INDENTURE

Indenture Agreement

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COEUR D ALENE MINES CORP

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Title: INDENTURE
Governing Law: Idaho Date: 4/20/2004
Industry: Gold and Silver Sector: Basic Materials

INDENTURE
, Parties: coeur d alene mines corp

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EXHIBIT 4.(f)

INDENTURE

DATED AS OF _____, 2004

BETWEEN

COEUR D'ALENE MINES CORPORATION

AND

TRUSTEE

DEBT SECURITIES

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TABLE OF CONTENTS

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PAGE

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ARTICLE I

DEFINITIONS AND INCORPORATION BY REFERENCE

SECTION 1.01. Definitions..................................................................................

SECTION 1.02. Incorporation by Reference of Trust Indenture Act............................................

SECTION 1.03. Rules of Construction........................................................................

ARTICLE II

THE SECURITIES

SECTION 2.01. Form of Securities and Dating................................................................

SECTION 2.02. Execution and Authentication.................................................................

SECTION 2.03. Registrar, Paying Agent, Conversion Agent, Depository and Securities Custodian...............

SECTION 2.04. Paying Agent To Hold Money in Trust..........................................................

SECTION 2.05. Securityholder Lists.........................................................................

SECTION 2.06. Transfer and Exchange........................................................................

SECTION 2.07. Replacement Securities.......................................................................

SECTION 2.08. Outstanding Securities.......................................................................

SECTION 2.09. Treasury Securities..........................................................................

SECTION 2.10. Temporary Securities.........................................................................

SECTION 2.11. Cancellation.................................................................................

SECTION 2.12. Defaulted Interest...........................................................................

ARTICLE III

REDEMPTION

SECTION 3.01. Notices to Trustee...........................................................................

SECTION 3.02. Selection of Securities To Be Redeemed.......................................................

SECTION 3.03. Notice of Redemption.........................................................................

SECTION 3.04. Effect of Notice of Redemption ..............................................................

SECTION 3.05. Deposit of Redemption Price..................................................................

SECTION 3.06. Securities Redeemed in Part .................................................................

ARTICLE IV

COVENANTS

SECTION 4.01. Payment of Securities........................................................................

SECTION 4.02. SEC Reports..................................................................................

SECTION 4.03. Compliance Certificate.......................................................................

SECTION 4.04. Stay, Extension and Usury Laws...............................................................

SECTION 4.05. Liquidation..................................................................................

SECTION 4.06. Reservation of Shares of Common Stock Issuance

upon conversion.................................................................

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ARTICLE V

SUCCESSORS

SECTION 5.01. When Company May Merge, etc..................................................................

SECTION 5.02. Successor Corporation Substituted............................................................

ARTICLE VI

DEFAULTS AND REMEDIES

SECTION 6.01. Events of Default............................................................................

SECTION 6.02. Acceleration.................................................................................

SECTION 6.03. Other Remedies...............................................................................

SECTION 6.04. Waiver of Past Defaults......................................................................

SECTION 6.05. Control by Majority..........................................................................

SECTION 6.06. Limitation on Suits..........................................................................

SECTION 6.07. Rights of Holders To Receive Payment.........................................................

SECTION 6.08. Collection Suit by Trustee...................................................................

SECTION 6.09. Trustee May File Proofs of Claim.............................................................

SECTION 6.10. Priorities...................................................................................

SECTION 6.11. Undertaking for Costs........................................................................

ARTICLE VII

TRUSTEE

SECTION 7.01. Duties of Trustee............................................................................

SECTION 7.02. Rights of Trustee............................................................................

SECTION 7.03. Individual Rights of Trustee.................................................................

SECTION 7.04. Trustee's Disclaimer.........................................................................

SECTION 7.05. Notice of Defaults...........................................................................

SECTION 7.06. Reports by Trustee to Holders................................................................

SECTION 7.07. Compensation and Indemnity...................................................................

SECTION 7.08. Replacement of Trustee.......................................................................

SECTION 7.09. Successor Trustee by Merger, etc.............................................................

SECTION 7.10. Eligibility; Disqualification................................................................

SECTION 7.11. Preferential Collection of Claims Against Company............................................

ARTICLE VIII

DISCHARGE OF INDENTURE

SECTION 8.01. Termination of Company's Obligations.........................................................

SECTION 8.02. Application of Trust Money...................................................................

SECTION 8.03. Repayment to Company.........................................................................

SECTION 8.04. Reinstatement................................................................................

ARTICLE IX

AMENDMENTS

SECTION 9.01. Without Consent of Holders...................................................................

SECTION 9.02. With Consent of Holders......................................................................

SECTION 9.03. Compliance with Trust Indenture Act..........................................................

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SECTION 9.04. Revocation and Effect of Consents ...........................................................

SECTION 9.05. Notation on or Exchange of Securities .......................................................

SECTION 9.06. Trustee Protected............................................................................

ARTICLE X

CONVERSION

SECTION 10.01. Conversion Privilege.........................................................................

SECTION 10.02. Conversion Procedure.........................................................................

SECTION 10.03. Fractional Shares............................................................................

SECTION 10.04. Taxes on Conversion..........................................................................

