November 2, 2010 S-3 Exhibit 4.2





EXHIBIT
4.2

 






 

 

NPS PHARMACEUTICALS,
INC.
as Issuer

 

to

 

[                  
  ],
as
Trustee

 

FORM OF
SENIOR
INDENTURE

 

Dated as of
                    
        ,
200  

 

 






 









 

TABLE OF
CONTENTS

 

	
      
	
       
	
      Page

	
       
	
       
	
       

	
      PARTIES
	
      1

	
       
	
       
	
       

	
      RECITALS OF THE COMPANY
	
      1

	
       
	
       
	
       

	
      ARTICLE ONE DEFINITIONS AND OTHER PROVISIONS OF
      GENERAL APPLICATION
	
      1

	
       
	
       
	
       

	
      SECTION 101
	
      Definitions
	
      1

	
      SECTION 102
	
      Compliance Certificates and Opinions
	
      6

	
      SECTION 103
	
      Form of Documents Delivered to
      Trustee
	
      6

	
      SECTION 104
	
      Acts of Holders; Record Dates
	
      6

	
      SECTION 105
	
      Notices, Etc., to Trustee and Company
	
      8

	
      SECTION 106
	
      Notice to Holders; Waiver
	
      8

	
      SECTION 107
	
      Conflict with Trust Indenture Act
	
      8

	
      SECTION 108
	
      Effect of Headings and Table of
    Contents
	
      9

	
      SECTION 109
	
      Successors and Assigns
	
      9

	
      SECTION 110
	
      Separability Clause
	
      9

	
      SECTION 111
	
      Benefits of Indenture
	
      9

	
      SECTION 112
	
      Governing Law
	
      9

	
      SECTION 113
	
      Legal Holidays
	
      9

	
       
	
       
	
       

	
      ARTICLE TWO SECURITY FORMS
	
      9

	
       
	
       
	
       

	
      SECTION 201
	
      Forms Generally
	
      9

	
      SECTION 202
	
      Form of Legend for Global
    Securities
	
      10

	
      SECTION 203
	
      Form of Trustee's Certificate of
      Authentication
	
      10

	
       
	
       
	
       

	
      ARTICLE THREE THE SECURITIES
	
      10

	
       
	
       
	
       

	
      SECTION 301
	
      Amount Unlimited; Issuable in Series
	
      10

	
      SECTION 302
	
      Denominations
	
      12

	
      SECTION 303
	
      Execution, Authentication, Delivery and
      Dating
	
      12

	
      SECTION 304
	
      Temporary Securities
	
      13

	
      SECTION 305
	
      Registration, Registration of Transfer and
      Exchange
	
      14

	
      SECTION 306
	
      Mutilated, Destroyed, Lost and Stolen
      Securities
	
      15

	
      SECTION 307
	
      Payment of Interest; Interest Rights
      Preserved
	
      15

	
      SECTION 308
	
      Persons Deemed Owners
	
      16

	
      SECTION 309
	
      Cancellation
	
      16

	
      SECTION 310
	
      Computation of Interest
	
      17

	
       
	
       
	
       

	
      ARTICLE FOUR SATISFACTION AND
      DISCHARGE
	
      17

	
       
	
       
	
       

	
      SECTION 401
	
      Satisfaction and Discharge of
    Indenture
	
      17

	
      SECTION 402
	
      Application of Trust Money
	
      18

	
       
	
       
	
       

	
      ARTICLE FIVE REMEDIES
	
      18

	
       
	
       

	
      SECTION 501
	
      Events of Default
	
      18

	
      SECTION 502
	
      Acceleration of Maturity; Rescission and
      Annulment
	
      19

	
      SECTION 503
	
      Collection of Indebtedness and Suits for
      Enforcement by Trustee
	
      20

	
      SECTION 504
	
      Trustee May File Proofs of Claim
	
      20

	
      SECTION 505
	
      Trustee May Enforce Claims Without Possession
      of Securities
	
      20

	
      SECTION 506
	
      Application of Money Collected
	
      21

	
      SECTION 507
	
      Limitation on Suits
	
      21

	
      SECTION 508
	
      Unconditional Right of Holders to Receive
      Principal, Premium and Interest
	
      21

	
      SECTION 509
	
      Restoration of Rights and Remedies
	
      22

	
      SECTION 510
	
      Rights and Remedies Cumulative
	
      22

	
      SECTION 511
	
      Delay or Omission Not Waiver
	
      22



 

i









 


	
      SECTION 512
	
      Control by Holders
	
      22

	
      SECTION 513
	
      SECTION 513. Waiver of Past
    Defaults
	
      22

	
      SECTION 514
	
      Undertaking for Costs
	
      23

	
      SECTION 515
	
      Waiver of Usury, Stay or Extension
    Laws
	
      23

	
       
	
       
	
       

	
      ARTICLE SIX THE TRUSTEE
	
      23

	
       
	
       
	
       

	
      SECTION 601
	
      Certain Duties and Responsibilities
	
      23

	
      SECTION 602
	
      Notice of Defaults
	
      23

	
      SECTION 603
	
      Certain Rights of Trustee
	
      23

	
      SECTION 604
	
      Not Responsible for Recitals or Issuance of
      Securities
	
      24

	
      SECTION 605
	
      May Hold Securities
	
      24

	
      SECTION 606
	
      Money Held in Trust
	
      24

	
      SECTION 607
	
      Compensation and Reimbursement
	
      24

	
      SECTION 608
	
      Conflicting Interests
	
      25

	
      SECTION 609
	
      Corporate Trustee Required;
    Eligibility
	
      25

	
      SECTION 610
	
      Resignation and Removal; Appointment of
      Successor
	
      25

	
      SECTION 611
	
      Acceptance of Appointment by
Successor
	
      26

	
      SECTION 612
	
      Merger, Conversion, Consolidation or Succession to
      Business
	
      27

	
      SECTION 613
	
      Preferential Collection of Claims Against
      Company
	
      27

	
      SECTION 614
	
      Appointment of Authenticating Agent
	
      27

	
       
	
       
	
       

	
      ARTICLE SEVEN HOLDERS' LISTS AND REPORTS BY TRUSTEE
      AND COMPANY
	
      28

	
       
	
       

	
      SECTION 701
	
      Company to Furnish Trustee Names and Addresses of
      Holders
	
      28

	
      SECTION 702
	
      Preservation of Information; Communications to
      Holders
	
      29

	
      SECTION 703
	
      Reports by Trustee
	
      29

	
      SECTION 704
	
      Reports by Company
	
      29

	
       
	
       
	
       

	
      ARTICLE EIGHT CONSOLIDATION, MERGER, CONVEYANCE,
      TRANSFER OR LEASE
	
      29

	
       
	
       
	
       

	
      SECTION 801
	
      Company May Consolidate, Etc., Only on Certain
      Terms
	
      29

	
      SECTION 802
	
      Successor Substituted
	
      30

	
       
	
       
	
       

	
      ARTICLE NINE SUPPLEMENTAL INDENTURES
	
      30

	
       
	
       
	
       

	
      SECTION 901
	
      Supplemental Indentures Without Consent of
      Holders
	
      30

	
      SECTION 902
	
      Supplemental Indentures With Consent of
      Holders
	
      31

	
      SECTION 903
	
      Execution of Supplemental Indentures
	
      32

	
      SECTION 904
	
      Effect of Supplemental Indentures
	
      32

	
      SECTION 905
	
      Conformity with Trust Indenture Act
	
      32

	
      SECTION 906
	
      Reference in Securities to Supplemental
      Indentures
	
      32

	
       
	
       
	
       

	
      ARTICLE TEN COVENANTS
	
      32

	
       
	
       

	
      SECTION 1001
	
      Payment of Principal, Premium and
      Interest
	
      32

	
      SECTION 1002
	
      Maintenance of Office or Agency
	
      33

	
      SECTION 1003
	
      Money for Securities Payments to Be Held in
      Trust
	
      33

	
      SECTION 1004
	
      Statement by Officers as to Default
	
      34

	
      SECTION 1005
	
      Existence
	
      34

	
      SECTION 1006
	
      Maintenance of Properties
	
      34

	
      SECTION 1007
	
      Payment of Taxes and Other Claims
	
      34

	
      SECTION 1008
	
      Maintenance of Insurance
	
      34

	
      SECTION 1009
	
      Waiver of Certain Covenants
	
      35

	
       
	
       
	
       

	
      ARTICLE ELEVEN REDEMPTION OF
      SECURITIES
	
      35

	
       
	
       

	
      SECTION 1101
	
      Applicability of Article
	
      35

	
      SECTION 1102
	
      Election to Redeem; Notice to Trustee
	
      35

	
      SECTION 1103
	
      Selection by Trustee of Securities to Be
      Redeemed
	
      35

	
      SECTION 1104
	
      Notice of Redemption
	
      36

	
      SECTION 1105
	
      Deposit of Redemption Price
	
36






 


ii












 



	
      SECTION 1106
	
      Securities Payable on Redemption Date
	
      37

	
      SECTION 1107
	
      Securities Redeemed in Part
	
      37

	
       
	
       
	
       

	
      ARTICLE TWELVE [INTENTIONALLY OMITTED]
	
      37

	
       
	
       

	
      ARTICLE THIRTEEN [INTENTIONALLY
    OMITTED]
	
      37

	
       
	
       

	
      ARTICLE FOURTEEN [INTENTIONALLY
    OMITTED]
	
      37

	
       
	
       

	
      ARTICLE FIFTEEN DEFEASANCE AND COVENANT
      DEFEASANCE
	
      37

	
       
	
       

	
      SECTION 1501
	
      Company's Option to Effect Defeasance or Covenant
      Defeasance
	
      37

	
      SECTION 1502
	
      Defeasance and Discharge
	
      37

	
      SECTION 1503
	
      Covenant Defeasance
	
      38

	
      SECTION 1504
	
      Conditions to Defeasance or Covenant
      Defeasance
	
      38

	
      SECTION 1505
	
      Deposited Money and U.S. Government Obligations to
      Be Held in Trust; Miscellaneous Provisions
	
      39

	
      SECTION 1506
	
      Reinstatement
	
      40

	
       
	
       
	
       

	
      ARTICLE SIXTEEN SINKING FUNDS
	
      40

	
       
	
       

	
      SECTION 1601
	
      Applicability of Article
	
      40

	
      SECTION 1602
	
      Satisfaction of Sinking Fund Payments with
      Securities
	
      40

	
      SECTION 1603
	
      Redemption of Securities for Sinking
    Fund
	
41





 


iii












 

NPS
PHARMACEUTICALS, INC.

CERTAIN
SECTIONS OF THIS INDENTURE RELATING TO SECTIONS 310 THROUGH


318, INCLUSIVE, OF THE TRUST INDENTURE ACT OF 1939:


 



	
       
	
      TRUST INDENTURE
ACT SECTION
	
       
	
      INDENTURE
SECTION

	
       
	
      Section 310(a)(1)
	
       
	
      609

	
       
	
      (a)(2)
	
       
	
      609

	
       
	
      (a)(3)
	
       
	
      Not Applicable

	
       
	
      (a)(4)
	
       
	
      Not Applicable

	
       
	
      (b)
	
       
	
      608, 610

	
       
	
      Section 311(a)
	
       
	
      613

	
       
	
      (b)
	
       
	
      613

	
       
	
      Section 312(a)
	
       
	
      701, 702

	
       
	
      (b)
	
       
	
      702

	
       
	
      (c)
	
       
	
      702

	
       
	
      Section 313(a)
	
       
	
      703

	
       
	
      (b)
	
       
	
      703

	
       
	
      (c)
	
       
	
      703

	
       
	
      (d)
	
       
	
      703

	
       
	
      Section 314(a)
	
       
	
      704

	
       
	
      (a)(4)
	
       
	
      101, 1004

	
       
	
      (b)
	
       
	
      Not Applicable

	
       
	
      (c)(1)
	
       
	
      102

	
       
	
      (c)(2)
	
       
	
      102

	
       
	
      (c)(3)
	
       
	
      Not Applicable

	
       
	
      (d)
	
       
	
      Not Applicable

	
       
	
      (e)
	
       
	
      102

	
       
	
      Section 315(a)
	
       
	
      601

	
       
	
      (b)
	
       
	
      602

	
       
	
      (c)
	
       
	
      601

	
       
	
      (d)
	
       
	
      601

	
       
	
      (e)
	
       
	
      514

	
       
	
      Section 316(a)
	
       
	
      101

	
       
	
      (a)(1)(A)
	
       
	
      502, 512

	
       
	
      (a)(1)(B)
	
       
	
      513

	
       
	
      (a)(2)
	
       
	
      Not Applicable

	
       
	
      (b)
	
       
	
      508

	
       
	
      (c)
	
       
	
      104

	
       
	
      Section 317(a)(1)
	
       
	
      503

	
       
	
      (a)(2)
	
       
	
      504

	
       
	
      (b)
	
       
	
      1003

	
       
	
      Section 318(a)
	
       
	
      107



 

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

 

iv









 

INDENTURE, dated as of
                    ,
200 , among NPS PHARMACEUTICALS, INC., a corporation duly organized and
existing under the laws of the State of Delaware (herein called the "Company"),
having its principal office at 550 Hills Drive, 3rd Fl., Bedminster, New Jersey  07921, and
[                    
],
a national banking association, as Trustee (herein called the "Trustee").

