Lightbridge Corp.: Exhibit 4.4 - Filed by newsfilecorp.com







	 
	 
	 
	Lightbridge Corporation 
	 
	TO 
	 
	[                  
      ] 
	                                 
      Trustee 
	 ____________________
	
	Indenture 
	Dated as of __, 20__ 
	  ____________________
	 
	 
	 






TABLE OF CONTENTS 


	 	  	Page 
	 
	  ARTICLE I 
  
	 
	DEFINITIONS AND OTHER
      PROVISIONS OF GENERAL APPLICATION 
	 	  	  
	Section 101. 	Definitions 	1 
	Section 102. 	Compliance Certificates and Opinions 	9 
	Section 103. 	Form of Documents Delivered to
      Trustee 	9 
	Section 104. 	Acts of Holders 	10 
	Section 105. 	Notices, Etc. to Trustee and
      Company 	11 
	Section 106. 	Notice to Holders; Waiver 	11 
	Section 107. 	Conflict With Trust Indenture
      Act 	12 
	Section 108. 	Effect of Headings and Table of Contents 	12 
	Section 109. 	Successors and Assigns 	12 
	Section 110. 	Separability Clause 	12 
	Section 111. 	Benefits of Indenture 	12 
	Section 112. 	Governing Law 	13 
	Section 113. 	Legal Holidays 	13 
	Section 114. 	Rules by Trustee and Agents 	13 
	Section 115. 	No Recourse Against Others 	13 
	 	  	  
	  ARTICLE
      II  
	 
	  SECURITY
      FORMS  
	 	  	  
	Section 201. 	Forms Generally 	13 
	Section 202. 	Form of Trustee’s Certificate of Authentication
    	14 
	 	  	  
	  ARTICLE III  
	 
	  THE SECURITIES  
	 	  	  
	Section 301. 	Amount Unlimited; Issuable in Series 	14 
	Section 302. 	Denominations 	19 
	Section 303. 	Execution, Authentication, Delivery and Dating
    	19 
	Section 304. 	Temporary Securities 	21 



i 





	Section 305. 	Registration, Registration of
      Transfer and Exchange 	22 
	Section 306. 	Mutilated, Destroyed, Lost and Stolen
      Securities 	23 
	Section 307. 	Payment of Interest; Interest
      Rights Preserved 	24 
	Section 308. 	Persons Deemed Owners 	25 
	Section 309. 	Cancellation 	26 
	Section 310. 	Computation of Interest 	26 
	Section 311. 	Global Securities; Exchanges;
      Registration and Registration of Transfer 	26 
	Section 312. 	Extension of Interest Payment 	28 
	 	  	  
	  ARTICLE IV  
	 
	  SATISFACTION AND
      DISCHARGE  
	 	  	  
	Section 401. 	Satisfaction and Discharge of Indenture 	28 
	Section 402. 	Application of Trust Money 	29 
	Section 403. 	Satisfaction, Discharge and Defeasance of
      Securities of Any Series 	30 
	 	  	  
	  ARTICLE V  
	 
	  REMEDIES  
	 	  	  
	Section 501. 	Events of Default 	31 
	Section 502. 	Acceleration of Maturity;
      Rescission and Annulment 	33 
	Section 503. 	Collection of Indebtedness and Suits for
      Enforcement by Trustee 	34 
	Section 504. 	Trustee May File Proofs of
      Claim 	35 
	Section 505. 	Trustee May Enforce Claims Without Possession
      of Securities or Coupons 	35 
	Section 506. 	Application of Money Collected
    	36 
	Section 507. 	Limitation on Suits 	36 
	Section 508. 	Unconditional Right of Holders
      to Receive Principal, Premium and 	  
	 	Interest 	37 
	Section 509. 	Restoration of Rights and
      Remedies 	37 
	Section 510. 	Rights and Remedies Cumulative 	37 
	Section 511. 	Delay or Omission Not Waiver
	37 
	Section 512. 	Control by Holders 	37 
	Section 513. 	Waiver of Past Defaults 	38 
	Section 514. 	Undertaking for Costs 	38 
	Section 515. 	Waiver of Stay or Extension
      Laws 	39



ii 





	  ARTICLE VI 
  
	 
	  THE TRUSTEE 
    
	 	  	  
	Section 601. 	Certain Duties and
      Responsibilities 	39 
	Section 602. 	Notice of Defaults 	40 
	Section 603. 	Certain Rights of Trustee 	40 
	Section 604. 	Not Responsible for Recitals or Issuance of
      Securities 	42 
	Section 605. 	May Hold Securities 	42 
	Section 606. 	Money Held in Trust 	42 
	Section 607. 	Compensation and Reimbursement
    	42 
	Section 608. 	Disqualification; Conflicting Interests 	43 
	Section 609. 	Corporate Trustee Required;
      Eligibility 	43 
	Section 610. 	Resignation and Removal; Appointment of
      Successor 	43 
	Section 611. 	Acceptance of Appointment by
      Successor 	45 
	Section 612. 	Merger, Conversion, Consolidation or Succession
      to Business 	46 
	Section 613. 	Preferential Collection of
      Claims Against Company 	46 
	Section 614. 	Appointment of Authenticating Agent 	46 
	 	  	  
	  ARTICLE VII  
	 
	  HOLDERS’ LISTS AND REPORTS
      BY TRUSTEE AND COMPANY  
	 	  	  
	Section 701. 	Company to Furnish Trustee Names and Addresses
      of Holders 	48 
	Section 702. 	Preservation of Information;
      Communications to Holders 	49 
	Section 703. 	Reports by Trustee 	50 
	Section 704. 	Reports by Company 	51 
	 	  	  
	  ARTICLE
      VIII  
	 
	  CONSOLIDATION, MERGER, CONVEYANCE OR TRANSFER 
    
	 	  	  
	Section 801. 	Company May Consolidate, Etc.
      Only on Certain Terms 	52 
	Section 802. 	Successor Corporation Substituted 	52 
	 	  	  
	  ARTICLE IX  
	 
	  SUPPLEMENTAL
      INDENTURES  
	 	  	  
	Section 901. 	Supplemental Indentures Without Consent of
      Holders 	53 
	Section 902. 	Supplemental Indentures With
      Consent of Holders 	54



iii 





	Section 903. 	Execution of Supplemental
      Indentures 	56 
	Section 904. 	Effect of Supplemental Indentures 	57 
	Section 905. 	Conformity With Trust Indenture
      Act 	57 
	Section 906. 	Reference in Securities to Supplemental
      Indentures 	57 
	Section 907. 	Revocation and Effect of
      Consents 	57 
	Section 908. 	Modification Without Supplemental Indenture 	58 
	 	  	  
	  ARTICLE X  
	 
	  COVENANTS  
	 	  	  
	Section 1001. 	Payment of Principal, Premium and Interest 	58 
	Section 1002. 	Maintenance of Office or Agency
    	59 
	Section 1003. 	Money for Securities Payments to Be Held in
      Trust 	60 
	Section 1004. 	Corporate Existence 	61 
	Section 1005. 	Defeasance of Certain Obligations 	61 
	Section 1006. 	Statement by Officers as to
      Default 	63 
	Section 1007. 	Waiver of Certain Covenants 	63 
	Section 1008. 	Maintenance of Properties 	64 
	 	  	  
	  ARTICLE
      XI  
	 
	  REDEMPTION
      OF SECURITIES  
	 	  	  
	Section 1101. 	Applicability of Article 	64 
	Section 1102. 	Election to Redeem; Notice to Trustee 	64 
	Section 1103. 	Selection by Trustee of
      Securities to Be Redeemed 	65 
	Section 1104. 	Notice of Redemption 	65 
	Section 1105. 	Securities Payable on
      Redemption Date 	67 
	Section 1106. 	Securities Redeemed in Part 	67 
	 	  	  
	  ARTICLE XII  
	 
	  SINKING FUNDS  
	 	  	  
	Section 1201. 	Applicability of Article 	67 
	Section 1202. 	Satisfaction of Sinking Fund
      Payments With Securities 	68 
	Section 1203. 	Redemption of Securities for Sinking Fund 	68 


iv 





	  ARTICLE XIII 
    
	 
	  REPAYMENT OF
      SECURITIES AT OPTION OF HOLDERS  
	 	  	  
	Section 1301. 	Applicability of Article 	68 
	Section 1302. 	Notice of Repayment Date 	68 
	Section 1303. 	Securities Payable on Repayment
      Date 	70 
	Section 1304. 	Securities Repaid in Part 	70 


v 




INDENTURE, dated as of
[              
], 20__, between LIGHTBRIDGE CORPORATION, a corporation duly organized and
existing under the laws of the State of Nevada (herein called the
“Company”), and
[                 
] (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 (each herein called a
“Security” or collectively the “Securities”), in an
unlimited aggregate principal amount 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 covenanted and agreed, for
the equal and proportionate benefit of all Holders of the Securities or of any
series thereof, as follows: 

ARTICLE I 

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 in the United States at the date of such
computation or, at the election of the Company from time to time, at the date of
the execution and delivery of this Indenture;

(4) the word “or” is not exclusive; and 

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




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

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

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

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

“Authorized Newspaper” means a newspaper of
general circulation, in an official language of the country of publication or in
the English language, customarily published on a daily basis (including
newspapers published on a daily basis except not published on Legal Holidays, as
defined in Section 113) in such country. Whenever successive weekly
publications in an Authorized Newspaper are required hereunder, they may be made
(unless otherwise expressly provided herein) on the same or different days of
the week and in the same or different Authorized Newspapers. 

“Authorized Officer” means the Chairman of the
Board, the Chief Executive Officer, the Chief Financial Officer, the Secretary,
any Assistant Secretary or any other officer or agent of the Company duly
authorized by the Board of Directors to act in respect of matters relating to
this Indenture. 

“Board of Directors” means either the board of
directors of the Company or any duly authorized committee of that board. 

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

“Business Day”, when used with respect to any
Place of Payment or any other particular location specified in the Securities or
this Indenture, means each Monday, Tuesday, Wednesday, Thursday and Friday which
is not a day on which banking institutions in that Place of Payment such other
location, or the city in which the Corporate Trust Office of the Trustee is
located, are authorized or obligated by law to close, except as may be otherwise
specified as contemplated by Section 301. 

“Code” means the Internal Revenue Code of 1986,
as amended. 

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

2 




“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 an Authorized Officer and delivered to the Trustee. 

“Corporate Trust Office” means the principal
office of the Trustee at which at any particular time its corporate trust
business shall be administered and, with respect to
[               
], shall be located in
[                
]. 

“Corporation” includes corporations,
associations, joint stock companies, limited liability companies and business
trusts. 

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

“Depository” means, with respect to any series of
Securities issuable or issued in the form of a Global Security, an entity named
as such in the Indenture, or, if no entity is so named, an entity, if any, named
by the Company as such by Board Resolution, or its successor. The Depository is
the entity which holds a Global Security, if any, and operates the computerized
book-entry system through which ownership interests in the Securities are
recorded. Such entity shall at all times be a registered clearing agency under
the Securities Exchange Act of 1934, as amended, and in good standing thereunder
or, in the case of an entity that holds a Global Security issued outside of the
United States, such entity shall at all times be in compliance with any
applicable registration requirements and in good standing under application
regulations. 

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

“Eligible Obligations” means: 

(a) with respect to Securities denominated in Dollars, U.S.
Government Obligations; or 

(b) with respect to Securities denominated in a currency other
than Dollars or in a composite currency, such other obligations or instruments
as shall be specified with respect to such Securities, as contemplated by
Section 301(24). 

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

“Global Security” means a Security, if any,
issued to evidence all or a part of a series of Securities in accordance with
Section 301. 

“Holder” means the bearer of an Unregistered
Security or coupon appertaining thereto or a Person in whose name a Registered
Security is registered in the Security Register or the Person who is the record
owner of any ownership interests in a Global Security. 

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

3 




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


“Interest”, when used with respect to an Original
Issue Discount Security that 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. 

“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, upon call for
redemption, exercise of repayment option or otherwise. 

“Officer’s Certificate” means a certificate
signed by an Authorized Officer and delivered to the Trustee. 

“Opinion of Counsel” means a written opinion of
counsel, who may be an employee of, or counsel for, the Company or an Affiliate
of the Company, and who shall be acceptable to the Trustee. 

“Original Issue Discount Security” means any
Security that 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: 

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

(b) Securities or portions thereof for whose payment or
redemption (a) 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 Securities or (b) Eligible Obligations as
contemplated by Sections 401 and 403 in the necessary amount have
been theretofore deposited with the Trustee, in trust, for the Holders of such
Securities (whether or not the Company’s indebtedness in respect thereof shall
be satisfied and discharged for purposes of this Indenture or otherwise),
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; and 

4 




(c) Securities that 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 have been presented to the Trustee proof
satisfactory to it and the Company that such Securities are held by a bona fide
purchaser in whose hands such Securities are valid obligations of the Company;


provided, however, that in determining whether
the Holders of the requisite principal amount of the Outstanding Securities have
given any request, demand, authorization, direction, notice, consent or waiver
hereunder,

(w) Securities owned by the Company or any other obligor upon
the Securities or any Affiliate of the Company or of such other obligor (unless
the Company, such Affiliate or such obligor owns (i) all Securities Outstanding
under this Indenture or (ii) except for the purposes of actions to be taken by
Holders of more than one series or Tranche voting as a class, all Outstanding
Securities of each such series and each such Tranche, as the case may be,
determined without regard to this clause) 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 or waiver, 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;

(x) in determining whether the Holders of the requisite
principal amount of Securities of any series or Tranche have concurred in any
direction, waiver or consent, the principal amount of Original Issue Discount
Securities that shall be deemed to be outstanding shall be the amount of the
principal thereof that would be due and payable as of the date of such
determination upon acceleration of the maturity thereof pursuant to Section
502; 

(y) in the case of any Security the principal of which is
payable from time to time without presentment or surrender, the principal amount
of such Security that shall be deemed to be Outstanding at any time for all
purposes of this Indenture shall be the original principal amount thereof less
the aggregate amount of principal thereof theretofore paid; and

(z) the principal amount of any Security which is denominated
in a currency other than Dollars or in a composite currency that shall be deemed
to be Outstanding for such purposes shall be the amount of Dollars that could
have been purchased by the principal amount (or, in the case of an Original
Issue Discount Security, the Dollar equivalent on the date determined as set
forth below of the amount determined as provided in (x) above) of such currency
or composite currency evidenced by such Security, in each such case certified to
the Trustee in an Officer’s Certificate based (i) on the average of the mean of
the buying and selling spot rates quoted by three banks which are members of the
New York Clearing House Association selected by the Company in effect at 11:00
A.M. (New York time) in The City of New York on the fifteenth Business Day
preceding any such determination or (ii) if on such fifteenth Business
Day it is not possible or practicable to obtain such quotations from such three
banks, on such other quotations or alternative methods of determination that
shall be as consistent as practicable with the method set forth in (i) above. 

5 




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

“Periodic Offering” means an offering of
Securities of a series from time to time any or all of the specific terms of
which Securities, including without limitation the rate or rates of interest, if
any, thereon, the Stated Maturity or Maturities thereof and the redemption
provisions, if any, with respect thereto, are to be determined by the Company or
its agents from time to time subsequent to the initial request for the
authentication and delivery of such Securities by the Trustee, all as
contemplated in Section 301 and clause (2) of Section 303. 

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

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

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

“Redemption Date”, when used with respect to any
Security to be redeemed, means the date fixed for such redemption by or pursuant
to Section 301 of 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, exclusive of accrued and unpaid interest, if any. 

“Registered Security” means any Security issued
hereunder and registered by the Security Registrar or any recorded interest in a
Global Security issued hereunder. 

“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. 

“Repayment Date”, when used with respect to any
Security of any series to be repaid or repurchased, means the date, if any,
fixed for such repayment or for such repurchase (whether at the option of the
Holders or otherwise) pursuant to Section 301 of this Indenture. 

6 




“Repayment Price”, when used with respect to any
Security of any series to be repaid, means the price, if any, at which it is to
be repaid pursuant to Section 301. 

“Responsible Officer”, when used with respect to
the Trustee, means any officer within the corporate trust department or any
other successor group of the Trustee, including any vice president, assistant
vice president, assistant secretary or any other officer of the Trustee
customarily performing functions similar to those performed by any of the above
designated officers and also means, with respect to a particular corporate trust
matter, any other officer of the Trustee to whom such matter is referred because
of his knowledge of and familiarity with the particular subject. 

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

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


“Senior Securities” means Securities other than
Subordinated Securities. 

“series” or “series of Securities”
means a series of Securities issued under this Indenture as determined by Board
Resolution or as otherwise determined under this Indenture, and except as
otherwise provided in Section 608. 

“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. 

“Subordinated Securities” means Securities that
by the terms established pursuant to Subsection 301(10) are subordinate to any
specified debt of the Company. 

“Subsidiary” means (i) any corporation,
association or other business entity of which more than 50% of the outstanding
total voting stock entitled (without regard to the occurrence of any
contingency) to vote in the election of directors, managers or trustees thereof
is at the time owned or controlled, directly or indirectly, by the Company or by
one or more other Subsidiaries, or by the Company and one or more other
Subsidiaries or (ii) any partnership the sole general partner or the managing
general partner of which is the Company or a Subsidiary of the Company or the
only general partners of which are the Company or of one or more Subsidiaries of
the Company (or any combination thereof). For the purposes of this definition,
“voting stock” means, in the case of a corporation, stock which ordinarily has
voting power for the election of directors, whether at all times or only so long
as no senior class of capital stock has such voting power by reason of any
contingency, in the case of an association or business entity, any and all
shares, interests, participations, rights or other equivalents (however
designated) of corporate stock, in the case of a partnership or limited
liability company, partnership or membership interests (whether general or
limited), and any other interest or participation that confers on a Person the right to receive a share of the profits and losses
of, or distributions of assets of, the issuing Person. 

7 




“Tranche” means a group of Securities which (a)
are of the same series and (b) have identical terms except as to principal
amount or date of issuance. 

“Trustee” means the Person named as the “Trustee”
in the first paragraph of this instrument until a successor Trustee shall have
been appointed with respect to one or more series of Securities 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.


