November 2, 2010 S-3 Exhibit 4.3






EXHIBIT
4.3

 


 

 


NPS PHARMACEUTICALS,
INC.,
as Issuer

 

 

to

 

 

[                   
 ],
as Trustee

 

 

FORM OF
SUBORDINATED 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
	
      7

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

	
      SECTION 106.
	
      Notice to Holders;
      Waiver
	
      8

	
      SECTION 107.
	
      Conflict with Trust
      Indenture Act
	
      9

	
      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
	
      16

	
       
	
       
	
       

	
      ARTICLE FOUR SATISFACTION AND
      DISCHARGE
	
      17

	
       
	
       
	
       

	
      SECTION 401.
	
      Satisfaction and
      Discharge of Indenture
	
      17

	
      SECTION 402.
	
      Application of Trust
      Money
	
      17

	
       
	
       
	
       

	
      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
	
      19

	
      SECTION 504.
	
      Trustee
      May File Proofs of Claim
	
      20

	
      SECTION 505.
	
      Trustee
      May Enforce Claims Without Possession of Securities
	
      20




 


i












 


	
      SECTION 506.
	
      Application of Money
      Collected
	
      20

	
      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
	
      21

	
      SECTION 510.
	
      Rights and Remedies
      Cumulative
	
      22

	
      SECTION 511.
	
      Delay or Omission
      Not Waiver
	
      22

	
      SECTION 512.
	
      Control by
      Holders
	
      22

	
      SECTION 513.
	
      Waiver of Past
      Defaults
	
      22

	
      SECTION 514.
	
      Undertaking for
      Costs
	
      22

	
      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
	
      28

	
      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
	
      31

	
      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
	
      32

	
      SECTION 1003.
	
      Money for Securities
      Payments to Be Held in Trust
	
      32

	
      SECTION 1004.
	
      Statement by
      Officers as to Default
	
      33



 

ii











 


	
      SECTION 1005.
	
      Existence
	
      33

	
      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
	
      34

	
       
	
       
	
       

	
      ARTICLE ELEVEN REDEMPTION OF
      SECURITIES
	
      34

	
       
	
       
	
       

	
      SECTION 1101.
	
      Applicability of
      Article
	
      34

	
      SECTION 1102.
	
      Election to Redeem;
      Notice to Trustee
	
      34

	
      SECTION 1103.
	
      Selection by Trustee
      of Securities to Be Redeemed
	
      35

	
      SECTION 1104.
	
      Notice of
      Redemption
	
      35

	
      SECTION 1105.
	
      Deposit of
      Redemption Price
	
      36

	
      SECTION 1106.
	
      Securities Payable
      on Redemption Date
	
      36

	
      SECTION 1107.
	
      Securities Redeemed
      in Part
	
      36

	
       
	
       
	
       

	
      ARTICLE TWELVE SUBORDINATION OF
      SECURITIES
	
      37

	
       
	
       

	
      SECTION 1201.
	
      Applicability of
      Article
	
      37

	
      SECTION 1202.
	
      Securities
      Subordinate to Senior Debt
	
      37

	
      SECTION 1203.
	
      Payment Over of
      Proceeds Upon Dissolution, Etc.
	
      37

	
      SECTION 1204.
	
      No Payment When
      Senior Debt of the Company in Default
	
      38

	
      SECTION 1205.
	
      Payment Permitted If
      No Default
	
      39

	
      SECTION 1206.
	
      Subrogation to
      Rights of Holders of Senior Debt of the Company
	
      39

	
      SECTION 1207.
	
      Provisions Solely to
      Define Relative Rights
	
      39

	
      SECTION 1208.
	
      Trustee to
      Effectuate Subordination
	
      39

	
      SECTION 1209.
	
      No Waiver of
      Subordination Provisions
	
      39

	
      SECTION 1210.
	
      Notice to
      Trustee
	
      40

	
      SECTION 1211.
	
      Reliance on Judicial
      Order or Certificate of Liquidating Agent
	
      40

	
      SECTION 1212.
	
      Trustee Not
      Fiduciary for Holders of Senior Debt of the Company
	
      40

	
      SECTION 1213.
	