 

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
unsecured debentures, notes or other evidences of indebtedness (herein called
the "Securities"), to be issued in one or more series as in this Indenture
provided.

 

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

 

NOW,
THEREFORE, THIS INDENTURE WITNESSETH:

 

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

 

ARTICLE ONE
DEFINITIONS
AND OTHER PROVISIONS
OF GENERAL APPLICATION

 

SECTION 101     
Definitions.

 

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

 

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

 

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

 

(3)          
all accounting terms not otherwise defined herein have the meanings assigned to
them in accordance with generally accepted accounting principles, and, except as
otherwise herein expressly provided, the term "generally accepted accounting
principles" with respect to any computation required or permitted hereunder
shall mean such accounting principles as are generally accepted at the date of
this instrument;

 

(4)          
unless the context otherwise requires, any reference to an "Article" or a
"Section" refers to an Article or a Section, as the case may be, of this
Indenture; and

 

(5)          
the words "herein", "hereof", "hereunder" and other words of similar import
refer to this Indenture as a whole and not to any particular Article,
Section or other subdivision.

 

"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; provided that direct or indirect beneficial
ownership of 10% or more of the Voting Stock of a Person shall be deemed to
constitute control.

 









 

"Authenticating Agent" means any Person authorized
by the Trustee pursuant to Section 614 to act on behalf of the Trustee to
authenticate Securities of one or more series.

 

"Board of Directors" means with respect to the
Company either the board of directors of the Company or any committee of that
board duly authorized to act for it in respect hereof.

 

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

 

"Business Day", when used with respect to any
Place of Payment, means each Monday, Tuesday, Wednesday, Thursday and Friday
which is not a day on which banking institutions in that Place of Payment are
authorized or obligated by law or executive order to close.

 

"Capital Stock" of any Person means any and all
shares, interests, participations or other equivalents (however designated) of
corporate stock or other equity participations, including partnership interests,
whether general or limited, of such Person.

 

"Commission" means the Securities and Exchange
Commission, from time to time constituted, created under the Exchange Act, 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 at such time.

 

"Common Stock" means the common stock, $.001 par
value, of the Company as the same exists at the date of execution and delivery
of this Indenture or other Capital Stock of the Company into which such common
stock is converted, reclassified or changed from time to time.

 

"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" or "Company Order" means a
written request or order signed in the name of the Company by its Chairman of
the Board of Directors, its Chief Executive Officer, its President, its Chief
Financial Officer or a Vice President, and by its Treasurer, an Assistant
Treasurer, its Corporate Secretary or an Assistant Corporate Secretary, and
delivered to the Trustee.

 

"Conversion Agent" means any Person authorized by
the Company to convert any Securities on behalf of the Company.

 

"Corporate Trust Office" means the principal
office of the Trustee at which at any particular time its corporate trust
business shall be administered, such office being located on the date hereof at
60 Livingston Avenue, St. Paul, Minnesota 55107-1419.

 

"corporation" means a corporation, association,
limited liability company, joint-stock company or business trust.

 

"Covenant Defeasance" has the meaning specified in
Section 1503.

 

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

 

"Defeasance" has the meaning specified in
Section 1502.

 

"Depositary" means, with respect to Securities of
any series issuable in whole or in part in the form of one or more Global
Securities, a clearing agency registered under the Exchange Act that is
designated to act as Depositary for such Securities as contemplated by
Section 301.

 

2









 

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

 

"Exchange Act" means the Securities Exchange Act
of 1934 and any statute successor thereto, in each case as amended from time to
time.

 

"Expiration Date" has the meaning specified in
Section 104.

 

"Global Security" means a Security that evidences
all or part of the Securities of any series and bears the legend set forth in
Section 202 (or such legend as may be specified as contemplated by
Section 301 for such Securities).

 

"Holder" means a Person in whose name a Security
is registered in the Security Register.

 

"Indenture" means this instrument as originally
executed and as it may from time to time be supplemented or amended by one or
more indentures supplemental hereto entered into pursuant to the applicable
provisions hereof, including, for all purposes of this instrument and any such
supplemental indenture, the provisions of the Trust Indenture Act that are
deemed to be a part of and govern this instrument and any such supplemental
indenture, respectively.  The term "Indenture" shall also include the terms
of particular series of 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", when used with respect to
any Security, means the Stated Maturity of an installment of interest on such
Security.

 

"Investment Company Act" means the Investment
Company Act of 1940 and any statute successor thereto, in each case as amended
from time to time.

 

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

 

"Notice of Default" means a written notice of the
kind specified in Section 501(5).

 

"Officers' Certificate" means a certificate signed
by the Chairman of the Board of Directors, the Chief Executive Officer, the
President, the Chief Financial Officer or a Vice President, and by the
Treasurer, an Assistant Treasurer, the Corporate Secretary or an Assistant
Corporate Secretary of the Company and delivered to the Trustee.  One of
the officers signing an Officers' Certificate given pursuant to
Section 1004 shall be the principal executive, financial or accounting
officer of the Company.

 

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

 

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

 

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

 

(1)          
Securities theretofore cancelled by the Trustee or delivered to the Trustee for
cancellation;

 

(2)          
Securities for whose payment or redemption money 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 

 

3









 

by the Company (if the Company shall act as its
own Paying Agent) for the Holders of such Securities; provided that, if such
Securities are to be redeemed, notice of such redemption has been duly given
pursuant to this Indenture or provision therefor satisfactory to the Trustee has
been made;

 

(3)          
Securities as to which Defeasance has been effected pursuant to
Section 1502; and

 

(4)          
Securities which have been paid pursuant to Section 306 or in exchange for
or in lieu of which other Securities have been authenticated and delivered
pursuant to this Indenture, other than any such Securities in respect of which
there shall have been presented to the Trustee proof satisfactory to it that
such Securities are held by a bona fide purchaser in whose hands such Securities
are valid obligations of the Company;

 

provided, however, that in determining whether the
Holders of the requisite principal amount of the Outstanding Securities have
given, made or taken any request, demand, authorization, direction, notice,
consent, waiver or other action hereunder as of any date, (A) the principal
amount of an Original Issue Discount Security which shall be deemed to be
Outstanding shall be the amount of the principal thereof which would be due and
payable as of such date upon acceleration of the Maturity thereof to such date
pursuant to Section 502, (B) if, as of such date, the principal amount
payable at the Stated Maturity of a Security is not determinable, the principal
amount of such Security which shall be deemed to be Outstanding shall be the
amount as specified or determined as contemplated by Section 301,
(C) the principal amount of a Security denominated in one or more foreign
currencies or currency units which shall be deemed to be Outstanding shall be
the U.S. dollar equivalent, determined as of such date in the manner provided as
contemplated by Section 301, of the principal amount of such Security (or,
in the case of a Security described in clause (A) or (B) above, of the
amount determined as provided in such clause), and (D) Securities owned by
the Company or any other obligor upon the Securities, or any Affiliate of the
Company or of such other obligor, shall be disregarded and deemed not to be
Outstanding, except that, in determining whether the Trustee shall be protected
in relying upon any such request, demand, authorization, direction, notice,
consent, waiver or other action, only Securities which the Trustee knows to be
so owned shall be so disregarded.  Securities so owned which have been
pledged in good faith may be regarded as Outstanding if the pledgee establishes
to the satisfaction of the Trustee the pledgee's right so to act with respect to
such Securities and that the pledgee is not the Company or any other obligor
upon the Securities, or any Affiliate of the Company or of such other
obligor.

 

"Paying Agent" means any Person authorized by the
Company to pay the principal of or any premium or interest on any Securities on
behalf of the Company.

 

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

 

"Place of Payment", when used with respect to the
Securities of any series, means the place or places where the principal of and
any premium and interest on the Securities of that series are payable as
specified as contemplated by Section 301.

 

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

 

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

 

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

 

4









 

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

 

"Securities Act" means the Securities Act of 1933
and any statute successor thereto, in each case as amended from time to
time.

 

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

 

"Significant Subsidiary" means, at any date of
determination, any Subsidiary that represents 20% or more of the Company's
consolidated total assets at the end of the most recent fiscal quarter for which
financial information is available or 20% or more of the Company's consolidated
net revenues or consolidated operating income for the most recent four quarters
for which financial information is available; provided, however, that in no
event will Cinacalcet Royalty Sub LLC be deemed a Significant
Subsidiary.

 

"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
Security or any installment of principal thereof or interest thereon, means the
date specified in such Security as the fixed date on which the principal of such
Security or such installment of principal or interest is due and
payable.

 

"Subsidiary" of any Person means (1) a
corporation more than 50% of the combined voting power of the outstanding Voting
Stock of which is owned, directly or indirectly, by such Person or by one or
more other Subsidiaries of such Person or by such Person and one or more
Subsidiaries thereof or (2) any other Person (other than a corporation) in
which such Person, or one or more other Subsidiaries of such Person or such
Person and one or more other Subsidiaries thereof, directly or indirectly, has
at least a majority ownership and power to direct the policies, management and
affairs thereof.

 

"Successor Company" has the meaning specified in
Section 801.

 

"Trust Indenture Act" means the Trust Indenture
Act of 1939 as in force at the date as of which this instrument was executed;
provided, however, that in the event the Trust Indenture Act of 1939 is amended
after such date, "Trust Indenture Act" means, to the extent required by any such
amendment, the Trust Indenture Act of 1939 as so amended.

 

 "Trustee" means the 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 Securities of any series shall mean the Trustee with
respect to Securities of that series.

 

"U.S. Government Obligation" has the meaning
specified in Section 1504.

 

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

 

"Voting Stock" of any Person means Capital Stock
of such Person which ordinarily has voting power for the election of directors
(or persons performing similar functions) of such Person, whether at all times
or only so long as no senior class of securities has such voting power by reason
of any contingency.

 

"Wholly Owned Subsidiary" of any Person means a
Subsidiary of such Person all of the outstanding Capital Stock or other
ownership interests of which (other than directors' qualifying shares) shall at
the time be owned by such Person or by one or more Wholly Owned Subsidiaries of
such Person or by such Person and one or more Wholly Owned Subsidiaries of such
Person.

 

5









 

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 such certificates and opinions as may be
required under the Trust Indenture Act.  Each such certificate or opinion
shall be given in the form of an Officers' Certificate, if to be given by an
officer of the Company or an Opinion of Counsel, if to be given by counsel, and
shall comply with the requirements of the Trust Indenture Act and any other
requirements set forth in this Indenture.

 

Every certificate or opinion with respect to
compliance with a condition or covenant provided for in this Indenture 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 has made such
examination or investigation as is necessary to enable him to express an
informed opinion as to whether or not such covenant or condition has been
complied with; and

 

(4)           a
statement as to whether, in the opinion of each such individual, such 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 certificate or
opinion is based are erroneous.  Any such certificate or opinion of counsel
may be based, insofar as it relates to factual matters, upon a certificate or
opinion of, or representations by, an officer or officers of the Company 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 opinion or representations with respect to
such matters are erroneous.

 

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

 

SECTION 104      Acts of Holders; Record Dates.

 

Whenever in this Indenture it is provided that the
Holders of a specified percentage in aggregate principal amount of the
Securities of any or all series may take action (including the making of any
demand or request, the giving of any direction, notice, consent or waiver or the
taking of any other action) the fact that at the time of taking any such action
the Holders of such specified percentage have joined therein may be evidenced
(a) by any instrument or any number of instruments of similar tenor
executed by Holders in person or by agent or proxy appointed in writing,
(b) by the record of the Holders voting in favor thereof at any meeting of
Holders duly called and held in accordance with procedures approved by the
Trustee, (c) by a combination of such instrument or instruments and any
such record of such a meeting of Holders or (d) in the case of Securities
evidenced by a Global 

 

6









 

Security, by any electronic transmission or other
message, whether or not in written format, that complies with the Depositary's
applicable procedures.  Such evidence (and the action embodied therein and
evidenced thereby) are herein sometimes referred to as the "Act" of the relevant
Holders.  Proof of execution of any such instrument or of a writing
appointing any such agent or proxy 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 fact and date of the execution by any Person
of any such instrument or writing may be proved by the affidavit of a witness of
such execution or by a certificate of a notary public or other officer
authorized by law to take acknowledgments of deeds, certifying that the
individual signing such instrument or writing acknowledged to him the execution
thereof.  Where such execution is by a signer acting in a capacity other
than his individual capacity, such certificate or affidavit shall also
constitute sufficient proof of his authority.  The fact and date of the
execution of any such instrument or writing, or the authority of the Person
executing the same, may also be proved in any other manner that the Trustee
deems sufficient.

 

The ownership of Securities shall be proved by the
Security Register.