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

“U.S. Government Obligations” means (a) direct
obligations of the United States for the payment of which its full faith and
credit is pledged, or obligations of a Person controlled or supervised by and
acting as an agency or instrumentality of the United States and the payment of
which is unconditionally guaranteed by the United States and (b) certificates,
depositary receipts or other instruments which evidence a direct ownership
interest in obligations described in clause (a) above or in any specific
interest or principal payments due in respect thereof; provided, however,
that the custodian of such obligations or specific interest or principal
payments shall be a bank or trust company (which may include the Trustee or any
Paying Agent) subject to federal or state supervision or examination with a
combined capital and surplus of at least $50,000,000; and provided,
further, that except as may be otherwise required by law, such custodian
shall be obligated to pay to the holders of such certificates, depositary
receipts or other instruments the full amount received by such custodian in
respect of such obligations or specific payments and shall not be permitted to
make any deduction therefrom. 

“U.S. Person” means a citizen, national or
resident of the United States, a corporation, partnership, limited liability
company, or other entity created or organized in or under the laws of the United
States or any political subdivision thereof, or an estate or trust whose income
from sources without the United States is includible in gross income for United
States federal income tax purposes regardless of its connection with the conduct
of a trade or business within the United States. 

“Unregistered Security” means any Security issued
hereunder which is not a Registered Security. 

“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”. 

“Yield to Maturity” means the yield to maturity,
calculated by the Company at the time of issuance of a series of Securities or,
if applicable, at the most recent determination of interest on such series in
accordance with accepted financial practice. 

8 




Section 102. Compliance Certificates and Opinions.
Except as otherwise expressly provided in this Indenture upon any application or
request by the Company to the Trustee to take any action under any provision of
this Indenture, the Company shall, if requested by the Trustee, furnish to the
Trustee an Officer’s Certificate stating that all conditions precedent, if any,
provided for in this Indenture relating to the proposed action have been
complied with and an Opinion of Counsel stating that in the opinion of such
counsel all such conditions precedent, if any, have been complied with, except
that in the case of any such application or request as to which the furnishing
of such documents is specifically required by any provision of this Indenture
relating to such particular application or request, no additional certificate or
opinion need be furnished. 

Every certificate or opinion with respect to compliance with a
condition or covenant provided for in this Indenture (other than certificates
provided pursuant to Section 704(4)) 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 an Opinion of Counsel. Any
such 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. 

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. 

9 




Section 104. Acts of Holders. (a) Any request, demand,
authorization, direction, notice, consent, waiver or other action provided by
this Indenture to be made, given or taken by Holders may be embodied in and
evidenced by one or more instruments of substantially similar tenor signed by
such Holders in person or by an agent duly appointed in writing; and, except as
herein otherwise expressly provided, such action shall become effective when
such instrument or instruments are delivered to the Trustee and, where it is
hereby expressly required, to the Company. Such instrument or instruments (and
the action embodied therein and evidenced thereby) are herein sometimes referred
to as the “Act” of the Holders signing such instrument or
instruments. Proof of execution of any such instrument or of a writing
appointing any such agent, or of the holding by any Person of Unregistered
Securities, 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. 

(b) 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 acceptable to the Trustee. 

(c) The amount of Unregistered Securities held by any Person
executing any such instrument or writings as the Holder thereof, and the numbers
of such Unregistered Securities, and the date of his holding the same, may be
proved by the production of such Unregistered Securities or by a certificate
executed, as depositary, by any trust company, bank, banker or member of a
national securities exchange (wherever situated), if such certificate is in form
satisfactory to the Trustee, showing that at the date therein mentioned such
Person had on deposit with such depositary, or exhibited to it, the Unregistered
Securities therein described; or such facts may be proved by the certificate or
affidavit of the Person executing such instrument or writing as the Holder
thereof, if such certificate or affidavit is in form satisfactory to the
Trustee. The Trustee and the Company may assume that such ownership of any
Unregistered Securities continues until (1) another certificate bearing a later
date issued in respect of the same Unregistered Securities is produced, or (2)
such Unregistered Securities are produced by some other Person, or (3) such
Unregistered Securities are registered as to principal or are surrendered in
exchange for Unregistered Securities, or (4) such Unregistered Securities are no
longer Outstanding. 

(d) The fact and date of execution of any such instrument or
writing and the amount and number of Unregistered Securities held by the Person
so executing such instrument or writing may also be proved in any other manner
that the Trustee deems sufficient; and the Trustee may in any instance require
further proof with respect to any of the matters referred to in this Section.


(e) The principal amount (except as otherwise contemplated in
clause (x) of the proviso to the definition of “Outstanding”) and serial numbers
of Securities held by any Person, and the date of holding the same, shall be
proved by the Security Register. 

10 




(f) Any request, demand, authorization, direction, notice,
consent, election, 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. 

(g) The Company may set a record date for purposes of
determining the identity of Holders of any Securities of any series entitled to
vote or consent to any action by vote or consent authorized or permitted by
Section 512 or 513. Such record date shall be the later of 30 days
prior to the first solicitation of such consent or the date of the most recent
list of Holders of such Securities furnished to the Trustee pursuant to
Section 701 prior to such solicitation. 

(h) If the Company solicits from Holders any request, demand,
authorization, direction, notice, consent, waiver or other Act, the Company may,
at its option, fix in advance a record date for the determination of Holders
entitled to give such request, demand, authorization, direction, notice,
consent, waiver or other Act, but the Company shall have no obligation to do so.
If such a record date is fixed, such request, demand, authorization, direction,
notice, consent, waiver or other Act may be given before or after such record
date, but only the Holders of record at the close of business on the record date
shall be deemed to be Holders for the purposes of determining whether Holders of
the requisite proportion of the Outstanding Securities have authorized or agreed
or consented to such request, demand, authorization, direction, notice, consent,
waiver or other Act, and for that purpose the Outstanding Securities shall be
computed as of the record date. 

Section 105. Notices, Etc. to Trustee and Company.
Except as otherwise provided herein, any request, demand, authorization,
direction, notice, consent, election, 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 to or with the Trustee at its Corporate Trust Office, Attention: [ ], [
], or 

(2) the Company by the Trustee or by any Holder shall be
sufficient for every purpose hereunder (unless otherwise herein expressly
provided) if in writing and mailed, first-class postage prepaid, to the Company
addressed to it at the address of its principal office specified in the first
paragraph of this instrument or at any other address previously furnished in
writing to the Trustee by the Company. 

Section 106. Notice to Holders; Waiver. Except as
otherwise expressly provided herein, where this Indenture provides for notice of
any event or reports to Holders, such notice or report shall be sufficiently
given if in writing and mailed, first-class postage prepaid, to each Holder of
Registered Securities affected by such event, at the address of such Holder as
it appears in the Security Register and to addresses filed with the Trustee or
preserved on the Trustee’s list pursuant to Section 702(a) for other
Holders (and to such other addressees as may be required in the case of such notice or report under Section
313(c) of the Trust Indenture Act), not later than the latest date, and not
earlier than the earliest date, prescribed for the giving of such notice or
report.

11 




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.

Notice shall be sufficiently given to Holders of Unregistered
Securities if published in an Authorized Newspaper in each of The City of New
York and, if such Securities are listed on any stock exchange outside of the
United States, in the city in which such stock exchange is located, or in such
other city or cities as may be specified in the Securities, once in each of two
different calendar weeks, the first publication to be not earlier than the
earliest date, and not later than the last date, if any, prescribed for the
giving of such notice.

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 is impracticable to give such notice by mail, then
such notification that is made with the approval of the Trustee shall constitute
a sufficient notification for every purpose hereunder. 

If it is impractical in the opinion of the Trustee or the
Company to make any publication of any notice required hereby in an Authorized
Newspaper, any publication or other notice in lieu thereof that is made or given
with the approval of the Trustee shall constitute a sufficient publication of
such notice. 

Section 107. Conflict With Trust Indenture Act. If any
provision hereof limits, qualifies or conflicts with the duties imposed by
operation of subsection (c) of Section 318 of the Trust Indenture Act, the
imposed duties shall control. 

Section 108. Effect of Headings and Table of Contents.
The Article and Section headings herein and the Table of Contents are for
convenience only and shall not affect the construction hereof. 

Section 109. Successors and Assigns. All covenants and
agreements in this Indenture by the Company shall bind its successors and
assigns, whether so expressed or not. 

Section 110. Separability Clause. In case any provision
in this Indenture or in the Securities is invalid, illegal or unenforceable, the
validity, legality and enforceability of the remaining provisions shall not in
any way be affected or impaired thereby. 

Section 111. Benefits of Indenture. Nothing in this
Indenture or in the Securities, express or implied, shall give to any Person,
other than the parties hereto (including any Paying Agent appointed pursuant to
Section 1002 and Authenticating Agent appointed pursuant to Section 614 to the extent provided herein) and their
successors hereunder and the Holders, any benefit or any legal or equitable
right, remedy or claim under this Indenture. 

12 




Section 112. Governing Law. This Indenture and the
Securities shall be governed by and construed in accordance with the laws of the
State of New York. 

Section 113. Legal Holidays. In any case where any
Interest Payment Date, Redemption Date, Repayment Date or Stated Maturity of any
Security is not a Business Day at any Place of Payment or the city in which the
Corporate Trust Office of the Trustee is located, then (notwithstanding any
other provision of this Indenture or of the Securities other than a provision in
Securities of any series, or any Tranche thereof, or in the Board Resolution or
Officer’s Certificate that establishes the terms of such Securities or Tranche,
that 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 or Redemption Date, Repayment Date, or at the
Stated Maturity, provided that no interest shall accrue with respect to
such payment for the period from and after such Interest Payment Date,
Redemption Date, Repayment Date or Stated Maturity, as the case may be. 

Section 114. Rules by Trustee and Agents. The Trustee
may make reasonable rules for action by or at a meeting of Holders of one or
more series. The Paying Agent or Security Registrar may make reasonable rules
and set reasonable requirements for its functions. 

Section 115. No Recourse Against Others. No past,
present or future director, officer, stockholder or employee, as such, of the
Company or any successor corporation shall have any liability for any obligation
of the Company under the Securities or the Indenture or for any claim based on,
in respect of or by reason of such obligations or their creation. Each Holder by
accepting a Security waives and releases all such liability. The waiver and
release are part of the consideration for the execution of this Indenture and
the issue of the Securities. 

ARTICLE II 

SECURITY FORMS 

Section 201. Forms Generally. The Securities of each
series and related coupons, if any, shall be in substantially the form 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 as may, consistently herewith, be
determined by the officers executing such Securities, as evidenced by their
execution of the Securities. When the form of Securities of any series is
established by action taken pursuant to a Board Resolution, a copy of an
appropriate record of such action shall be 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. 

13 




If required or appropriate under applicable law, Unregistered
Securities and their coupons must have the following statement on their face:
“Any United States person who holds this obligation will be subject to
limitations under the United States income tax laws, including the limitations
provided in Sections 165(j) and 1287(a) of the Internal Revenue Code”. If
required or appropriate under applicable law, Unregistered Securities and their
coupons must have the following statement on their face: “By accepting this
obligation, the Holder represents and warrants that it is not a U.S. Person
(other than an exempt recipient described in section 6049(b)(4) of the Internal
Revenue Code and the regulations thereunder) and that it is not acting for or on
behalf of a U.S. Person (other than an exempt recipient described in section
6049(b)(4) of the Internal Revenue Code and the regulations thereunder).” 

The definitive Securities shall be produced in such manner or
combination of manners, all as determined by the officers executing such
Securities, as evidenced by their execution of such Securities. 

Section 202. Form of Trustee’s Certificate of
Authentication. The Trustee’s certificate of authentication shall be in
substantially the following form: 

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

[                
] as Trustee 

By
___________________
      Authorized Officer 

ARTICLE III 

THE SECURITIES 

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

The Securities may be issued in one or more series. There may
be Registered Securities and Unregistered Securities within a series. Registered
and Unregistered Securities may be in temporary or permanent global form.
Unregistered Securities may be issued with or without coupons attached.
Unregistered Securities may be subject to such restrictions, and contain such
legends, as may be required by United States laws and regulations. Subject to
the last paragraph of this Section, there shall be established in or pursuant to
a Board Resolution, and set forth in an Officer’s 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 all other Securities); 

14 




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

(3) the price or prices (expressed as a percentage of the
principal amount thereof) at which the securities will be issued and the date or
dates on which the principal (and premium, if any) of the Securities of the
series, or any Tranche thereof, is payable; 

(4) the date or dates on which the principal of the Securities
of such series, or any Tranche thereof, is payable or any formula or other
method or other means by which such date or dates shall be determined, by
reference to an index or other fact or event ascertainable outside of this
Indenture or otherwise (without regard to any provisions for redemption,
prepayment, acceleration, purchase or extension); 

(5) the rate or rates at which the Securities of such series,
or any Tranche thereof, shall bear interest, if any (including the rate or rates
at which overdue principal shall bear interest, if different from the rate or
rates at which such Securities shall bear interest prior to Maturity, and, if
applicable, the rate or rates at which overdue premium or interest shall bear
interest, if any), or any formula or other method or other means by which such
rate or rates shall be determined, by reference to an index or other fact or
event ascertainable outside of this Indenture or otherwise; the date or dates
from which such interest shall accrue; the Interest Payment Dates on which such
interest shall be payable and the Regular Record Date, if any, for the interest
payable on such Securities on any Interest Payment Date; the right of the
Company, if any, to extend the interest payment periods and the duration of any
such extension as contemplated by Section 312; and the basis of
computation of interest, if other than as provided in Section 310; 

(6) the place or places where the principal of (and premium, if
any) and interest, if any, on Securities of the series, or any Tranche thereof,
shall be payable, any Registered Securities of the series, or any Tranche
thereof, may be surrendered for registration of transfer, Securities of the
series, or any Tranche thereof, may be surrendered for exchange, and where
notices and demands to or upon the Company in respect of the Securities of the
series, or any Tranche thereof, and this Indenture may be served and notices to
Holders pursuant to Section 106 will be published; the Security Registrar
and any Paying Agent or Agents for such series or Tranche; and if such is the
case, that the principal of such Securities shall be payable without presentment
or surrender thereof; 

(7) if applicable, the period or periods within which, the
price or prices at which and the terms and conditions upon which Securities of
the series, or any Tranche thereof, may be redeemed, in whole or in part, at the
option of the Company; 

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

15 




(9) the obligation, if any, of the Company to offer to repay or
repurchase Securities of the series, or any Tranche thereof, in circumstances
described therein, and the period or periods within which, the price or prices
at which and the terms and conditions upon which Securities of the series, or
any Tranche thereof, shall be repaid or repurchased, in whole or in part, at the
option of the Holders; 

(10) the terms, if any, on which the Securities of such series
will be subordinate in right and priority of payment to other debt of the
Company; 

(11) the right, if any, of the Company to execute and deliver
to the Trustee, and to direct the Trustee to authenticate and deliver in
accordance with a Company Order, a Security of any series, or any Tranche
thereof, in lieu of or in exchange for any Securities of such series, or any
Tranche thereof, cancelled upon redemption or repayment; 

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


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

(14) whether Securities of the series are to be issuable as
Registered Securities, Unregistered Securities, or both, whether Securities of
the series are to be issuable with or without coupons, whether any Securities of
the series are to be issuable initially in temporary global form (and, if so,
the identity of the depositary for such Securities) and the circumstances under
which such Securities in temporary global form may be exchanged for definitive
Securities, and whether any Securities of the series are to be issuable in
permanent global form (and, if so, the identity of the depositary for such
Securities) with or without coupons and, if so, whether beneficial owners of
interests in any such permanent Global Security may exchange such interests for
Securities of such series and of like tenor of any authorized form and
denomination and the circumstances under which any such exchanges may occur, if
other than in the manner provided in Section 311; 

(15) whether and under what circumstances the Company will pay
additional amounts on the Securities of that series held by a person who is not
a U.S. Person in respect of taxes or similar charges withheld or deducted and,
if so, whether the Company will have the option to redeem such Securities rather
than pay such additional amounts; 

(16) the currency or currencies, including composite
currencies, in which payment of the principal of (and premium, if any) and
interest, if any, on the Securities of the series, or any Tranche thereof, shall be payable (if other
than the currency of the United States of America) and the formula or other
method or other means by which the equivalent of any such amount in Dollars is
to be determined for any purpose, including for the purpose of determining the
principal amount of such Securities deemed to be Outstanding at any time; 

16 




(17) if the principal of or premium, if any, or interest, if
any, on the Securities of such series, or any Tranche thereof, are to be
payable, at the election of the Company or a Holder thereof, in a coin or
currency other than that in which the Securities are stated to be payable, the
period or periods within which, and the terms and conditions upon which, such
election may be made; 

(18) if the principal of or premium, if any, or interest, if
any, on the Securities of such series, or any Tranche thereof, are to be
payable, or are to be payable at the election of the Company or a Holder
thereof, in securities or other property, the type and amount of such securities
or other property, or the formula or other method or other means by which such
amount shall be determined, and the period or periods within which, and the
terms and conditions upon which, any such election may be made; 

(19) if the amount of payments of principal of (and premium, if
any) or interest on the Securities of the series may be determined with
reference to an index or other fact or event ascertainable outside of this
Indenture, the manner in which such amounts shall be determined to the extent
not established pursuant to paragraph (5) of this Section; 

(20) the form or forms of the Securities, including such
legends as may be required by United States laws or regulations, the form of any
coupons or temporary Global Security, if any, which may be issued and the forms
of any certificates which may be required hereunder or under United States laws
or regulations in connection with the offering, sale, delivery or exchange of
Unregistered Securities, if any; 

(21) the Person to whom any interest on any Registered Security
of the series, or any Tranche thereof, shall be payable, if other than the
Person in whose name that Security is registered at the close of business on the
Regular Record Date for such interest, and the manner in which, or the Person to
whom, any interest on any Unregistered Security of the series, or any Tranche
thereof, shall be payable, if otherwise than upon presentation and surrender of
the coupons appertaining thereto as they severally mature, and the extent to
which, or the manner in which, any interest payable on a temporary or permanent
Global Security on an interest payment date will be paid;

(22) any Events of Default, in addition to those specified in
Section 501, with respect to the Securities of such series, and any
covenants of the Company for the benefit of the Holders of the Securities of
such series, or any Tranche thereof, in addition to those set forth in
Article X; 

(23) the terms, if any, pursuant to which the Securities of
such series, or any Tranche thereof, may be converted into or exchanged for
shares of capital stock or other securities of the Company or any other Person;


17 




(24) the obligations or instruments, if any, that shall be
considered to be Eligible Obligations in respect of the Securities of such
series, or any Tranche thereof, denominated in a currency other than Dollars or
in a composite currency, and any additional or alternative provisions for the
reinstatement of the Company’s indebtedness in respect of such Securities after
the satisfaction and discharge thereof as provided in Section 401; 

(25) any exceptions to Section 113, or variation in the
definition of Business Day, with respect to the Securities of such series, or
any Tranche thereof; 

(26) any collateral security, assurance or guarantee for the
Securities of such series; 

(27) the non-applicability of Section 608 to the
Securities of such series or any exceptions or modifications of Section
608 with respect to the Securities of such series; 

(28) any rights or duties of another Person to assume the
obligations of the Company with respect to the Securities of such series
(whether as joint obligor, primary obligor, secondary obligor or substitute
obligor) and any rights or duties to discharge and release any obligor with
respect to the Securities of such series or this Indenture to the extent related
to such series;

(29) if a service charge will be made for the registration of
transfer or exchange of Securities of such series, or any Tranche thereof, the
amount or terms thereof; and 

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


All Securities of any one series and the coupons appertaining
to any Unregistered Securities of such series shall be substantially identical
except in the case of Registered Securities as to denomination and except as may
otherwise be provided in or pursuant to such Board Resolution and set forth in
such Officer’s Certificate or in any such indenture supplemental hereto and as
reasonably acceptable to the Trustee. Securities of different series may differ
in any respect. 