SECTION 10.05. Company To Provide Stock.....................................................................

SECTION 10.06. Adjustment for Dividends and Distributions of

Common Stock......................................................................

SECTION 10.07. Adjustment for Rights Issue..................................................................

SECTION 10.08. Adjustment for Other Distributions...........................................................

SECTION 10.09. Adjustment for Subdivision of Common Stock...................................................

SECTION 10.10. Adjustment for Reclassification of Common Stock..............................................

SECTION 10.11. [Intentionally Omitted]......................................................................

SECTION 10.12. When Adjustment May Be Deferred..............................................................

SECTION 10.13. When No Adjustment Required..................................................................

SECTION 10.14. Notice of Adjustment.........................................................................

SECTION 10.15. Voluntary Reduction..........................................................................

SECTION 10.16. Notice of Certain Transactions...............................................................

SECTION 10.17. Reorganization of Company....................................................................

SECTION 10.18. Company Determination Final..................................................................

SECTION 10.19. Trustee's Disclaimer.........................................................................

ARTICLE XI

SUBORDINATION OF SECURITIES

SECTION 11.01. Securities Subordinate to Senior Debt........................................................

SECTION 11.02. No Payments When Senior Debt in Default; Payment Over of

Proceeds upon Dissolution, Etc....................................................

SECTION 11.03. Trustee to Effectuate Subordination..........................................................

SECTION 11.04. Trustee Not Charged With Knowledge Prohibition...............................................

SECTION 11.05. Rights of Trustee as Holder of Senior Debt...................................................

SECTION 11.06. Article Applicable to Paying Agent...........................................................

ARTICLE XII

RIGHT TO REQUIRE REPURCHASE

SECTION 12.01. Right To Require Repurchase..................................................................

SECTION 12.02. Notice; Method of Exercising Repurchase Right................................................

SECTION 12.03. Certain Definitions..........................................................................

SECTION 12.04. Compliance with Rule 13e-4...................................................................

ARTICLE XIII

MISCELLANEOUS

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SECTION 13.01. Trust Indenture Act Controls.................................................................

SECTION 13.02. Notices......................................................................................

SECTION 13.03. Communication by Holders with Other Holders..................................................

SECTION 13.04. Certificate and Opinion as to Conditions Precedent...........................................

SECTION 13.05. Statements Required in Certificate or Opinion................................................

SECTION 13.06. Rules by Trustee and Agents..................................................................

SECTION 13.07. Legal Holidays...............................................................................

SECTION 13.08. No Recourse Against Others...................................................................

SECTION 13.09. Counterparts.................................................................................

SECTION 13.10. Governing Law................................................................................

SECTION 13.11. No Adverse Interpretation of Other Agreements................................................

SECTION 13.12. Successors...................................................................................

SECTION 13.13. Severability.................................................................................

SECTION 13.14. Table of Contents, Headings, Etc.............................................................

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CROSS-REFERENCE TABLE*

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<S> <C>

Trust Indenture

Act section ................................................................................... Indenture Section

310(a)(1)...................................................................................... 7.10

(a)(2)

(a)(2)................................................................................... 7.10

(a)(3)................................................................................... N.A.

(a)(4)................................................................................... N.A.

(b)...................................................................................... 7.08; 7.10;13.02

(c)...................................................................................... N.A.

311(a)......................................................................................... 7.11

(b)...................................................................................... 7.11

(c)...................................................................................... N.A.

312(a)......................................................................................... 2.05

(b)...................................................................................... 13.03

(c)...................................................................................... 13.03

313(a)......................................................................................... 7.06

(b)(1)................................................................................... N.A.

(b)(2)................................................................................... 7.06

(c)(3)................................................................................... 7.06; 13.02

(d)...................................................................................... 7.06

314(a)......................................................................................... 4.02;13.02

(b)...................................................................................... N.A.

(c)(1)................................................................................... 13.04

(c)(2)................................................................................... 13.04

(c)(3)................................................................................... N.A.

(d)...................................................................................... N.A.

(e)...................................................................................... 13.05

(f)...................................................................................... N.A.

315(a)......................................................................................... 7.01(b)

(b)...................................................................................... 7.05;13.02

(c)...................................................................................... 7.01(a)

(d)...................................................................................... 7.01(c)

(e)...................................................................................... 6.11

316(a)(last sentence).......................................................................... 2.09

(a)(1)(A)................................................................................ 6.05

(a)(1)(B)................................................................................ 6.04

(a)(2)................................................................................... N.A.

(b)...................................................................................... 6.07

317(a)(1)...................................................................................... 6.08

(a)(2)................................................................................... 6.09

(b)...................................................................................... 2.04

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318(a)......................................................................................... 13.01

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N.A. means not applicable.

* This Cross-Reference Table is not part of the Indenture.