      Rights of Trustee as
      Holder of Senior Debt of the Company; Preservation of Trustee's
      Rights
	
      41

	
      SECTION 1214.
	
      Article Applicable to Paying
    Agents
	
      41

	
      SECTION 1215.
	
      Defeasance of this
      Article Twelve
	
      41

	
       
	
       
	
       

	
      ARTICLE THIRTEEN [INTENTIONALLY
      OMITTED]
	
      41

	
       
	
       

	
      ARTICLE FOURTEEN [INTENTIONALLY
      OMITTED]
	
      41

	
       
	
       
	
       

	
      ARTICLE FIFTEEN DEFEASANCE AND COVENANT
      DEFEASANCE
	
      41

	
       
	
       
	
       

	
      SECTION 1501.
	
      Company's Option to
      Effect Defeasance or Covenant Defeasance
	
      41

	
      SECTION 1502.
	
      Defeasance and
      Discharge
	
      41

	
      SECTION 1503.
	
      Covenant
      Defeasance
	
      42

	
      SECTION 1504.
	
      Conditions to
      Defeasance or Covenant Defeasance
	
      42

	
      SECTION 1505.
	
      Deposited Money and
      U.S. Government Obligations to Be Held in Trust; Miscellaneous
      Provisions
	
      43

	
      SECTION 1506.
	
      Reinstatement
	
      44

	
       
	
       
	
       

	
      ARTICLE SIXTEEN SINKING FUNDS
	
      44

	
       
	
       

	
      SECTION 1601.
	
      Applicability of
      Article
	
      44

	
      SECTION 1602.
	
      Satisfaction of
      Sinking Fund Payments with Securities
	
      44

	
      SECTION 1603.
	
      Redemption of
      Securities for Sinking Fund
	
      45




 



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.

 

"Designated Senior Debt" with respect to any
series of Securities shall have the meaning specified as contemplated by
Section 301.

 

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

 

2









 

"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.

 

"Junior Subordinated Payment" has the meaning
specified in Section 1203.

 

"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 by the Company (if the Company shall act as its own Paying
Agent) for the Holders of such 

 

3









 

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.

 

"Payment Blockage Period" has the meaning
specified in Section 1204.

 

"Payment Default" has the meaning specified in
Section 1204.

 

"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.

 

"Proceeding" has the meaning specified in
Section 1203.

 

"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.

 

4









 

"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.

 

"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.

 

"Securities Payment" has the meaning specified in
Section 1203.

 

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

 

"Senior Debt" with respect to any series of
Securities shall have the meaning specified as contemplated by
Section 301.

 

"Senior Nonmonetary Default" has the meaning
specified in Section 1204.

 

"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".

 

5









 

"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.

 

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.

 

6









 

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 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 

 

7









 

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.

 

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.

 

8









 

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.

 

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, the holders of Senior Debt 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 Indenture) 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 

 

9











 

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.

 

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 change to the subordination
provisions that apply to the Securities of the series from those contained in
Article Twelve with respect to the Securities, and the definitions of
Senior Debt and Designated Senior Debt which shall apply to the Securities of
the series;

 

(3)                   
              
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, 

 

10











 

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);

 

(4)                   
              
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;

 

(5)                   
              
the date or dates on which the
principal of any Securities of the series is payable;

 

(6)                   
              
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;

 

(7)                   
              
the place or places where the
principal of and any premium and interest on any Securities of the series shall
be payable;

 

(8)                   
              
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;

 

(9)                   
              
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;

 

(10)                   
        
if other than denominations of
$1,000 and any integral multiple thereof, the denominations in which any
Securities of the series shall be issuable;

 

(11)                   
        
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;

 

(12)                   
        
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;

 

(13)                   
        
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);

 

(14)                   
        
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;

 

(15)                   
        
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);

 

11











 

(16)                   
        
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;

 

(17)                   
        
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 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;

 

(18)                   
        
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;

 

(19)                   
        
any addition to or change in the
covenants set forth in Article Ten which applies to Securities of the
series;

 

(20)                   
        
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

 

(21)                   
        
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.

 

The Securities shall be subordinated in right of
payment to Senior Debt of the Company as provided in
Article Twelve.

