Exhibit 4.1


	
  

 	
  

 
	

 


 
	
  

 	
  

 
	
 ANNALY CAPITAL MANAGEMENT, INC.,

 
	
  

 	
  Issuer


 
	
  

 
	
 to

 
	
  

 
	
 WELLS FARGO BANK, NATIONAL ASSOCIATION,

 
	
  

 	
  Trustee


 
	
  

 
	

 


 
	
  

 
	
 INDENTURE

 
	
  

 
	

 


 
	
  

 
	
 Dated as of February 12, 2010

 
	
  

 
	
 Debt Securities

 
	
  

 
	

 


 










CROSS-REFERENCE TABLE*


	
  

 	
  

 	
  

 
	
 Trust
 Indenture Act Section

 	
 Indenture
 Section

 
	

 


 	

 


 
	
  

 	
  

 	
  

 
	
 310(a)

 	
 (1)

 	
 607

 
	
 (a)

 	
 (2)

 	
 607

 
	
 (a)

 	
 (3)

 	
 N.A.

 
	
 (a)

 	
 (4)

 	
 N.A.

 
	
 (a)

 	
 (5)

 	
 607

 
	
 (b)

 	
  

 	
 608

 
	
 (c)

 	
  

 	
 N.A.

 
	
 311(a)

 	
  

 	
 604

 
	
 (b)

 	
  

 	
 604

 
	
 (c)

 	
  

 	
 N.A.

 
	
 312(a)

 	
  

 	
 701, 702

 
	
 (b)

 	
  

 	
 702

 
	
 (c)

 	
  

 	
 702

 
	
 313(a)

 	
  

 	
 703

 
	
 (b)

 	
  

 	
 1601

 
	
 (c)

 	
  

 	
 703

 
	
 (d)

 	
  

 	
 703

 
	
 314(a)

 	
  

 	
 704, 1007

 
	
 (b)

 	
  

 	
 N.A.

 
	
 (c)

 	
 (1)

 	
 102

 
	
 (c)

 	
 (2)

 	
 102

 
	
 (c)

 	
 (3)

 	
 N.A.

 
	
 (d)

 	
  

 	
 N.A.

 
	
 (e)

 	
  

 	
 101

 
	
 (f)

 	
  

 	
 N.A.

 
	
 315(a)

 	
  

 	
 601

 
	
 (b)

 	
  

 	
 602

 
	
 (c)

 	
  

 	
 503

 
	
 (d)

 	
  

 	
 601

 
	
 (e)

 	
  

 	
 515

 
	
 316(a)

 	
 (1)(A)

 	
 502, 512

 
	
 (a)

 	
 (1)(B)

 	
 513

 
	
 (a)

 	
 (2)

 	
 N.A.

 
	
 (b)

 	
  

 	
 508

 
	
 (c)

 	
  

 	
 N.A.

 
	
 317(a)

 	
 (1)

 	
 503

 
	
 (a)

 	
 (2)

 	
 504

 
	
 (b)

 	
  

 	
 1003

 
	
 318(a)

 	
  

 	
 108

 
	
  

 
	

 


 






	
  

 
	
 N.A. means
 not applicable.

 
	
  

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

 









TABLE OF CONTENTS


	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 Page

 
	
  

 	
  

 	
  

 	

 


 
	
  

 	
  

 	
  

 	
  

 
	
 ARTICLE ONE

 
	
  

 
	
 DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

 
	
  

 
	
 Section 101.

 	
 Definitions

 	
  

 	
 1

 
	
  

 	
  

 	
  

 	
  

 
	
 Section 102.

 	
 Compliance
 Certificates and Opinions

 	
  

 	
 10

 
	
  

 	
  

 	
  

 	
  

 
	
 Section 103.

 	
 Form of
 Documents Delivered to Trustee

 	
  

 	
 10

 
	
  

 	
  

 	
  

 	
  

 
	
 Section 104.

 	
 Acts of
 Holders

 	
  

 	
 11

 
	
  

 	
  

 	
  

 	
  

 
	
 Section 105.

 	
 Notices,
 etc., to Trustee and Company

 	
  

 	
 12

 
	
  

 	
  

 	
  

 	
  

 
	
 Section 106.