<PAGE>

INDENTURE dated as of _____, 2004, between COEUR D'ALENE MINES

CORPORATION, a corporation duly organized and existing under the laws of the

State of Idaho (the "Company"), having its principal office at 505 Front Street,

Coeur d'Alene, Idaho 83814, and __________________________, a banking

corporation duly organized and validly existing under the laws of the State of

____________, as Trustee (the "Trustee"), having its principal office at

________________________________.

Each party agrees as follows for the benefit of the other party and for

the equal and ratable benefit of the Holders of the Company's debentures,

notes, bonds or other evidences of indebtedness that may be issued from time

to time hereunder (collectively, the "Securities"):

ARTICLE I

DEFINITIONS AND INCORPORATION BY REFERENCE

SECTION 1.01. DEFINITIONS. For all purposes of this Indenture, except

as otherwise expressly provided or unless the context otherwise requires:

"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" (including, with correlative meanings, the

terms "controlled by" and "under common control with"), when used with

respect to any person, shall mean the possession, directly or

indirectly, of the power to direct or cause the direction of the

management or policies of such person, whether through the ownership of

voting securities by agreement or otherwise.

"AGENT" means any Registrar, Paying Agent, Conversion Agent or

co-Registrar.

"BENEFICIAL HOLDER" shall mean each participant in the

Depository who holds an interest in a security, as indicated in the

Participants List.

"BOARD OF DIRECTORS" means the Board of Directors of the

Company or any authorized committee of the Board.

"CAPITAL STOCK" means any and all shares, interests,

participations or other equivalents (however designated) of corporate

stock.

"CHANGE IN CONTROL" means as provided in Section 12.03.

"COMMON STOCK" means Common Stock of the Company as it exists

on the date of this Indenture or as it may be constituted from time to

time.

"COMPANY" means the party named as such above until a

successor replaces it in accordance with Article V and thereafter means

the successor.

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"CONVERSION AGENT" means the party named in Section 2.03.

"CONVERSION DATE" means the date on which the Holder satisfies

all the requirements of the Securities for conversion into shares of

Common Stock.

"CORPORATE TRUST OFFICE" shall mean 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 the

execution of this Indenture is located at

_______________________________, Attention: ___________________ or at

any other time at such other address as the Trustee may from time to

time by notice to the Company and Securityholders.

"CURRENT MARKET PRICE" means (a) for purposes of Section 10.03

the last reported sales price of the Common Stock (as reported by the

New York Stock Exchange Composite Tape) on the last trading day prior

to the Conversion Date and (b) for purposes of Sections 10.07, 10.08

and 12.03, the average of the last reported sales prices of the Common

Stock (as reported by the New York Stock Exchange Composite Tape) for

15 consecutive trading days commencing 25 trading days before the date

in question.

"DEBT" means (i) all indebtedness of the Company for borrowed

money, (ii) all indebtedness of the Company which is evidenced by a

note, debenture, bond or other similar instrument (including

capitalized lease and purchase money obligations), (iii) all

indebtedness of the Company (including capitalized lease obligations)

incurred, assumed or given in the acquisition (whether by way of

purchase, merger or otherwise) of any business, real property or other

assets (except assets acquired in the ordinary course of the acquiror's

business).

"DEFAULT" means any event which is, or after notice or passage

of time would be, an Event of Default.

"DEFINITIVE SECURITY" means as provided in Section 2.01.

"DEPOSITORY" means, with respect to the Global Security, the

person specified in Section 2.03 as the Depository with respect to the

Global Security, until a successor shall have been appointed and become

such pursuant to the applicable provisions of this Indenture, and,

thereafter, "Depository" shall mean or include such successor.

"DESIGNATED EVENT" means as provided in Section 12.03.

"DESIGNATED SENIOR DEBT" means all Senior Debt which, at the

date of determination, has an aggregate principal amount outstanding

of, or commitments to lend up to, at least $10 million and is

specifically designated by the Company in the instrument evidencing or

governing such Senior Debt as "Designated Senior Debt" for purposes of

this Indenture (provided, that such instrument may place limitations

and conditions on the right of such Senior Debt to exercise the rights

of Designated Senior Debt).

"EVENT OF DEFAULT" means as provided in Section 6.01.

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"EXCHANGE ACT" means the Securities Exchange Act of 1934, as

amended.

"EXISTING DEBENTURES" means the Company's 7 1/4% Convertible

Subordinated Debentures due October 31, 2005.

"GLOBAL SECURITY" means as provided in Section 2.01.

"HOLDER" or "SECURITYHOLDER" means a person in whose name a

Security is registered on the securities Register.

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guaranteed in any manner by such person or in effect guaranteed by such

person through an agreement to purchase (including, without limitation,

"take or pay" and similar arrangements), contingent or otherwise (and

the obligations of such person under any such assumptions, Guarantees

or other such arrangements); and (iii) any and all deferrals, renewals,

extensions, refinancings and refundings of, or amendments,

modifications or supplements to, any of the foregoing.

"INDENTURE" means this Indenture as amended from time to time.

"LEGAL HOLIDAY" means as provided in Section 13.07.

"NASDAQ" means the National Association of Securities Dealers

Automated Quotation System.

"OFFICER" means Chairman of the Board, the President, any Vice

President, the Treasurer, the Secretary, any Assistant Treasurer or any

Assistant Secretary of the Company.

"OFFICERS' CERTIFICATE" means a certificate signed by two

Officers, one of whom must be the Chairman of the Board, the President,

the Treasurer or a Vice- President of the Company.