 

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.

 

12











 

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,

 

(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 

 

13











 

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.

 

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 

 

14











 

the Company fails to
appoint a successor Depositary within 90 days, (B) there shall have
occurred and be continuing 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 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:

 

15









 

(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.

 

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.

 

16









 

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.

 

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.

 

17









 

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
occasioned by the provisions of Article Twelve or 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 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 

 

18









 

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

 

(2)           all overdue interest on all Securities of that
series,

 

(3)           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,

 

(4)           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

 

(5)           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

 

(6)           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

 

19









 

(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, 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;

 

20









 

SECOND:      
SECOND: Subject to
Article Twelve, 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 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.

 

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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.

 

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.

 

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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;

 

(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 

 

23









 

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

 

(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.

 

24









 

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,

 

(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

 

25









 

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 nothing herein or in such supplemental indenture shall
constitute such Trustees co-trustees of the same trust and that each such
Trustee shall be trustee of a trust or trusts hereunder separate and apart from
any trust or trusts hereunder administered by any other such Trustee; and upon
the execution and delivery of such supplemental indenture the resignation or
removal of the retiring Trustee shall become effective to the extent provided
therein and each such successor Trustee, without any further act, deed or
conveyance, shall become vested with all the rights, powers, trusts and duties
of the retiring Trustee with respect to the Securities of that or those series
to which the appointment of such successor Trustee relates; but, on request of
the Company 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.

 

26









 

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.

 

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.

 

27









 

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: 
	
       

	
       
	
       
	
      Authorized Officer

	
       
	
       
	
       

	
       
	
       
	
       

	
       
	
      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 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.

 

28









 

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 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.

 

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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;

 

(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

 

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(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 or subordination 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

 

(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 

 

31









 

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.

 

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, 

 

32









 

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
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 

 

33









 

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.

 

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(21), 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 

 

34









 

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 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,

 

35









 

(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 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.

 

36









 

ARTICLE TWELVE

SUBORDINATION OF SECURITIES

 

SECTION 1201.             
Applicability
of Article.

 

Unless otherwise provided with respect to the
Securities of any series in or pursuant to the Board Resolution or supplemental
indenture establishing such series of Securities pursuant to Section 301,
the provisions of this Article shall be applicable to each series of
Securities.

 

SECTION 1202.             
Securities
Subordinate to Senior Debt.

 

The Company covenants and agrees, and each Holder
of a Security, by his acceptance thereof, likewise covenants and agrees, that,
to the extent and in the manner hereinafter set forth in this
Article (subject to the provisions of Article Four and
Article Fifteen), the payment of the principal of (and premium, if any) and
interest on each and all of the Securities of such series are hereby expressly
made subordinate and subject in right of payment to the prior payment in full of
all Senior Debt of the Company.

 

No provisions of this Article Twelve shall
prevent the occurrence of any Event of Default.

 

SECTION 1203.             
Payment Over
of Proceeds Upon Dissolution, Etc.

 

In the event of (a) any insolvency or
bankruptcy case or proceeding, or any receivership, liquidation, reorganization
or other similar case or proceeding in connection therewith, relative to the
Company or to its creditors, as such, or to its assets, or (b) any
liquidation, dissolution or other winding up of the Company, whether voluntary
or involuntary and whether or not involving insolvency or bankruptcy, or
(c) any assignment for the benefit of creditors or any other marshalling of
assets and liabilities of the Company, then and in any such event specified in
(a), (b) or (c) above (each such event, if any, herein sometimes
referred to as a "Proceeding") the holders of Senior Debt of the Company shall
be entitled to receive payment in full of all amounts due or to become due on or
in respect of all Senior Debt of the Company, or provision shall be made for
such payment in cash or cash equivalents or otherwise in a manner satisfactory
to the holders of Senior Debt of the Company, before the Holders of the
Securities are entitled to receive any payment or distribution of any kind or
character, whether in cash, property or securities (including any payment or
distribution which may be payable or deliverable by reason of the payment of any
other indebtedness of the Company subordinated to the payment of the Securities,
such payment or distribution being hereinafter referred to as a "Junior
Subordinated Payment"), on account of principal of (or premium, if any) or
interest on the Securities or on account of any purchase or other acquisition of
Securities by the Company or any Subsidiary of the Company (all such payments,
distributions, purchases and acquisitions, other than the payment or
distribution of stock or securities of the Company referred to in the second
succeeding paragraph, herein referred to, individually and collectively, as a
"Securities Payment"), and to that end the holders of Senior Debt of the Company
shall be entitled to receive, for application to the payment thereof, any
Securities Payment which may be payable or deliverable in respect of the
Securities in any such Proceeding.