 

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

 

The Company may set any day as a record date for
the purpose of determining the Holders of Outstanding 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 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
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
by Holders of the requisite principal amount of Outstanding 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 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 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 Securities of any series
entitled to join in the giving or making of (i) any Notice 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 Securities of such series. 
If any record date is set pursuant to this paragraph, the Holders of Outstanding
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
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 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 Securities of the relevant series in the manner set forth in
Section 106.

 

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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 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. 
Notwithstanding the foregoing, no Expiration Date shall be later than the 180th
day after the applicable record date.

 

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

 

SECTION 105      Notices, Etc., to Trustee and
Company.

 

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

 

(1)           the
Trustee by any Holder or by the Company shall be sufficient for every purpose
hereunder if made, given, furnished or filed in writing in the English language
to or with the Trustee at its Corporate Trust Office, Attention: Corporate Trust
Department; 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 in the
English language and mailed, first-class postage prepaid, addressed to the
Company at the address of its principal office specified in the first paragraph
of this instrument, Attention: Chief Executive Officer, or at any other address
previously furnished in writing to the Trustee by the Company.

 

SECTION 106      Notice to Holders; Waiver.

 

Where this Indenture provides for notice to
Holders of any event, such notice shall be sufficiently given (unless otherwise
herein expressly provided) if in writing and mailed, first-class postage
prepaid, to each Holder affected by such event, at his address as it appears in
the Security Register, not later than the latest date (if any), and not earlier
than the earliest date (if any), prescribed for the giving of such notice. 
In any case where notice to Holders is given by mail, neither the failure to
mail such notice, nor any defect in any notice so mailed, to any particular
Holder shall affect the sufficiency of such notice with respect to other
Holders.  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.

 

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

 

SECTION 107      Conflict with Trust Indenture
Act.

 

If any provision hereof limits, qualifies or
conflicts with a provision of the Trust Indenture Act which is required under
such Act to be a part of and govern this Indenture, the latter provision shall
control.  If any provision of this Indenture modifies or excludes any
provision of the Trust Indenture Act which may be so modified or excluded, the
latter provision shall be deemed to apply to this Indenture as so modified or to
be excluded, as the case may be.

 

8









 

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 the
Securities shall be invalid, illegal or unenforceable, the validity, legality
and enforce ability of the remaining provisions shall not in any way be affected
or impaired thereby.

 

SECTION 111      Benefits of Indenture.

 

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

 

SECTION 112      Governing Law.

 

This Indenture and the Securities shall be
governed by and construed in accordance with the law of the State of New
York.

 

SECTION 113      Legal Holidays.

 

In any case where any Interest Payment Date,
Redemption Date, purchase date or Stated Maturity of any Security shall not be a
Business Day at any Place of Payment, then (notwithstanding any other provision
of this Indenture or of the Securities (other than a provision of any Security
which specifically states that such provision shall apply in lieu of this
Section)) 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 or purchase date, or at
the Stated Maturity.

 

ARTICLE TWO
SECURITY
FORMS

 

SECTION 201      Forms Generally.

 

The Securities of each series shall be in such
form (not inconsistent with this ) as shall be established by or pursuant to a
Board Resolution or in one or more indentures supplemental hereto, in each case
with such appropriate insertions, omissions, substitutions and other variations
as are required or permitted by this Indenture, and may have such letters,
numbers or other marks of identification and such legends or endorsements placed
thereon as may be required to comply with the rules of any securities
exchange or Depositary therefor or as may, consistently herewith, be determined
by the officers executing such Securities, as evidenced by their execution
thereof.  A copy of an appropriate record of such action shall be certified
by the Corporate Secretary or an Assistant Corporate Secretary of the Company
and delivered to the Trustee at or prior to the delivery of the Company Order
contemplated by Section 303 for the authentication and delivery of such
Securities.

 

The definitive Securities 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 Securities, as
evidenced by their execution of such Securities.

 

9









 

SECTION 202      Form of Legend for Global
Securities.

 

Unless otherwise specified as contemplated by
Section 301 for the Securities evidenced thereby, every Global Security
authenticated and delivered hereunder shall bear a legend in substantially the
following form:

 

THIS SECURITY IS A GLOBAL SECURITY WITHIN THE
MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME
OF A DEPOSITARY OR A NOMINEE THEREOF. THIS SECURITY MAY NOT BE EXCHANGED IN
WHOLE OR IN PART FOR A SECURITY REGISTERED, AND NO TRANSFER OF THIS
SECURITY IN WHOLE OR IN PART MAY BE REGISTERED, IN THE NAME OF ANY
PERSON OTHER THAN SUCH DEPOSITARY OR A NOMINEE THEREOF, EXCEPT IN THE LIMITED
CIRCUMSTANCES DESCRIBED IN THE INDENTURE.

 

SECTION 203      Form of Trustee's Certificate
of Authentication.

 

The Trustee's certificates of authentication shall
be in substantially the following form:

 

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

 

	
       
	
       
	
      [                  
  ],

	
       
	
       
	
      As Trustee

	
       
	
       
	
       

	
       
	
       
	
       

	
       
	
      By:  
	
       

	
       
	
       
	
      Authorized
      Officer



 

ARTICLE THREE
THE
SECURITIES

 

SECTION 301      Amount Unlimited; Issuable in
Series.

 

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

 

The Securities may be issued in one or more
series.  There shall be established in or pursuant to a Board Resolution
and, subject to Section 303, set forth, or determined in the manner
provided, in an Officers' Certificate, or established in one or more indentures
supplemental hereto, prior to the issuance of Securities of any
series,

 

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

 

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

 

(3)           the
Person to whom any interest on a Security of the series shall be payable, if
other than the Person in whose name that Security (or one or more Predecessor
Securities) is registered at the close of business on the Regular Record Date
for such interest;

 

(4)           the
date or dates on which the principal of any Securities of the series is
payable;

 

10









 

(5)           the
rate or rates at which any Securities of the series shall bear interest, if any,
the date or dates from which any such interest shall accrue, the Interest
Payment Dates on which any such interest shall be payable and the Regular Record
Date for any such interest payable on any Interest Payment Date;

 

(6)           the
place or places where the principal of and any premium and interest on any
Securities of the series shall be payable;

 

(7)           the
period or periods within which, the price or prices at which and the terms and
conditions upon which any Securities of the series may be redeemed, in whole or
in part, at the option of the Company and, if other than by a Board Resolution,
the manner in which any election by the Company to redeem the Securities shall
be evidenced;

 

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

 

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

 

(10)         if the amount of
principal of or any premium or interest on any Securities of the series may be
determined with reference to an index or pursuant to a formula, the manner in
which such amounts shall be determined;

 

(11)         if other than the
currency of the United States of America, the currency, currencies or currency
units in which the principal of or any premium or interest on any Securities of
the series shall be payable and the manner of determining the equivalent thereof
in the currency of the United States of America for any purpose, including for
purposes of the definition of "Outstanding" in Section 101;

 

(12)         if the principal
of or any premium or interest on any Securities of the series is to be payable,
at the election of the Company or the Holder thereof, in one or more currencies
or currency units other than that or those in which such Securities are stated
to be payable, the currency, currencies or currency units in which the principal
of or any premium or interest on such Securities as to which such election is
made shall be payable, the periods within which and the terms and conditions
upon which such election is to be made and the amount so payable (or the manner
in which such amount shall be determined);

 

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

 

(14)         if the principal
amount payable at the Stated Maturity of any Securities of the series will not
be determinable as of any one or more dates prior to the Stated Maturity, the
amount which shall be deemed to be the principal amount of such Securities as of
any such date for any purpose thereunder or hereunder, including the principal
amount thereof which shall be due and payable upon any Maturity other than the
Stated Maturity or which shall be deemed to be Outstanding as of any date prior
to the Stated Maturity (or, in any such case, the manner in which such amount
deemed to be the principal amount shall be determined);

 

(15)         if applicable,
that the Securities of the series, in whole or any specified part, shall be
defeasible pursuant to Section 1502 or Section 1503 or both such
Sections and, if other than by a Board Resolution, the manner in which any
election by the Company to defease such Securities shall be evidenced;

 

(16)         if applicable,
that any Securities of the series shall be issuable in whole or in part in the
form of one or more Global Securities and, in such case, the respective
Depositaries for such Global Securities, the form of any legend or legends which
shall be borne by any such Global Security in addition to or in lieu of that set
forth in Section 202 and any circumstances in addition to or in lieu of
those set forth in clause (2) of the last 

 

11









 

paragraph
of Section 305 in which any such Global Security may be exchanged in whole
or in part for Securities registered, and any transfer of such Global Security
in whole or in part may be registered, in the name or names of Persons other
than the Depositary for such Global Security or a nominee thereof;

 

(17)         any addition to
or change in the Events of Default which applies to any Securities of the series
and any change in the right of the Trustee or the requisite Holders of such
Securities to declare the principal amount thereof due and payable pursuant to
Section 502;

 

(18)         any addition to
or change in the covenants set forth in Article Ten which applies to
Securities of the series;

 

(19)         whether the
Securities of the series will be convertible into Common Stock or other
securities of the Company (or cash in lieu thereof) and, if so, the terms and
conditions upon which such conversion will be effected; and

 

(20)         any other terms
of the series (which terms shall not be inconsistent with the provisions of this
Indenture, except as permitted by Section 901(5)).

 

All Securities of any one series shall be
substantially identical except as to denomination and except as may otherwise be
provided in or pursuant to the Board Resolution referred to above and (subject
to Section 303) set forth, or determined in the manner provided, in the
Officers' Certificate referred to above or in any such indenture supplemental
hereto.

 

If any of the terms of the series are established
by action taken pursuant to a Board Resolution, a copy of an appropriate record
of such action shall be certified by the Corporate Secretary or an Assistant
Corporate 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.

 

The Securities of each series shall be issuable
only in registered form without coupons and only in such denominations as shall
be specified as contemplated by Section 301.  In the absence of any
such specified denomination with respect to the Securities of any series, the
Securities of such series shall be issuable in denominations of $1,000 and any
integral multiple thereof.

 

SECTION 303      Execution, Authentication, Delivery
and Dating.

 

The Securities shall be executed on behalf of the
Company by its Chairman of the Board of Directors, its Chief Executive Officer,
its President, its Chief Financial Officer or one of its Vice Presidents. 
The Securities shall be attested by the Company's Corporate Secretary, one of
its Assistant Corporate Secretaries, its Treasurer or one of its Assistant
Treasurers.  The signature of any 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 of
any series executed by the Company to the Trustee for authentication, together
with a Company Order for the authentication and delivery of such Securities, and
the Trustee in accordance with the Company Order shall authenticate and deliver
such Securities.  In authenticating such Securities, and accepting the
additional responsibilities under this Indenture in relation to such Securities,
the Trustee shall be entitled to receive, and (subject to Section 601)
shall be fully protected in relying upon, an Opinion of Counsel
stating,

 

12









 

(1)           that
the form of such Securities has been established in conformity with the
provisions of this Indenture;

 

(2)           that
to the extent the terms of such Securities have been established by or pursuant
to a Board Resolution as permitted by Section 301, that such terms have
been established in conformity with the provisions of this Indenture; and

 

(3)           that
such Securities, 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 legally binding obligations of the
Company, enforceable in accordance with their terms, subject to bankruptcy,
insolvency, fraudulent transfer, reorganization, moratorium and similar laws of
general applicability relating to or affecting creditors' rights and to general
equity principles.

 

If such form or terms have been so established,
the Trustee shall not be required to authenticate such Securities if the issue
of such Securities pursuant to this Indenture will affect the Trustee's own
rights, duties or immunities under the Securities and this Indenture or
otherwise in a manner which is not reasonably acceptable to the
Trustee.

 

Notwithstanding the provisions of Section 301
and of the preceding paragraph, if all Securities of a series are not to be
originally issued at one time, it shall not be necessary to deliver the
Officers' Certificate otherwise required pursuant to Section 301 or the
Company Order and Opinion of Counsel otherwise required pursuant to such
preceding paragraph at or prior to the authentication of each Security of such
series if such documents are delivered at or prior to the authentication upon
original issuance of the first Security of such series to be issued.

 

Each Security shall be dated the date of its
authentication.

 

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
upon any Security shall be conclusive evidence, and the only evidence, that such
Security has been duly authenticated and delivered hereunder. 
Notwithstanding the foregoing, if any Security shall have been authenticated and
delivered hereunder but never issued and sold by the Company, and the Company
shall deliver such Security to the Trustee for cancellation as provided in
Section 309, for all purposes of this Indenture such Security shall be
deemed never to have been authenticated and delivered hereunder and shall never
be entitled to the benefits of this Indenture.

 

SECTION 304      Temporary Securities.

 

Pending the preparation of definitive Securities
of any series, the Company may execute, and upon Company Order the Trustee shall
authenticate and deliver, temporary Securities which are printed, lithographed,
typewritten, mimeographed or otherwise produced, in any authorized denomination,
substantially of the tenor of the definitive Securities in lieu of which they
are issued and with such appropriate insertions, omissions, substitutions and
other variations as the officers executing such Securities may determine, as
evidenced by their execution of such Securities.