If the terms and form or forms of any series of Securities are
established by or pursuant to a Board Resolution, the Company shall deliver a
copy of such Board Resolution to the Trustee at or prior to the issuance of such
series with (1) the form or forms of Security that have been approved attached
thereto, or (2) if such Board Resolution authorizes a specific officer or
officers to approve the terms and form or forms of the Securities, a certificate
of such officer or officers approving the terms and form or forms of Security
with such form or forms of Securities attached thereto. Such Board Resolution or
certificate may provide general terms or parameters for Securities of any series
and may provide that the specific terms of particular Securities of a series may
be determined in accordance with or pursuant to the Company Order referred to in
Section 303 hereof. 

18 




With respect to Securities of a series subject to a Periodic
Offering, the indenture supplemental hereto or the Board Resolution that
establishes such series, or the Officer’s Certificate pursuant to such
supplemental indenture or Board Resolution, as the case may be, may provide
general terms or parameters for Securities of such series and provide either
that the specific terms of Securities of such series, or any Tranche thereof,
shall be specified in a Company Order or that such terms shall be determined by
the Company or its agents in accordance with procedures specified in a Company
Order as contemplated by the third paragraph of Section 303. 

Unless otherwise specified with respect to a series of
Securities pursuant to paragraph (2) of this Section, any limit upon the
aggregate principal amount of a series of Securities may be increased without
the consent of any Holders and additional Securities of such series may be
authenticated and delivered up to the limit upon the aggregate principal amount
authorized with respect to such series as so increased. 

Section 302. Denominations. The Securities of each
series shall be issuable in registered or unregistered form with or without
coupons in such denominations as shall be specified as contemplated by
Section 301. In the absence of any such provisions with respect to the
Securities of any series, the Registered Securities of such series shall be
issuable in denominations of $1,000 and any integral multiple thereof and the
Unregistered Securities of the series shall be issuable in denominations of
$5,000 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 and Chief Executive Officer, its President, its Senior
Vice President, Finance, or its Treasurer, under its corporate seal reproduced
thereon attested by its Secretary or one of its Assistant Secretaries. The
signature of any of these officers on the Securities may be manual or facsimile.
The coupons, if any, of Unregistered Securities shall bear the manual or
facsimile signature of any one of the officers or assistant officers referred to
in the first sentence of this Section. 

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

At any time and from time to time after the execution and
delivery of this Indenture, the Company may deliver Securities of any series
executed by the Company to the Trustee for authentication, together with a
Company Order for the authentication and delivery of such Securities, and the
Trustee in accordance with the Company Order shall authenticate and deliver such
Securities provided, however, that, with respect to Securities of a
series subject to a Periodic Offering, (a) such Company Order may be delivered
by the Company to the Trustee prior to the delivery to the Trustee of such
Securities for authentication and delivery, (b) the Trustee shall authenticate
and deliver Securities of such series for original issue from time to time, in
an aggregate principal amount not exceeding the aggregate principal amount
established for such series, all pursuant to a Company Order or pursuant to such
procedures acceptable to the Trustee as may be specified from time to time by a
Company Order, (c) the maturity date or dates, original issue date or dates,
interest rate or rates and any other terms of Securities of such series shall be determined by Company Order or pursuant to such
procedures and (d) if provided for in such procedures, such Company Order may
authorize authentication and delivery pursuant to oral or electronic
instructions from the Company or its duly authorized agent or agents, which oral
instructions shall be promptly confirmed in writing. 

19 




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: 

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

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

(c) 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, reorganization and other laws of
general applicability relating to or affecting creditors’ rights generally and
to general equity principles. 

Notwithstanding the provisions of Section 301 and of the
preceding paragraphs, if all Securities of a series are not to be originally
issued at one time, it shall not be necessary to deliver the Officer’s
Certificate otherwise required pursuant to Section 301 or the Company
Order and Opinion of Counsel otherwise required pursuant to such preceding
paragraphs at or prior to the time of 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.

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

Each Registered Security shall be dated the date of its
authentication and each Unregistered Security shall be dated the date of its
original issuance. 

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 no coupon shall be valid
until the Security to which it appertains has been so authenticated, and such
certificate upon any Security shall be conclusive evidence, and the only
evidence, that such Security has been duly authenticated and delivered hereunder
and is entitled to the benefits of this Indenture. 

Notwithstanding the foregoing, until the Company has delivered
an Officer’s Certificate to the Trustee and the Security Registrar stating that,
as a result of the action described, the Company would not suffer adverse
consequences under the provisions of United States law or regulations in effect at the time of the delivery of
Unregistered Securities, the Trustee or the Security Registrar will (i) deliver
Unregistered Securities only outside the United States and its possessions and
(ii) release Unregistered Securities in definitive form to the person entitled
to physical delivery thereof only upon presentation of a certificate in the form
prescribed by the Company. 

20 




Section 304. Temporary Securities. Pending the
preparation of definitive Registered Securities of any series (including Global
Securities), the Company may execute, and upon Company Order the Trustee shall
authenticate and deliver, temporary Registered Securities which are printed,
lithographed, typewritten, mimeographed or otherwise produced, in any authorized
denomination, substantially of the tenor of the definitive Registered 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.
Every temporary Registered Security shall be executed by the Company and
authenticated by the Trustee, and registered by the Security Registrar, upon the
same conditions, and with like effect, as a definitive Registered Security. 

If temporary Securities of any series are issued, the Company
will cause definitive Registered Securities of that series to be prepared
without unreasonable delay. After the preparation of definitive Registered
Securities of such series, the temporary Registered Securities of such series
shall be exchangeable for definitive Registered Securities of such series upon
surrender of the temporary Registered 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
Registered Securities of any series the Company shall execute and the Trustee
shall authenticate and deliver in exchange therefor a like principal amount of
definitive Registered Securities of the same series of authorized denominations.
Until so exchanged the temporary Registered Securities of any series shall in
all respects be entitled to the same benefits under this Indenture as definitive
Registered Securities of such series. 

Until definitive Unregistered Securities of any series
(including Global Securities) are ready for delivery, the Company may prepare
and execute and the Trustee shall authenticate one or more temporary
Unregistered Securities, which may have coupons attached or which may be in the
form of one or more temporary Global Unregistered Securities of that series
without coupons. The temporary Unregistered Security or Securities of any series
shall be substantially in the form approved by or pursuant to a Board Resolution
and shall be delivered to one of the Paying Agents located outside the United
States and its possessions or to such other person or persons as the Company
shall direct against such certification as the Company may from time to time
prescribe by or pursuant to a Board Resolution. The temporary Unregistered
Security or Securities of a series shall be executed by the Company and
authenticated by the Trustee upon the same conditions, and with like effect, as
a definitive Unregistered Security of such series, except as provided herein or
in the Board Resolution or supplemental Indenture relating thereto. A temporary
Unregistered Security or Securities shall be exchangeable for definitive
Unregistered Securities at the time and on the conditions, if any, specified in
the temporary Security. 

Upon any exchange of a part of a temporary Unregistered
Security of a series for definitive Unregistered Securities of such series, the
temporary Unregistered Security shall be endorsed by the Trustee or Paying Agent to reflect the
reduction of its principal amount by an amount equal to the aggregate principal
amount of the definitive Unregistered Securities of such series so exchanged and
endorsed. 

21 




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. 

Except in the case of Securities issued in the form of a Global
Security, upon surrender for registration of transfer of any Registered Security
of any 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 Registered Securities of the same series, of any authorized denominations
and of a like aggregate principal amount. 

If both Registered and Unregistered Securities are authorized
for a series of Securities and the terms of such Securities permit, (i)
Unregistered Securities may be exchanged for an equal principal amount of
Registered or Unregistered Securities of the same series and date of maturity in
any authorized denominations upon delivery to the Security Registrar (or a
Paying Agent (as herein defined), if the exchange is for Unregistered
Securities) of the Unregistered Security with all unmatured coupons and all
matured coupons in default appertaining thereto and if all other requirements of
the Security Registrar (or such Paying Agent) and such Securities for such
exchange are met, and (ii) Registered Securities, other than Securities issued
in the form of a Global Security (except as provided in Section 311), may
be exchanged for an equal principal amount of Unregistered Securities of the
same series and date of maturity in any authorized denominations (except that
any coupons appertaining to such Unregistered Securities which have matured and
have been paid shall be detached) upon delivery to the Security Registrar of the
Registered Securities and if all other requirements of the Security Registrar
and such Securities for such exchange are met. 

Notwithstanding the foregoing, the exchange of Unregistered
Securities for Registered Securities or Registered Securities for Unregistered
Securities will be subject to the satisfaction of the provisions of United
States law and regulations in effect at the time of such exchange, and no
exchange of Registered Securities for Unregistered Securities will be made until
the Company has notified the Trustee in an Officer’s Certificate and the
Security Registrar that, as a result of such exchange, the Company would not
suffer adverse consequences under such law or regulations. 

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. 

22 




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. 

Unless otherwise provided in a Board Resolution or an Officer’s
Certificate pursuant to a Board Resolution, or in an indenture supplemental
hereto, with respect to Securities of any series, or any Tranche thereof, no
service charge shall be made to the Holder 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 or 1106 not
involving any transfer. 

The Company shall not be required (i) to issue, register the
transfer of or exchange Securities of any series during a period beginning at
the opening of business 15 days before the day of the mailing of a notice of
redemption of Securities of that series selected for redemption under Section
1103 and ending at the close of business on the day of such mailing, or (ii)
to register the transfer of or exchange any Security so selected for redemption
in whole or in part, except the unredeemed portion of any Security being
redeemed in part. Unregistered Securities or any coupons appertaining thereto
shall be transferable by delivery thereof. 

Section 306. Mutilated, Destroyed, Lost and Stolen
Securities. If any mutilated Security or a Security with a mutilated coupon
or coupons appertaining to it is surrendered to the Trustee, the Company shall
execute and the Trustee shall authenticate and deliver in exchange therefor a
replacement Registered Security, if such surrendered security was a Registered
Security, or a replacement Unregistered Security with coupons corresponding to
the coupons appertaining to the surrendered Security, if such surrendered
Security was an Unregistered 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
or any coupon or coupons appertaining thereto, and (ii) such bond, security or
indemnity as may be required by them to save each of them and any agent of
either of them harmless, then, in the absence of actual notice to the Company or
the Trustee that such Security or any coupon or coupons appertaining thereto has
been acquired by a bona fide purchaser, the Company shall execute and upon its
request the Trustee shall authenticate and deliver, a replacement Registered
Security, if such Holder’s claim pertains to a Registered Security, or a
replacement Unregistered Security with coupons corresponding to the coupons
appertaining to the destroyed, lost or stolen Unregistered Security or the
Unregistered Security to which such destroyed, lost or stolen coupon or coupons
appertains, if such Holder’s claim pertains to an Unregistered 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
or any coupon or coupons appertaining thereto has become or is about to become
due and payable, the Company in its discretion may, instead of issuing a new
Security, pay such Security or any coupon or coupons appertaining thereto. 

23 




Upon the issuance of any new Security under this Section or any
coupon or coupons appertaining thereto, 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 or any coupon or coupons appertaining
thereto of any series issued pursuant to this Section in lieu of any destroyed,
lost or stolen Security or any coupon or coupons appertaining thereto shall
constitute an original additional contractual obligation of the Company, whether
or not the destroyed, lost or stolen Security or any coupon or coupons
appertaining thereto is 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 or any coupon or coupons appertaining thereto 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 or payment of mutilated, destroyed, lost or stolen Securities or any
coupon or coupons appertaining thereto. 

Section 307. Payment of Interest; Interest Rights
Preserved. Unless otherwise provided as contemplated by Section 301
with respect to the Securities of any series, or any Tranche thereof, interest
on any Registered Security that is payable, and is punctually paid or duly
provided for, on any Interest Payment Date shall be paid to the Person in whose
name that Registered Security (or one or more Predecessor Securities) is
registered at the close of business on the Regular Record Date for such
interest. In case an Unregistered Security of any series is surrendered in
exchange for a Registered Security of such series after the close of business
(at an office or agency of the Company in a Place of Payment for such series) on
any Regular Record Date and before the opening of business (at such office or
agency) on the next succeeding Interest Payment Date, such Unregistered Security
shall be surrendered without the coupon relating to such Interest Payment Date
and interest will not be payable on such Interest Payment Date in respect of the
Registered Security issued in exchange for such Unregistered Security, but will
be payable only to the Holder of such coupon when due in accordance with
provisions of this Indenture. 

Any interest on any Registered Security of any series that is
payable, but is not punctually paid or duly provided for, on any Interest
Payment Date (herein called “Defaulted Interest”) shall forthwith
cease to be payable to the 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:


(1) The Company may elect to make payment of any Defaulted
Interest to the Persons in whose names the Registered Securities of such series
(or their respective Predecessor Securities) are registered at the close of
business on a Special Record Date for the payment of such Defaulted Interest,
which shall be fixed in the following manner. The Company shall notify the
Trustee in writing of the amount of Defaulted Interest proposed to be paid on
each Registered Security of such series and the date of the proposed payment,
and at the same time the Company shall deposit with the Trustee an amount of
money 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 mailed, first-class postage prepaid,
to each Holder of Registered Securities of such series at the address of such
Holder as it appears in the Security Register, not less than 10 days prior to
such Special Record Date. Notice of the proposed payment of such Defaulted
Interest and the Special Record Date therefor having been so mailed, such
Defaulted Interest shall be paid to the Persons in whose names the Registered
Securities of such series (or their respective Predecessor Securities) are
registered at the close of business on such Special Record Date and shall no
longer be payable pursuant to the following clause (2). In case an Unregistered
Security of any series is surrendered at the office or agency of the Company in
a Place of Payment for such series in exchange for a Registered Security of such
series after the close of business at such office or agency on any Special
Record Date and before the opening of business at such office or agency on the
related proposed date for payment of Defaulted Interest, such Unregistered
Security shall be surrendered without the coupon relating to such proposed date
of payment and Defaulted Interest will not be payable on such proposed date of
payment in respect of the Registered Security issued in exchange for such
Unregistered Security, but will be payable only to the Holder of such coupon
when due in accordance with the provisions of this Indenture. 

24 




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

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

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


Section 308. Persons Deemed Owners. Prior to due
presentment of a Registered Security for registration of transfer, the Company,
the Trustee and any agent of the Company or the Trustee may treat the Person in
whose name such Registered Security is registered as the owner of such
Registered Security for the purpose of receiving payment of principal of (and premium, if any) and (subject to Section 301 and
Section 307) interest, if any, on such Registered Security and for all
other purposes whatsoever, whether or not such Registered Security be overdue,
and neither the Company, the Trustee nor any agent of the Company or the Trustee
shall be affected by notice to the contrary.


25 




Ownership of Registered Securities of a series shall be proved
by the computerized book-entry system of the Depository in the case of
Registered Securities issued in the form of a Global Security. Ownership of
Unregistered Securities may be proved by the production of such Unregistered
Securities or by a certificate or affidavit executed by the person holding such
Unregistered Securities or by a depository with whom such Unregistered
Securities were deposited, if the certificate or affidavit is satisfactory to
the Trustee and the Company. The Company, the Trustee and any agent of the
Company may treat the bearer of any Unregistered Security or coupon and the
person in whose name a Registered Security is registered as the absolute owner
thereof for all purposes. 

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

Section 309. Cancellation. Except as otherwise specified
as contemplated by Section 301 for Securities of any series, all
Securities and coupons surrendered for payment, redemption, 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, if not theretofore cancelled, shall be promptly cancelled by it. Except as
otherwise specified as contemplated by Section 301 for Securities of any
series, the Company may at any time deliver to the Trustee for cancellation any
Securities or coupons previously authenticated and delivered hereunder that the
Company may have acquired in any manner whatsoever or that the Company has not
issued and sold, and all Securities or coupons so delivered shall be promptly
cancelled by the Trustee. No Securities shall be authenticated in lieu of or in
exchange for any Securities or coupons cancelled as provided in this Section,
except as expressly permitted by this Indenture. All cancelled Securities or
coupons held by the Trustee shall be destroyed and the Trustee shall furnish an
affidavit to the Company (setting forth the serial numbers of such Securities)
attesting to such destruction unless by a Company Order the Company shall direct
that the cancelled Securities or coupons be returned to it. 

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 year of twelve 30-day months. 

Section 311. Global Securities; Exchanges; Registration and
Registration of Transfer. If specified as contemplated by Section
301, the Securities may be issued in the form of one or more Global
Securities, which shall be deposited with the Depository, and, unless otherwise
specified in the form of Global Security adopted pursuant to Section 301,
be registered in the name of the Depository’s nominee. 