 

In the event that, notwithstanding the foregoing
provisions of this Section, the Trustee or the Holder of any Security shall have
received any Securities Payment before all Senior Debt of the Company is paid in
full or payment thereof provided for in cash or cash equivalents or otherwise in
a manner satisfactory to the holders of Senior Debt of the Company, and if such
fact shall, at or prior to the time of such Securities Payment, have been made
known to the Trustee or, as the case may be, such Holder, then and in such event
such Securities Payment shall be paid over or delivered forthwith to the trustee
in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or
other Person making payment or distribution of assets of the Company for
application to the payment of all Senior Debt of the Company remaining unpaid,
to the extent necessary to pay all Senior Debt of the Company in full, after
giving effect to any concurrent payment or distribution to or for the holders of
Senior Debt of the Company.

 

For purposes of this Article only, the words
"any payment or distribution of any kind or character, whether in cash, property
or securities" shall not be deemed to include a payment or distribution of stock
or securities of the Company provided for by a plan of reorganization or
readjustment authorized by an order or decree of a court of competent
jurisdiction in a reorganization proceeding under any applicable bankruptcy law
or of any other corporation provided for by such plan of reorganization or
readjustment which stock or securities are subordinated

 

37









 

in right of payment to all then outstanding Senior
Debt of the Company to substantially the same extent as the Securities are so
subordinated as provided in this Article.  The consolidation of the Company
with, or the merger of the Company into, another Person or the liquidation or
dissolution of the Company following the conveyance or transfer of all or
substantially all of its assets to another Person upon the terms and conditions
set forth in Article Eight shall not be deemed a Proceeding for the
purposes of this Section if the Person formed by such consolidation or into
which the Company is merged or the Person which acquires by conveyance or
transfer such assets, as the case may be, shall, as a part of such
consolidation, merger, conveyance or transfer, comply with the conditions set
forth in Article Eight.

 

SECTION 1204.             
No Payment
When Senior Debt of the Company in Default.

 

In the event that any Senior Payment Default (as
defined below) shall have occurred and be continuing, then no Securities Payment
shall be made unless and until such Senior Payment Default shall have been cured
or waived or shall have ceased to exist or all amounts then due and payable in
respect of Senior Debt of the Company shall have been paid in full, or provision
shall have been made for such payment in cash or cash equivalents or otherwise
in a manner satisfactory to the holders of Senior Debt of the Company; provided,
however, that nothing in this Section shall prevent the satisfaction of any
sinking fund payment in accordance with Article Sixteen by delivering and
crediting pursuant to Section 1602 Securities which have been acquired
(upon redemption or otherwise) prior to such Senior Payment Default.

 

"Senior Payment Default" means any default in the
payment of principal of (or premium, if any) or interest on any Senior Debt of
the Company when due, whether at the Stated Maturity of any such payment or by
declaration of acceleration, call for redemption or otherwise.

 