"OPINION OF COUNSEL" means a written opinion from legal

counsel which may be an employee of or counsel to the Company or the

Trustee.

"PARTICIPANTS LIST" means the position listings showing

persons that have a beneficial interest in the Global Security held by

the Depository and the amount of such interest, to the extent it is

made available to the Trustee.

"PAYING AGENT" means the party named in Section 2.03.

"PERSON" means any individual, corporation, partnership, joint

venture, association, joint stock company, trust, unincorporated

organization or government or any agency or political subdivision

thereof.

"PRINCIPAL" of a debt security means the principal of the

security plus the premium, if any, on the security.

"REDEMPTION DATE" means the date on which Securities are

redeemed by the Company pursuant to Article III.

"REDEMPTION PRICE" means the amount paid by the Company to

redeem a Security, as determined in paragraph 6 of the Securities.

"REGISTRAR" means the party named in Section 2.03.

"REPURCHASE DATE" means as provided in Section 12.01.

<PAGE>

"SEC" means the Securities and Exchange Commission.

"SECURITIES" means the securities described above issued under

this Indenture in the form of Exhibits A and B hereto.

"SECURITIES CUSTODIAN" means Bankers Trust Company, as

custodian with respect to the Global Security or any successor entity

thereto.

"SECURITIES REGISTER" means as provided in Section 2.03.

"SENIOR DEBT" means the principal of, interest on, fees costs

and expenses in connection with and other amounts due on Debt of the

Company, whether outstanding on the date of the Indenture or thereafter

created, incurred, assumed or guaranteed by the Company, unless, in the

instrument creating or evidencing or pursuant to which such Debt is

outstanding, it is expressly provided that such Debt is not senior in

right of payment to the Securities. Senior Debt includes, with respect

to the obligations described above, interest accruing, pursuant to the

terms of such Senior Debt, on or after the filing of any petition in

bankruptcy or for reorganization relating to the Company, whether or

not post-filing interest is allowed in such proceeding, at the rate

specified in the instrument governing the relevant obligation.

Notwithstanding anything to the contrary in the foregoing, Senior Debt

shall not include: (a) Debt of or amounts owed by the Company for

compensation to employees, or for goods, services or materials

purchased in the ordinary course of business; (b) Debt of the Company

to a Subsidiary of the Company; or (c) [the Securities], the Existing

Debentures. [For the purposes of this definition of Senior Debt under

this Indenture, it is the intent of the parties hereto that the

Securities issued under this Indenture be "Senior Debt" (as defined

under that certain Indenture dated October 15, 1997 between the

Company and Bankers Trust Company (the "Existing Debentures

Indenture")) for purposes of the Existing Debentures Indenture and the

Existing Debentures, and in furtherance thereof, the parties hereto

agree that nothing contained in this Indenture or in the definition of

Senior Debt under this Indenture is meant to or shall be construed to

expressly provide that the Securities issued under this Indenture are

not senior in right of payment to the Existing Debentures.]

"SIGNIFICANT SUBSIDIARY" means a "significant subsidiary" as

defined in Rule 1-02 of Regulation S-X under the Securities Act of

1933, as amended, and the Exchange Act (as such Regulation is in effect

on the date hereof) except that any subsidiary the common stock of

which is listed on a national securities exchange or authorized for

quotation on the National Market System of NASDAQ (at present or at any

future relevant time) (a "Public Subsidiary"), and any subsidiary of a

Public Subsidiary, shall be deemed not to be a Significant Subsidiary.

<PAGE>

"SUBSIDIARY" of any specified person means a corporation more

than 50% of the outstanding voting stock of which is owned, directly or

indirectly, by the Company or by one or more other subsidiaries, or by

the Company and one or more other subsidiaries. For the purposes of

this definition, "voting stock" means stock which ordinarily has voting

power for the election of directors, whether at all times or only so

long as no senior class of stock has such voting power by reason of any

contingency.

"TIA" means the Trust Indenture Act of 1939 (15 U.S. Code ss.

77aaa-77bbbb) as amended and in effect on the date of this Indenture

or, if this Indenture is qualified under the TIA, from and after the

date of such qualification, the TIA as in effect at the date of such

qualification.

"TRUSTEE" means the party named as such above until a

successor replaces it in accordance with the applicable provisions of

this Indenture and thereafter means the successor.

"TRUST OFFICER" means, with respect to the Trustee, any

officer assigned to the Corporate Trust Office, including any managing

director, vice president, assistant vice president, assistant

treasurer, assistant secretary or any other officer of the Trustee

customarily performing functions similar to those performed by any of

the above designated officers and having direct responsibility for the

administration of this Indenture.

"U.S. GOVERNMENT OBLIGATIONS" means direct obligations of the

United States of America for the payment of which the full faith and

credit of the United States of America is pledged. U.S. Government

obligations shall not be callable at the issuer's option.

SECTION 1.02. INCORPORATION BY REFERENCE OF TRUST INDENTURE ACT.

Whenever this Indenture refers to a provision of the TIA, the provision is

incorporated by reference in and made a part of this Indenture.