26 




Except as otherwise specified as contemplated by Section
301, any permanent Global Security shall be exchangeable only as provided in
this paragraph. If the beneficial owners of interests in a permanent Global
Security are entitled to exchange such interests for Securities of such series
of like tenor and principal amount of another authorized form, as specified as
contemplated by Section 301, then without unnecessary delay but in any
event not later than the earliest date on which such interests may be so
exchanged, the Company shall deliver to the Trustee definitive Securities of
that series in aggregate principal amount equal to the principal amount of such
permanent Global Security, executed by the Company. On or after the earliest
date on which such interests may be so exchanged, such permanent Global Security
shall be surrendered from time to time in accordance with instructions given to
the Trustee and the Depository (which instructions shall be in writing but need
not comply with Section 102 or be accompanied by an Opinion of Counsel)
by the Depository or such other depository as shall be specified in the Company
Order with respect thereto to the Trustee, as the Company’s agent for such
purpose, to be exchanged, in whole or in part, for definitive Securities of the
same series without charge and the Trustee shall authenticate and deliver, in
exchange for each portion of such permanent Global Security, a like aggregate
principal amount of definitive Securities of the same series of authorized
denominations and of like tenor as the portion of such permanent Global Security
to be exchanged which, unless the Securities of the series are not issuable both
as Unregistered Securities and as Registered Securities, as specified as
contemplated by Section 301, shall be in the form of Unregistered
Securities or Registered Securities, or any combination thereof, as shall be
specified by the beneficial owner thereof; provided, however, that
no such exchanges may occur during the periods specified by Section 305;
and provided, further, that no Unregistered Security delivered in
exchange for a portion of a permanent Global Security shall be mailed or
otherwise delivered to any location in the United States unless the Company has
complied with the fourth paragraph of Section 305. Promptly following any
such exchange in part, such permanent Global Security shall be returned by the
Trustee, to the Depository or such other depository referred to above, in
accordance with the instructions of the Company referred to above. 

The Global Security may be transferred to another nominee of
the Depository, or to a successor Depository selected by the Company, and upon
surrender for registration of transfer of the Global Security to the Trustee,
the Company shall execute, and the Trustee shall authenticate and deliver, in
the name of the designated transferee, a new Global Security in the same
aggregate principal amount. If at any time the Depository notifies the Company
that it is unwilling or unable to continue as Depository and a successor
Depository satisfactory to the Company is not appointed within 90 days after the
Company receives such notice, the Company will execute, and the Trustee will
authenticate and deliver, Securities in definitive form to the Depository in
exchange for the Global Security. In addition, if at any time the Company
determines that it is not in the best interest of the Company or the beneficial
owners of Securities to continue to have a Global Security representing all of
the Securities held by a Depository, the Company may, at its option, execute,
and the Trustee will authenticate and deliver, Securities in definitive form to
the Depository in exchange for all or a portion of the Global Security. Promptly
after any such exchange of Securities in definitive form for all or a portion of
the Global Security pursuant to this paragraph, the Company shall promulgate
regulations governing registration of transfers and exchanges of Securities in
definitive form, which regulations shall be reasonably satisfactory to the
Trustee and shall thereafter bind every Holder of such Securities. 

27 




Section 312. Extension of Interest Payment. The Company
shall have the right at any time, so long as the Company is not in default in
the payment of interest on the Securities of any series hereunder, to extend
interest payment periods on all Securities of one or more series, if so
specified as contemplated by Section 301 with respect to such Securities
and upon such terms as may be specified as contemplated by Section 301
with respect to such Securities. If the Company ever so extends any such
interest payment period, the Company shall promptly notify the Trustee. 

ARTICLE IV 

SATISFACTION AND DISCHARGE 

Section 401. Satisfaction and Discharge of Indenture.
(a) This Indenture shall upon Company Request cease to be of further effect
(except as to any surviving rights of registration of transfer or exchange of
Securities herein expressly provided for), 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 theretofore authenticated and delivered
(other than (i) Securities which have been destroyed, lost or stolen and which
have been replaced or paid as provided in Section 306 and (ii) Securities
that are deemed paid and discharged pursuant to Section 403) have been
delivered to the Trustee for cancellation; or 

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

(i) have become due and payable, or 

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

(iii) are to be called for redemption pursuant to Article
XI hereof 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, or 

(iv) are deemed paid and discharged pursuant to Section
403, as applicable, 

and the Company, in the case of clause (i), (ii) or (iii)
above, has deposited or caused to be deposited with the Trustee as trust funds
in trust for such purpose an amount of (a) money, or (b) (I) Eligible
Obligations which through the payment of interest and principal in respect
thereof in accordance with their terms will provide on or before the Stated
Maturity or Redemption Date, as the case may be, money in an amount, or (II) a
combination of money or Eligible Obligations as provided in clause (I) above, in
each case sufficient, in the opinion of a nationally recognized firm of
independent certified public accountants expressed in a written certification thereof
delivered to the Trustee, to pay and discharge the entire indebtedness on such
Securities not theretofore delivered to the Trustee for cancellation, for
principal (and premium, if any) and interest, if any, to the date of such
deposit (in the case of Securities that have become due and payable) or to the
Stated Maturity or Redemption Date, as the case may be; 

28 




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

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

Notwithstanding the satisfaction and discharge of this
Indenture, the obligations of the Company to the Trustee under Section
607, the obligations of the Trustee to any Authenticating Agent under
Section 614 and, if money or Eligible Obligations have been deposited
with the Trustee pursuant to subclause (B) of clause (1) of this Section or if
money or Eligible Obligations shall have been deposited with or received by the
Trustee pursuant to Section 403, the obligations of the Trustee under
Section 402 and the last paragraph of Section 1003 shall survive.


(b) Upon satisfaction and discharge of this Indenture as
provided in this Section 401, the Trustee shall assign, transfer and turn
over to the Company, subject to the lien provided by Section 607, any and
all money, securities and other property then held by the Trustee for the
benefit of the Holders of the Securities other than money and Eligible
Obligations held by the Trustee pursuant to Section 402. 

Section 402. Application of Trust Money. (a) Neither the
Eligible Obligations nor the money deposited with the Trustee pursuant to
Section 403(e), nor the principal or interest payments on any such
Eligible Obligations, shall be withdrawn or used for any purpose other than, and
shall be held in trust for, the payment of the principal of and premium, if any,
and interest, if any, on the Securities or portions of principal amount thereof
in respect of which such deposit was made, all subject, however, to the
provisions of Section 1003; provided, however, that, so long as
there shall not have occurred and be continuing an Event of Default, any cash
received from such principal or interest payments on such Eligible Obligations
deposited with the Trustee, if not then needed for such purpose, shall, to the
extent practicable, be invested in Eligible Obligations of the type described in
Section 403(e)(2)(A) maturing at such times and in such amounts as shall
be sufficient to pay when due the principal of and premium, if any, and
interest, if any, due and to become due on such Securities or portions thereof
on and prior to the Maturity thereof, and interest earned from such reinvestment
shall be paid over to the Company as received by the Trustee, free and clear of
any trust, lien or pledge under this Indenture except the lien provided by
Section 607; and provided, further, that, so long as there shall
not have occurred and be continuing an Event of Default, any moneys held by the
Trustee in accordance with this Section on the Maturity of all such Securities
in excess of the amount required to pay the principal of and premium, if any,
and interest, if any, then due on such Securities shall be paid over to the
Company free and clear of any trust, lien or pledge under this Indenture except
the lien provided by Section 607. 

29 




(b) The Company shall pay and shall indemnify the Trustee
against any tax, fee or other charge imposed on or assessed against Eligible
Obligations deposited pursuant to Section 401, 403 or 1007
or the interest and principal received in respect of such obligations other than
any payable by or on behalf of Holders. 

Section 403. Satisfaction, Discharge and Defeasance of
Securities of Any Series. The Company shall be deemed to have paid and
discharged the entire indebtedness on all the Outstanding Securities of any
series or Tranche, or any portion of the principal amount thereof, on the 91st
day after the date of the deposit referred to in subparagraph (e) hereof, and
the provisions of this Indenture, as it relates to such Outstanding Securities
of such series, shall be satisfied and discharged and shall no longer be in
effect (and the Trustee, at the expense of the Company, shall at Company Request
execute proper instruments acknowledging the same), except as to: 

(a) the rights of Holders of Securities of such series to
receive, solely from the trust funds described in subparagraph (e) hereof, (i)
payment of the principal of (and premium, if any) and each installment of
principal of (and premium, if any) or interest, if any, on the Outstanding
Securities of such series, or portions thereof, on the Stated Maturity of such
principal or installment of principal or interest or to and including the
Redemption Date irrevocably designated by the Company pursuant to subparagraph
(k) hereof and (ii) the benefit of any mandatory sinking fund payments
applicable to the Securities of such series on the day on which such payments
are due and payable in accordance with the terms of this Indenture and the
Securities of such series; 

(b) the obligations of the Company and the Trustee with respect
to such Securities of such series under Sections 304, 305, 306, 614,
1002, 1003 and 1203 and, if the Company shall have irrevocably designated a
Redemption Date pursuant to subparagraph (k) hereof, Sections 1104 and
1106; and 

(c) the Company’s obligations with respect to the Trustee under
Section 607; 

provided that, the following conditions shall have been
satisfied: 

(d) the Company has deposited or caused to be irrevocably
deposited (except as provided in Section 402) with the Trustee as trust
funds in trust, specifically pledged as security for, and dedicated solely to,
the benefit of the Holders of the Securities of such series, (i) money in an
amount, or (ii) (A) Eligible Obligations which through the payment of interest
and principal in respect thereof in accordance with their terms will provide on
or before the due date of any payment referred to in clause (x) or (y) of this
subparagraph (e) money in an amount or (B) a combination thereof, sufficient, in
the opinion of a nationally recognized firm of independent certified public
accountants expressed in a written certification thereof delivered to the
Trustee, to pay and discharge (x) the principal of (and premium, if any) and
each installment of principal (and premium, if any) and interest, if any, on
such Securities on the Stated Maturity of such principal or installment of
principal or interest or to and including the Redemption Date irrevocably
designated by the Company pursuant to subparagraph (k) hereof and (y) any
mandatory sinking fund payments applicable to the Securities of such series on
the day on which such payments are due and payable in accordance with
the terms of this Indenture and of the Securities of such series; 

30 




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

(f) such provision would not cause any Outstanding Securities
of such series then listed on the New York Stock Exchange or other securities
exchange to be delisted as a result thereof; 

(g) no Event of Default or event that with notice or lapse of
time would become an Event of Default with respect to the Securities of such
series has occurred and is continuing on the date of such deposit or during the
period ending on the 91st day after such date; 

(h) the Company has delivered to the Trustee an Officer’s
Certificate and an Opinion of Counsel to the effect that (x) the Company has
received from, or there has been published by, the Internal Revenue Service a
ruling or (y) there has been a change in law or regulation occurring after the
date hereof, to the effect that Holders of the Securities of such series will
not recognize income, gain or loss for federal income tax purposes as a result
of such deposit, defeasance and discharge and will be subject to federal income
tax on the same amount and in the same manner and at the same times, as would
have been the case if such deposit, defeasance and discharge had not occurred;


(i) the Company has delivered to the Trustee an Officer’s
Certificate and an Opinion of Counsel, each stating that all conditions
precedent provided for relating to the defeasance contemplated by this Section
have been complied with; and 

(j) if the Company has deposited or caused to be deposited
money or Eligible Obligations to pay or discharge the principal of (and premium,
if any) and interest on the Outstanding Securities of a series to and including
a Redemption Date pursuant to subparagraph (e) hereof, such Redemption Date
shall be irrevocably designated by a Board Resolution delivered to the Trustee
on or prior to the date of deposit of such money or Eligible Obligations, and
such Board Resolution shall be accompanied by an irrevocable Company Request
that the Trustee give notice of such redemption in the name and at the expense
of the Company not less than 30 nor more than 60 days prior to such Redemption
Date in accordance with Section 1104. 

ARTICLE V 

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: 

31 




(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; provided, however, that a valid extension of the
interest payment period by the Company as contemplated in Section 312
shall not constitute a failure to pay interest for this purpose; or 

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

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

(4) default in the performance, or breach, of any covenant or
warranty of the Company in this Indenture (other than a covenant or warranty a
default in whose performance or whose breach is elsewhere in this Section
specifically dealt with or which has expressly been included in this Indenture
solely for the benefit of one or more 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
aggregate principal amount of the Outstanding Securities of such series a
written notice specifying such default or breach and requiring it to be remedied
and stating that such notice is a “Notice of Default” hereunder;
or 

(5) the entry by a court having jurisdiction in the premises of
(A) a decree or order for relief in respect of the Company in an involuntary
case or proceeding under any applicable federal or state bankruptcy, insolvency,
reorganization or other similar law or (B) a decree or order adjudging the
Company a bankrupt or insolvent, or approving as properly filed a petition
seeking reorganization, arrangement, adjustment or composition of or in respect
of the Company under any applicable federal or state law, or appointing a
custodian, receiver, liquidator, assignee, trustee, sequestrator or other
similar official of the Company or of any substantial part of its property, or
ordering the winding up or liquidation of its affairs, and the continuance of
any such decree or order for relief or any such other decree or order unstayed
and in effect for a period of 60 consecutive days; or 

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

32 




(7) any other Event of Default provided with respect to
Securities of such series as contemplated by Sections 301 and
901(3). 

Section 502. Acceleration of Maturity; Rescission and
Annulment. If an Event of Default with respect to any series or Tranche of
Senior Securities at the time Outstanding occurs and is continuing, then, unless
the principal of and interest on such series or Tranche of Senior Securities has
already become due and payable, either the Trustee or the Holders of a majority
in aggregate principal amount of such series or Tranche of Senior Securities
then outstanding, by notice in writing to the Company (and to the Trustee if
given by such Holders), may declare the principal of and interest on all the
Senior Securities of such series or Tranche (or if any of the Senior Securities
are Original Issue Discount Securities or Indexed Securities, such portion of
the principal amount of such Securities as may be specified in the terms
thereof) to be due and payable immediately and upon any such declaration the
same shall become immediately due and payable, anything in this Indenture or in
the Senior Securities of such series or Tranche contained to the contrary
notwithstanding; provided, however, that if an Event of Default
has occurred and is continuing with respect to more than one series or Tranche
of Senior Securities, the Trustee or the Holders of a majority in aggregate
principal amount of the Outstanding Senior Securities (or if any of the Senior
Securities are Original Issue Discount Securities or Indexed Securities, such
portion of the principal amount of such Securities as may be specified in the
terms thereof) of all such series or Tranches (voting as one class) may make
such declaration of acceleration, and not the Holders of the Senior Securities
of any one of such series or Tranches. 

If an Event of Default with respect to any series or Tranche of
Subordinated Securities at the time Outstanding occurs and is continuing, then,
unless the principal of and interest on such series or Tranche of Subordinated
Securities has already become due and payable, either the Trustee or the Holders
of a majority in aggregate principal amount of the Subordinated Securities of
such series or Tranche then outstanding, by notice in writing to the Company
(and to the Trustee if given by such Holders), may declare the principal of and
interest on all the Subordinated Securities of such series or Tranche (or if any
of the Subordinated Securities are Original Issue Discount Securities or Indexed
Securities, such portion of the principal amount of such Securities as may be
specified in the terms thereof) to be due and payable immediately and upon any
such declaration the same shall become immediately due and payable, anything in
this Indenture or in the Subordinated Securities of such series contained to the
contrary notwithstanding; provided, however, that if an Event of
Default has occurred and is continuing with respect to more than one series or
Tranche of Subordinated Securities, the Trustee or the Holders of a majority in
aggregate principal amount of the Outstanding Subordinated Securities (or if any
of the Subordinated Securities are Original Issue Discount Securities or Indexed
Securities, such portion of the principal amount of such Securities as may be
specified in the terms thereof) of all such series or Tranche (voting as one
class) may make such declaration of acceleration, and not the Holders of the
Subordinated Securities of any one of such series or Tranches. 

In the case of any declaration of acceleration of the Stated
Maturity of any Original Issue Discount Securities or Indexed Securities of a
series, the Company shall furnish the Trustee with an Officer’s Certificate stating the amount of principal to be
paid to a Holder of $1,000 principal amount of such Securities. 

33 




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 Event or Events of Default giving rise
to such declaration of acceleration shall, without further act, be deemed to
have been waived, and such declaration and its consequences shall, without
further act, be deemed to have been rescinded and annulled, if 

(1) the Company has paid or deposited with the Trustee a sum
sufficient to pay 

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


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

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

(D) all amounts due to the Trustee under Section 607;


and 

(2) all Events of Default with respect to Securities of that
series, other than the non-payment of the principal of Securities of that series
that have become due solely by such declaration of acceleration, have been cured
or waived as provided in Section 513. 

No such rescission shall affect any subsequent Event of Default
or impair any right consequent thereon. 

Section 503. Collection of Indebtedness and Suits for
Enforcement by Trustee. If an Event of Default described in clause (1) or
(2) of Section 501 has occurred and is continuing, the Company shall,
upon demand of the Trustee, pay to it, for the benefit of the Holders of the
Securities of the series with respect to which such Event of Default has
occurred, the whole amount then due and payable on such Securities for principal
(and premium, if any) and interest, if any, and, to the extent that payment of
such interest shall be legally enforceable, interest on any overdue principal
(and premium, if any) 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 any amounts due to the Trustee under
Section 607. 

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

34 




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 deems most
effectual to protect and enforce any such rights, whether for the specific
enforcement of any covenant or agreement in this Indenture or in aid of the
exercise of any power granted herein, or to enforce any other proper remedy.


Section 504. Trustee May File Proofs of Claim. In case
of the pendency of any receivership, insolvency, liquidation, bankruptcy,
reorganization, arrangement, adjustment, composition or other judicial
proceeding relative to the Company or any other obligor upon the Securities or
the property of the Company or of such other obligor or their creditors, the
Trustee (irrespective of whether the principal of the Securities shall then be
due and payable as therein expressed or by declaration or otherwise and
irrespective of whether the Trustee shall have made any demand on the Company
for the payment of overdue principal or interest) shall be entitled and
empowered, by intervention in such proceeding or otherwise, 

(i) to file and prove a claim for the whole amount of principal
(and premium, if any) and interest, if any, owing and unpaid in respect of the
Securities and to file such other papers or documents as may be necessary or
advisable in order to have the claims of the Trustee (including any claim for
amounts due to the Trustee under Section 607 and of the Holders allowed
in such judicial proceeding, and 

(ii) 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, if the
Trustee consents to the making of such payments directly to the Holders, to pay
to the Trustee any amount due it under Section 607. 

Nothing herein contained shall be deemed to authorize the
Trustee to authorize or consent to or accept or adopt on behalf of any Holder
any plan of reorganization, arrangement, adjustment or composition affecting the
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. 

Section 505. Trustee May Enforce Claims Without Possession
of Securities or Coupons. All rights of action and claims under this
Indenture or the Securities or coupons may be prosecuted and enforced by the
Trustee without the possession of any of the Securities or coupons or the
production thereof in any proceeding relating thereto, and any such proceeding
instituted by the Trustee shall be brought in its own name as trustee of an
express trust, and any recovery of judgment shall, after provision for the
payment of the amounts due to the Trustee under Section 607, be for the
ratable benefit of the Holders of the Securities and coupons in respect of which
such judgment has been recovered. 