In the event that any Senior Nonmonetary Default
(as defined below) shall have occurred and be continuing, then, upon the receipt
by the Company and the Trustee of written notice of such Senior Nonmonetary
Default from the agent for the Designated Senior Debt which is the subject of
such Senior Nonmonetary Default, no Securities Payment shall be made during the
period (the "Payment Blockage Period") commencing on the date of such receipt of
such written notice and ending on the earlier of (i) the date on which such
Senior Nonmonetary Default shall have been cured or waived or shall have ceased
to exist or all Designated Senior Debt the subject of such Senior Nonmonetary
Default shall have been discharged; (ii) the 179th day after the date of
such receipt of such written notice; or (iii) the date on which the Payment
Blockage Period shall have been terminated by written notice to the Company or
the Trustee from the agent for the Designated Senior Debt initiating the Payment
Blockage Period; provided, however, that nothing in this Section shall
prevent the satisfaction of any sinking fund payment in accordance with
Article Sixteen by delivering and crediting pursuant to Section 1602
Securities which have been acquired (upon redemption or otherwise) prior to the
date of such receipt of such written notice.  No more than one Payment
Blockage Period may be commenced with respect to the Securities of a particular
series during any 360-day period and there shall be a period of at least 181
consecutive days in each 360-day period when no Payment Blockage Period is in
effect.  For all purposes of this paragraph, no Senior Nonmonetary Default
that existed or was continuing on the date of commencement of any Payment
Blockage Period shall be, or be made, the basis for the commencement of a
subsequent Payment Blockage Period, whether or not within a period of 360
consecutive days, unless such Senior Nonmonetary Default shall have been cured
for a period of not less than 90 consecutive days.

 

"Senior Nonmonetary Default" means the occurrence
or existence and continuance of any event of default with respect to any
Designated Senior Debt of the Company, other than a Senior Payment Default,
permitting the holders of such Designated Senior Debt (or a trustee or agent on
behalf of the holders thereof) to declare such Designated Senior Debt due and
payable prior to the date on which it would otherwise become due and
payable.

 

In the event that, notwithstanding the foregoing,
the Company shall make any Securities Payment to the Trustee or any Holder
prohibited by the foregoing provisions of this Section, and if such fact shall,
at or prior to the time of such Securities Payment, have been made known to the
Trustee or, as the case may be, such Holder, then and in such event such
Securities Payment shall be paid over and delivered forthwith to the
Company.

 

The provisions of this Section shall not
apply to any Securities Payment with respect to which Section 1203 would be
applicable.

 

38









 

SECTION 1205.             
Payment
Permitted If No Default.

 

Nothing contained in this Article or
elsewhere in this Indenture or in any of the Securities shall prevent
(a) the Company, at any time except during the pendency of any Proceeding
referred to in Section 1203 or under the conditions described in
Section 1204, from making Securities Payments, or (b) the application
by the Trustee of any money deposited with it hereunder to Securities Payments
or the retention of such Securities Payment by the Holders, if, at the time of
such application by the Trustee, it did not have knowledge that such Securities
Payment would have been prohibited by the provisions of this Article.

 

SECTION 1206.             
Subrogation
to Rights of Holders of Senior Debt of the Company.

 

Subject to the payment in full of all amounts due
or to become due on or in respect of Senior Debt of the Company, or the
provision for such payment in cash or cash equivalents or otherwise in a manner
satisfactory to the holders of Senior Debt of the Company, the Holders of the
Securities shall be subrogated to the rights of the holders of such Senior Debt
of the Company to receive payments and distributions of cash, property and
securities applicable to the Senior Debt of the Company until the principal of
(and premium, if any) and interest on the Securities shall be paid in
full.  For purposes of such subrogation, no payments or distributions to
the holders of the Senior Debt of the Company of any cash, property or
securities to which the Holders of the Securities or the Trustee would be
entitled except for the provisions of this Article, and no payments over
pursuant to the provisions of this Article to the holders of Senior Debt of
the Company by Holders of the Securities or the Trustee, shall, as among the
Company, its creditors other than holders of Senior Debt of the Company and the
Holders of the Securities, be deemed to be a payment or distribution by the
Company to or on account of the Senior Debt of the Company.

 

SECTION 1207.             
Provisions
Solely to Define Relative Rights.

 

The provisions of this Article are and are
intended solely for the purpose of defining the relative rights of the Holders
on the one hand and the holders of Senior Debt of the Company on the other
hand.  Nothing contained in this Article or elsewhere in this
Indenture or in the Securities is intended to or shall (a) impair, as among
the Company, its creditors other than holders of Senior Debt of the Company and
the Holders of the Securities, the obligation of the Company, which is absolute
and unconditional (and which, subject to the rights under this Article of
the holders of Senior Debt of the Company, is intended to rank equally with all
other general obligations of the Company), to pay to the Holders of the
Securities the principal of (and premium, if any) and interest on the Securities
as and when the same shall become due and payable in accordance with their
terms; or (b) affect the relative rights against the Company of the Holders
of the Securities and creditors of the Company other than the holders of Senior
Debt of the Company; or (c) prevent the Trustee or the Holder of any
Security from exercising all remedies otherwise permitted by applicable law upon
default under this Indenture, subject to the rights, if any, under this
Article of the holders of Senior Debt of the Company to receive cash,
property and securities otherwise payable or deliverable to the Trustee or such
Holder.