SECTION 1.03. RULES OF CONSTRUCTION. Unless the context otherwise

requires:

(a) the terms defined in this Article have the meanings assigned to

them in this Article and include the plural as well as the singular;

(b) all other terms used herein which are defined in the TIA either

directly or by reference therein, have the meanings assigned to them

therein;

assigned to them in accordance with generally accepted accounting

principles; and

(d) 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.

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ARTICLE II

THE SECURITIES

SECTION 2.01. FORM OF SECURITIES AND DATING. The Securities will

initially be issued in global form, substantially in the form of Exhibit A (the

"Global Security"), which may be exchanged in accordance with the provisions set

forth herein for Securities in definitive form, substantially in the form of

Exhibit B (each, a "Definitive Security"). The Securities may have notations,

legends or endorsements required by law, stock exchange rule or usage. Each

Security shall be dated the date of its authentication.

The terms and provisions contained in the Securities shall constitute,

and are hereby expressly made, a part of this Indenture and to the extent

applicable, the Company and the Trustee, by their execution and delivery of this

Indenture, expressly agree to such terms and provisions and to be bound thereby.

The Global Security shall represent such of the outstanding Securities as shall

be specified therein and shall provide that it shall represent the aggregate

amount of outstanding Securities from time to time endorsed thereon and that the

aggregate amount of outstanding Securities represented thereby may from time to

time be reduced to reflect exchanges. Any endorsement of the Global Security to

reflect the amount of any increase or decrease in the amount of outstanding

securities represented thereby shall be made by the Trustee or the Securities

Custodian, at the direction of the Trustee, in such manner and upon instructions

given by the holder thereof.

Payment of principal of and any interest on the Global Security or any

Definitive Security shall be made to the holder thereof as of the record date

for such payment as specified in the form of Global Security or Definitive

Security, as the case may be.

SECTION 2.02. EXECUTION AND AUTHENTICATION. The Securities shall be

executed on behalf of the Company by an officer, under its corporate seal

reproduced thereon attested by its Secretary or one of its Assistant

Secretaries. The signature of these Officers on the securities may be manual or

facsimile.

Securities bearing the manual or facsimile signatures of individuals

who were at any time the proper Officers of the Company shall bind the Company,

notwithstanding that such individuals or any of them have ceased to hold such

offices prior to the authentication and delivery of such Securities or did not

hold such offices at the date of such Securities.

At any time and from time to time after the execution and delivery of

this Indenture, the Company may deliver Securities executed by the Company to

the Trustee for authentication, together with a written order of the Company

signed by two Officers for the authentication and delivery of such Securities;

and the Trustee in accordance with such written order shall authenticate and

deliver such Securities as in this Indenture provided and not otherwise.

No Security shall be entitled to any benefit under this Indenture or be

valid or obligatory for any purpose unless there appears on such Security a

certificate of authentication substantially in the form provided for herein

executed by the Trustee by manual signature, and such certificate

<PAGE>

upon any Security shall be conclusive evidence, and the only evidence, that such

Security has been duly authenticated and delivered hereunder.

The Trustee may appoint an authenticating agent acceptable to the

Company to authenticate Securities. An authenticating agent may authenticate

Securities whenever the Trustee may do so. Each reference in this Indenture to

authentication by the Trustee includes authentication by such agent. An

authenticating agent has the same right as an Agent to deal with the Company or

an Affiliate.

SECTION 2.03. REGISTRAR, PAYING AGENT, CONVERSION AGENT, DEPOSITORY AND

SECURITIES CUSTODIAN. The Company shall maintain in such locations as it shall

determine (a) an office or agency where securities may be presented for

registration of transfer or for exchange ("Registrar"), (b) an office or agency

where Securities may be presented for payment ("Paying Agent"), and (c) an

office or agency where securities may be presented for conversion ("Conversion

Agent"). The Registrar shall keep a register of the Securities and of their

transfer and exchange (the "Securities Register"). The Company may appoint one

or more co-Registrars, one or more additional paying agents and one or more

additional conversion agents. The term "Paying Agent" includes any additional

paying agent; the term "Conversion Agent" includes any additional conversion

agent. The Company may change any Paying Agent, Registrar, Conversion Agent or

co-Registrar without prior notice. The Company shall notify the Trustee of the

name and address of any Agent not a party to this Indenture. If the Company

fails to appoint or maintain another entity as Registrar, Paying Agent or

Conversion Agent, the Trustee shall act as such. The Company or any of its

subsidiaries may act as Conversion Agent, Paying Agent, Registrar or

co-Registrar.

The Company initially appoints The Depository Trust Company ("DTC") to

act as Depository with respect to the Global Security.

The Company initially appoints the Trustee as Conversion Agent, Paying

Agent, Registrar and authenticating agent.

The Company initially appoints ____________________ to act as

Securities Custodian with respect to the Global Security.

SECTION 2.04. PAYING AGENT TO HOLD MONEY IN TRUST. The Company shall

require each Paying Agent other than the Trustee to agree in writing that the

Paying Agent will hold in trust for the benefit of Securityholders or the

Trustee all money held by the Paying Agent for the payment of principal or

interest on the Securities, and will notify the Trustee of any default by the

Company in making any such payment. While any such default continues, the

Trustee may require a Paying Agent to pay all money held by it to the Trustee.