35 




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 premium, if any) or
interest, if any, upon presentation of the Securities in respect of which or for
the benefit of which such money shall have been collected and the notation
thereon of the payment if only partially paid and upon surrender thereof if
fully paid: 

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

SECOND: To the payment of the amounts then due and unpaid for
principal of (and premium, if any) and interest, if any, 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 premium, if any) and
interest, if any, respectively; and 

THIRD: The balance, if any, to the Company. 

The Trustee may fix a record date (with respect to Registered
Securities) and payment date for any such payment to Holders of Securities. 

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 a majority in aggregate
principal amount of the Outstanding Securities of all series of Senior
Securities in respect of which an Event of Default has occurred and is
continuing, considered as one class, 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 if such holder is a Holder of Senior Securities or the
Holders of not less than a majority in aggregate principal amount of the
Outstanding Securities of all series of Subordinated Securities in respect of
which an Event of Default has occurred and is continuing, considered as one
class, 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 if such
Holder is a Holder of Subordinated Securities; 

(3) such Holder or Holders have offered to the Trustee
indemnity against the reasonable costs, expenses and liabilities to be incurred
in compliance with such request; 

(4) the Trustee for 60 days after its receipt of such notice,
request and offer of indemnity has failed to institute any such proceeding; and


(5) no direction inconsistent with such written request has
been given to the Trustee during such 60-day period by the Holders of a majority
in aggregate principal amount of the Outstanding Securities of all series; it being understood and intended that (subject to Section
508) 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. 

36 




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 premium,
if any) and (subject to Section 307) interest, if any, on such Security
on the Stated Maturity or Maturities expressed in such Security (or, in the case
of redemption, on the Redemption Date, or, in the case of repayment at the
option of the Holder, on the Repayment Date) and to institute suit for the
enforcement of any such payment, and such rights shall not be impaired without
the consent of such Holder. 

Section 509. Restoration of Rights and Remedies. If the
Trustee or any Holder has instituted any proceeding to enforce any right or
remedy under this Indenture and such proceeding has been discontinued or
abandoned for any reason, or has been determined adversely to the Trustee or to
such Holder, then and in every such case, subject to any determination in such
proceeding, the Company, the Trustee and such Holder shall be restored severally
and respectively to their former positions hereunder and thereafter all rights
and remedies of the Trustee and such Holder shall continue as though no such
proceeding had been instituted. 

Section 510. Rights and Remedies Cumulative. Except as
otherwise provided with respect to the replacement or payment of mutilated,
destroyed, lost or stolen Securities in the last paragraph of Section
306, no right or remedy herein conferred upon or reserved to the Trustee or
to the Holders is intended to be exclusive of any other right or remedy, and
every right and remedy shall, to the extent permitted by law, be cumulative and
in addition to every other right and remedy given hereunder or now or hereafter
existing at law or in equity or otherwise. The assertion or employment of any
right or remedy hereunder, or otherwise, shall not prevent the concurrent
assertion or employment of any other appropriate right or remedy. 

Section 511. Delay or Omission Not Waiver. No delay or
omission of the Trustee or of any Holder of any Securities to exercise any right
or remedy accruing upon any Event of Default shall impair any such right or
remedy or constitute a waiver of any such Event of Default or an acquiescence
therein. Every right and remedy given by this Article or by law to the Trustee
or to the Holders may be exercised from time to time, and as often as may be
deemed expedient, by the Trustee or by the Holders, as the case may be. 

Section 512. Control by Holders. If an Event of Default
shall have occurred and be continuing in respect of a series of Securities, the
Holders of a majority in aggregate principal amount of the Outstanding
Securities of such series shall have the right to direct the time, method and
place of conducting any proceeding for any remedy available to the Trustee, or
exercising any trust or power conferred on the Trustee, with respect to the
Securities of such series or Tranche; provided, however, that if an Event
of Default has occurred and is continuing with respect to more than one series of Senior Securities, the
Holders of a majority in aggregate principal amount of the Outstanding
Securities of all such series, considered as one class, shall have the right to
make such direction, an not the Holders of the Senior Securities of any one of
such series, and if an Event of Default has occurred and is continuing with
respect to more than one series of Subordinated Securities, the Holders of a
majority in aggregate principal amount of all such series, considered as one
class, shall have the right to make such direction, and not the Holders of the
Subordinated Securities of any one of such series; provided, further that 

37 




(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 aggregate 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; provided that if any such past default has occurred with
respect to more than one series of Senior Securities, the Holders of a majority
in aggregate principal amount of the Outstanding Securities of all such series,
considered as one class, may make such waiver, and not the Holders of any one of
such series; provided further that if any such past default has occurred
with respect to more than one series of Subordinated Securities, the Holders of
a majority in aggregate principal amount of the Outstanding Securities of all
such series, considered as one class, may make such waiver, and not the Holders
of any one of such series, in each case except a default 

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

(2) in respect of a covenant or provision hereof that under
Section 902 cannot be modified or amended without the consent of the
Holder of each Outstanding Security of such series affected. 

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

Section 514. Undertaking for Costs. All parties to this
Indenture agree, and each Holder of any Security by his acceptance thereof shall
be deemed to have agreed, that any court may in its discretion require, in any
suit for the enforcement of any right or remedy under this Indenture, or in any
suit against the Trustee for any action taken, suffered or omitted by it as
Trustee, the filing by any party litigant in such suit of an undertaking to pay
the costs of such suit, and that such court may in its discretion assess
reasonable costs, including reasonable attorneys’ fees, against any party
litigant in such suit, having due regard to the merits and good faith of the
claims or defenses made by such party litigant; but the provisions of this
Section shall not apply to any suit instituted by the Company, to any suit
instituted by the Trustee, to any suit instituted by any Holder, or group of
Holders, holding in the aggregate more than 10% in aggregate principal amount of the Outstanding Securities of all
series in respect of which such suit may be brought, considered as one class, or
to any suit instituted by any Holder for the enforcement of the payment of the
principal of (or premium, if any) or interest, if any, on any Security on or
after the Stated Maturity or Maturities expressed in such Security (or, in the
case of redemption, on or after the Redemption Date, or, in the case of
repayment at the option of the Holder, on or after the Repayment Date). 

38 




Section 515. Waiver of Stay or Extension Laws. The
Company covenants (to the extent that it may lawfully do so) that it will not at
any time insist upon, or plead, or in any manner whatsoever claim or take the
benefit or advantage of, any stay or extension law 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 VI 

THE TRUSTEE 

Section 601. Certain Duties and Responsibilities. (a)
Except during the continuance of an Event of Default with respect to Securities
of any series, 

(1) the Trustee undertakes to perform, with respect to
Securities of such series, such duties and only such duties as are specifically
set forth in this Indenture, and no implied covenants or obligations shall be
read into this Indenture against the Trustee; and 

(2) in the absence of bad faith on its part, the Trustee may,
with respect to Securities of such series, conclusively rely, as to the truth of
the statements and the correctness of the opinions expressed therein, upon
certificates or opinions furnished to the Trustee and conforming to the
requirements of this Indenture; but in the case of any such certificates or
opinions which by any provision hereof are specifically required to be furnished
to the Trustee, the Trustee shall be under a duty to examine the same to
determine whether or not they conform to the requirements of this Indenture.


(b) If an Event of Default with respect to Securities of any
series has occurred and is continuing, the Trustee shall exercise, with respect
to Securities of such series, such of the rights and powers vested in it by this
Indenture, and use the same degree of care and skill in their exercise, as a
prudent man would exercise or use under the circumstances in the conduct of his
own affairs. 

(c) No provision of this Indenture shall be construed to
relieve the Trustee from liability for its own negligent action, its own
negligent failure to act, or its own wilful misconduct, except that 

39 




(1) this subsection shall not be construed to limit the effect
of subsection (a) of this Section; 

(2) the Trustee shall not be liable for any error of judgment
made in good faith by a Responsible Officer, unless it shall be proved that the
Trustee was negligent in ascertaining the pertinent facts; 

(3) the Trustee shall not be liable with respect to any action
taken or omitted to be taken by it in good faith in accordance with the
direction of the Holders of a majority in aggregate principal amount of the
Outstanding Securities of any one or more series, as provided herein, relating
to the time, method and place of conducting any proceeding for any remedy
available to the Trustee, or exercising any trust or power conferred upon the
Trustee, under this Indenture with respect to the Securities of such series; and


(4) 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 has reasonable grounds for believing that repayment of
such funds or adequate indemnity against such risk or liability is not
reasonably assured to it. 

(d) 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. Within 90 days after
the occurrence of any default hereunder with respect to the Securities of any
series, the Trustee shall transmit by mail to all Holders of Securities of such
series entitled to receive reports pursuant to Section 704(3) (and, if
Unregistered Securities of that series are outstanding, shall cause to be
published at least once in an Authorized Newspaper in The City of New York and,
if Securities of that series are listed on any stock exchange outside of the
United States, in the city in which such stock exchange is located) notice of
such default hereunder known to the Trustee, unless such default shall have been
cured or waived; provided, however, that, except in the case of a
default in the payment of the principal of (or premium, if any) or interest, if
any, on any Security of such series or in the payment of any sinking fund
installment with respect to Securities of such series, the Trustee shall be
protected in withholding such notice if and so long as the board of directors,
the executive committee or a trust committee of directors or Responsible
Officers of the Trustee in good faith determine that the withholding of such
notice is in the interest of the Holders of Securities of such series; and
provided, further, that in the case of any default of the character
specified in Section 501(4) with respect to Securities of such series, no
such notice to Holders shall be given until at least 75 days after the
occurrence thereof. For the purpose of this Section, the term
“default” means any event that 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 and to the applicable provisions of the Trust
Indenture Act: 

40 




(a) 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 reasonably
believed by it to be genuine and to have been signed or presented by the proper
party or parties; 

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

(c) whenever in the administration of this Indenture the
Trustee shall deem it desirable that a matter be proved or established prior to
taking, suffering or omitting any action hereunder, the Trustee (unless other
evidence be herein specifically prescribed) may, in the absence of bad faith on
its part, rely upon an Officer’s Certificate or a certificate of an officer or
officers delivered pursuant to Section 301 and such Officer’s Certificate
or certificate of an officer or officers, in the absence of negligence or bad
faith on the part of the Trustee, shall be full warrant to the Trustee for any
action taken, suffered or omitted by it under the provisions of this Indenture
upon the faith thereof; 

(d) 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; 

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

(f) the Trustee shall not be bound to make any investigation
into the facts or matters stated in any resolution, certificate, statement,
instrument, opinion, report, notice, request, direction, consent, order, bond,
debenture, note, 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 (subject to
applicable legal requirements) be entitled to examine, during normal business
hours, the books, records and premises of the Company, personally or by agent or
attorney; and 

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


41 




Section 604. Not Responsible for Recitals or Issuance of
Securities. The recitals contained herein and in the Securities, except the
Trustee’s certificate of authentication, shall be taken as the statements of the
Company, and the Trustee or any Authenticating Agent assumes no responsibility
for their correctness. The Trustee makes no representations as to the validity
or sufficiency of this Indenture or of the Securities of any series or any
coupons. The Trustee or any Authenticating Agent shall not be accountable for
the use or application by the Company of Securities or the proceeds thereof. The
Trustee shall not be responsible for and makes no representations as to the
Company’s ability or authority to issue the Unregistered Securities or the
lawfulness thereof. 

Section 605. May Hold Securities. The Trustee, any
Authenticating Agent, any Paying Agent, any Security Registrar or any other
agent of the Company or the Trustee, in its individual or any other capacity,
may become the owner or pledgee of 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 or by any Paying Agent (other than the Company if the Company shall act
as Paying Agent) in trust hereunder need not be segregated from other funds
except to the extent required by law. Neither the Trustee nor any Paying Agent
shall be liable for interest on any money received by it hereunder except as
expressly provided herein or 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, wilful misconduct or bad
faith; and 

(3) to indemnify the Trustee for, and to hold it harmless
against, any loss, liability or expense reasonably incurred without negligence,
wilful misconduct or bad faith on its part, arising out of or in connection with
the acceptance or administration of the trust or trusts hereunder or performance
of its duties 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. 

As security for the performance of the obligations of the
Company under this Section, the Trustee shall have a claim prior to the
Securities and any coupons upon all property and funds held or collected by the
Trustee as such, except property and funds held in trust for the payment of
principal of (and premium, if any) or interest, if any, on particular Securities
or any coupons. 

42 




Section 608. Disqualification; Conflicting Interests. If
the Trustee has or acquires any conflicting interest within the meaning of the
Trust Indenture Act with respect to the Securities of any series, it shall
either eliminate such conflicting interest or resign to the extent, in the
manner and with the effect, and subject to the conditions, provided in the Trust
Indenture Act and this Indenture. For purposes of Section 310(b)(1) of the Trust
Indenture Act and to the extent permitted thereby, the Trustee, in its capacity
as trustee in respect of the equally ranked and unsecured Securities of any
series, shall not be deemed to have a conflicting interest arising from its
capacity as trustee in respect of the equally ranked and unsecured Securities of
any other series under this Indenture or any securities issued under the
Indenture dated as of [ ] between the Company and the Trustee [specifically
describe other outstanding indentures with the Trustee]. 

Section 609. Corporate Trustee Required; Eligibility.
There shall at all times be a Trustee hereunder that shall be a corporation
organized and doing business under the laws of the United States of America, any
State thereof or the District of Columbia (or such other Person as may be
permitted to act as Trustee by the Commission), authorized under such laws to
exercise corporate trust powers, having a combined capital and surplus of at
least $50,000,000, subject to supervision or examination by federal or state
authority and qualified and eligible under this Article, provided that,
neither the Company nor any Affiliate of the Company may serve as Trustee of any
Securities. If such corporation publishes reports of condition at least
annually, pursuant to law or to the requirements of said supervising or
examining authority, then for the purposes of this Section, the combined capital
and surplus of such corporation shall be deemed to be its combined capital and
surplus as set forth in its most recent report of condition so published. If at
any time the Trustee ceases to be eligible in accordance with the provisions of
this Section, it shall resign immediately in the manner and with the effect
hereinafter specified in this Article. 

Section 610. Resignation and Removal; Appointment of
Successor. (a) No resignation or removal of the Trustee and no appointment
of a successor Trustee pursuant to this Article shall become effective until the
acceptance of appointment by the successor Trustee in accordance with the
applicable requirements of Section 611. 

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

(c) The Company may at any time by a Board Resolution remove
the Trustee with respect to the Securities of any or all series. 

(d) 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 aggregate
principal amount of the Outstanding Securities of such series, delivered to the
Trustee and to the Company. 

(e) If at any time: 

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

(2) the Trustee ceases to be eligible under Section 609
and fails to resign after written request therefor by the Company or by any such
Holder, or 

(3) the Trustee becomes incapable of acting or becomes adjudged
a bankrupt or insolvent or a receiver of the Trustee or of its property is
appointed or any public officer takes 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, 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. 

(f) If the Trustee resigns, is removed or becomes incapable of
acting, or if a vacancy shall occur in the office of Trustee for any cause, with
respect to the Securities of one or more series, the Company, by a Board
Resolution, shall promptly appoint a successor Trustee or Trustees with respect
to the Securities of that or those series (it being understood that any such
successor Trustee may be appointed with respect to the Securities of one or more
or all of such series and that at any time there shall be only one Trustee with
respect to the Securities of any particular series) and shall comply with the
applicable requirements of Section 611. If, within one year after such
resignation, removal or incapability, or the occurrence of such vacancy, a
successor Trustee with respect to the Securities of any series is appointed by
Act of the Holders of a majority in aggregate 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
has 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, subject to
Section 514, on behalf of himself and all others similarly situated,
petition any court of competent jurisdiction for the appointment of a successor
Trustee with respect to the Securities of such series. 

(g) 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
by mailing written notice of such event by first-class mail, postage prepaid, to
all Holders of Securities of such series entitled to receive reports pursuant to
Section 704(3) and, if any Unregistered Securities are outstanding, by
publishing notice of such event once in an Authorized Newspaper in The City of
New York and, if any Unregistered Securities are listed on any stock exchange
outside of the United States, in the city in which such stock exchange is
located. 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. 

44 




(h) All provisions of this Section except subparagraph (d) and
Section 611(b) (except for the last clause, after omitting the words
“after deducting all amounts owed to the retiring Trustee pursuant to Section
607,” which shall apply) shall apply also to any Paying Agent located
outside the United States and its possessions. 

Section 611. Acceptance of Appointment by Successor. (a)
In case of the appointment hereunder of a successor Trustee with respect to the
Securities of all series, 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, subject nevertheless to its
lien provided for in Section 607. 

(b) 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, after deducting all amounts owed to the retiring Trustee pursuant to
Section 607, 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. 

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

45 




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

Section 612. Merger, Conversion, Consolidation or Succession
to Business. Any corporation into which the Trustee may be merged or
converted or with which it may be consolidated, or any corporation resulting
from any merger, conversion or consolidation to which the Trustee shall be a
party, or any corporation succeeding to all or substantially all the corporate
trust business of the Trustee, shall be the successor of the Trustee hereunder,
provided such corporation shall be otherwise qualified and eligible under
this Article, without the execution or filing of any paper or any further act on
the part of any of the parties hereto. In case any Securities 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. In
case any Securities shall not have been authenticated by such predecessor
Trustee, any such successor Trustee may authenticate and deliver such
Securities, in either its own name or that of its predecessor Trustee, with the
full force and effect which this Indenture provides for the certificate of
authentication of the Trustee. 

Section 613. Preferential Collection of Claims Against
Company. The Trustee shall comply with TIA § 311(a), excluding any creditor
relationship listed in TIA § 311(b). A Trustee who has resigned or been removed
shall be subject to TIA § 311(a) to the extent indicated therein. 