 

If temporary Securities of any series are issued,
the Company will cause definitive Securities of that series to be prepared
without unreasonable delay.  After the preparation of definitive Securities
of such series, the temporary Securities of such series shall be exchangeable
for definitive Securities of such series upon surrender of the temporary
Securities of such series at the office or agency of the Company in a Place of
Payment for that series, without charge to the Holder.  Upon surrender for
cancellation of any one or more temporary Securities of any series, the Company
shall execute and the Trustee shall authenticate and deliver in exchange
therefor one or more definitive Securities of the same series, of any authorized
denominations and of like tenor and aggregate principal amount.  Until so
exchanged, the temporary Securities of any series shall in all respects be
entitled to the same benefits under this Indenture as definitive Securities of
such series and tenor.

 

13









 

SECTION 305      Registration, Registration of
Transfer and Exchange.

 

The Company shall cause to be kept at the
Corporate Trust Office of the Trustee a register (the register maintained in
such office and in any other office or agency of the Company in a Place of
Payment being herein sometimes collectively referred to as the "Security
Register") in which, subject to such reasonable regulations as it may prescribe,
the Company shall provide for the registration of Securities and of transfers of
Securities.  The Trustee is hereby appointed "Security Registrar" for the
purpose of registering Securities and transfers of Securities as herein
provided.

 

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

 

At the option of the Holder, Securities of any
series may be exchanged for other Securities of the same series, of any
authorized denominations and of like tenor and aggregate principal amount, upon
surrender of the Securities to be exchanged at such office or agency. 
Whenever any Securities are so surrendered for exchange, the Company shall
execute and the Trustee shall authenticate and deliver the Securities which the
Holder making the exchange is entitled to receive.

 

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

 

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

 

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

 

If the Securities of any series (or of any series
and specified tenor) are to be redeemed in part, the Company shall not be
required (A) to issue, register the transfer of or exchange any Securities
of that series (or of that series and specified tenor, as the case may be)
during a period beginning at the opening of business 15 days before the day of
the mailing of a notice of redemption of any such Securities selected for
redemption under Section 1103 and ending at the close of business on the
day of such mailing, or (B) to register the transfer of or exchange any
Security so selected for redemption in whole or in part, except the unredeemed
portion of any Security being redeemed in part.

 

The provisions of clauses (1), (2), (3) and
(4) below shall apply only to Global Securities:

 

(1)           Each
Global Security authenticated under this Indenture shall be registered in the
name of the Depositary designated for such Global Security or a nominee thereof
and delivered to such Depositary or a nominee thereof or custodian therefor, and
each such Global Security shall constitute a single Security for all purposes of
this Indenture.

 

(2)          
Notwithstanding any other provision in this Indenture, no Global Security
may be exchanged in whole or in part for Securities registered, and no transfer
of a Global Security in whole or in part may be registered, in the name of any
Person other than the Depositary for such Global Security or a nominee thereof
unless (A) such Depositary (i) has notified the Company that it is
unwilling or unable to continue as Depositary for such Global Security or
(ii) has ceased to be a clearing agency registered under the Exchange Act,
and in either case the Company fails to appoint a successor Depositary within 90
days, (B) there shall have occurred and be continuing 

 

14









 

an Event
of Default with respect to such Global Security and the Depositary shall have
notified the Trustee of its decision to exchange such Global Security for
Securities in certificated form or (C) there shall exist such
circumstances, if any, in addition to or in lieu of the foregoing as have been
specified for this purpose as contemplated by Section 301.

 

(3)          
Subject to clause (2) above, any exchange of a Global Security for
other Securities may be made in whole or in part, and all Securities issued in
exchange for a Global Security or any portion thereof shall be registered in
such names as the Depositary for such Global Security shall direct.

 

(4)           Every
Security authenticated and delivered upon registration of transfer of, or in
exchange for or in lieu of, a Global Security or any portion thereof, whether
pursuant to this Section, Section 304, 306, 906 or 1107 or otherwise, shall
be authenticated and delivered in the form of, and shall be, a Global Security,
unless such Security is registered in the name of a Person other than the
Depositary for such Global Security or a nominee thereof.

 

SECTION 306      Mutilated, Destroyed, Lost and
Stolen 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 the same series and of like tenor
and principal amount and bearing a number not contemporaneously
outstanding.

 

If there shall be delivered to the Company and the
Trustee (i) evidence to their satisfaction of the destruction, loss or
theft of any Security and (ii) such security or indemnity as may be
required by them to save each of them and any agent of either of them harmless
from any loss that any of them may suffer if a Security is replaced, 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 the Trustee
shall authenticate and deliver, in lieu of any such destroyed, lost or stolen
Security, a new Security of the same series and 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 or is to be
converted, the Company in its discretion may, instead of issuing a new Security,
pay or authorize the conversion of such Security (without surrender thereof save
in the case of a mutilated 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 of any series 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 of that series 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, payment or conversion of mutilated, destroyed, lost
or stolen Securities.

 

SECTION 307      Payment of Interest; Interest
Rights Preserved.

 

Except as otherwise provided as contemplated by
Section 301 with respect to any series of Securities, interest on any
Security which is payable, and is promptly paid or duly provided for, on any
Interest Payment Date shall be paid to the Person in whose name that Security
(or one or more Predecessor Securities) is registered at the close of business
on the Regular Record Date for such interest.

 

Any interest on any Security of any series which
is payable, but is not promptly paid or duly provided for, on any Interest
Payment Date (herein called "Defaulted Interest") shall forthwith cease to be
payable to the Holder

 

15









 

on the relevant Regular Record Date by virtue of
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 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 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 equal to the aggregate amount proposed to be
paid in respect of such Defaulted Interest or shall make arrangements
satisfactory to the Trustee for such deposit prior to the date of the proposed
payment, such money when deposited to be held in trust for the benefit of the
Persons entitled to such Defaulted Interest as in this clause provided. 
Thereupon the Trustee shall fix a Special Record Date for the payment of such
Defaulted Interest which shall be not more than 15 days and not less than 10
days prior to the date of the proposed payment and not less than 10 days after
the receipt by the Trustee of the notice of the proposed payment.  The
Trustee shall promptly notify the Company of such Special Record Date and, in
the name and at the expense of the Company, shall cause notice of the proposed
payment of such Defaulted Interest and the Special Record Date therefor to be
given to each Holder of Securities of such series in the manner set forth in
Section 106, not less than 10 days prior to such Special Record Date. 
Notice of the proposed payment of such Defaulted Interest and the Special Record
Date therefor having been so mailed, such Defaulted Interest shall be paid to
the Persons in whose names the Securities of such series (or their respective
Predecessor Securities) are registered at the close of business on such Special
Record Date and shall no longer be payable pursuant to the following clause
(2).

 

(2)           The
Company may make payment of any Defaulted Interest on the Securities of any
series in any other lawful manner not inconsistent with the requirements of any
securities exchange on which such Securities may be listed, and upon such notice
as may be required by such exchange, if, after notice given by the Company to
the Trustee of the proposed payment pursuant to this clause, such manner of
payment shall be deemed practicable by the Trustee.

 

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

 

SECTION 308      Persons Deemed Owners.

 

Prior to due presentment of a Security for
registration of transfer, the Company, the Trustee and any agent of the Company
or the Trustee may treat the Person in whose name such Security is registered as
the owner of such Security for the purpose of receiving payment of principal of
and any premium and (subject to Section 307) any interest on such Security
and for all other purposes whatsoever, whether or not such 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.

 

SECTION 309      Cancellation.

 

All Securities surrendered for payment,
redemption, purchase, registration of transfer or exchange or for credit against
any sinking fund payment shall, if surrendered to any Person other than the
Trustee, be delivered to the Trustee and shall be promptly cancelled by
it.  The Company may at any time deliver to the Trustee for cancellation
any Securities previously authenticated and delivered hereunder which the
Company may have acquired in any manner whatsoever, and may deliver to the
Trustee (or to any other Person for delivery to the Trustee) for cancellation
any Securities previously authenticated hereunder which the Company has not
issued and sold, and all Securities so delivered shall be promptly cancelled by
the Trustee.  No Securities shall be authenticated in lieu of or in
exchange for any Securities cancelled as provided in this Section, except as
expressly permitted by this Indenture.  All cancelled Securities held by
the Trustee shall be disposed of as directed by a Company Order.

 

16









 

SECTION 310      Computation of Interest.

 

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

 

ARTICLE
FOUR
SATISFACTION AND DISCHARGE

 

SECTION 401      Satisfaction and Discharge of
Indenture.

 

This Indenture shall upon Company Request cease to
be of further effect with respect to the Securities of any series, 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
Securities of such series theretofore authenticated and delivered (other than
(i) Securities of such series which have been destroyed, lost or stolen and
which have been replaced or paid as provided in Section 306 and
(ii) Securities of such series for whose payment money has 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 for cancellation; or

 

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

 

(i)           
have become due and payable,

 

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

 

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

 

and the Company, in the case of (i), (ii) or
(iii) above, has irrevocably deposited or caused to be deposited with the
Trustee as trust funds in trust for the purpose money in an amount sufficient,
without consideration of any reinvestment of interest, to pay and discharge the
entire indebtedness on such Securities not theretofore delivered to the Trustee
for cancellation, for principal and any premium and interest to the date of such
deposit (in the case of Securities which have become due and payable) or to the
Stated Maturity or Redemption Date, as the case may be;

 

(2)           the
Company has paid or caused to be paid all other sums payable hereunder by the
Company with respect to the Securities of such series; 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 with respect to the
Securities of such series have been complied with.

 

Notwithstanding the satisfaction and discharge of
this Indenture, the obligations of the Company to the Trustee under
Section 607, any surviving rights of conversion, the obligations of the
Trustee to any Authenticating Agent under Section 614 and, if money shall
have been deposited with the Trustee pursuant to subclause (B) of clause
(1) of this Section, the obligations of the Trustee under Section 402
and the last paragraph of Section 1003 shall survive.

 

17









 

SECTION 402      Application of Trust Money.

 

Subject to the provisions of the last paragraph of
Section 1003, all money deposited with the Trustee pursuant to
Section 401 shall be held in trust and applied by it, in accordance with
the provisions of the Securities 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 any premium and interest for whose payment such money has been
deposited with the Trustee.

 

ARTICLE
FIVE
REMEDIES

 

SECTION 501      Events of Default.

 

"Event of Default", wherever used herein with
respect to Securities of any series, means any one of the following events
(whatever the reason for such Event of Default and whether it shall be voluntary
or involuntary or be effected by operation of law or pursuant to any judgment,
decree or order of any court or any order, rule or regulation of any
administrative or governmental body):

 

(1)          
default in the payment of any interest upon any Security of that series
when it becomes due and payable, and continuance of such default for a period of
30 days;

 

(2)          
default in the payment of the principal of or any premium on any Security
of that series at its Maturity;

 

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

 

(4)          
default in the performance, or breach, of any covenant of the Company in
Article Eight of this Indenture;

 

(5)          
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 series of Securities other than that series), and continuance of such
default or breach for a period of 60 days after there has been given, by
registered or certified mail, to the Company by the Trustee or to the Company
and the Trustee by the Holders of at least 25% in principal amount of the
Outstanding Securities of that series a written notice specifying such default
or breach and requiring it to be remedied and stating that such notice is a
"Notice of Default" hereunder;

 

(6)           debt
of the Company or any Significant Subsidiary is not paid within any applicable
grace period after final maturity or is accelerated by the holders thereof
because of a default and the total amount of such Indebtedness unpaid or
accelerated exceeds $10.0 million, or its foreign currency equivalent at the
time;

 

(7)           any
judgment or decree for the payment of money in excess of $10.0 million or its
foreign currency equivalent at the time it is entered against the Company or any
Significant Subsidiary, remains outstanding for a period of 60 consecutive days
following the entry of such judgment or decree and is not discharged, waived or
the execution thereof stayed;

 

(8)           the
entry by a court having jurisdiction in the premises of (A) a decree or
order for relief in respect of the Company or any Significant Subsidiary 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 or any Significant Subsidiary bankrupt or insolvent, or
approving as properly filed a petition seeking reorganization, arrangement,
adjustment or composition of or in respect of the Company or any Significant
Subsidiary under any applicable Federal or State law, or appointing a custodian,
receiver, liquidator, assignee, trustee, sequestrator or other similar official
of the Company or any Significant Subsidiary or of any substantial part 

 

18









 

of its or
their property, or ordering the winding up or liquidation of its or their
affairs, and the continuance of any such decree or order for relief or any such
other decree or order unstayed and in effect for a period of 60 consecutive
days;

 

(9)           the
commencement by the Company or any Significant Subsidiary 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 or them to the entry
of a decree or order for relief in respect of the Company or any Significant
Subsidiary 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
them, or the filing by it or them of a petition or answer or consent seeking
reorganization or relief under any applicable Federal or State law, or the
consent by it or them to the filing of such petition or to the appointment of or
taking possession by a custodian, receiver, liquidator, assignee, trustee,
sequestrator or other similar official of the Company or any Significant
Subsidiary or of any substantial part of its or their property, or the making by
it or them of an assignment for the benefit of creditors, or the admission by it
or them in writing of its or their inability to pay its or their debts generally
as they become due, or the taking of corporate action by the Company or any
Significant Subsidiary in furtherance of any such action; or

 

(10)         any other Event
of Default provided with respect to Securities of that series.