The Company at any time may require a Paying Agent to pay all money held by it

to the Trustee. Upon payment over to the Trustee, the Paying Agent (if other

than the Company or a subsidiary) shall have no further liability for the money.

If the Company or a subsidiary acts as Paying Agent, it shall segregate and hold

in a separate trust fund for the benefit of the Securityholders all money held

by it as Paying Agent.

<PAGE>

SECTION 2.05. SECURITYHOLDER LISTS. The Trustee shall preserve in as

current a form as is reasonably practicable the most recent list available to it

of the names and addresses of Securityholders. If the Trustee is not the

Registrar, the Company shall furnish to the Trustee on or before each interest

payment date and at such other times as the Trustee may request in writing a

list in such form and as of such date as the Trustee may reasonably require of

the names and addresses of Securityholders.

SECTION 2.06. TRANSFER AND EXCHANGE. (a) The transfer and exchange of

the Global Security shall be effected through the Depository, in accordance with

this Indenture (including the restrictions on transfer set forth herein) and the

procedures of the Depository therefor. When Definitive Securities are presented

to the Registrar or a co-Registrar with a request to register the transfer of

such Definitive Securities or to exchange such Definitive Securities for an

equal principal amount of Definitive Securities of other authorized

denominations, the Registrar or co-Registrar shall register the transfer or make

the exchange as requested if its requirements for such transaction are met;

provided, HOWEVER, that the Definitive Securities surrendered for transfer or

exchange shall be duly endorsed or accompanied by a written instrument of

transfer in form satisfactory to the Company and the Registrar or co-Registrar,

duly executed by the Holder thereof or his attorney, duly authorized in writing.

To permit the registration of transfers and exchanges, the Company

shall execute and the Trustee shall authenticate Definitive Securities at the

Registrar's or co-Registrar's request. No service charge shall be made for any

registration of transfer or exchange, but the Company may require payment of a

sum sufficient to cover any transfer tax or similar governmental charge payable

in connection therewith (other than any such transfer taxes or similar

governmental charge payable upon exchanges or transfers pursuant to Sections

2.10, 3.06, 9.05 or 10.02). The Registrar or co-Registrar shall not be required

to register the transfer of or exchange any

<PAGE>

Definitive Security selected for redemption in whole or in part, except the

unredeemed portion of any Security being redeemed in part.

All Securities issued upon any registration of transfer or exchange of

Securities shall be the valid obligations of the Company, evidencing the same

debt, and entitled to the same benefits under this Indenture, as the Securities

surrendered upon such registration of transfer or exchange.

(b) INTENTIONALLY OMITTED

forth in Sections 2.06(d) and 2.06(e) of this Section), the Global Security

may not be transferred except as a whole by the Depository to a nominee of

the Depository or by a nominee of the Depository to the Depository or

another nominee of the Depository or by the Depository or any such nominee

to a successor Depository or a nominee of such successor Depository.

<PAGE>

(d) If at any time the Depository for the Securities notifies the

Company that it is unwilling or unable to continue as Depository for the

Securities, the Company shall appoint a successor Depository with respect

to the Securities. If a successor Depository for the securities is not

appointed by the Company within 90 days after the Company receives such

notice, the Company will execute, and the Trustee, upon receipt of an

Officers' Certificate for the authentication and delivery of Definitive

Securities, will authenticate and deliver Definitive securities in fully

registered form in an aggregate principal amount equal to the principal

amount of the Global Security in exchange for such Global Security.

The Company may at any time and in its sole discretion determine that

the Securities issued as a Global Security shall no longer be represented by

such Global Security. In such event the Company will execute, and the Trustee,

upon receipt of an Officers' Certificate for the authentication and delivery of

Definitive Securities, will authenticate and deliver, Definitive Securities in

an aggregate principal amount equal to the principal amount of the Global

Security in exchange for such Global Security.

If a Definitive Security is issued in exchange for any portion of the

Global Security after the close of business at the office or agency where such

exchange occurs on any record date and before the opening of business at such

office or agency on the next succeeding interest payment date, interest will not

be payable on such interest payment date in respect of such Definitive Security,

but will be payable on such interest payment date only to the person to whom

interest in respect of such portion of the Global Security is payable in

accordance with the provisions of this Indenture.

Definitive Securities issued in exchange for the Global Security

pursuant to this Section 2.06 shall be registered in such names and in such

authorized denominations as the Depository, pursuant to instructions from its

direct or indirect participants or otherwise, shall instruct the Trustee. The

Trustee shall deliver such Definitive Securities to the persons in whose names

such Securities are so registered.

(e) Any person having a beneficial interest in the Global Security may

upon request exchange its interest in the Global Security for a Definitive

Security. Upon receipt by the Trustee of written or electronic instructions

from the Depository or its nominee on behalf of any person having a

beneficial interest in Securities and upon receipt by the Trustee of a

written order of the Depository or its nominee containing registration

instructions, the Trustee or the Securities Custodian, at the direction of

the Trustee, will cause, in accordance with the standing instructions and

procedures existing between the Depository and the Securities Custodian,

the aggregate principal amount of the Global Security to be reduced and,

following such reduction, the Company will execute and, upon receipt of an

authentication order in the form of an Officers' Certificate, the Trustee

will authenticate and deliver to such person or the transferee, as the case

may be, a Definitive Security.