 

SECTION 1208.             
Trustee to
Effectuate Subordination.

 

Each Holder of a Security by his acceptance
thereof authorizes and directs the Trustee on his behalf to take such action as
may be necessary or appropriate to effectuate the subordination provided in this
Article and appoints the Trustee his attorney-in-fact for any and all such
purposes.

 

SECTION 1209.             
No Waiver of
Subordination Provisions.

 

No right of any present or future holder of any
Senior Debt of the Company to enforce subordination as herein provided shall at
any time in any way be prejudiced or impaired by any act or failure to act on
the part of the Company or by any act or failure to act, in good faith, by any
such holder, or by any noncompliance by the Company with the terms, provisions
and covenants of this Indenture, regardless of any knowledge thereof any such
holder may have or be otherwise charged with.

 

Without in any way limiting the generality of the
foregoing paragraph, the holders of Senior Debt of the Company may, at any time
and from time to time, without the consent of or notice to the Trustee or the
Holders of the Securities, without incurring responsibility to the Holders of
the Securities and without impairing or releasing the subordination provided in
this Article or the obligations hereunder of the Holders of the Securities
to the holders of 

 

39









 

Senior Debt of the Company, do any one or more of
the following: (i) change the manner, place or terms of payment or extend
the time of payment of, or renew or alter, Senior Debt of the Company, or
otherwise amend or supplement in any manner Senior Debt of the Company or any
instrument evidencing the same or any agreement under which Senior Debt of the
Company is outstanding; (ii) sell, exchange, release or otherwise deal with
any property pledged, mortgaged or otherwise securing Senior Debt of the
Company; (iii) release any Person liable in any manner for the collection
of Senior Debt of the Company; and (iv) exercise or refrain from exercising
any rights against the Company and any other Person.

 

SECTION 1210.             
Notice to
Trustee.

 

The Company shall give prompt written notice to
the Trustee of any fact known to the Company which would prohibit the making of
any payment to or by the Trustee in respect of the Securities. 
Notwithstanding the provisions of this Article or any other provision of
this Indenture, the Trustee shall not be charged with knowledge of the existence
of any facts which would prohibit the making of any payment to or by the Trustee
in respect of the Securities, unless and until the Trustee shall have received
written notice thereof from the Company or a holder of Senior Debt of the
Company or from any trustee therefor; and, prior to the receipt of any such
written notice, the Trustee, subject to the provisions of Section 601,
shall be entitled in all respects to assume that no such facts exist; provided,
however, that if the Trustee shall not have received the notice provided for in
this Section at least three Business Days prior to the date upon which by
the terms hereof any money may become payable for any purpose (including,
without limitation, the payment of the principal of (and premium, if any) or
interest on any Security), then, anything herein contained to the contrary
notwithstanding, the Trustee shall have full power and authority to receive such
money and to apply the same to the purpose for which such money was received and
shall not be affected by any notice to the contrary which may be received by it
within three Business Days prior to such date.

 

Subject to the provisions of Section 601, the
Trustee shall be entitled to rely on the delivery to it of a written notice by a
Person representing himself to be a holder of Senior Debt of the Company (or a
trustee therefor) to establish that such notice has been given by a holder of
Senior Debt of the Company (or a trustee therefor). In the event that the
Trustee determines in good faith that further evidence is required with respect
to the right of any Person as a holder of Senior Debt of the Company to
participate in any payment or distribution pursuant to this Article, the Trustee
may request such Person to furnish evidence to the reasonable satisfaction of
the Trustee as to the amount of Senior Debt of the Company held by such Person,
the extent to which such Person is entitled to participate in such payment or
distribution and any other facts pertinent to the rights of such Person under
this Article, and if such evidence is not furnished, the Trustee may defer any
payment to such Person pending judicial determination as to the right of such
Person to receive such payment.