 

SECTION 502      Acceleration of Maturity;
Rescission and Annulment.

 

If an Event of Default (other than an Event of
Default with respect to the Company specified in Section 501(8) or
501(9)) with respect to Securities of any series at the time Outstanding occurs
and is continuing, then in every such case the Trustee or the Holders of not
less than 25% in principal amount of the Outstanding Securities of that series
may declare the principal amount of all the Securities of that series (or, if
any Securities of that series are Original Issue Discount Securities, such
portion of the principal amount of such Securities as may be specified by the
terms thereof) to be due and payable immediately, by a notice in writing to the
Company (and to the Trustee if given by Holders), and upon any such declaration
such principal amount (or specified amount) shall become immediately due and
payable.  If an Event of Default with respect to the Company specified in
Section 501(8) or 501(9) with respect to Securities of any series
at the time Outstanding occurs, the principal amount of all the Securities of
that series (or, if any Securities of that series are Original Issue Discount
Securities, such portion of the principal amount of such Securities as may be
specified by the terms thereof) shall automatically, and without any declaration
or other action on the part of the Trustee or any Holder, become immediately due
and payable.

 

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

 

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

 

(C)           to
the extent that payment of such interest is lawful, interest upon overdue
interest at the rate or rates prescribed therefor in such 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

 

19









 

(2)           all
Events of Default with respect to Securities of that series, other than the
non-payment of the principal of Securities of that series which has 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 interest on any 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 Security at the Maturity thereof,

 

the Company will, upon demand of the Trustee, pay
to it, for the benefit of the Holders of such Securities, the whole amount then
due and payable on such Securities for principal and any premium and interest
and, to the extent that payment of such interest shall be legally enforceable,
interest on any overdue principal and premium and on any overdue interest, at
the rate or rates prescribed therefor in such 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 an Event of Default with respect to Securities
of any series occurs and is continuing, the Trustee may in its discretion
proceed to protect and enforce its rights and the rights of the Holders of
Securities of such series by such appropriate judicial proceedings as the
Trustee shall deem most effectual to protect and enforce any such rights,
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 any judicial proceeding relative to the
Company or any other obligor upon the Securities, or the property or creditors
of the Company or any other obligor upon the Securities, the Trustee shall be
entitled and empowered, by intervention in such proceeding or otherwise, to take
any and all actions authorized under the Trust Indenture Act in order to have
claims of the Holders and the Trustee allowed in any such proceeding.  In
particular, the Trustee shall be authorized to collect and receive any moneys or
other property payable or deliverable on any such claims and to distribute the
same; and any custodian, receiver, assignee, trustee, liquidator, sequestrator
or other similar official in any such judicial proceeding is hereby authorized
by each Holder to make such payments to the Trustee and, in the event that the
Trustee shall consent to the making of such payments directly to the Holders, to
pay to the Trustee any amount due it for the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel, and any other
amounts due the Trustee under Section 607.

 

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

 

SECTION 505      Trustee May Enforce Claims
Without Possession of Securities.

 

All rights of action and claims under this
Indenture or the Securities may be prosecuted and enforced by the Trustee
without the possession of any of the Securities or the production thereof in any
proceeding relating thereto, 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, 

 

20









 

disbursements and advances of the Trustee, its
agents and counsel, be for the ratable benefit of the Holders of the Securities
in respect of which such judgment has been recovered.

 

SECTION 506      Application of Money
Collected.

 

Any money collected by the Trustee pursuant to
this Article shall be applied in the following order, at the date or dates
fixed by the Trustee and, in case of the distribution of such money on account
of principal or any premium or interest, upon presentation of the Securities 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 any premium and interest on
the Securities in respect of which or for the benefit of which such money has
been collected, ratably, without preference or priority of any kind, according
to the amounts due and payable on such Securities for principal and any premium
and interest, respectively; and

 

THIRD: The balance, if
any, to the Company or to such other Person as a court of competent jurisdiction
shall direct.

 

SECTION 507      Limitation on Suits.

 

No Holder of any Security of any series 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 Securities of that series;

 

(2)           the
Holders of not less than 25% in principal amount of the Outstanding Securities
of that 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 security or 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
security or 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 Securities of that 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 of such Holders, or to obtain or to seek to
obtain priority or preference over any other of such Holders or to enforce any
right under this Indenture, except in the manner herein provided and for the
equal and ratable benefit of all of such Holders.

 

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

 

Notwithstanding any other provision in this
Indenture, the Holder of any Security shall have the right, which is absolute
and unconditional, to receive payment of the principal of and any premium and
(subject to Section 307) interest on such Security on the respective Stated
Maturities expressed in such Security (or, in the case of redemption or offer by
the Company to purchase the Securities pursuant to the terms of this Indenture,
on the Redemption Date or purchase date, as applicable) and, if applicable, to
convert such Security in accordance with its 

 

21









 

terms, and to institute suit for the enforcement
of any such right, and such rights shall not be impaired without the consent of
such Holder.

 

SECTION 509      Restoration of Rights and
Remedies.

 

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

 

SECTION 510      Rights and Remedies
Cumulative.

 

Except as otherwise provided with respect to the
replacement or payment of mutilated, destroyed, lost or stolen Securities in the
last paragraph of 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 Securities 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.

 

The Holders of a majority in principal amount of
the Outstanding 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 Securities of such series, provided that

 

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

 

(2)           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 Securities of any series may on behalf of
the Holders of all the Securities of such series 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 any premium or interest on any Security of
such series (including any Security which is required to have been purchased by
the Company pursuant to an offer to purchase by the Company made pursuant to the
terms of this Indenture), or

 

(2)           in
respect of a covenant or provision hereof that under Article Nine cannot be
modified or amended without the consent of the Holder of each Outstanding
Security of such series.

 

22









 

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.

 

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

 

SECTION 515      Waiver of Usury, 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 usury, stay or
extension law wherever enacted, now or at any time hereafter in force, which may
affect the covenants or the performance of this Indenture; and the Company (to
the extent that it may lawfully do so) hereby expressly waives all benefit or
advantage of any such law and covenants that it will not hinder, delay or impede
the execution of any 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.

 

The duties and responsibilities of the Trustee
shall be as expressly set forth in this Indenture and as provided by the Trust
Indenture Act.  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 Defaults.

 

If a default occurs hereunder with respect to
Securities of any series, the Trustee shall give the Holders of 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(5) with respect to 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 Securities of such
series.

 

SECTION 603      Certain Rights of Trustee.

 

Subject to the provisions of
Section 601:

 

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

 

23









 

(2)           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;

 

(3)          
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;

 

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

 

(5)           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
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;

 

(6)           the
Trustee shall not be bound to make any investigation into the facts or matters
stated in any resolution, certificate, statement, instrument, opinion, report,
notice, request, direction, consent, order, bond, debenture, note, other
evidence of indebtedness or other paper or document, but the Trustee, in its
discretion, may make such further inquiry or investigation into such facts or
matters as it may see fit, and, if the Trustee shall determine to make such
further inquiry or investigation, it shall be entitled to examine the books,
records and premises of the Company, personally or by agent or attorney;
and

 

(7)           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.

 

SECTION 604      Not Responsible for Recitals or
Issuance of Securities.

 

The recitals contained herein and in the
Securities, except the Trustee's certificates of authentication, shall be taken
as the statements of the Company and neither the Trustee nor any Authenticating
Agent assumes any responsibility for their correctness.  The Trustee makes
no representations as to the validity or sufficiency of this Indenture or of the
Securities.  Neither the Trustee nor any Authenticating Agent shall be
accountable for the use or application by the Company of Securities or the
proceeds thereof.

 

SECTION 605      May Hold Securities.

 

The Trustee, any Authenticating Agent, any Paying
Agent, any Security Registrar or any other agent of the Company, in its
individual or any other capacity, may become the owner or pledgee of Securities
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, Authenticating Agent,
Paying Agent, Security Registrar or such other agent.

 

SECTION 606      Money Held in Trust.

 

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

 

SECTION 607      Compensation and
Reimbursement.

 

The Company agrees

 

24









 

(1)           to
pay to the Trustee from time to time reasonable compensation for all services
rendered by it hereunder (which compensation shall not be limited by any
provision of law in regard to the compensation of a trustee of an express
trust);

 

(2)          
except as otherwise expressly provided herein, to reimburse the Trustee
upon its request for all reasonable expenses, disbursements and advances
incurred or made by the Trustee in accordance with any provision of this
Indenture (including the reasonable compensation and the expenses and
disbursements of its agents and counsel), except any such expense, disbursement
or advance as may be attributable to its 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 the trust or trusts
hereunder, including the 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.

 

SECTION 608      Conflicting Interests.

 

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

 

SECTION 609      Corporate Trustee Required;
Eligibility.

 

There shall at all times be one (and only one)
Trustee hereunder with respect to the Securities of each series, which may be
Trustee hereunder for Securities of one or more other series.  Each Trustee
shall be a Person that is eligible pursuant to the Trust Indenture Act to act as
such, and has a combined capital and surplus of at least $50,000,000. If any
such Person publishes reports of condition at least annually, pursuant to law or
to the requirements of its supervising or examining authority, then for the
purposes of this Section and to the extent permitted by the Trust Indenture
Act, the combined capital and surplus of such Person 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 with respect to the Securities of
any series 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

 

No resignation or removal of the Trustee and no
appointment of a successor Trustee pursuant to this Article shall become
effective until the acceptance of appointment by the successor Trustee in
accordance with the applicable requirements of Section 611.

 

The Trustee may resign at any time with respect to
the Securities of one or more series by giving written notice thereof to the
Company.  If the instrument of acceptance by a successor Trustee required
by Section 611 shall not have been delivered to the Trustee within 30 days
after the giving of such notice of resignation, the resigning Trustee may
petition any court of competent jurisdiction for the appointment of a successor
Trustee with respect to the Securities of such series.

 

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

 

If at any time:

 

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

 

25









 

(2)          
the Trustee shall cease to be eligible under Section 609 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 or shall be adjudged a bankrupt or
insolvent or a receiver of the Trustee or of its property shall be appointed or
any public officer shall take charge or control of the Trustee or of its
property or affairs for the purpose of rehabilitation, conservation or
liquidation,

 

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

 

If the Trustee shall resign, be removed or become
incapable of acting, or if a vacancy shall occur in the office of Trustee for
any cause, with respect to the Securities of one or more series, the Company, by
a Board Resolution, shall promptly appoint a successor Trustee or Trustees with
respect to the Securities of that or those series (it being understood that any
such successor Trustee may be appointed with respect to the Securities of one or
more or all of such series and that at any time there shall be only one Trustee
with respect to the Securities of any particular series) 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 Securities of any series shall be
appointed by Act of the Holders of a majority in principal amount of the
Outstanding Securities of such series delivered to the Company and the retiring
Trustee, the successor Trustee so appointed shall, forthwith upon its acceptance
of such appointment in accordance with the applicable requirements of
Section 611, become the successor Trustee with respect to the Securities of
such series and to that extent supersede the successor Trustee appointed by the
Company.  If no successor Trustee with respect to the Securities of any
series shall have been so appointed by the Company or the Holders and accepted
appointment in the manner required by Section 611, any Holder who has been
a bona fide Holder of a Security of such series for at least six months may, on
behalf of himself and all others similarly situated, petition any court of
competent jurisdiction for the appointment of a successor Trustee with respect
to the Securities of such series.

 

The Company shall give notice of each resignation
and each removal of the Trustee with respect to the Securities of any series and
each appointment of a successor Trustee with respect to the Securities of any
series to all Holders of Securities of such series in the manner provided in
Section 106. Each notice shall include the name of the successor Trustee
with respect to the Securities of such series and the address of its Corporate
Trust Office.

 

SECTION 611      Acceptance
of Appointment by Successor.

 

In case of the appointment hereunder of a
successor Trustee with respect to all Securities, every such successor Trustee
so appointed shall execute, acknowledge and deliver to the Company and to the
retiring Trustee an instrument accepting such appointment, and thereupon the
resignation or removal of the retiring Trustee shall become effective and such
successor Trustee, without any further act, deed or conveyance, shall become
vested with all the rights, powers, trusts and duties of the retiring Trustee;
but, on the request of the Company 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.