<PAGE>

(f) A holder of a Definitive Security may, upon satisfaction of the

requirements set forth below, exchange such Definitive Security for an

interest in the Global Security. Upon receipt by the Trustee of a

Definitive Security, duly endorsed or accompanied by appropriate

instruments endorsed or accompanied by appropriate instruments of transfer,

in form satisfactory to the Trustee together with written instructions

directing the Trustee to make, or to direct the Securities Custodian to

make, an endorsement on the Global Security to reflect an increase in the

aggregate principal amount of the Securities represented by the Global

Security, the Trustee shall cancel such Definitive Security and cause, or

direct the Securities Custodian to cause, in accordance with the standing

instructions and procedures existing between the Depository and the

Securities Custodian, the aggregate principal amount of Securities

represented by the Global Security to be increased accordingly.

(g) At such time as all interests in the Global Security have either

been exchanged for Definitive Securities, redeemed, converted, repurchased

or canceled, such Global Security shall be canceled by the Trustee. At any

time prior to such cancellation, if any interest in the Global Security is

exchanged for Definitive Securities, redeemed, converted, repurchased or

canceled, the principal amount of Securities represented by such Global

Security shall be reduced and an endorsement shall be made on such Global

Security, by the Trustee or the Securities Custodian, at the direction of

the Trustee, to reflect such reduction.

(h) The Company shall not be required (i) to issue, register the

transfer of or exchange Securities during a period beginning at the opening

of business 15 days before the day of any selection of Securities for

redemption under Section 3.02 and ending at the close of business on the

day of selection, or (ii) to register the transfer or exchange of any

Security so selected for redemption in whole or in part, except the

unredeemed portion of any Security being redeemed in part.

SECTION 2.07. REPLACEMENT SECURITIES. If any mutilated Security is

surrendered to the Trustee, the Company shall execute and the Trustee shall

authenticate and deliver in exchange therefor a new Security of like tenor and

principal amount and bearing a number not contemporaneously outstanding.

<PAGE>

If there shall be delivered to the Company and the Trustee (a) evidence

to their satisfaction of the destruction, loss or theft of any Security and (b)

such security or indemnity as may be required by them to save each of them and

any agent of either of them harmless, then, in the absence of notice to the

Company or the Trustee that such Security has been acquired by a bona fide

purchaser, the Company shall execute and upon its request the Trustee shall

authenticate and deliver, in lieu of any such destroyed, lost or stolen

Security, a new Security of like tenor and principal amount and bearing a number

not contemporaneously outstanding.

In case any such mutilated, destroyed, lost or stolen Security has

become or is about to become due and payable, the Company in its discretion may,

instead of issuing a new Security, pay such Security.

Upon the issuance of any new Security under this Section, the Company

may require the payment of a sum sufficient to cover any tax or other

governmental charge that may be imposed in relation thereto and any other

expenses (including the fees and expenses of the Trustee) connected therewith.

Every new security issued pursuant to this Section in lieu of any destroyed,

lost or stolen Security shall constitute an original additional contractual

obligation of the Company, whether or not the destroyed, lost or stolen Security

shall be at any time enforceable by anyone, and shall be entitled to all the

benefits of this Indenture equally and proportionately with any and all other

Securities duly issued hereunder.

The provisions of this Section are exclusive and shall preclude (to the

extent lawful) all other rights and remedies with respect to the replacement or

payment of mutilated, destroyed, lost or stolen securities.

SECTION 2.08. OUTSTANDING SECURITIES. The Securities outstanding at any

time are all the Securities authenticated by the Trustee except for those

canceled by it, those delivered to it for cancellation and those reductions in

the interests in the Global Security effected by the Trustee hereunder, and

those described in this Section as not outstanding.

If a Security is replaced pursuant to Section 2.07, it ceases to be

outstanding unless the Trustee receives proof satisfactory to it that the

replaced Security is held by a bona fide purchaser.

If Securities are considered paid under Section 4.01, they cease to be

outstanding and interest on them ceases to accrue.

A Security does not cease to be outstanding because the Company or an

Affiliate of the Company holds the Security.

SECTION 2.09. TREASURY SECURITIES. In determining whether the Holders

of the required principal amount of Securities have concurred in any direction,

waiver or consent, Securities owned by the Company or an Affiliate of the

Company shall be considered as though they are not outstanding, except that for

the purposes of determining whether the Trustee shall be protected in relying on

any such direction, waiver or consent, only Securities which any Corporate Trust

Officer knows are so owned shall be so disregarded.

<PAGE>

SECTION 2.10. TEMPORARY SECURITIES. Until the Global Security or

Definitive Securities are ready for delivery, the Company may prepare and the

Trustee shall authenticate temporary Securities. Temporary Securities shall be

substantially in the form of the Global Security or Definitive Securities, as

the case may be, but may have variations that the Company considers appropriate

for temporary Securities. Without unreasonable delay, the Company shall prepare

and the Trustee shall authenticate the Global Security or Definitive Securities,

as the case may be, in exchange for temporary Securities.