 	
 Notice to
 Holders of Securities; Waiver

 	
  

 	
 13

 
	
  

 	
  

 	
  

 	
  

 
	
 Section 107.

 	
 Language of
 Notices

 	
  

 	
 14

 
	
  

 	
  

 	
  

 	
  

 
	
 Section 108.

 	
 Conflict
 with Trust Indenture Act

 	
  

 	
 14

 
	
  

 	
  

 	
  

 	
  

 
	
 Section 109.

 	
 Effect of
 Headings and Table of Contents

 	
  

 	
 14

 
	
  

 	
  

 	
  

 	
  

 
	
 Section 110.

 	
 Successors
 and Assigns

 	
  

 	
 14

 
	
  

 	
  

 	
  

 	
  

 
	
 Section 111.

 	
 Separability
 Clause

 	
  

 	
 14

 
	
  

 	
  

 	
  

 	
  

 
	
 Section 112.

 	
 Benefits of
 Indenture

 	
  

 	
 15

 
	
  

 	
  

 	
  

 	
  

 
	
 Section 113.

 	
 Governing
 Law; Waiver of Jury Trial; Consent to Jurisdiction

 	
  

 	
 15

 
	
  

 	
  

 	
  

 	
  

 
	
 Section 114.

 	
 Legal
 Holidays

 	
  

 	
 16

 
	
  

 	
  

 	
  

 	
  

 
	
 Section 115.

 	
 Counterparts

 	
  

 	
 16

 
	
  

 	
  

 	
  

 	
  

 
	
 Section 116.

 	
 Judgment
 Currency

 	
  

 	
 16

 
	
  

 	
  

 	
  

 	
  

 
	
 Section 117.

 	
 Extension of
 Payment Dates

 	
  

 	
 17

 
	
  

 	
  

 	
  

 	
  

 
	
 Section 118.

 	
 Immunity of
 Shareholders, Directors, Officers and Agents of the Company

 	
  

 	
 17

 
	
  

 	
  

 	
  

 	
  

 
	
 Section 119.

 	
 Force
 Majeure

 	
  

 	
 7

 
	
  

 	
  

 	
  

 	
  

 
	
 Section 120.

 	
 U.S.A.
 Patriot Act

 	
  

 	
 18

 


i









	
  

 	
  

 	
  

 	
  

 
	
 ARTICLE TWO

 
	
  

 	
  

 	
  

 	
  

 
	
 SECURITIES FORMS

 
	
  

 	
  

 	
  

 	
  

 
	
 Section 201.

 	
 Forms
 Generally

 	
  

 	
 18

 
	
  

 	
  

 	
  

 	
  

 
	
 Section 202.

 	
 Form of
 Trustee’s Certificate of Authentication

 	
  

 	
 18

 
	
  

 	
  

 	
  

 	
  

 
	
 Section 203.

 	
 Securities
 in Global Form

 	
  

 	
 19

 
	
  

 	
  

 	
  

 	
  

 
	
 ARTICLE THREE

 
	
  

 	
  

 	
  

 	
  

 
	
 THE SECURITIES

 
	
  

 	
  

 	
  

 	
  

 
	
 Section 301.

 	
 Amount
 Unlimited; Issuable in Series

 	
  

 	
 20

 
	
  

 	
  

 	
  

 	
  

 
	
 Section 302.

 	
 Currency;
 Denominations

 	
  

 	
 24

 
	
  

 	
  

 	
  

 	
  

 
	
 Section 303.

 	
 Execution,
 Authentication, Delivery and Dating

 	
  

 	
 24

 
	
  

 	
  

 	
  

 	
  

 
	
 Section 304.

 	
 Temporary
 Securities

 	
  

 	
 26

 
	
  

 	
  

 	
  

 	
  

 
	
 Section 305.

 	
 Registration,
 Transfer and Exchange

 	
  

 	
 27

 
	
  

 	
  

 	
  

 	
  

 
	
 Section 306.

 	
 Mutilated,
 Destroyed, Lost and Stolen Securities

 	
  

 	
 31

 
	
  

 	
  

 	
  

 	
  

 
	
 Section 307.