 

SECTION 1211.             
Reliance on
Judicial Order or Certificate of Liquidating Agent.

 

Upon any payment or distribution of assets of the
Company referred to in this Article, the Trustee, subject to the provisions of
Section 601, and the Holders of the Securities shall be entitled to rely
upon any order or decree entered by any court of competent jurisdiction in which
such Proceeding is pending, or a certificate of the trustee in bankruptcy,
receiver, liquidating trustee, custodian, assignee for the benefit of creditors,
agent or other Person making such payment or distribution, delivered to the
Trustee or to the Holders of Securities, for the purpose of ascertaining the
Persons entitled to participate in such payment or distribution, the holders of
the Senior Debt of the Company and other indebtedness of the Company, the amount
thereof or payable thereon, the amount or amounts paid or distributed thereon
and all other facts pertinent thereto or to this Article.

 

SECTION 1212.             
Trustee Not
Fiduciary for Holders of Senior Debt of the Company.

 

The Trustee shall not be deemed to owe any
fiduciary duty to the holders of Senior Debt of the Company and shall not be
liable to any such holders if it shall in good faith mistakenly pay over or
distribute to Holders of Securities or to the Company or to any other Person
cash, property or securities to which any holders of Senior Debt of the Company
shall be entitled by virtue of this Article or otherwise.

 

40









 

SECTION 1213.             
Rights of
Trustee as Holder of Senior Debt of the Company; Preservation of Trustee's
Rights.

 

The Trustee in its individual capacity shall be
entitled to all the rights set forth in this Article with respect to any
Senior Debt of the Company which may at any time be held by it, to the same
extent as any other holder of Senior Debt of the Company, and nothing in this
Indenture shall deprive the Trustee of any of its rights as such
holder.

 

Nothing in this Article shall apply to claims
of, or payments to, the Trustee under or pursuant to
Section 607.

 

SECTION 1214.             
Article Applicable to Paying Agents.

 

In case at any time any Paying Agent other than
the Trustee shall have been appointed by the Company and be then acting
hereunder, the term "Trustee" as used in this Article shall in such case
(unless the context otherwise requires) be construed as extending to and
including such Paying Agent within its meaning as fully for all intents and
purposes as if such Paying Agent were named in this Article in addition to
or in place of the Trustee; provided, however, that Section 1213 shall not
apply to the Company or any Affiliate of the Company if it or such Affiliate
acts as Paying Agent.

 

SECTION 1215.             
Defeasance of
this Article Twelve.

 

The subordination of the Securities of a series
provided by this Article Twelve is expressly made subject to the provisions
for Defeasance or Covenant Defeasance in Article Fifteen hereof and,
anything herein to the contrary notwithstanding, upon the effectiveness of any
such Defeasance or Covenant Defeasance, the Securities of such series then
outstanding shall thereupon cease to be subordinated pursuant to this
Article Twelve.

 

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, and the provisions of Article Twelve shall cease to be
effective, 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 "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 

 

41









 

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(21), 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(21), 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 and (3) the provisions of Article Twelve shall
cease to be effective, 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)) or
Article Twelve, 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 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) 

 

42












 

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)           At the time of such deposit, (A) no default
in the payment of any principal of or premium or interest on any Senior Debt of
the Company shall have occurred and be continuing, (B) no event of default
with respect to any Senior Debt of the Company shall have resulted in such
Senior Debt becoming, and continuing to be, due and payable prior to the date on
which it would otherwise have become due and payable (unless payment of such
Senior Debt has been made or duly provided for), and (C) no other event of
default with respect to any Senior Debt of the Company shall have occurred and
be continuing permitting (after notice or lapse of time or both) the holders of
such Senior Debt (or a trustee on behalf of such holders) to declare such Senior
Debt due and payable prior to the date on which it would otherwise have become
due and payable.

 

(9)           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.

 

(10)        
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 

 

43











 

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. Money and U.S. Government Obligations so held in trust
shall not be subject to the provisions of Article Twelve.

 

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:



 

46