Section 614. Appointment of Authenticating Agent. At any
time when any of the Securities remain Outstanding the Trustee may appoint an
Authenticating Agent or Agents (which may include any Person that owns, directly
or indirectly, all of the capital stock of the Trustee or a corporation that is
a wholly-owned subsidiary of the Trustee or of such other Person) with respect
to one or more series of Securities, or any Tranche thereof, that shall be
authorized to act on behalf of the Trustee to authenticate Securities of such
series or Tranche issued upon original issuance, exchange, registration of
transfer 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. The Trustee shall mail written notice of such appointment by
first-class mail, postage prepaid, to all Holders of Securities of the series or
Tranche with respect to which such Authenticating Agent will serve, and which
are entitled to receive reports pursuant to Section 704(3) and, if any
Unregistered Securities are outstanding, by publishing notice of such event once
in an Authorized Newspaper in The City of New York and, if any Unregistered
Securities are listed on any stock exchange outside of the United States, in the
city in which such stock exchange is located. Wherever reference is made in this
Indenture to the authentication and delivery of Securities by the Trustee or the
Trustee’s certificate of authentication, such reference shall be deemed to
include authentication and delivery on behalf of the Trustee by an
Authenticating Agent and a certificate of authentication executed on behalf of
the Trustee by an Authenticating Agent. Each Authenticating Agent shall be
acceptable to the Company and shall at all times be a corporation organized and
doing business under the laws of the United States of America, any state thereof or the District of Columbia,
authorized under such laws to act as Authenticating Agent, having a combined
capital and surplus of not less than $1,000,000 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
ceases 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. 

46 




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


An Authenticating Agent may resign with respect to one or more
series of Securities 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 with respect to one or more series of Securities 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 ceases to be eligible in accordance with the
provisions of this Section, the Trustee may appoint a successor Authenticating
Agent that is acceptable to the Company and shall provide notice of such
appointment to all Holders of Securities of the series or Tranche with respect
to which such Authenticating Agent will serve, as provided in paragraph (a) of
this Section. 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. An Authenticating Agent
appointed pursuant to this Section shall be entitled to rely on Sections
111, 308, 604 and 605 hereunder. 

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 the Securities of one or more
series, or any Tranche thereof, is made pursuant to this Section, the Securities
of such series or Tranche may have endorsed thereon, in addition to the
Trustee’s certificate of authentication, an alternate certificate of
authentication in the following form: 

47 




This is one of the Securities of the series designated pursuant
to and issued under the within-mentioned Indenture. 

[                                
] 
As Trustee 

By 
_______________________________________
      
As Authenticating Agent on behalf of the Trustee 

By 
_______________________________________
      
Authorized Officer of Authenticating Agent 

Dated: _____________

If all of the Securities of a series may not be originally
issued at one time, and if the Trustee does not have an office capable of
authenticating Securities upon original issuance located in a Place of Payment
where the Company wishes to have Securities of such series authenticated upon
original issuance, the Trustee, if so requested by the Company in writing (which
writing need not comply with Section 102 and need not be accompanied by
an Opinion of Counsel), shall appoint, in accordance with this Section and in
accordance with such procedures as shall be acceptable to the Trustee, an
Authenticating Agent (which, if so requested by the Company, may be an Affiliate
of the Company) having an office in a Place of Payment designated by the Company
with respect to such series of Securities. 

ARTICLE VII 

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


(a) semi-annually, not later than the 15th day after each
Regular Record Date for each series of Registered Securities at the time
Outstanding or on June 30 and December 31 of each year with respect to each
series of Securities for which there are no Regular Record Dates, a list, in
such form as the Trustee may reasonably require, containing all the information
in the possession or control of the Company, or any of its Paying Agents other
than the Trustee, of the names and addresses of the Holders of Registered
Securities of such series, including Holders of interests in Global Securities,
as of such preceding Regular Record Date or on June 15 or December 15, as the
case may be, or, in the case of a series of non-interest bearing Securities, on
a date to be determined as contemplated pursuant to Section 301, and 

48 




(b) 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 for Registered
Securities other than Global Securities. 

Section 702. Preservation of Information; Communications to
Holders. (a) The Trustee shall preserve, in as current a form as is
reasonably practicable, the names and addresses of Holders of Registered
Securities contained in the most recent list furnished to the Trustee as
provided in Section 701 and the names and addresses of Holders of
Registered Securities received by the Trustee in its capacity as Security
Registrar or Paying Agent. The Trustee may destroy any list furnished to it as
provided in Section 701 upon receipt of a new list so furnished. 

(b) If three or more Holders (herein referred to as
“applicants”) apply in writing to the Trustee, and furnish to the Trustee
reasonable proof that each such applicant has owned a Security for a period of
at least six months preceding the date of such application, and such application
states that the applicants desire to communicate with other Holders with respect
to their rights under this Indenture or under the Securities and is accompanied
by a copy of the form of proxy or other communication that such applicants
propose to transmit, then the Trustee shall, within five business days after the
receipt of such application, at its election, either 

(i) afford such applicants access to the information preserved
at the time by the Trustee in accordance with Section 702(a), or 

(ii) inform such applicants as to the approximate number of
Holders whose names and addresses appear in the information preserved at the
time by the Trustee in accordance with Section 702(a), and as to the
approximate cost of mailing to such Holders the form of proxy or other
communication, if any, specified in such application. 

If the Trustee elects not to afford such applicants access to
such information, the Trustee shall, upon the written request of such
applicants, mail to each Holder whose name and address appear in the information
preserved at the time by the Trustee in accordance with Section 702(a) a
copy of the form of proxy or other communication that is specified in such
request, with reasonable promptness after a tender to the Trustee by the
applicants of the material to be mailed and of payment, or provision for the
payment, of the reasonable expenses of mailing, unless within five days after
such tender the Trustee shall mail to such applicants and file with the
Commission, together with a copy of the material to be mailed, a written
statement to the effect that, in the opinion of the Trustee, such mailing would
be contrary to the best interest of the Holders or would be in violation of
applicable law. Such written statement shall specify the basis of such opinion.
If the Commission, after opportunity for a hearing upon the objections specified
in the written statement so filed, enters an order refusing to sustain any of
such objections or if, after the entry of an order sustaining one or more of
such objections, the Commission finds, after notice and opportunity for hearing,
that all the objections so sustained have been met and enters an order so
declaring, the Trustee shall mail copies of such material to all such Holders
with reasonable promptness after the entry of such order and the renewal of such tender by such applicants; otherwise the Trustee shall be
relieved of any obligation or duty to such applicants respecting their
application. 

49 




(c) Every Holder of Securities or coupons, 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 the disclosure of any such information as to the names
and addresses of the Holders in accordance with Section 702(b),
regardless of the source from which such information was derived, and that the
Trustee shall not be held accountable by reason of mailing any material pursuant
to a request made under Section 702(b). 

Section 703. Reports by Trustee. (a) Within 60 days
after May 15 of each year commencing with the year 200_, the Trustee shall
transmit by mail to all Holders of Registered Securities of any series, as their
names and addresses appear in the Security Register and to all other Holders who
are entitled to receive reports pursuant to Section 704(3), a brief
report dated as of such May 15 with respect to any of the following events which
may have occurred within the previous 12 months (but if no such event has
occurred within such period no report need be transmitted): 

(1) any change to its eligibility under Section 609 and
its qualifications under Section 608; 

(2) the creation of or any material change to a relationship
specified in paragraphs (1) through (10) of Section 310(b) of the Trust
Indenture Act; 

(3) the character and amount of any advances (and if the
Trustee elects so to state, the circumstances surrounding the making thereof)
made by the Trustee (as such) which remain unpaid on the date of such report,
and for the reimbursement of which it claims or may claim a lien or charge,
prior to that of the Securities of such series or any related coupons, on any
property or funds held or collected by it as Trustee, except that the Trustee
shall not be required (but may elect) to report such advances if such advances
so remaining unpaid aggregate not more than one-half of 1% of the principal
amount of the Securities of such series Outstanding on the date of such report;


(4) the amount, interest rate and maturity date of all other
indebtedness owing by the Company (or by any other obligor on the Securities of
such series) to the Trustee in its individual capacity, on the date of such
report, with a brief description of any property held as collateral security
therefor, except an indebtedness based upon a creditor relationship arising in
any manner described in paragraphs (2), (3), (4) or (6)
of Section 311(b) of the Trust Indenture Act; 

(5) any change to the property and funds, if any, physically in
the possession of the Trustee as such on the date of such report; 

(6) any additional issue of Securities which the Trustee has
not previously reported; and 

(7) any action taken by the Trustee in the performance of its
duties hereunder which it has not previously reported and which in its opinion
materially affects the Securities of such series, except action in respect of a default, notice of
which has been or is to be withheld by the Trustee in accordance with Section
602. 

50 




(b) The Trustee shall transmit by mail to all Holders of
Registered Securities of any series, as their names and addresses appear in the
Security Register and to all Holders who are entitled to receive reports
pursuant to Section 704(3), a brief report with respect to the character
and amount of any advances (and if the Trustee elects so to state, the
circumstances surrounding the making thereof) made by the Trustee (as such)
since the date of the last report transmitted pursuant to subsection (a) of this
Section (or if no such report has yet been so transmitted, since the date of
execution of this instrument) for the reimbursement of which it claims or may
claim a lien or charge, prior to that of the Securities of such series, on
property or funds held or collected by it as Trustee and which it has not
previously reported pursuant to this subsection, except that the Trustee shall
not be required (but may elect) to report such advances if such advances
remaining unpaid at any time aggregate 10% or less of the principal amount of
the Securities of such series Outstanding at such time, such report to be
transmitted within 90 days after such time. 

(c) 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 in writing when any Securities are listed on any
stock exchange. 

Section 704. Reports by Company. The Company shall: 

(1) file with the Trustee, within 45 days after the Company is
required to file the same with the Commission, copies of the annual reports and
of the information, documents and other reports (or copies of such portions of
any of the foregoing as the Commission may from time to time by rules and
regulations prescribe) that the Company may be required to file with the
Commission pursuant to Section 13 or Section 15(d) of the Securities Exchange
Act of 1934; or, if the Company is not required to file information, documents
or reports pursuant to either of said Sections, then it shall file with the
Trustee and the Commission, in accordance with rules and regulations prescribed
from time to time by the Commission, such of the supplementary and periodic
information, documents and reports that may be required pursuant to Section 13
of the Securities Exchange Act of 1934 in respect of a security listed and
registered on a national securities exchange as may be prescribed from time to
time in such rules and regulations; 

(2) file with the Trustee and the Commission, in accordance
with rules and regulations prescribed by the Commission, such additional
information, documents and reports with respect to compliance by the Company
with the conditions and covenants of this Indenture as may be required from time
to time by such rules and regulations; and 

(3) transmit by mail to all Holders of Registered Securities,
as their names and addresses appear in the Security Register, to such Holders of
Unregistered Securities as have, within the two years preceding such
transmission, filed their names and addresses with the Trustee for that purpose
and to each Holder whose name and address is then preserved on the Trustee’s list pursuant to the first sentence
of Section 702(a), within 30 days after the filing thereof with the
Trustee, such summaries of any information, documents and reports required to be
filed by the Company pursuant to paragraphs (1) and (2) of this Section as may
be required by rules and regulations prescribed from time to time by the
Commission. 

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ARTICLE VIII 

CONSOLIDATION, MERGER, CONVEYANCE OR TRANSFER 

Section 801. Company May Consolidate, Etc. Only on Certain
Terms. The Company shall not consolidate with or merge into any other
corporation or convey, transfer or lease all or substantially all of its
properties and assets to any Person, unless: 

(1) the corporation formed by such consolidation or into which
the Company is merged or the Person that acquires by conveyance, transfer or
lease the properties and assets of the Company substantially as an entirety
shall be a Person organized and 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 punctual payment of
the principal of (and premium, if any) and interest, if any, on all the
Outstanding Securities and the performance of every covenant of this Indenture
on the part of the Company to be performed or observed; 

(2) immediately after giving effect to such transaction, no
Event of Default and no event that, after notice or lapse of time or both, would
become an Event of Default, shall have occurred and be continuing; 

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

Section 802. Successor Corporation Substituted. Upon any
consolidation or merger or any conveyance, transfer or lease of all or
substantially all the properties and assets of the Company in accordance with
Section 801, the successor corporation formed by such consolidation or
into which the Company is merged or to which such conveyance, transfer or lease
is made shall succeed to, and be substituted for, and may exercise every right
and power of, the Company under this Indenture with the same effect as if such
successor corporation had been named as the Company herein and thereafter, in
the case of a conveyance, transfer or lease of properties and assets of the
Company substantially as an entirety, such conveyance, transfer or lease shall
have the effect of releasing the Person named as the “Company” in the first
paragraph of this instrument or any successor corporation which shall
theretofore have become such in the manner prescribed in this Article from its
liability as obligor and maker on any of the Securities. 

52 




ARTICLE IX 

SUPPLEMENTAL INDENTURES 

Section 901. Supplemental Indentures Without Consent of
Holders. Without the consent of any Holders, the Company 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; or 

(2) to add to the covenants of the Company for the benefit of
the Holders of all or any series of Securities, or any Tranche thereof (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; or 

(3) to add any additional Events of Default with respect to all
or any series of Securities Outstanding hereunder; or 

(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 

(5) to change or eliminate any of the provisions of this
Indenture, or to add any new provision to this Indenture, in respect of one or
more series or Tranches of Securities; provided, however, that any
such change, elimination or addition (A) shall neither (i) apply to any Security
Outstanding on the date of such indenture supplemental hereto nor (ii) modify
the rights of the Holder of any such Security with respect to such provision in
effect prior to the date of such indenture supplemental hereto or (B) shall
become effective only when no Security of such series or Tranche remains
Outstanding; or 

(6) to secure the Securities pursuant to the requirements of
any covenant on liens in respect of such series of Securities or otherwise; or


(7) to establish for the issuance of and establish the form or
terms and conditions of Securities of any series or Tranche as permitted by
Section 301, and to establish the form of any certificates required to be
furnished pursuant to the terms of this Indenture or any series of Securities;
or 

(8) to provide for uncertificated Securities in addition to or
in place of all, or any series or Tranche of, certificated Securities; or 

(9) to evidence and provide for the acceptance of appointment
hereunder by a separate or successor Trustee or co-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(b); or 

53 




(10) to change any place or places where (a) the principal of
or premium, if any, or interest, if any, on all or any series of Securities, or
any Tranche thereof, shall be payable, (b) all or any series of Securities, or
any Tranche thereof, may be surrendered for registration or transfer, (c) all or
any series of Securities, or any Tranche thereof, may be surrendered for
exchange and (d) notices and demands to or upon the Company in respect of all or
any series of Securities, or any Tranche thereof, and this Indenture may be
served; 

(11) to cure any ambiguity, to correct or supplement any
provision herein that may be defective or inconsistent with any other provision
herein, provided such action shall not adversely affect the interests of
the Holders of Securities of any series or Tranche in any material respect; or


(12) to make any other provisions with respect to matters or
questions arising under this Indenture, provided such action shall not
adversely affect the interests of the Holders of any Securities of any series or
Tranche Outstanding on the date of such indenture supplemental hereto. 

Without limiting the generality of the foregoing, if the Trust
Indenture Act as in effect at the date of the execution and delivery of this
Indenture or at any time thereafter becomes amended and 

(x) if any such amendment requires one or more changes to any
provisions hereof or the inclusion herein of any additional provisions, or by
operation of law is deemed to effect such changes or incorporate such provisions
by reference or otherwise, this Indenture shall be deemed to have been amended
so as to conform to such amendment to the Trust Indenture Act, and the Company
and the Trustee may, without the consent of any Holders, enter into an indenture
supplemental hereto to effect or evidence such changes or additional provisions;
or 

(y) if any such amendment permits one or more changes to, or
the elimination of, any provisions hereof that, at the date hereof or at any
time thereafter, are required by the Trust Indenture Act to be contained herein
(or if it is no longer required by the TIA for the Indenture to contain one or
more provisions), this Indenture shall be deemed to have been amended to effect
such changes or elimination, and the Company and the Trustee may, without the
consent of any Holders, enter into an indenture supplemental hereto to evidence
such amendment hereof; or 

(z) if, by reason of any such amendment, it shall be no longer
necessary for this Indenture to contain one or more provisions that, at the date
of the execution and delivery hereof, are required by the Trust Indenture Act to
be contained herein, the Company and the Trustee may, without the consent of any
Holders, enter into an indenture supplemental hereto to effect the elimination
of such provisions. 

Section 902. Supplemental Indentures With Consent of
Holders. (a) Except as set forth in paragraph (c) below, with the consent of
the Holders of not less than a majority in aggregate principal amount of the Senior Securities of all
series then Outstanding (considered as one class), the Company, when authorized
by a resolution of its Board of Directors (which resolution may provide general
terms or parameters for such action and may provide that the specific terms of
such action may be determined in accordance with or pursuant to a Company
Order), and the Trustee may, from time to time and at any time, 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 any supplemental indenture or of modifying in any manner
the rights of the Holders of the Securities of each such series or Tranche or of
the Coupons appertaining to such Securities or of modifying in any manner the
rights of the Holders of Securities of such series or Tranche under this
Indenture; provided, however, that if there are Senior Securities of more
than one series Outstanding hereunder and if a proposed supplemental indenture
shall directly affect the rights of the Holders of Senior Securities of one or
more, but less than all, of such series, then the consent only of the Holders of
a majority in aggregate principal amount of the Outstanding Securities of all
series so directly affected, considered as one class, shall be required; and
provided, further, that if the Securities of any series have been issued
in more than one Tranche and if the proposed supplemental indenture shall
directly affect the rights of the Holders of Senior Securities of one or more,
but less than all, of such Tranches, then the consent only of the Holders of a
majority in aggregate principal amount of the Outstanding Securities of all
Tranches so directly affected, considered as one class, shall be required. 

54 




(b) Except as set forth in paragraph (c) below, with the
consent of the Holders of not less than a majority in aggregate principal amount
of the Subordinated Securities of all series then Outstanding (considered as one
class), the Company, when authorized by a resolution of its Board of Directors
(which resolution may provide general terms or parameters for such action and
may provide that the specific terms of such action may be determined in
accordance with or pursuant to a Company Order), and the Trustee may, from time
to time and at any time, 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 any supplemental
indenture or of modifying in any manner the rights of the Holders of the
Securities of each such series or of the Coupons appertaining to such Securities
or of modifying in any manner the rights of the Holders of Securities of such
series or Tranche under this Indenture; provided, however, that if there
are Subordinated Securities of more than one series Outstanding hereunder and if
a proposed supplemental indenture shall directly affect the rights of the
Holders of Subordinated Securities of one or more, but less than all, of such
series, then the consent only of the Holders of a majority in aggregate
principal amount of the Outstanding Securities of all series so directly
affected, considered as one class, shall be required; and provided,
further, that if the Securities of any series have been issued in more than
one Tranche and if the proposed supplemental indenture shall directly affect the
rights of the Holders of Subordinated Securities of one or more, but less than
all, of such Tranches, then the consent only of the Holders of a majority in
aggregate principal amount of the Outstanding Securities of all Tranches so
directly affected, considered as one class, shall be required. 