 	
 Payment of
 Interest and Certain Additional Amounts; Rights to Interest and Certain
 Additional Amounts Preserved

 	
  

 	
 32

 
	
  

 	
  

 	
  

 	
  

 
	
 Section 308.

 	
 Persons Deemed
 Owners

 	
  

 	
 33

 
	
  

 	
  

 	
  

 	
  

 
	
 Section 309.

 	
 Cancellation

 	
  

 	
 34

 
	
  

 	
  

 	
  

 	
  

 
	
 Section 310.

 	
 Computation
 of Interest

 	
  

 	
 34

 
	
  

 	
  

 	
  

 	
  

 
	
 Section 311.

 	
 CUSIP
 Numbers

 	
  

 	
 34

 
	
  

 	
  

 	
  

 	
  

 
	
 ARTICLE FOUR

 
	
  

 	
  

 	
  

 	
  

 
	
 SATISFACTION AND DISCHARGE OF INDENTURE

 
	
  

 	
  

 	
  

 	
  

 
	
 Section 401.

 	
 Satisfaction
 and Discharge

 	
  

 	
 35

 
	
  

 	
  

 	
  

 	
  

 
	
 Section 402.

 	
 Defeasance
 and Covenant Defeasance

 	
  

 	
 37

 
	
  

 	
  

 	
  

 	
  

 
	
 Section 403.

 	
 Application
 of Trust Money

 	
  

 	
 41

 
	
  

 	
  

 	
  

 	
  

 
	
 Section 404.

 	
 Reinstatement

 	
  

 	
 41

 


ii









	
  

 	
  

 	
  

 	
  

 
	
 ARTICLE FIVE

 
	
  

 	
  

 	
  

 	
  

 
	
 REMEDIES

 
	
  

 	
  

 	
  

 	
  

 
	
 Section 501.

 	
 Events of
 Default

 	
  

 	
 42

 
	
  

 	
  

 	
  

 	
  

 
	
 Section 502.

 	
 Acceleration
 of Maturity; Rescission and Annulment

 	
  

 	
 44

 
	
  

 	
  

 	
  

 	
  

 
	
 Section 503.

 	
 Collection
 of Indebtedness and Suits for Enforcement by Trustee

 	
  

 	
 45

 
	
  

 	
  

 	
  

 	
  

 
	
 Section 504.

 	
 Trustee
 May File Proofs of Claim

 	
  

 	
 46

 
	
  

 	
  

 	
  

 	
  

 
	
 Section 505.

 	
 Trustee
 May Enforce Claims without Possession of Securities or Coupons

 	
  

 	
 47

 
	
  

 	
  

 	
  

 	
  

 
	
 Section 506.

 	
 Application
 of Money Collected

 	
  

 	
 47

 
	
  

 	
  

 	
  

 	
  

 
	
 Section 507.

 	
 Limitations
 on Suits

 	
  

 	
 48

 
	
  

 	
  

 	
  

 	
  

 
	
 Section 508.

 	
 Unconditional
 Right of Holders to Receive Principal and any Premium, Interest and
 Additional Amounts

 	
  

 	
 48

 
	
  

 	
  

 	
  

 	
  

 
	
 Section 509.

 	
 Restoration
 of Rights and Remedies

 	
  

 	
 49

 
	
  

 	
  

 	
  

 	
  

 
	
 Section 510.

 	
 Rights and
 Remedies Cumulative

 	
  

 	
 49

 
	
  

 	
  

 	
  

 	
  

 
	
 Section 511.

 	
 Delay or
 Omission Not Waiver

 	
  

 	
 49

 
	
  

 	
  

 	
  

 	
  

 
	
 Section 512.

 	
 Control by
 Holders of Securities

 	
  

 	
 49

 
	
  

 	
  

 	
  

 	
  

 
	
 Section 513.

 	
 Waiver of
 Past Defaults

 	
  

 	
 50

 
	
  

 	
  

 	
  

 	
  

 
	
 Section 514.

 	
 Waiver of
 Usury, Stay or Extension Laws

 	
  

 	
 50

 
	
  

 	
  

 	
  

 	
  

 
	
 Section 515.