 

In case of the appointment hereunder of a
successor Trustee with respect to the Securities of one or more (but not all)
series, the Company, the retiring Trustee and each successor Trustee with
respect to the Securities of one or more series shall execute and deliver an
indenture supplemental hereto wherein each successor Trustee shall accept such
appointment and which (1) shall contain such provisions as shall be
necessary or desirable to transfer and confirm to, and to vest in, each
successor Trustee all the rights, powers, trusts and duties of the retiring
Trustee with respect to the Securities of that or those series to which the
appointment of such successor Trustee relates, (2) if the retiring Trustee
is not retiring with respect to all Securities, shall contain such provisions as
shall be deemed necessary or desirable to confirm that all the rights, powers,
trusts and duties of the retiring Trustee with respect to the Securities of that
or those series as to which the retiring Trustee is not retiring shall continue
to be vested in the retiring Trustee, and (3) shall add to or change any of
the provisions of this Indenture as shall be necessary to provide for or
facilitate the administration of the trusts hereunder by more than one Trustee,
it being understood that 

 

26









 

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 the resignation or removal of
the retiring Trustee shall become effective to the extent provided therein and
each such successor Trustee, without any further act, deed or conveyance, shall
become vested with all the rights, powers, trusts and duties of the retiring
Trustee with respect to the Securities of that or those series to which the
appointment of such successor Trustee relates; but, on request of the Company or
any successor Trustee, such retiring Trustee shall duly assign, transfer and
deliver to such successor Trustee all property and money held by such retiring
Trustee hereunder with respect to the Securities of that or those series to
which the appointment of such successor Trustee relates.

 

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 the first or second preceding paragraph, as the case may
be.

 

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 Person into which the Trustee may be merged or
converted or with which it may be consolidated, or any Person resulting from any
merger, conversion or consolidation to which the Trustee shall be a party, or
any Person succeeding to all or substantially all the corporate trust business
of the Trustee, shall be the successor of the Trustee hereunder, provided such
Person shall be otherwise qualified and eligible under this Article, without the
execution or filing of any paper or any further act on the part of any of the
parties hereto.  As soon as practicable, the successor Trustee shall mail a
notice of its succession to the Company and the Holders of the Securities then
Outstanding.  In case any Securities shall have been authenticated, but not
delivered, by the Trustee then in office, any successor by merger, conversion or
consolidation to such authenticating Trustee may adopt such authentication and
deliver the Securities so authenticated with the same effect as if such
successor Trustee had itself authenticated such Securities.

 

SECTION 613     
Preferential Collection of Claims Against Company.

 

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

 

SECTION 614     
Appointment of Authenticating Agent.

 

The Trustee may appoint an Authenticating Agent or
Agents with respect to one or more series of Securities which shall be
authorized to act on behalf of the Trustee to authenticate Securities of such
series issued upon original issue and upon exchange, registration of transfer,
conversion or partial redemption thereof or pursuant to Section 306, and
Securities so authenticated shall be entitled to the benefits of this Indenture
and shall be valid and obligatory for all purposes as if authenticated by the
Trustee hereunder.  Wherever reference is made in this Indenture to the
authentication and delivery of Securities by the Trustee or the Trustee's
certificate of authentication, such reference shall be deemed to include
authentication and delivery on behalf of the Trustee by an Authenticating Agent
and a certificate of authentication executed on behalf of the Trustee by an
Authenticating Agent.  Each Authenticating Agent shall be acceptable to the
Company and shall at all times be a Person organized and doing business under
the laws of the United States of America, any State thereof or the District of
Columbia, authorized under such laws to act as Authenticating Agent, having a
combined capital and surplus of not less than $50,000,000 and subject to
supervision or examination by Federal or State authority.  If such
Authenticating Agent publishes reports of condition at least annually, pursuant
to law or to the requirements of said supervising or examining authority, then
for the purposes of this Section, the combined capital and surplus of such
Authenticating Agent shall be deemed to be its combined capital and surplus as
set forth in its most recent report of condition so published.  If at any
time an Authenticating Agent shall cease to be eligible in accordance with the
provisions of this Section, such Authenticating Agent shall resign immediately
in the manner and with the effect specified in this Section.

 

27









 

Any Person into which an Authenticating Agent may
be merged or converted or with which it may be consolidated, or any Person
resulting from any merger, conversion or consolidation to which such
Authenticating Agent shall be a party, or any Person succeeding to the corporate
agency or corporate trust business of an Authenticating Agent, shall continue to
be an Authenticating Agent, provided such Person shall be otherwise eligible
under this Section, without the execution or filing of any paper or any further
act on the part of the Trustee or the Authenticating Agent.

 

An Authenticating Agent may resign at any time by
giving written notice thereof to the Trustee and to the Company.  The
Trustee may at any time terminate the agency of an Authenticating Agent by
giving written notice thereof to such Authenticating Agent and to the
Company.  Upon receiving such a notice of resignation or upon such a
termination, or in case at any time such Authenticating Agent shall cease to be
eligible in accordance with the provisions of this Section, the Trustee may
appoint a successor Authenticating Agent which shall be acceptable to the
Company and shall give notice of such appointment in the manner provided in
Section 106 to all Holders of Securities of the series with respect to
which such Authenticating Agent will serve.  Any successor Authenticating
Agent upon acceptance of its appointment hereunder shall become vested with all
the rights, powers and duties of its predecessor hereunder, with like effect as
if originally named as an Authenticating Agent.  No successor
Authenticating Agent shall be appointed unless eligible under the provisions of
this Section.

 

The Trustee agrees to pay to each Authenticating
Agent from time to time reasonable compensation for its services under this
Section, and the Trustee shall be entitled to be reimbursed for such payments,
subject to the provisions of Section 607.

 

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

 

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

 


	
       
	
       
	

[                    ],

	
       
	
       
	
      As Trustee

	
       
	
       
	
       

	
       
	
       
	
       

	
       
	
      By:
	
       

	
       
	
       
	
      As Authenticating
      Agent

	
       
	
       
	
       

	
       
	
       
	
       

	
       
	
      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 the Securities of each series:

 


(1)          
not more than 10 days after each record date with respect to the payment of
interest, if any, a list, in such form as the Trustee may reasonably require, of
the names and addresses of the Holders of Securities of such series as of such
record date, 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 

 

28











 

the time
such list is furnished; excluding from any such list names and addresses
received by the Trustee in its capacity as Security Registrar.

 

SECTION 702     
Preservation of Information; Communications to Holders.

 

The Trustee shall preserve, in as current a form
as is reasonably practicable, the names and addresses of Holders contained in
the most recent list furnished to the Trustee as provided in Section 701
and the names and addresses of Holders received by the Trustee in its capacity
as Security Registrar.  The Trustee may destroy any list furnished to it as
provided in Section 701 upon receipt of a new list so furnished.

 

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

 

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

 

SECTION 703      Reports by
Trustee.

 

The Trustee shall transmit to Holders such reports
concerning the Trustee and its actions under this Indenture as may be required
pursuant to the Trust Indenture Act at the times and in the manner provided
pursuant thereto.

 

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 Securities are listed, with the Commission and with the
Company.  The Company will notify the Trustee when any 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 times and in the manner provided pursuant to such Act;
provided that any such information, documents or reports required to be filed
with the Commission pursuant to Section 13 or 15(d) of the Exchange
Act 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, in a single transaction or
a series of related transactions, consolidate with or merge into any other
Person or permit any other Person to consolidate with or merge into the Company
or, directly or indirectly, transfer, convey, sell, lease or otherwise dispose
of all or substantially all of its assets, unless:

 

(1)          
in a transaction in which the Company does not survive or in which the Company
transfers, conveys, sells, leases or otherwise disposes of all or substantially
all of its assets, the successor entity (a "Successor Company") shall be a
corporation, partnership, trust or other entity organized and validly existing
under the laws of the United States of America, any State thereof or the
District of Columbia, and shall expressly assume, by an indenture supplemental
hereto, executed and delivered to the Trustee, in form satisfactory to the
Trustee, the due and prompt payment of the principal of and any premium and
interest on all the Securities and the performance or observance of every
covenant of this Indenture on the part of the Company to be performed or
observed;

 

(2)          
immediately after giving pro forma effect to such transaction and treating any
indebtedness which becomes an obligation of the Company or any Subsidiary as a
result of such transaction as 

 

29









 

having
been incurred by the Company or such Subsidiary at the time of 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;

 

(3)          
if, as a result of any such consolidation or merger or such transfer,
conveyance, sale, lease or other disposition, properties or assets of the
Company would become subject to a mortgage, pledge, lien, security interest or
other encumbrance which would not be permitted by this Indenture, the Company or
the Successor Company, as the case may be, shall take such steps as shall be
necessary effectively to secure the Securities equally and ratably with (or
prior to) all indebtedness secured thereby;

 

(4)          
any other conditions provided pursuant to Section 301 with respect to the
Securities of a series are satisfied; and

 

(5)          
the Company has delivered to the Trustee an Officers' Certificate and an Opinion
of Counsel, each stating that such consolidation, merger, transfer, conveyance,
sale, lease or other disposition and, if a supplemental indenture is required in
connection with such transaction, such supplemental indenture comply with this
Article and that all conditions precedent herein provided for relating to
such transaction have been complied with.

 

SECTION 802      Successor
Substituted.

 

Upon any consolidation of the Company with, or
merger of the Company into, any other Person or any transfer, conveyance, sale,
lease or other disposition of all or substantially all of the assets of the
Company in accordance with Section 801, the Successor Company 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 Person
had been named as the Company herein, and thereafter, except in the case of a
lease, the predecessor Person shall be relieved of all obligations and covenants
under this Indenture and the Securities.

 

ARTICLE
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 Person to the Company and the assumption
by any such successor of the covenants of the Company herein and in the
Securities;

 

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

 

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

 

(4)          
to add to or change any of the provisions of this Indenture to such extent as
shall be necessary to permit or facilitate the issuance of Securities in bearer
form, registrable or not registrable as to principal, and with or without
interest coupons, or to permit or facilitate the issuance of Securities in
uncertificated form;

 

30









 

(5)          
to add to, change or eliminate any of the provisions of this Indenture in
respect of one or more series of Securities, provided that any such addition,
change or elimination (A) shall neither (i) apply to any Security of
any series created prior to the execution of such supplemental indenture and
entitled to the benefit of such provision nor (ii) modify the rights of the
Holder of any such Security with respect to such provision or (B) shall
become effective only when there is no such Security Outstanding;

 

(6)          
to secure the Securities;

 

(7)          
to establish the form or terms of Securities of any series as permitted by
Sections 201 and 301;

 

(8)          
to evidence and provide for the acceptance of appointment hereunder by a
successor Trustee with respect to the Securities of one or more series and to
add to or change any of the provisions of this Indenture as shall be necessary
to provide for or facilitate the administration of the trusts hereunder by more
than one Trustee, pursuant to the requirements of Section 611;

 

(9)          
to cure any ambiguity, to correct or supplement any provision herein which may
be defective or inconsistent with any other provision herein; or

 

(10)         to
make any other provisions with respect to matters or questions arising under
this Indenture, provided that such action pursuant to this clause
(10) shall not adversely affect the interests of the Holders of Securities
of any series 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 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
of the Holders of Securities of such series under this Indenture; provided,
however, that no such supplemental indenture shall, without the consent of the
Holder of each Outstanding Security affected thereby:

 

(1)          
change the Stated Maturity of the principal of, or any installment of principal
of or interest on, any Security, or reduce the principal amount thereof or the
rate of interest thereon or any premium payable upon the redemption thereof, or
reduce the amount of the principal of an Original Issue Discount Security or any
other Security which would be due and payable upon a declaration of acceleration
of the Maturity thereof pursuant to Section 502, or change any Place of
Payment where, or the coin or currency in which, any Security or any premium or
interest thereon is payable, or impair the right to institute suit for the
enforcement of (a) any such payment on or after the Stated Maturity thereof
(or, in the case of redemption, on or after the Redemption Date or in the case
of an offer to purchase Securities which has been made pursuant to a covenant
contained in this Indenture, on or after the applicable purchase date) or
(b) any conversion right with respect to any Security, or modify the
provisions of this Indenture with respect to the conversion of the Securities,
in a manner adverse to the Holders;

 

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

 

(3)          
modify any of the provisions of this Section, Section 513 or
Section 1009, 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 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 1009, or the deletion
of this proviso, in accordance with the requirements of Sections 611 and 901(8);
or

 

31









 

(4)          
following the making of an offer to purchase Securities from any Holder which
has been made pursuant to a covenant contained in this Indenture, modify the
provisions of this Indenture with respect to such offer to purchase in a manner
adverse to such Holder.

 

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

 

It shall not be necessary for any Act of Holders
under this Section to approve the particular form of any proposed
supplemental indenture, but it shall be sufficient if such Act shall approve the
substance thereof.

 

SECTION 903      Execution
of Supplemental Indentures.

 

In executing, or accepting the additional trusts
created by, any supplemental indenture permitted by this Article or the
modifications thereby of the trusts created by this Indenture, the Trustee shall
be entitled to receive, and (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 Securities theretofore or thereafter authenticated
and delivered hereunder 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.

 

SECTION 906      Reference
in Securities to Supplemental Indentures.

 

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

 

ARTICLE
TEN

COVENANTS

 

SECTION 1001   Payment of Principal,
Premium and Interest.