(c) No such supplemental indenture or waiver shall, without the
consent of the Holder of each Outstanding Security affected thereby, 

55 




(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 the amount of any
installment of interest thereon) or any premium payable upon the redemption
thereof, or change the method of calculating the rate of interest thereon, or
reduce the amount of the principal of an Original Issue Discount Security that
would be due and payable upon a declaration of acceleration of the Maturity
thereof pursuant to Section 502, or change the coin or currency (or other
property) in which, any Security or any premium or the interest thereon is
payable, or impair the right to institute suit for the enforcement of any such
payment on or after the Stated Maturity thereof (or, in the case of redemption,
on or after the Redemption Date, or, in the case of repayment at the option of
the Holders, on or after the Repayment Date), or modify any provisions of this
Indenture with respect to the conversion or exchange of the Securities into
Securities of another series or into any other debt or equity securities in a
manner adverse to the Holders, or 

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

(3) modify any of the provisions of this Section, Section
513 or Section 1007, 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
1007, or the deletion of this proviso, in accordance with the requirements
of Sections 611(b) and 901(9). 

A supplemental indenture that changes or eliminates any
covenant or other provision of this Indenture that has expressly been included
solely for the benefit of one or more particular series of Securities, or one or
more Tranches thereof, or that modifies the rights of the Holders of Securities
of such series or Tranches 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 or Tranche. 

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. A
waiver by a Holder of such Holder’s rights to consent under this Section shall
be deemed to be a consent of such Holder.

Section 903. Execution of Supplemental Indentures. In
executing, or accepting the additional trusts created by, any supplemental
indenture permitted by this Article or the modifications thereby of the trusts
created by this Indenture, the Trustee shall be entitled to receive, and
(subject to Section 601) shall be fully protected in relying upon, an
Opinion of Counsel stating that the execution of such supplemental indenture is
authorized or permitted by this Indenture. The Trustee may, but shall not be
obligated to, enter into any such supplemental indenture that affects the Trustee’s own rights, duties or
immunities under this Indenture or otherwise. 

56 




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. Any supplemental indenture permitted by this Article may restate this
Indenture in its entirety, and, upon the execution and delivery thereof, any
such restatement shall supersede this Indenture as theretofore in effect for all
purposes. 

Section 905. Conformity With Trust Indenture Act. Every
supplemental indenture executed pursuant to this Article shall conform to the
requirements of the Trust Indenture Act as then in effect. 

Section 906. Reference in Securities to Supplemental
Indentures. Securities of any series, or any Tranche thereof, 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 so determines, new Securities of any series, or any
Tranche thereof, and any appertaining coupons so modified as to conform, in the
opinion of the Trustee and the Company, to any such supplemental indenture may
be prepared and executed by the Company and authenticated and delivered by the
Trustee in exchange for Outstanding Securities of such series or Tranche and any
appertaining coupons. 

Section 907. Revocation and Effect of Consents. Until an
amendment or waiver becomes effective, a consent to it by a Holder of a Security
is a continuing consent by the Holder and every subsequent Holder of a Security
or portion of a Security that evidences the same debt as the consenting Holder’s
Security, even if notation of the consent is not made on any Security. However,
any such Holder or subsequent Holder may revoke the consent as to his Security
or portion of a Security if the Trustee receives the notice of revocation before
the date on which the Trustee receives an Officer’s Certificate certifying that
the Holders of the requisite principal amount of Securities have consented to
the amendment or waiver. After an amendment or waiver becomes effective, it
shall bind every Holder of each series of Securities affected by such amendment
or waiver. 

The Company may, but shall not be obligated to, fix a record
date for the purpose of determining the Holders entitled to consent to any
amendment or waiver. If a record date is fixed, then notwithstanding the
provisions of the immediately preceding paragraph, those persons who were
Holders at such record date (or their duly designated proxies), and only those
persons, shall be entitled to consent to such amendment or waiver or to revoke
any consent previously given, whether or not such persons continue to be Holders
after such record date. 

After an amendment or waiver becomes effective it shall bind
every Holder, unless it is of the type described in any of clauses (1) through
(3) of Section 902(c). In such case, the amendment or waiver shall bind
each Holder of a Security who has consented to it and every subsequent Holder of a Security that evidences the same debt as
the consenting Holder’s Security. 

57 




Section 908. Modification Without Supplemental
Indenture. If the terms of any particular series of Securities have been
established in a Board Resolution or an Officer’s Certificate as contemplated by
Section 301, and not in an indenture supplemental hereto, additions to,
changes in or the elimination of any of such terms may be effected by means of a
supplemental Board Resolution or Officer’s Certificate, as the case may be,
delivered to, and accepted by, the Trustee; provided, however, that such
supplemental Board Resolution or Officer’s Certificate shall not be accepted by
the Trustee or otherwise be effective unless all conditions set forth in this
Indenture that would be required to be satisfied if such additions, changes or
elimination were contained in a supplemental indenture shall have been
appropriately satisfied. Upon the acceptance thereof by the Trustee, any such
supplemental Board Resolution or Officer’s Certificate shall be deemed to be a
“supplemental indenture” for purposes of Sections 904 and 906.


ARTICLE X 

COVENANTS 

Section 1001. Payment of Principal, Premium and
Interest. Subject to the following provisions, the Company will pay to the
Trustee the amounts, in such coin or currency as is at the time legal tender for
the payment of public or private debt, in the manner, at the times and for the
purposes set forth herein and in the text of the Securities for each series, and
the Company hereby authorizes and directs the Trustee from funds so paid to it
to make or cause to be made payment of the principal of and premium, if any, and
interest, if any, on the Securities and coupons of each series as set forth
herein and in the text of such Securities and coupons. Unless otherwise provided
in the Securities of a series, the Trustee will arrange directly with any Paying
Agents for the payment, or the Trustee will make payment, from funds furnished
by the Company, of the principal of and premium, if any, and interest, if any,
on the Securities and coupons of each series by check or draft. 

Unless otherwise provided in the Securities of a series,
interest, if any, on Registered Securities of a series shall be paid by check or
draft on each Interest Payment Date for such series to the Holder thereof at the
close of business on the relevant record dates specified in the Securities of
such series. The Company may pay such interest by check or draft mailed to such
Holder’s address as it appears on the register for Securities of such series.
Unless otherwise provided in the Securities of a series, principal of Registered
Securities shall be payable by check or draft and only against presentation and
surrender of such Registered Securities at the office of the Paying Agent,
unless the Company shall have otherwise instructed the Trustee in writing. 

Unless otherwise provided in the Securities of a series, (i)
interest, if any, on Unregistered Securities shall be paid by check or draft and
only against presentation and surrender of the coupons for such interest
installments as are evidenced thereby as they mature and (ii) original issue
discount (as defined in Section 1273 of the Code), if any, on Unregistered
Securities shall be paid by check or draft and only against presentation and
surrender of such Securities, in either case at the office of a Paying Agent
located outside of the United States and its possessions, unless the Company has otherwise instructed
the Trustee in an Officer’s Certificate. Unless otherwise provided in the
Securities of a series, principal of and premium, if any, of Unregistered
Securities shall be paid by check or draft and only against presentation and
surrender of such Securities as provided in the Securities of a series. If at
the time a payment of principal of and premium, if any, or interest, if any, or
original issue discount, if any, on an Unregistered Security or coupon becomes
due and the payment of the full amount so payable at the office or offices of
all the Paying Agents outside the United States and its possessions is illegal
or effectively precluded because of the imposition of exchange controls or other
similar restrictions on the payment of such amount in United States currency,
then the Company may instruct the Trustee in an Officer’s Certificate to make
such payments at the office of a Paying Agent located in the United States. The
Company hereby covenants and agrees that it shall not so instruct the Trustee
with respect to payment in the United States if such payment would cause such
Unregistered Security to be treated as a “registration-required obligation”
under United States law and regulations. 

58 




At the election of the Company, any payments by the Company
provided for in this Indenture or in any of the Securities may be made by
electronic funds transfer. 

Section 1002. Maintenance of Office or Agency. The
Company will maintain in each Place of Payment for any series of Securities, or
any Tranche thereof, an office or agency where Registered Securities, or any
Tranche thereof, of that series may be surrendered for registration of transfer
or exchange and a Place of Payment where (subject to Sections 305 and
307) Securities may be presented for payment 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. Unless otherwise specified pursuant to
Section 301 with respect to any such series, the Company shall maintain
such offices or agencies in connection with each series in the Borough of
Manhattan, The City of New York, State of New York. With respect to any series
of Securities issued in whole or in part as Unregistered Securities, the Company
shall maintain one or more Paying Agents located outside the United States and
its possessions and shall maintain such Paying Agents for a period of one year
after the principal of such Unregistered Securities has become due and payable.
During any period thereafter for which it is necessary in order to conform to
United States tax law or regulations, the Company will maintain a Paying Agent
outside the United States and its possessions to which the Unregistered
Securities or coupons appertaining thereto may be presented for payment and will
provide the necessary funds therefor to such Paying Agent upon reasonable
notice. The Security Registrar shall keep a register with respect to each series
of Securities issued in whole or in part as Registered Securities and to their
transfer and exchange. The Company may appoint one or more co-Security
Registrars acceptable to the Trustee and one or more additional Paying Agents
for each series of Securities, and the Company may terminate the appointment of
any co-Security Registrar or Paying Agent at any time upon written notice. The
term “Security Registrar” includes any co-Security Registrar. The term “Paying
Agent” includes any additional Paying Agent. The Company shall notify the
Trustee of the name and address of any Agent not a party to this Indenture.
Subject to Section 305, if the Company fails to maintain a Security
Registrar or Paying Agent, the Trustee shall act as such. The Company will give
prompt written notice to the Trustee of the location, and any change in the
location, of such office or agency. If at any time the Company fails to maintain
any such required office or agency or fails 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. 

59 




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. 

In the case of Original Issue Discount Securities of a series,
the Company shall, prior to any Redemption Date or any Repayment Date applicable
thereto, furnish the Trustee with an Officer’s Certificate stating the amount of
principal to be paid to a Holder of $1,000 principal amount of such Securities.


Anything herein to the contrary notwithstanding, any office or
agency required by this Section may be maintained at any office of the Company
in which event the Company shall perform all functions to be performed at such
office or agency. 

Section 1003. Money for Securities Payments to Be Held in
Trust. If the Company at any time acts as its own Paying Agent with respect
to any series of Securities, or any Tranche thereof, it will, on or before each
due date of the principal of (and premium, if any) or interest, if any, on any
of such Securities, segregate and hold in trust for the benefit of the Persons
entitled thereto a sum sufficient to pay the principal (and premium, if any) or
interest so becoming due until such sums are 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 has one or more Paying Agents for any
series of Securities, it will, on or prior to (and if on, then before 11:00 a.m.
(New York City time)) each due date of the principal of (and premium, if any) or
interest, if any, on such Securities, deposit with a Paying Agent a sum
sufficient (in immediately available funds, if payment is made on the due date)
to pay the principal (and premium, if any) or interest so becoming due, such sum
to be held in trust for the benefit of the Persons entitled to such principal,
premium or interest, and (unless such Paying Agent is the Trustee) the Company
will promptly notify the Trustee of its action or failure so to act. 

The Company will cause each Paying Agent for any series of
Securities, or any Tranche thereof, other than the Trustee, to execute and
deliver to the Trustee an instrument in which such Paying Agent shall agree with
the Trustee, subject to the provisions of this Section, that such Paying Agent
will: 

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

60 




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

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

The Company may at any time, for the purpose of 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
received by the Trustee in respect of Eligible Obligations deposited with the
Trustee pursuant to Section 401, 403 or 1007, or then held
by the Company, in trust for the payment of the principal of (and premium, if
any) or interest, if any, on any Security of any series and remaining unclaimed
for two years (or such shorter period for the return of such moneys to the
Company under applicable abandoned property laws) after such principal (and
premium, if any) or interest has become due and payable shall be paid to the
Company on Company Request, or (if then held by the Company) shall be discharged
from such trust; and the Holder of such 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 Borough of Manhattan, The City of 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. Corporate Existence. Subject to Article
VIII, the Company will do or cause to be done all things necessary to
preserve and keep in full force and effect its corporate existence, rights
(charter and statutory) and franchises; provided, however, that the
Company shall not be required to preserve any such right or franchise if, in the
judgment of the Company, the preservation thereof is no longer desirable in the
conduct of the business of the Company and the loss thereof is not
disadvantageous in any material respect to the Holders of Securities of any
series or Tranche in any material respect. 

Section 1005. Defeasance of Certain Obligations. The
Company may omit to comply with its obligations under the covenants contained in
Sections 1002, 1004 (except with respect to maintaining its corporate
existence), 1006, 1008 and Article VIII with respect to any
Security or Securities of any series or Tranche or any portion of the principal
amount thereof (and in respect of any term, provision or condition set forth in the covenants
or restrictions specified for such Securities pursuant to Section 301, in
any supplemental indenture, Board Resolution or Officer’s Certificate
establishing such Security), provided that the following conditions shall
have been satisfied: 

61 




(1) With reference to this Section, the Company has deposited
or caused to be irrevocably deposited (except as provided in Section 402)
with the Trustee as trust funds in trust, specifically pledged as security for,
and dedicated solely to, the benefit of the Holders of such Securities or
portions thereof, (i) money in an amount, or (ii) if Securities of such series
are not subject to repayment at the option of Holders, (A) Eligible Obligations
which through the payment of interest and principal in respect thereof in
accordance with their terms will provide not later than one day before the due
date of any payment referred to in clause (x) or (y) of this subparagraph (1)
money in an amount, or (B) a combination thereof, sufficient, in the opinion of
a nationally recognized firm of independent certified public accountants
expressed in a written certification thereof delivered to the Trustee, to pay
and discharge (x) the principal of (and premium, if any) and each installment of
principal (and premium, if any) and interest, if any, on the Outstanding
Securities of such series or portions thereof on the Stated Maturity of such
principal or installment of principal or premium or interest or to and including
the Redemption Date irrevocably designated by the Company pursuant to
subparagraph (7) of this Section and (y) any mandatory sinking fund payments
applicable to the Securities of such series or portions thereof on the day on
which such payments are due and payable in accordance with the terms of the
Indenture and of such Securities or portions thereof; 

(2) Such deposit shall not, as specified in an Opinion of
Counsel, cause the Trustee with respect to the Securities of such series to have
a conflicting interest as defined in Section 608 and for purposes of the
Trust Indenture Act with respect to the Securities of such series; 

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

(4) No Event of Default or event which with notice or lapse of
time would become an Event of Default with respect to the Securities of such
series shall have occurred and be continuing on the date of such deposit and no
Event of Default specified in Section 501(6) or (7) shall have
occurred at any time from the date of such deposit to the 91st calendar day
thereafter (it being understood that this condition to defeasance may not be
satisfied until such 91st calendar day after the date of deposit); 

(5) The Company shall have delivered to the Trustee an Opinion
of Counsel to the effect that Holders of the Securities of such series will not
realize income, gain or loss for federal income tax purposes as a result of such
deposit and defeasance of certain obligations and will be subject to federal
income tax on the same amount and in the same manner and at the same times, as
would have been the case if such deposit and defeasance had not occurred; 

62 




(6) The Company has delivered to the Trustee an Officer’s
Certificate and an Opinion of Counsel, each stating that all conditions
precedent herein provided for relating to the defeasance contemplated by this
Section have been met; and 

(7) If the Company has deposited or caused to be deposited
money or Eligible Obligations to pay or discharge the principal of (and premium,
if any) and interest, if any, on the Outstanding Securities of such series or
portion thereof to and including a Redemption Date pursuant to subparagraph (1)
of this Section, such Redemption Date shall be irrevocably designated by a Board
Resolution delivered to the Trustee on or prior to the date of deposit of such
money or Eligible Obligations, and such Board Resolution shall be accompanied by
an irrevocable Company Request that the Trustee give notice of such redemption
in the name and at the expense of the Company not less than 30 nor more than 60
days prior to such Redemption Date in accordance with Section 1104. 

Section 1006. Statement by Officers as to Default. The
Company will deliver to the Trustee, within 120 days after the end of each
fiscal year of the Company ending after the date hereof, a written statement,
which need not comply with Section 102, signed by the principal executive
officer, the principal financial officer or the principal accounting officer of
the Company stating, as to each signer thereof, that 

(1) a review of the activities of the Company during such year
and of performance under this Indenture has been made under his supervision, and


(2) to the best of his knowledge, based on such review, the
Company has fulfilled all its obligations under this Indenture throughout such
year, or, if there has been a default in the fulfillment of any such obligation,
specifying each such default known to him and the nature and status thereof.


Section 1007. Waiver of Certain Covenants. (a) The
Company may omit in any particular instance to comply with any term, provision
or condition set forth in (i) any additional covenants or restrictions specified
with respect to the Senior Securities of any series, or any Tranche thereof, as
contemplated by Section 301 if before the time for such compliance the
Holders of not less than a majority in aggregate principal amount (or such
larger proportion as may be required in respect of waiving a past default of any
such additional covenant or restriction) of the Outstanding Securities of all
series and Tranches with respect to which such covenant or restriction was so
specified, considered as one class, by Act of such Holders, either waives such
compliance in such instance or generally waive compliance with such term,
provision or condition and (ii) Sections 1002, 1004, 1006 and 1008
and Article VIII if before the time for such compliance the Holders of at
least a majority in principal amount of Senior Securities Outstanding under this
Indenture by Act of such Holders, either waives such compliance in such instance
or generally waive compliance with such term, provision or condition; but, in
the case of (i) or (ii) of this paragraph (a), no such waiver shall extend to or
affect such term, provision or condition except to the extent so expressly
waived, and, until such waiver becomes 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. 