 	
 Undertaking
 for Costs

 	
  

 	
 50

 
	
  

 	
  

 	
  

 	
  

 
	
 ARTICLE SIX

 
	
  

 	
  

 	
  

 	
  

 
	
 THE TRUSTEE

 
	
  

 	
  

 	
  

 	
  

 
	
 Section 601.

 	
 Certain
 Rights of Trustee

 	
  

 	
 51

 
	
  

 	
  

 	
  

 	
  

 
	
 Section 602.

 	
 Notice of
 Defaults

 	
  

 	
 53

 
	
  

 	
  

 	
  

 	
  

 
	
 Section 603.

 	
 Not
 Responsible for Recitals or Issuance of Securities

 	
  

 	
 53

 
	
  

 	
  

 	
  

 	
  

 
	
 Section 604.

 	
 May Hold
 Securities

 	
  

 	
 53

 
	
  

 	
  

 	
  

 	
  

 
	
 Section 605.

 	
 Money Held
 in Trust

 	
  

 	
 54

 


iii









	
  

 	
  

 	
  

 	
  

 
	
 Section 606.

 	
 Compensation
 and Reimbursement

 	
  

 	
 54

 
	
  

 	
  

 	
  

 	
  

 
	
 Section 607.

 	
 Corporate Trustee
 Required; Eligibility

 	
  

 	
 55

 
	
  

 	
  

 	
  

 	
  

 
	
 Section 608.

 	
 Resignation
 and Removal; Appointment of Successor

 	
  

 	
 55

 
	
  

 	
  

 	
  

 	
  

 
	
 Section 609.

 	
 Acceptance
 of Appointment by Successor

 	
  

 	
 56

 
	
  

 	
  

 	
  

 	
  

 
	
 Section 610.

 	
 Merger,
 Conversion, Consolidation or Succession to Business

 	
  

 	
 58

 
	
  

 	
  

 	
  

 	
  

 
	
 Section 611.

 	
 Appointment
 of Authenticating Agent

 	
  

 	
 58

 
	
  

 	
  

 	
  

 	
  

 
	
 ARTICLE SEVEN

 
	
  

 	
  

 	
  

 	
  

 
	
 HOLDERS LISTS AND REPORTS BY TRUSTEE AND COMPANY

 
	
  

 	
  

 	
  

 	
  

 
	
 Section 701.

 	
 Company to
 Furnish Trustee Names and Addresses of Holders

 	
  

 	
 60

 
	
  

 	
  

 	
  

 	
  

 
	
 Section 702.

 	
 Preservation
 of Information; Communications to Holders

 	
  

 	
 60

 
	
  

 	
  

 	
  

 	
  

 
	
 Section 703.

 	
 Reports by
 Trustee

 	
  

 	
 61

 
	
  

 	
  

 	
  

 	
  

 
	
 Section 704.

 	
 Reports by
 Company

 	
  

 	
 61

 
	
  

 	
  

 	
  

 	
  

 
	
 ARTICLE EIGHT

 
	
  

 	
  

 	
  

 	
  

 
	
 CONSOLIDATION, MERGER AND SALES

 
	
  

 	
  

 	
  

 	
  

 
	
 Section 801.

 	
 Company
 May Consolidate, Etc., Only on Certain Terms

 	
  

 	
 62

 
	
  

 	
  

 	
  

 	
  

 
	
 Section 802.

 	
 Successor
 Person Substituted for Company

 	
  

 	
 62

 
	
  

 	
  

 	
  

 	
  

 
	
 ARTICLE NINE

 	
  

 
	
  

 	
  

 	
  

 	
  

 
	
 SUPPLEMENTAL INDENTURES

 
	
  

 	
  

 	
  

 	
  

 
	
 Section 901.

 	
 Supplemental
 Indentures without Consent of Holders

 	
  

 	
 63

 
	
  

 	
  

 	
  

 	
  

 
	
 Section 902.

 	
 Supplemental
 Indentures with Consent of Holders

 	
  

 	
 64

 
	
  

 	
  

 	
  

 	
  

 
	
 Section 903.