 

The Company covenants and agrees for the benefit
of each series of Securities that it will duly and promptly pay the principal of
and any premium and interest on the Securities of that series in accordance with
the terms of the Securities and this Indenture.  Principal, premium, if
any, and interest shall be considered paid on the date due if the Paying Agent,
if other than the Company or a Subsidiary thereof, holds as of 11:00 A.M.,
New York City time, on the due date money deposited by the Company in
immediately available funds and designated for and sufficient to pay all
principal, premium, if any, and interest then due.

 

32









 

SECTION 1002   Maintenance of Office or
Agency.

 

The Company will maintain in each Place of Payment
for any series of Securities an office or agency where Securities of that series
may be presented or surrendered for payment or, if applicable, for conversion,
where Securities of that series may be surrendered for registration of transfer
or exchange and where notices and demands to or upon the Company in respect of
the Securities of that series and this Indenture may be served.  The
Company will give prompt written notice to the Trustee of the location, and any
change in the location, of each such office or agency.  If at any time the
Company shall fail to maintain any such required office or agency or shall fail
to furnish the Trustee with the address thereof, such presentations, surrenders,
notices and demands may be made or served at the Corporate Trust Office of the
Trustee, and the Company hereby appoints the Trustee as its agent to receive all
such presentations, surrenders, notices and demands.

 

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

 

SECTION 1003   Money for 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 Securities, it will, on or before
each due date of the principal of or any premium or interest on any of the
Securities of that series, segregate and hold in trust for the benefit of the
Persons entitled thereto a sum sufficient to pay the principal and any premium
and 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 for any series of Securities, it will, prior to 11:00 A.M., New York
City time, on each due date of the principal of or any premium or interest on
any Securities of that series, deposit with a Paying Agent a sum sufficient to
pay such amount, such sum to be held as provided by the Trust Indenture Act, and
(unless such Paying Agent is the Trustee) the Company will promptly notify the
Trustee of its action or failure so to act.

 

The Company will cause each Paying Agent for any
series of Securities other than the Trustee to execute and deliver to the
Trustee an instrument in which such Paying Agent shall agree with the Trustee,
subject to the provisions of this Section, that such Paying Agent will
(1) comply with the provisions of the Trust Indenture Act applicable to it
as a Paying Agent and (2) during the continuance of any default by the
Company or any other obligor upon the Securities of that series in the making of
any payment in respect of the Securities of that series, upon the written
request of the Trustee, forthwith pay to the Trustee all sums held in trust by
such Paying Agent for payment in respect of the Securities of that
series.

 

The Company may at any time, for the purpose of
obtaining the satisfaction and discharge of this Indenture or for any other
purpose, pay, or by Company Order direct any Paying Agent to pay, to the Trustee
all sums held in trust by the Company or such Paying Agent, such sums to be held
by the Trustee upon the same trusts as those upon which 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 money deposited with the Trustee or any Paying
Agent, or then held by the Company, in trust for the payment of the principal of
or any premium or interest on any Security of any series and remaining unclaimed
for two years after such principal, premium or interest has become due and
payable shall be paid to the Company on Company Request, or (if then held by the
Company) shall be discharged from such trust; and the Holder of such Security
shall thereafter, as an unsecured general creditor, look only to the Company for
payment thereof, and all liability of the Trustee or such Paying Agent with
respect to such trust money, and all liability of the Company as trustee
thereof, shall thereupon cease; provided, however, that the Trustee or such
Paying Agent, before being required to make any such repayment, may at the
expense of the Company cause to be published once, in a newspaper published in
the English language, customarily published on each Business Day and of general


 

33









 

circulation in The City of New York, New York,
notice that such money remains unclaimed and that, after a date specified
therein, which shall not be less than 30 days from the date of such publication,
any unclaimed balance of such money then remaining will be repaid to the
Company.

 

SECTION 1004   Statement by Officers as to
Default.

 

(a)          
The Company will deliver to the Trustee, within 90 days after the end of each
fiscal year of the Company ending after the date hereof, an Officers'
Certificate, stating whether or not to the best knowledge of the signers thereof
the Company is in default in the performance and observance of any of the terms,
provisions and conditions of this Indenture (without regard to any period of
grace or requirement of notice provided hereunder) and, if the Company shall be
in default, specifying all such defaults and the nature and status thereof of
which they may have knowledge.

 

(b)          
The Company shall deliver to the Trustee, as soon as possible and in any event
within five days after the Company becomes aware or should reasonably become
aware of the occurrence of an Event of Default or an event which, with notice or
the lapse of time or both, would constitute an Event of Default, an Officers'
Certificate setting forth the details of such Event of Default or default, and
the action which the Company proposes to take with respect thereto.

 

SECTION 1005   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 the existence, rights (charter and statutory) and franchises of the
Company; provided, however, that the Company shall not be required to preserve
any such right or franchise if it 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 1006   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 (reasonable wear
and tear excepted) 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 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   Maintenance of
Insurance.

 

The Company shall, and shall cause its
Subsidiaries to, keep at all times all of their properties which are of an
insurable nature insured against loss or damage with insurers believed by the
Company to be responsible to the extent that property of similar character is
usually so insured by corporations similarly situated and owning like properties
in accordance with good business practice.

 

34









 

SECTION 1009   Waiver of Certain
Covenants.

 

Except as otherwise specified as contemplated by
Section 301 for Securities of such series, the Company may, with respect to
the Securities of any series, omit in any particular instance to comply with any
term, provision or condition set forth in any of Sections 1005 through 1008 or
in any covenant provided pursuant to Section 301(20), 901(2) or
901(7) for the benefit of the Holders of such series if before the time for
such compliance the Holders of at least a majority in principal amount of the
Outstanding Securities of such series shall, by Act of such Holders, either
waive such compliance in such instance or generally waive compliance with such
term, provision or condition, but no such waiver shall extend to or affect such
term, provision or condition except to the extent so expressly waived, and,
until such waiver shall become effective, the obligations of the Company and the
duties of the Trustee in respect of any such term, provision or condition shall
remain in full force and effect.

 

ARTICLE
ELEVEN

REDEMPTION OF
SECURITIES

 

SECTION 1101   Applicability of
Article.

 

Securities of any series which are redeemable
before their Stated Maturity shall be redeemable in accordance with their terms
and (except as otherwise specified as contemplated by Section 301 for such
Securities) in accordance with this Article.

 

SECTION 1102   Election to Redeem; Notice
to Trustee.

 

The election of the Company to redeem any
Securities shall be evidenced by a Board Resolution or in another manner
specified as contemplated by Section 301 for such Securities.  In case
of any redemption at the election of the Company of less than all the Securities
of any series (including any such redemption affecting only a single Security),
the Company shall, at least five Business Days prior to giving notice of such
redemption (unless a shorter notice shall be satisfactory to the Trustee),
notify the Trustee of such Redemption Date, of the principal amount of
Securities of such series to be redeemed and, if applicable, of the tenor of the
Securities to be redeemed.  In the case of any redemption of Securities
prior to the expiration of any restriction on such redemption provided in the
terms of such Securities or elsewhere in this Indenture, the Company shall
furnish the Trustee with an Officers' Certificate evidencing compliance with
such restriction.

 

SECTION 1103   Selection by Trustee of
Securities to Be Redeemed.

 

If less than all the Securities of any series are
to be redeemed (unless all the Securities of such series and of a specified
tenor are to be redeemed or unless such redemption affects only a single
Security), the particular Securities to be redeemed shall be selected by the
Trustee, from the Outstanding Securities of such series not previously called
for redemption, (i) in compliance with the requirements of the principal
national securities exchange on which such Securities are listed, if such
Securities are listed on any national securities exchange, and (ii) if such
Securities are not so listed, on a pro rata basis, by lot or by such other
method as the Trustee shall deem fair and appropriate and which may provide for
the selection for redemption of a portion of the principal amount of any
Security of such series, provided that the unredeemed portion of the principal
amount of any Security shall be in an authorized denomination (which shall not
be less than the minimum authorized denomination) for such Security.  If
less than all the Securities of such series and of a specified tenor are to be
redeemed (unless such redemption affects only a single Security), the particular
Securities to be redeemed shall be selected by the Trustee, from the Outstanding
Securities of such series and specified tenor not previously called for
redemption in accordance with the preceding sentence.

 

The Trustee shall promptly notify the Company in
writing of the Securities selected for redemption as aforesaid and, in case of
any Securities selected for partial redemption as aforesaid, the principal
amount thereof to be redeemed.

 

The provisions of the two preceding paragraphs
shall not apply with respect to any redemption affecting only a single Security,
whether such Security is to be redeemed in whole or in part.  In the case
of any such

 

35









 

redemption in part, the unredeemed portion of the
principal amount of the Security shall be in an authorized denomination (which
shall not be less than the minimum authorized denomination) for such
Security.

 

For all purposes of this Indenture, unless the
context otherwise requires, all provisions relating to the redemption of
Securities shall relate, in the case of any Securities redeemed or to be
redeemed only in part, to the portion of the principal amount of such Securities
which has been or is to be redeemed.  If any Security selected for partial
redemption is surrendered for conversion after such selection, the converted
portion of such Security shall be deemed (so far as may be) to be the portion
selected for redemption.  Upon any redemption of less than all the
Securities of a series, for purposes of selection for redemption the Company and
the Trustee may treat as Outstanding Securities surrendered for conversion
during the period of 15 days next preceding the mailing of a notice of
redemption, and need not treat as Outstanding any Security authenticated and
delivered during such period in exchange for the unconverted portion of any
Security converted in part during such period.

 

SECTION 1104          Notice of
Redemption.

 

Notice of redemption shall be given by first-class
mail, postage prepaid, mailed not less than 30 nor more than 60 days prior to
the Redemption Date, to each Holder of Securities to be redeemed, at his address
appearing in the Security Register; provided, however, notice of redemption may
be given more than 60 days prior to the Redemption Date if the notice is issued
in connection with a satisfaction and discharge pursuant to
Article Four.

 

All notices of redemption shall state:

 

(1)                   
;              
the Redemption Date,

 

(2)                   
;              
the Redemption Price, if then determinable and otherwise the method of
its determination,

 

(3)                   
;              
if less than all the Outstanding Securities of any series consisting of
more than a single Security are to be redeemed, the identification (and, in the
case of partial redemption of any such Securities, the principal amounts) of the
particular Securities to be redeemed and, if less than all the Outstanding
Securities of any series consisting of a single Security are to be redeemed, the
principal amount of the particular Security to be redeemed,

 

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

 

(5)                   
;              
the place or places where each such Security is to be surrendered for
payment of the Redemption Price,

 

(6)                   
;              
that the redemption is for a sinking fund, if such is the case, and

 

(7)                   
;              
if applicable, the conversion price then in effect and the date on which
the right to convert such Securities will expire.

 

Notice of redemption of Securities to be redeemed
at the election of the Company shall be given by the Company or, at the
Company's request, by the Trustee in the name and at the expense of the Company
and shall be irrevocable.  If any Security called for redemption is
converted pursuant hereto, any money deposited with the Trustee or any Paying
Agent or so segregated and held in trust for the redemption of such Security
shall be paid to the Company upon delivery of a Company Request to the Trustee
or such Paying Agent, or, if then held by the Company, shall be discharged from
such trust.

 

SECTION 1105          Deposit of
Redemption Price.

 

Prior to 11:00 A.M., New York City time, on
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 

 

36









 

provided in Section 1003) an amount of money
sufficient to pay the Redemption Price of, and (except if the Redemption Date
shall be an Interest Payment Date) accrued interest on, all the Securities which
are to be redeemed on that date.

 

SECTION 1106          Securities
Payable on Redemption Date.

 

Notice of redemption having been given as
aforesaid, the Securities so to be redeemed shall, on the Redemption Date,
become due and payable at the Redemption Price therein specified, and from and
after such date (unless the Company shall default in the payment of the
Redemption Price and accrued interest) such Securities shall cease to bear
interest.  Upon surrender of any such Security for redemption in accordance
with said notice, such Security shall be paid by the Company at the Redemption
Price, together with accrued interest to the Redemption Date; provided, however,
that, unless otherwise specified as contemplated by Section 301,
installments of interest whose Stated Maturity is on or prior to the Redemption
Date will be payable to the Holders of such Securities, or one or more
Predecessor Securities, registered as such at the close of business on the
relevant Record Dates according to their terms and the provisions of
Section 307.

 

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

 

SECTION 1107          Securities
Redeemed in Part.

 

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

 

ARTICLE
TWELVE
[INTENTIONALLY OMITTED]

 

ARTICLE
THIRTEEN
[INTENTIONALLY OMITTED]

 

ARTICLE
FOURTEEN
[INTENTIONALLY OMITTED]

 

ARTICLE
FIFTEEN
DEFEASANCE AND COVENANT DEFEASANCE

 

SECTION 1501          Company's
Option to Effect Defeasance or Covenant Defeasance.

 

The Company may elect, at its option at any time,
to have Section 1502 or Section 1503 applied to any Securities or any
series of Securities, as the case may be, designated pursuant to
Section 301 as being defeasible pursuant to such Section 1502 or 1503,
in accordance with any applicable requirements provided pursuant to
Section 301 and upon compliance with the conditions set forth below in this
Article.  Any such election shall be evidenced in or pursuant to a Board
Resolution or in another manner specified as contemplated by Section 301
for such Securities.