63 




(b) The Company may omit in any particular instance to comply
with any term, provision or condition set forth in (i) any additional covenants
or restrictions specified with respect to the Subordinated Securities of any
series, or any Tranche thereof, as contemplated by Section 301 if before
the time for such compliance the Holders of not less than a majority in
aggregate principal amount (or such larger proportion as may be required in
respect of waiving a past default of any such additional covenant or
restriction) of the Outstanding Securities of all series and Tranches with
respect to which such covenant or restriction was so specified, considered as
one class, by Act of such Holders, either waives such compliance in such
instance or generally waive compliance with such term, provision or condition
and (ii) Sections 1002, 1004, 1006 and 1008 and Article
VIII if before the time for such compliance the Holders of at least a
majority in principal amount of Subordinated Securities Outstanding under this
Indenture by Act of such Holders, either waives such compliance in such instance
or generally waive compliance with such term, provision or condition; but, in
the case of (i) or (ii) of this paragraph (b), no such waiver shall extend to or
affect such term, provision or condition except to the extent so expressly
waived, and, until such waiver becomes 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. 

Section 1008. Maintenance of Properties. The Company
shall cause (or, with respect to property owned in common with others, make
reasonable effort to cause) all its properties used or useful in the conduct of
its business to be maintained and kept in good condition, repair and working
order and shall cause (or, with respect to property owned in common with others,
make reasonable effort to 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 conducted; provided, however, that nothing in
this Section shall prevent the Company from discontinuing, or causing the
discontinuance of, the operation and maintenance of any of its properties if, in
the judgment of the Company, such discontinuance (i) is desirable in the conduct
of its business and (ii) will not adversely affect the interests of the Holders
of Securities of any series or Tranche in any material respect. 

ARTICLE XI 

REDEMPTION OF SECURITIES 

Section 1101. Applicability of Article. Securities of
any series, or any Tranche thereof, that are redeemable before their Stated
Maturity (or, if the principal of the Securities of any series is payable in
installments, the Stated Maturity of the final installment of the principal
thereof) shall be redeemable in accordance with their terms and (except as
otherwise specified as contemplated by Section 301 for Securities of any
series or Tranche) 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 an Officer’s Certificate. In case of any redemption at the
election of the Company of less than all the Securities of any series, the
Company shall, at least 45 days prior to the Redemption Date fixed by the
Company (unless a shorter notice is satisfactory to the Trustee), notify the
Trustee of such Redemption Date and of the principal amount of Securities of such series
or Tranche to be redeemed. In the case of any redemption of Securities (a) prior
to the expiration of any restriction on such redemption provided in the terms of
such Securities or elsewhere in this Indenture, or (b) pursuant to an election
of the Company that is subject to a condition specified in the terms of such
Securities the Company shall furnish the Trustee with an Officer’s Certificate
evidencing compliance with such restriction. 

64 




Section 1103. Selection by Trustee of Securities to Be
Redeemed. If less than all the Securities of any series, or any Tranche
thereof, are to be redeemed, the particular Securities to be redeemed shall be
selected by the Trustee not more than 45 days prior to the Redemption Date by
the Trustee, from the Outstanding Securities of such series or Tranche not
previously called for redemption, by such method as is provided for any
particular series, or, in the absence of any such provision, by such method as
the Trustee deems fair and appropriate and which may provide for the selection
for redemption of portions (equal to the minimum authorized denomination for
Securities of that series or Tranche or any integral multiple thereof) of the
principal amount of Securities of such series or Tranche of a denomination
larger than the minimum authorized denomination for Securities of that series or
Tranche; provided, however, that if, as indicated in an Officer’s
Certificate, the Company has offered to purchase all or any principal amount of
the Securities then Outstanding of any series, or any Tranche thereof, and less
than all of such Securities as to which such offer was made have been tendered
to the Company for such purchase, the Trustee, if so directed by Company Order,
shall select for redemption all or any principal amount of such Securities that
have not been so tendered. 

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

For all purposes of this Indenture, unless the context
otherwise requires, all provisions relating to the redemption of Securities
shall relate, in the case of any Securities redeemed or to be redeemed only in
part, to the portion of the principal amount of such Securities that has been or
is to be redeemed. 

Section 1104. Notice of Redemption. Unless otherwise
specified as contemplated by Section 301 with respect to any series of
Securities, 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. 

If Unregistered Securities are to be redeemed, notice of
redemption shall be published in an Authorized Newspaper in The City of New York
and, if such Securities to be redeemed are listed on any stock exchange outside
of the United States, in the city in which such stock exchange is located, or in
such other city or cities as may be specified in the Securities, once in each of
two different calendar weeks, the first publication to be not less than 30 nor
more than 90 days before the redemption date. 

All notices of redemption shall state: 

65 




(1) the Redemption Date, 

(2) the Redemption Price, or the formula pursuant to which the
Redemption Price is to be determined if the Redemption Price cannot be
determined at the time of notice is given, 

(3) if less than all the Outstanding Securities of any series
or Tranche are to be redeemed, the identification (and, in the case of partial
redemption, the principal amounts) of the particular Securities to be redeemed,
and the portion of the principal amount of any Security to be redeemed in part
and, in the case of any such Security of such series to be redeemed in part,
that, on and after the Redemption Date, upon surrender of such Security, a new
Security or Securities of such series in principal amount equal to the remaining
unpaid principal amount thereof will be issued as provided in Section
1106, 

(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 such Securities and all unmatured
coupons are to be surrendered for payment of the Redemption Price and accrued
interest, if any, 

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

(7) the CUSIP numbers, if any, assigned to such Securities;
provided however, that such notice may state that no representation is
made as to the correctness of CUSIP numbers, and the redemption of such
Securities shall not be affected by any defect in or omission of such number,
and 

(8) such other matters as the Company shall deem desirable or
appropriate. 

Unless otherwise specified with respect to any Securities in
accordance with Section 301, with respect to any notice of redemption of
Securities at the election of the Company, unless, upon the giving of such
notice, such Securities are deemed to have been paid in accordance with
Section 401, such notice may state that such redemption shall be
conditional upon the receipt by the Paying Agent or Agents for such Securities,
on or prior to the date fixed for such redemption, of money sufficient to pay
the principal of and premium, if any, and interest, if any, on such Securities
and that if such money has not been so received such notice shall be of no force
or effect and the Company shall not be required to redeem such Securities. In
the event that such notice of redemption contains such a condition and such
money is not so received, the redemption shall not be made and within a
reasonable time thereafter notice shall be given, in the manner in which the
notice of redemption was given, that such money was not so received and such
redemption was not required to be made, and the Paying Agent or Agents for the
Securities otherwise to have been redeemed shall promptly return to the Holders
thereof any of such Securities that had been surrendered for payment upon such
redemption. 

Notice of redemption of Securities to be redeemed at the
election of the Company, and any notice of non-satisfaction of a condition for
redemption as aforesaid, shall be given by the Company or, at the Company’s request, by the Security Registrar
in the name and at the expense of the Company. Notice of mandatory redemption of
Securities shall be given by the Security Registrar in the name and at the
expense of the Company. 

66 




Section 1105. Securities Payable on Redemption Date.
Notice of redemption having been given as aforesaid, and the conditions, if any,
set forth in such notice having been satisfied, the Securities or portions
thereof 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 defaults in the payment of the Redemption Price and accrued
interest, if any) such Securities, or portions thereof, if interest-bearing,
shall cease to bear interest. Upon surrender of any such Security for redemption
in accordance with said notice, such Security or portion thereof together with
all unmatured coupons, if any, shall be paid by the Company at the Redemption
Price, together with accrued interest, if any, to the Redemption Date but in the
case of Unregistered Securities installments of interest due on or prior to the
Redemption Date will be payable to the bearers of the coupons for such interest
by check or draft upon surrender of such coupons; provided, however, that
installments of interest whose Stated Maturity is on or prior to the Redemption
Date shall be payable to the Holders of such Securities, or one or more
Predecessor Securities, registered as such at the close of business on the
relevant Regular 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 premium, if any) shall,
until paid, bear interest from the Redemption Date at the rate prescribed
therefor in the Security. 

Section 1106. Securities Redeemed in Part. Any Security
that 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 or her 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, of any authorized denomination
as requested by such Holder, and of like tenor and in aggregate principal amount
equal to and in exchange for the unredeemed portion of the principal of the
Security so surrendered. 

ARTICLE XII 

SINKING FUNDS 

Section 1201. Applicability of Article. The provisions
of this Article shall be applicable to any sinking fund for the retirement of
Securities of any series, or any Tranche thereof, except as otherwise specified
as contemplated by Section 301 for Securities of such series or Tranche.


The minimum amount of any sinking fund payment provided for by
the terms of Securities of any series, or any Tranche thereof, is herein
referred to as a “mandatory sinking fund payment”, and any payment in excess of
such minimum amount provided for by the terms of Securities of any series, or
any Tranche thereof, is herein referred to as an “optional sinking fund
payment”. If provided for by the terms of Securities of any series, or any
Tranche thereof, the cash amount of any sinking fund payment may be subject to
reduction as provided in Section 1202. Each sinking fund payment shall be
applied to the redemption of Securities of the series or Tranche in respect of
which it was made as provided for by the terms of Securities of such series. 

67 




Section 1202. Satisfaction of Sinking Fund Payments With
Securities. The Company (1) may deliver Outstanding Securities of a series
or Tranche (other than any previously called for redemption) together, in the
case of Unregistered Securities, with all unmatured coupons appertaining
thereto, in respect of which a mandatory sinking fund payment is to be made and
(2) may apply as a credit Securities of such series or Tranche that have been
redeemed either at the election of the Company pursuant to the terms of such
Securities or through the application of permitted optional sinking fund
payments pursuant to the terms of such Securities, in each case in satisfaction
of all or any part of any sinking fund payment with respect to the Securities of
such series required to be made pursuant to the terms of such Securities as
provided for by the terms of such series, provided that such Securities
have not been previously so credited. Such Securities shall be received and
credited for such purpose by the Trustee at the Redemption Price specified in
such Securities for redemption through operation of the sinking fund and the
amount of such sinking fund payment shall be reduced accordingly. 

Section 1203. Redemption of Securities for Sinking Fund.
Not less than 45 days prior to each sinking fund payment date for any series of
Securities, or any Tranche thereof, the Company will deliver to the Trustee an
Officer’s Certificate specifying the amount of the next ensuing sinking fund
payment for that series or Tranche pursuant to the terms of that series, 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 of that series pursuant to Section 1202 and will also deliver
to the Trustee any Securities to be so delivered. If the Company has not
delivered such Officer’s Certificate and, to the extent applicable, all such
Securities, the next succeeding sinking fund payment for such series or Tranche
shall be made entirely in cash in the amount of the mandatory sinking fund
payment. Not less than 30 days before each such sinking fund payment date the
Trustee shall select the Securities to be redeemed upon such sinking fund
payment date in the manner specified in Section 1103 and cause notice of
the redemption thereof to be given in the name of and at the expense of the
Company in the manner provided in Section 1104. Such notice having been
duly given, the redemption of such Securities shall be made upon the terms and
in the manner stated in Sections 1105 and 1106. 

ARTICLE XIII 

REPAYMENT OF SECURITIES AT OPTION OF HOLDERS 

Section 1301. Applicability of Article. Securities of
any series or Tranche that are repayable before their Stated Maturity at the
option of the Holders shall be repayable in accordance with their terms and
(except as otherwise specified as contemplated by Section 301 for
Securities of any series) in accordance with this Article. 

Section 1302. Notice of Repayment Date. Notice of any
Repayment Date with respect to Securities of any series or Tranche thereof shall
be given by the Company not less than 45 nor more than 60 days prior to such
Repayment Date (or at such other times as may be specified for such repayment or repurchase pursuant to Section 301 of
this Indenture) to each Holder of Securities of such series in accordance with
Section 106. 

68 




The notice as to the Repayment Date shall state (unless
otherwise specified for such repayment or repurchase pursuant to Section
301 of this Indenture): 

(1) the Repayment Date, which date shall be no earlier than 30
days and no later than 60 days from the date on which such notice is mailed;


(2) the principal amount of the Securities required to be
repaid or repurchased and the Repayment Price (or the formula pursuant to which
the Repayment Price is to be determined if the Repayment Price cannot be
determined at the time the notice is given); 

(3) the place or places where such Securities are to be
surrendered for payment of the Repayment Price, and accrued interest, if any,
and the date by which Securities must be so surrendered in order to be repaid or
repurchased; 

(4) that any Security not tendered or accepted for payment
shall continue to accrue interest; 

(5) that, unless the Company defaults in making such payment or
the Paying Agent is prohibited from paying such money to the Holders on that
date pursuant to the terms of this Indenture, Securities accepted for payment
pursuant to any such offer of repayment or repurchase shall cease to accrue
interest after the Repayment Date; 

(6) that Holders electing to have a Security repaid or
purchased pursuant to such offer may elect to have all or any portion of such
Security purchased; 

(7) that Holders electing to have a Security repaid or
repurchased pursuant to any such offer shall be required to surrender the
Security, with such customary documents of surrender and transfer as the Company
may reasonably request, duly completed, or transfer by book-entry transfer, to
the Company or the Paying Agent at the address specified in the notice at least
two Business Days prior to the Repayment Date; 

(8) that Holders shall be entitled to withdraw their election
if the Company or the Paying Agent, as the case may be, receives, not later than
the expiration of the offer to repay or repurchase, a telegram, facsimile
transmission or letter setting forth the name of the Holder, the principal
amount of the Security the Holder delivered for purchase and a statement that
such Holder is withdrawing its election to have such Security purchased; 

(9) that, in the case of a repayment or repurchase of less than
all Outstanding Securities of a series or Tranche thereof, the method of
selection of Securities to be repaid or repurchased to be applied by the Trustee
if the principal amount of properly tendered Securities exceeds the principal
amount of the Securities to be repaid or repurchased; 

(10) that Holders whose Securities are purchased only in part
shall be issued new Securities of the same series or Tranche thereof equal in
principal amount to the unpurchased portion of the Securities surrendered (or
transferred by book-entry transfer); and 

69 




(11) the CUSIP or other identification number, if any, printed
on the Securities being repurchased and that no representation is made as to the
correctness or accuracy of the CUSIP or other identification number, if any,
listed in such notice or printed on the Securities. 

Section 1303. Securities Payable on Repayment Date. The
form of option to elect repurchase or repayment having been delivered as
specified in the form of Security for such series, the Securities of such series
or Tranche so to be repaid (after application of the method of selection
described pursuant to clause (9) of Section 1302, if the principal amount
of properly tendered Securities exceeds the principal amount of the Securities
to be repaid or repurchased) shall, on the Repayment Date, become due and
payable at the Repayment Price applicable thereto and from and after such date
(unless the Company defaults in the payment of the Repayment Price and accrued
interest) such Securities shall cease to bear interest. Upon surrender of any
such Security for repayment in accordance with said notice, such Security shall
be paid by the Company at the Repayment Price together with accrued interest, if
any, to the Repayment Date; provided, however, that if a Security is
repaid or repurchased on or after a Record Date but on or prior to the Stated
Maturity of any installments of interest, then any accrued and unpaid interest
due on such Stated Maturity shall be payable to the Holders of such Securities,
or one or more Predecessor Securities, registered as such at the close of
business on the relevant Record Dates according to their terms and the
provisions of Section 307. 

If any Security is not paid upon surrender thereof for
repayment, the principal (and premium, if any) shall, until paid, bear interest
from the Repayment Date at the rate prescribed therefor in such Security. 

Section 1304. Securities Repaid in Part. Any Security
that by its terms may be repaid in part at the option of the Holder and that is
to be repaid only in part shall be surrendered at any office or agency of the
Company designated for that purpose pursuant to Section 1002 (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 or her 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, as provided in Section 305, of any
authorized denomination as requested by such Holder, in aggregate principal
amount equal to and in exchange for the unrepaid portion of the principal of the
Security so surrendered. 

70 




_______________________

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. 

71 




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

		LIGHTBRIDGE
    CORPORATION  
	[CORPORATE SEAL] 	  
		By ________________________
		Chief Executive
    Officer  
	Attest: 	  
	  	  
	________________________	  
	Secretary 	  
	                                                                                                                                               	[                                      
      ] 
	  	  
		By ________________________






STATE OF
[             ] )

                                    
) 
ss: CITY OF
[                
 ] AND COUNTY OF
[                    
]) 

On
the                    
day of
[                   
] 20__, before me personally came _______, to me known, who, being by me duly
sworn, did depose and say that he is Secretary of LIGHTBRIDGE CORPORATION, one
of the corporations described in and which executed the foregoing instrument;
that he knows the seal of said corporation; that the seal affixed to said
instruments is such corporate seal; that it was so affixed by authority of the
By-Laws of said corporation, and that he signed his name thereto by authority of
the Board of Directors of said corporation. 





	Lightbridge Corporation 
	Reconciliation and tie between Trust Indenture Act of
      1939 and 
	Indenture, dated as of __, 20__




	Trust Indenture 	Indenture Sections 
	Act Section 	  
	  	  
	§ 310(a)(1) 	     
         609 
	             (a)(2) 	         609
  
	           
       (a)(3) 	     
         Not Applicable 
	             (a)(4) 	         Not
      Applicable 
	           
       (a)(5) 	     
         609 
	             (b) 	         608
  
	  	     
         610 
	§ 311(a) 	         613(a)
    
	           
       (b) 	     
         613(b) 
	             (b)(2) 	       
       703(a)(2) 
	  	     
         703(b) 
	§ 312(a) 	         701
  
	  	     
         702(a) 
	             (b) 	         702(b)
    
	           
       (c) 	     
         702(c) 
	§ 313(a) 	         703(a)
    
	           
       (b) 	     
         703(b) 
	             (c) 	       
       703(a), 703(b) 
	           
       (d) 	     
         703(c) 
	§ 314(a) 	         704
  
	           
       (b) 	     
         Not Applicable 
	             (c)(1) 	         102
  
	           
       (c)(2) 	     
         102 
	             (c)(3) 	         Not
      Applicable 
	           
       (d) 	     
         Not Applicable 
	             (e) 	         102
  
	§ 315(a) 	     
         601(a) 
	             (b) 	         602
  
	  	     
         703(a)(7) 
	             (c) 	         601(b)
    
	           
       (d) 	     
         601(c) 
	             (d)(l) 	       
       601(a)(1) 
	           
       (d)(2) 	     
         601(c)(2) 
	             (d)(3) 	       
       601(c)(3) 
	           
       (e) 	     
         514 
	§ 316(a) 	         101
  
	           
       (a)(1)(A) 	     
         502 
	  	         512
  
	           
       (a)(1)(B) 	     
         513 


2 





	           
       (a)(2) 	       
     Not Applicable 
	             (b) 	       
     508 
	           
       (c) 	       
     104(g) 
	§ 317(a)(l) 	       
     503 
	           
       (a)(2) 	       
     504 
	             (b) 	       
     1003 
	§ 318(a) 	       
     107 


___________ 

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

3