 	
 Execution of
 Supplemental Indentures

 	
  

 	
 66

 
	
  

 	
  

 	
  

 	
  

 
	
 Section 904.

 	
 Effect of
 Supplemental Indentures

 	
  

 	
 66

 
	
  

 	
  

 	
  

 	
  

 
	
 Section 905.

 	
 Reference in
 Securities to Supplemental Indentures

 	
  

 	
 66

 
	
  

 	
  

 	
  

 	
  

 
	
 Section 906.

 	
 Conformity
 with Trust Indenture Act

 	
  

 	
 66

 


iv









	
  

 	
  

 	
  

 	
  

 
	
 ARTICLE TEN

 
	
  

 	
  

 	
  

 	
  

 
	
 COVENANTS

 
	
  

 	
  

 	
  

 	
  

 
	
 Section
 1001.

 	
 Payment of
 Principal, Premium, Interest and Additional Amounts

 	
  

 	
 67

 
	
  

 	
  

 	
  

 	
  

 
	
 Section
 1002.

 	
 Maintenance
 of Office or Agency

 	
  

 	
 67

 
	
  

 	
  

 	
  

 	
  

 
	
 Section
 1003.

 	
 Money for
 Securities Payments to Be Held in Trust

 	
  

 	
 68

 
	
  

 	
  

 	
  

 	
  

 
	
 Section
 1004.

 	
 Additional
 Amounts

 	
  

 	
 70

 
	
  

 	
  

 	
  

 	
  

 
	
 Section
 1005.

 	
 Legal
 Existence

 	
  

 	
 70

 
	
  

 	
  

 	
  

 	
  

 
	
 Section
 1006.

 	
 Waiver of
 Certain Covenants

 	
  

 	
 70

 
	
  

 	
  

 	
  

 	
  

 
	
 Section
 1007.

 	
 Company
 Statement as to Compliance

 	
  

 	
 70

 
	
  

 	
  

 	
  

 	
  

 
	
 Section
 1008.

 	
 Calculation
 of Original Issue Discount

 	
  

 	
 71

 
	
  

 	
  

 	
  

 	
  

 
	
 ARTICLE ELEVEN

 
	
  

 	
  

 	
  

 	
  

 
	
 REDEMPTION OF SECURITIES

 
	
  

 	
  

 	
  

 	
  

 
	
 Section
 1101.

 	
 Applicability
 of Article

 	
  

 	
 71

 
	
  

 	
  

 	
  

 	
  

 
	
 Section
 1102.

 	
 Election to
 Redeem; Notice to Trustee

 	
  

 	
 71

 
	
  

 	
  

 	
  

 	
  

 
	
 Section
 1103.

 	
 Selection by
 Trustee of Securities to be Redeemed

 	
  

 	
 71

 
	
  

 	
  

 	
  

 	
  

 
	
 Section
 1104.

 	
 Notice of
 Redemption

 	
  

 	
 72

 
	
  

 	
  

 	
  

 	
  

 
	
 Section
 1105.

 	
 Deposit of
 Redemption Price

 	
  

 	
 74

 
	
  

 	
  

 	
  

 	
  

 
	
 Section
 1106.

 	
 Securities
 Payable on Redemption Date

 	
  

 	
 74

 
	
  

 	
  

 	
  

 	
  

 
	
 Section
 1107.

 	
 Securities
 Redeemed in Part

 	
  

 	
 75

 
	
  

 	
  

 	
  

 	
  

 
	
 ARTICLE TWELVE

 
	
  

 	
  

 	
  

 	
  

 
	
 SINKING FUNDS

 
	
  

 	
  

 	
  

 	
  

 
	
 Section
 1201.

 	
 Applicability
 of Article

 	
  

 	
 75

 
	
  

 	
  

 	
  

 	
  

 
	
 Section
 1202.

 	
 Satisfaction
 of Sinking Fund Payments with Securities

 	
  

 	
 76

 
	
  

 	
  

 	
  

 	
  

 
	
 Section
 1203.

