTIER AIRLINES, INC.

                                    [Insert title or sufficient description of
                                         Debt Securities to be delivered]

         Reference is hereby made to the Indenture dated as of  _____________________  (the  “Indenture”),  between
Frontier  Airlines,  Inc.  and   __________________________________________,   relating  to  the  offering  of  the
above-captioned  Debt Securities (the “Debt  Securities”).  Unless herein defined,  terms used herein have the same
meaning as given to them in the Indenture.

         The  undersigned  represents  that it is a branch  located  outside the United  States of a United  States
securities  clearing  organization,  bank or other financial  institution (as defined in U.S.  Treasury  Regulation
Section 1.165-12(c)(1)(v))  that holds  customers’  securities in the ordinary  course of its trade or business and
agrees,  and authorizes you to advise the issuer or the issuer’s agent,  that it will comply with the  requirements
of Section  165(j)(3)(A),  (B) or (C) of the Internal  Revenue Code of 1986 and the  regulations  thereunder and is
not  purchasing  for resale  directly or  indirectly  to a United  States  Person or to a person  within the United
States or its  possessions.  We  undertake to advise you by tested telex  followed by written  confirmation  if the
statement  in the  immediately  preceding  sentence is not  correct on the date of delivery of the  above-captioned
Debt Securities in bearer form.

         We  understand  that this  certificate  is  required in  connection  with the United  States tax laws.  We
irrevocably  authorize  you  to  produce  this  certificate  or a  copy  hereof  to  any  interested  party  in any
administrative or legal proceedings with respect to the matters covered by this certificate.

Dated: _________________
[To be dated on or after
................(the
date determined as provided
in the Indenture)]

                                   [Name of Person Entitled to Receive Bearer Security]

                                   ___________________________________________
                                                     (Authorized Signatory)

                                   Name:______________________________________

                                   Title:______________________________________




                                                         2


                                                                                                          EXHIBIT B
                    [Form of Certificate to be Given by Euroclear and Clearstream Banking, S.A.
                             in Connection with the Exchange of All or a Portion of a
                                      Temporary Global Security or to Obtain
                                            Interest Prior to Exchange]

                                                    Certificate

                                              FRONTIER AIRLINES, INC.

                            [Insert title or sufficient description of Debt Securities
                                                 to be delivered]

         We  refer  to  that  portion,   ,  of  the  Global  Security   representing  the   above-captioned   issue
[which is herewith  submitted to be exchanged for definitive Debt  Securities]* [for which we are seeking to obtain
payment of  interest]*  (the  “Submitted  Portion”).  This is to  certify,  pursuant to the  Indenture  dated as of
_______________________       (the      “Indenture”)       between      Frontier      Airlines,       Inc.      and
_____________________________________  (the  “Trustee”),  that we have  received in writing,  by tested telex or by
electronic  transmission from member  organizations with respect to each of the persons appearing in our records as
being  entitled to a beneficial  interest in the  Submitted  Portion a  Certificate  of  Beneficial  Ownership by a
Non-United  States Person or by Certain Other  Persons  [and, in some cases,  a Certificate  of Status as a Foreign
Branch of a United States  Financial  Institution,  authorizing  us to inform the issuer or the issuer’s agent that
it will comply with the requirements of Section  165(j)(3)(A),  (B) or (C) of the Internal Revenue Code of 1986 and
the regulations thereunder]* substantially in the form of Exhibit A-1 [and A-2]* to the Indenture.

         We hereby  request that you deliver to the office of  _____________  in  _____________  definitive  Bearer
Securities in the denominations on the attached Schedule A.

         We further  certify  that as of the date  hereof we have not  received  any  notification  from any of the
persons giving such  certificates  to the effect that the  statements  made by them with respect to any part of the
Submitted Portion are no longer true and cannot be relied on as of the date hereof.

Dated: ________________________

                                        [MORGAN  GUARANTY TRUST COMPANY OF NEW YORK,  BRUSSELS OFFICE,
                                        as Operator of the  Euroclear  System]  [Clearstream  Banking, S.A.]



                                        By:_______________________________________