 

SECTION 1502          Defeasance
and Discharge.

 

Upon the Company's exercise of its option (if any)
to have this Section applied to any Securities or any series of Securities,
as the case may be, the Company shall be deemed to have been discharged from its
obligations, 

 

37









 

as provided in this Section on and after the
date the conditions set forth in Section 1504 are satisfied (herein called
"Defeasance").  For this purpose, such Defeasance means that the Company
shall be deemed to have paid and discharged the entire indebtedness represented
by such Securities and to have satisfied all its other obligations under such
Securities and this Indenture insofar as such Securities are concerned (and the
Trustee, at the expense of the Company, shall execute proper instruments
acknowledging the same), subject to the following which shall survive until
otherwise terminated or discharged hereunder: (1) the rights of Holders of
such Securities to receive, solely from the trust fund described in
Section 1504 and as more fully set forth in such Section, payments in
respect of the principal of and any premium and interest on such Securities when
payments are due, or, if applicable, to convert such Securities in accordance
with their terms, (2) the Company's obligations with respect to such
Securities under Sections 304, 305, 306, 1002 and 1003, and, if applicable,
their obligations with respect to the conversion of such Securities,
(3) the rights, powers, trusts, duties and immunities of the Trustee
hereunder and (4) this Article.  Subject to compliance with this
Article, the Company may exercise its option (if any) to have this
Section applied to any Securities notwithstanding the prior exercise of its
option (if any) to have Section 1503 applied to such Securities.

 

SECTION 1503          Covenant
Defeasance.

 

Upon the Company's exercise of its option (if any)
to have this Section applied to any Securities or any series of Securities,
as the case may be, (1) the Company shall be released from its obligations
under Section 801(3), Sections 1005 through 1008, inclusive, and any
covenants provided pursuant to Section 301(20), 901(2) or
901(7) for the benefit of the Holders of such Securities, and (2) the
occurrence of any event specified in Sections 501(5) (with respect to any
of Section 801(3), Sections 1005 through 1008, inclusive, and any such
covenants provided pursuant to Section 301(20), 901(2) or 901(7)),
501(6), 501(7)), 501(10) and 501(11) shall be deemed not to be or result in
an Event of Default, in each case with respect to such Securities as provided in
this Section on and after the date the conditions set forth in
Section 1504 are satisfied (herein called "Covenant Defeasance").  For
this purpose, such Covenant Defeasance means that, with respect to such
Securities, the Company may omit to comply with and shall have no liability in
respect of any term, condition or limitation set forth in any such specified
Section (to the extent so specified in the case of Section 501(5)),
whether directly or indirectly by reason of any reference elsewhere herein to
any such Section or Article or by reason of any reference in any such
Section or Article to any other provision herein or in any other
document, but the remainder of this Indenture and such Securities shall be
unaffected thereby.

 

SECTION 1504          Conditions
to Defeasance or Covenant Defeasance.

 

The following shall be the conditions to the
application of Section 1502 or Section 1503 to any Securities or any
series of Securities, as the case may be:

 

(1)                   
;              
The Company shall irrevocably have
deposited or caused to be deposited with the Trustee (or another trustee which
satisfies the requirements contemplated by Section 609 and agrees to comply
with the provisions of this Article applicable to it) as trust funds in
trust for the purpose of making the following payments, specifically pledged as
security for, and dedicated solely to, the benefits of the Holders of such
Securities, (A) money in an amount, or (B) U.S. Government Obligations
which through the scheduled payment of principal and interest in respect thereof
in accordance with their terms will provide, not later than one day before the
due date of any payment, money in an amount, or (C) a combination thereof,
in each case sufficient, in the opinion of a nationally recognized firm of
independent public accountants expressed in a written certification thereof
delivered to the Trustee, to pay and discharge, and which shall be applied by
the Trustee (or any such other qualifying trustee) to pay and discharge, the
principal of and any premium and interest on such Securities on the respective
Stated Maturities, in accordance with the terms of this Indenture and such
Securities.  As used herein, "U.S. Government Obligation" means
(x) any security which is (i) a direct obligation of the United States
of America for the payment of which the full faith and credit of the United
States of America is pledged or (ii) an obligation of a Person controlled
or supervised by and acting as an agency or instrumentality of the United States
of America the payment of which is unconditionally guaranteed as a full faith
and credit obligation by the United States of America, which, in either case
(i) or (ii), is not callable or redeemable at the option of the issuer
thereof, and (y) any depositary receipt issued by a bank (as defined in
Section 3(a)(2) of the Securities Act) as custodian with respect to
any U.S. Government Obligation which is specified in clause (x) above and
held by such bank for the account of the holder of such depositary receipt, or
with respect to any specific payment of principal of or interest on any U.S.
Government Obligation which is so specified and held, provided that (except as
required by law) such custodian is not authorized 

 

38









 

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

 

(2)                   
              
In the event of an election to have
Section 1502 apply to any Securities or any series of Securities, as the
case may be, the Company shall have delivered to the Trustee an Opinion of
Counsel stating that (A) the Company has received from, or there has been
published by, the Internal Revenue Service a ruling or (B) since the date
of this instrument, there has been a change in the applicable Federal income tax
law, in either case (A) or (B) to the effect that, and based thereon
such opinion shall confirm that, the Holders of such Securities will not
recognize gain or loss for Federal income tax purposes as a result of the
deposit, Defeasance and discharge to be effected with respect to such Securities
and will be subject to Federal income tax on the same amount, in the same manner
and at the same times as would be the case if such deposit, Defeasance and
discharge were not to occur.

 

(3)                   
              
In the event of an election to have
Section 1503 apply to any Securities or any series of Securities, as the
case may be, the Company shall have delivered to the Trustee an Opinion of
Counsel to the effect that the Holders of such Securities will not recognize
gain or loss for Federal income tax purposes as a result of the deposit and
Covenant Defeasance to be effected with respect to such Securities and will be
subject to Federal income tax on the same amount, in the same manner and at the
same times as would be the case if such deposit and Covenant Defeasance were not
to occur.

 

(4)                   
              
The Company shall have delivered to
the Trustee an Officers' Certificate to the effect that neither such Securities
nor any other Securities of the same series, if then listed on any securities
exchange, will be delisted as a result of such deposit.

 

(5)                   
              
No event which is, or after notice
or lapse of time or both would become, an Event of Default with respect to such
Securities or any other Securities shall have occurred and be continuing at the
time of such deposit or, with regard to any such event specified in Sections
501(7) and (8), at any time on or prior to the 121st day after the date of
such deposit (it being understood that this condition shall not be deemed
satisfied until after such 121st day).

 

(6)                   
              
Such Defeasance or Covenant
Defeasance shall not cause the Trustee to have a conflicting interest within the
meaning of the Trust Indenture Act (assuming all Securities are in default
within the meaning of such Act).

 

(7)                   
              
Such Defeasance or Covenant
Defeasance shall not result in a breach or violation of, or constitute a default
under, any other agreement or instrument to which the Company or any Subsidiary
is a party or by which it is bound.

 

(8)                   
              
The Company shall have delivered to
the Trustee an Opinion of Counsel to the effect that such deposit shall not
cause either the Trustee or the trust so created to be subject to the Investment
Company Act of 1940.

 

(9)                   
              
The Company shall have delivered to
the Trustee an Officers' Certificate and an Opinion of Counsel, each stating
that all conditions precedent with respect to such Defeasance or Covenant
Defeasance have been complied with.

 

SECTION 1505          Deposited
Money and U.S. Government Obligations to Be Held in Trust; Miscellaneous
Provisions.

 

Subject to the provisions of the last paragraph of
Section 1003, all money and U.S. Government Obligations (including the
proceeds thereof) deposited with the Trustee or other qualifying trustee (solely
for purposes of this Section and Section 1506, the Trustee and any
such other trustee are referred to collectively as the "Trustee") pursuant to
Section 1504 in respect of any Securities shall be held in trust and
applied by the Trustee, in accordance with the provisions of such Securities and
this Indenture, to the payment, either directly or through any such Paying Agent
(including the Company acting as its own Paying Agent) as the Trustee may
determine, to the 

 

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Holders of such Securities, of all sums due and to
become due thereon in respect of principal and any premium and interest, but
money so held in trust need not be segregated from other funds except to the
extent required by law.

 

The Company shall pay and indemnify the Trustee
against any tax, fee or other charge imposed on or assessed against the U.S.
Government Obligations deposited pursuant to Section 1504 or the principal
and interest received in respect thereof other than any such tax, fee or other
charge which by law is for the account of the Holders of Outstanding
Securities.

 

Anything in this Article to the contrary
notwithstanding, the Trustee shall deliver or pay to the Company from time to
time upon Company Request any money or U.S. Government Obligations held by it as
provided in Section 1504 with respect to any Securities which, in the
opinion of a nationally recognized firm of independent public accountants
expressed in a written certification thereof delivered to the Trustee, are in
excess of the amount thereof which would then be required to be deposited to
effect the Defeasance or Covenant Defeasance, as the case may be, with respect
to such Securities.

 

SECTION 1506         
Reinstatement.

 

If the Trustee or the Paying Agent is unable to
apply any money in accordance with this Article with respect to any
Securities by reason of any order or judgment of any court or governmental
authority enjoining, restraining or otherwise prohibiting such application, then
the obligations under this Indenture and such Securities from which the Company
has been discharged or released pursuant to Section 1502 or 1503 shall be
revived and reinstated as though no deposit had occurred pursuant to this
Article with respect to such Securities, until such time as the Trustee or
Paying Agent is permitted to apply all money held in trust pursuant to
Section 1505 with respect to such Securities in accordance with this
Article; provided, however, that if the Company makes any payment of principal
of or any premium or interest on any such Security following such reinstatement
of its obligations, the Company shall be subrogated to the rights (if any) of
the Holders of such Securities to receive such payment from the money so held in
trust.

 

ARTICLE SIXTEEN
SINKING
FUNDS

 

SECTION 1601         
Applicability of Article.

 

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

 

The minimum amount of any sinking fund payment
provided for by the terms of any Securities 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 such Securities is herein referred to as an
"optional sinking fund payment."  If provided for by the terms of any
Securities, the cash amount of any sinking fund payment may be subject to
reduction as provided in Section 1602.  Each sinking fund payment
shall be applied to the redemption of Securities as provided for by the terms of
such Securities.

 

SECTION 1602         
Satisfaction of Sinking Fund Payments with Securities.

 

The Company (1) may deliver Outstanding
Securities of a series (other than any previously called for redemption) and
(2) may apply as a credit Securities of a series which have been
(x) converted or (y) redeemed either at the election of the Company
pursuant to the terms of such Securities or through the application of permitted
optional sinking fund payments pursuant to the terms of such Securities, in each
case in satisfaction of all or any part of any sinking fund payment with respect
to any Securities of such series required to be made pursuant to the terms of
such Securities as and to the extent provided for by the terms of such
Securities; provided, however, that the Securities to be so credited have not
been previously so credited.  The Securities to be so credited shall be
received and credited for such purpose by the Trustee at the Redemption Price,
as specified in the Securities so to be redeemed, for redemption through
operation of the sinking fund and the amount of such sinking fund payment shall
be reduced accordingly.

 

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SECTION 1603          Redemption
of Securities for Sinking Fund.

 

Not less than 35 days prior to each sinking fund
payment date for any Securities, the Company will deliver to the Trustee an
Officers' Certificate specifying the amount of the next ensuing sinking fund
payment for such Securities pursuant to the terms of such Securities, the
portion thereof, if any, which is to be satisfied by payment of cash and the
portion thereof, if any, which is to be satisfied by delivering and crediting
Securities pursuant to Section 1602 and will also deliver to the Trustee
any Securities to be so delivered.  Not less than 32 days prior to each
such sinking fund payment date, the Trustee shall select the Securities to be
redeemed upon such sinking fund payment date in the manner specified in
Section 1103 and cause notice of the redemption thereof to be given in the
name of and at the expense of the Company in the manner provided in
Section 1104.  Such notice having been duly given, the redemption of
such Securities shall be made upon the terms and in the manner stated in
Sections 1106 and 1107.

 

This instrument 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
instrument.

 

* * * * * * *

 

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IN WITNESS WHEREOF, the parties hereto have caused
this Indenture to be duly executed, all as of the day and year first above
written.

 

	
       
	
      ISSUER:

	
       
	
       

	
       
	
      NPS PHARMACEUTICALS, INC.

	
       
	
       

	
       
	
       

	
       
	
      By:
	
       

	
       
	
       
	
      Name:

	
       
	
       
	
      Title:

	
       
	
       
	
       

	
       
	
       
	
       

	
       
	
      TRUSTEE: 

	
       
	
       

	
       
	
      [                  
  ],
      

	
       
	
      as Trustee

	
       
	
       

	
       
	
       

	
       
	
      By:
	
       

	
       
	
       
	
      Name:

	
       
	
       
	
      Title:



 

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