 	
 Redemption
 of Securities for Sinking Fund

 	
  

 	
 76

 


v









	
  

 	
  

 	
  

 	
  

 
	
 ARTICLE THIRTEEN

 
	
  

 	
  

 	
  

 	
  

 
	
 REPAYMENT AT THE OPTION OF HOLDERS

 
	
  

 	
  

 	
  

 	
  

 
	
 Section
 1301.

 	
 Applicability
 of Article

 	
  

 	
 77

 
	
  

 	
  

 	
  

 	
  

 
	
 ARTICLE FOURTEEN

 
	
  

 	
  

 	
  

 	
  

 
	
 SECURITIES IN FOREIGN CURRENCIES

 
	
  

 	
  

 	
  

 	
  

 
	
 Section
 1401.

 	
 Applicability
 of Article

 	
  

 	
 77

 
	
  

 	
  

 	
  

 	
  

 
	
 ARTICLE FIFTEEN

 
	
  

 	
  

 	
  

 	
  

 
	
 MEETINGS OF HOLDERS OF SECURITIES

 
	
  

 	
  

 	
  

 	
  

 
	
 Section
 1501.

 	
 Purposes for
 Which Meetings May Be Called

 	
  

 	
 78

 
	
  

 	
  

 	
  

 	
  

 
	
 Section
 1502.

 	
 Call, Notice
 and Place of Meetings

 	
  

 	
 78

 
	
  

 	
  

 	
  

 	
  

 
	
 Section
 1503.

 	
 Persons
 Entitled to Vote at Meetings

 	
  

 	
 78

 
	
  

 	
  

 	
  

 	
  

 
	
 Section
 1504.

 	
 Quorum;
 Action

 	
  

 	
 79

 
	
  

 	
  

 	
  

 	
  

 
	
 Section
 1505.

 	
 Determination
 of Voting Rights; Conduct and Adjournment of Meetings

 	
  

 	
 79

 
	
  

 	
  

 	
  

 	
  

 
	
 Section
 1506.

 	
 Counting
 Votes and Recording Action of Meetings

 	
  

 	
 80

 
	
  

 	
  

 	
  

 	
  

 
	
 ARTICLE SIXTEEN

 
	
  

 	
  

 	
  

 	
  

 
	
 SECURITY

 
	
  

 	
  

 	
  

 	
  

 
	
 Section
 1601.

 	
 Security

 	
  

 	
 81

 



vi







          INDENTURE,
dated as of February 12, 2010 (the “Indenture”), between Annaly Capital
Management, Inc., a Maryland corporation (hereinafter called the “Company”),
having its principal executive office located at 1211 Avenue of the Americas,
Suite 2902, New York, New York 10036, and Wells Fargo Bank, National
Association, a national banking association duly organized and existing under
the laws of the United States of America (hereinafter called the “Trustee”).


RECITALS


          The
Company has duly authorized the execution and delivery of this Indenture to
provide for the issuance from time to time of senior unsecured and secured debentures, notes or other evidences of
indebtedness (hereinafter called the “Securities”), unlimited as to principal
amount, to bear such rates of interest, to mature at such time or times, to be
issued in one or more series and to have such other provisions as shall be
fixed as hereinafter provided.


          The
Company has duly authorized the execution and delivery of this Indenture. All
things necessary to make this Indenture a valid agreement of the Company, in
accordance with its terms, have been done.


          This
Indenture is subject to the provisions of the Trust Indenture Act of 1939, as
amended, and the rules and regulations of the Securities and Exchange
Commission promulgated thereunder that are required to be part of this
Indenture and, to the extent applicable, shall be governed by such provisions.


          NOW,
THEREFORE, THIS INDENTURE WITNESSETH:


          For
and in consideration of the premises and the purchase of the Securities by the
Holders (as herein defined) thereof, it is mutually covenanted and agreed, for
the equal and proportionate benefit of all Holders of the Securities or of any
series thereof and any Coupons (as herein defined) as follows:






ARTICLE ONE


DEFINITIONS AND OTHER PROVISIONS OF GENERAL
APPLICATION


          Section 101. Definitions.  