SECTION 2.11. CANCELLATION. The Company at any time may deliver

Securities to the Trustee for cancellation. The Registrar, Paying Agent and

Conversion Agent shall forward to the Trustee any Securities surrendered to them

for registration of transfer, exchange, payment or conversion. The Trustee shall

cancel all Securities surrendered for registration of transfer, exchange,

payment, replacement, conversion or cancellation and shall dispose of cancelled

Securities. The Company may not issue new Securities to replace Securities that

it has paid or that have been delivered to the Trustee for cancellation or that

any Securityholder has converted pursuant to Article X.

SECTION 2.12. DEFAULTED INTEREST. If the Company fails to make a

payment of interest on the Securities, it shall pay such defaulted interest plus

any interest payable on the defaulted interest in any lawful manner. It may pay

such defaulted interest, plus any such interest payable on it, to the persons

who are Securityholders on a subsequent special record date. The Company shall

fix any such record date and payment date. At least 15 days before any such

record date, the Company shall mail to Securityholders a notice that states the

record date, payment date, and amount of such interest to be paid.

ARTICLE III

REDEMPTION

SECTION 3.01. NOTICES TO TRUSTEE. If the Company elects to redeem

Securities pursuant to the optional redemption provisions of paragraph 6 of the

Securities, it shall notify the Trustee of the Redemption Date and the principal

amount of Securities to be redeemed.

The Company shall give each notice provided for in this Section to the

Trustee at least 40 days but not more than 60 days before the Redemption Date

(unless a shorter notice period shall be satisfactory to the Trustee).

SECTION 3.02. SELECTION OF SECURITIES TO BE REDEEMED. If less than all

the Securities are to be redeemed, the Trustee shall select the Securities to be

redeemed by lot or by a method that complies with the requirements of any

exchange on which the Securities are listed and that the Trustee considers fair

and appropriate. The Trustee may select for redemption portions of the principal

of Securities that have denominations larger than $1,000. Securities and

portions of them it selects shall be in amounts of $1,000 or integral multiples

of $1,000. The Trustee shall notify the Company promptly of the Securities or

portions of Securities to be called for redemption.

<PAGE>

SECTION 3.03. NOTICE OF REDEMPTION. At least 30 days but not more than

60 days before a Redemption Date, the Company shall mail a notice of redemption

to each Holder whose Securities are to be redeemed at the address of such Holder

shown in the Security Register.

The notice shall identify the Securities to be redeemed and shall

state:

(a) the Redemption Date;

(b) the Redemption Price;

principal amount of such Security to be redeemed and that, after the

Redemption Date, upon surrender of such Security, a new Security or

securities in principal amount equal to the unredeemed portion will be

issued;

(d) the conversion price, if applicable;

(e) the name and address of the Paying Agent and Conversion Agent;

(f) that Securities called for redemption may be converted, if

applicable, at any time before the close of business on the business day

before the Redemption Date;

(g) that Holders who want to convert Securities, if applicable, must

satisfy the requirements in paragraph 9 of the Securities;

(h) that Securities called for redemption must be surrendered to the

Paying Agent to collect the Redemption Price;

(i) that interest on Securities called for redemption ceases to accrue

on and after the Redemption Date; and

(j) that Holders who convert, if applicable, after the date of the

redemption notice but before the Redemption Date will be entitled to

receive accrued interest on their converted Securities through the

Redemption Date.

At the Company's request, the Trustee shall give notice of redemption

in the Company's name and at its expense.

SECTION 3.04. EFFECT OF NOTICE OF REDEMPTION. Once a notice of

redemption is mailed, Securities called for redemption become due and payable on

the Redemption Date at the price set forth in the Security.

SECTION 3.05. DEPOSIT OF REDEMPTION PRICE. On or before the Redemption

Date, the Company shall deposit with the Trustee or with the Paying Agent money

sufficient to pay the Redemption Price of and accrued interest on all Securities

to be redeemed on that date. The Trustee or the Paying Agent shall return to the

Company any money not required for that purpose.

<PAGE>

SECTION 3.06. SECURITIES REDEEMED IN PART. Upon surrender of a

Definitive Security that is redeemed in part, the Company shall issue and the

Trustee shall authenticate for the Holder at the expense of the Company a new

Definitive Security equal in principal amount to the unredeemed portion of the

Definitive Security surrendered.

ARTICLE IV

COVENANTS

SECTION 4.01. PAYMENT OF SECURITIES. The Company shall pay the

principal of and interest on the Securities on the dates and in the manner

provided in the Securities. Principal and interest shall be considered paid on

the date due if the Paying Agent (other than the Company or a subsidiary) holds

on that date money designated for and sufficient to pay all principal and

interest then due; PROVIDED, HOWEVER, that money held by the Paying Agent for

the benefit of holders of Senior Debt pursuant to the provisions of Article XI

hereof shall not be considered paid within the meaning of this Section 4.01.

To the extent lawful, the Company shall pay interest semiannually

(including post-petition interest in any proceeding under any bankruptcy,

insolvency or other similar law) on (a) overdue principal, at the rate borne by

the Securities and (b) overdue installments of interest (including interest

contemplated by clause (a) and witho

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