          Except
as otherwise expressly provided in or pursuant to this Indenture or unless the
context otherwise requires, for all purposes of this Indenture:


          (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 GAAP;


          (4)
the words “herein”, “hereof”, “hereto” 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;


          (5)
the word “or” is always used inclusively (for example, the phrase “A or B”
means “A or B or both”, not “either A or B but not both”);


          (6)
provisions apply to successive events and transactions;


          (7)
the term “merger” includes a statutory share exchange and the terms “merge” and
“merged” have correlative meanings;


          (8)
the masculine gender includes the feminine and the neuter; and


          (9)
references to agreements and other instruments include subsequent amendments
and supplements thereto.


          Certain
terms used principally in certain Articles hereof are defined in those
Articles.


          Except
as otherwise expressly provided in or pursuant to this Indenture or the context
otherwise requires, for all purposes of this Indenture, references to the
conversion or exchange of any Securities for or into other securities (other
than Securities of the same series) or property shall not include the exchange
of Securities of any series for other Securities of the same series.


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


          “Additional
Amounts” means any additional amounts which are required by this Indenture or
by any Security, or by the terms of any Security established pursuant to
Section 301, under circumstances specified herein or therein, to be paid by the
Company in respect of certain


1






taxes, duties,
levies, imposts, assessments or other governmental charges imposed on Holders
specified herein or therein.


          “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 pursuant to Section 611 to
act on behalf of the Trustee to authenticate Securities of one or more series.


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


          “Bankruptcy
Law” means Title 11, U.S. Code or any similar federal, state, or foreign law
for the relief of debtors.


          “Bearer
Security” means any Security in the form established pursuant to Section 201
which is payable to bearer.


          “Board
of Directors” means the board of directors of the Company or any committee of
that board duly authorized to act generally or in any particular respect for
the Company hereunder. The term “board of directors” means the board of
directors of the Company and does not include committees of the board of
directors.


          “Board
Resolution” means a copy of one or more resolutions, 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, delivered to the Trustee.


          “Business
Day” means, unless otherwise specified with respect to the Securities of any
series pursuant to Section 301, any day other than a Saturday, Sunday or other
day on which banking institutions in The City of New York are authorized or
obligated by law, regulation or executive order to close; provided that such
term shall mean, when used with respect to any payment of principal of, or
premium or interest, if any, on, or Additional Amounts with respect to, the
Securities of any series to be made at any Place of Payment for such
Securities, unless otherwise specified pursuant to Section 301 with respect to
such Securities, any day other than a Saturday, Sunday or other day on which
banking institutions in such Place of Payment are authorized or obligated by
law, regulation or executive order to close.


2





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


          “Common
Shares” means the common shares of the Company as such common shares exist on
the date of this Indenture or shares of any class or classes resulting from any
reclassification or reclassifications thereof and which have no preference in
respect of dividends or similar distributions or of amounts payable in the
event of any voluntary or involuntary liquidation, dissolution or winding up of
the Company and which are not subject to redemption by the Company; provided that, solely in the case of
any Securities that are convertible into Common Shares, unless otherwise
provided pursuant to Section 301 with respect to the Securities of such series,
if at any time there shall be more than one such resulting class, the shares of
each such class then so issuable on conversion of such Securities shall be
substantially in the proportion which the total number of shares of such class
resulting from all such reclassifications bears to the total number of shares
of all such classes resulting from all such reclassifications.


          “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 and any other obligor upon the Securities.


          “Company
Request” and “Company Order” mean, respectively, a written request or order, as
the case may be, signed in the name of the Company by the Chairman, the Chief
Executive Officer, the President, the Chief Financial Officer or a Vice
President and by the Treasurer, an Assistant Treasurer, the Secretary or an
Assistant Secretary of the Company, and delivered to the Trustee.


          “Conversion
Event” means (i) with respect to any Foreign Currency other than the Euro,
the cessation of use of such Foreign Currency both by the government of the
country or the confederation which issued such Foreign Currency and for the
settlement of transactions by a central bank or other public institutions of or
within the international banking community or (ii) in the case of the
Euro, the cessation of use of the Euro both within the European Monetary System
and for the settlement of transactions by public institutions of or within the
European Union.


          “Corporate
Trust Office” means the designated corporate trust office of the Trustee at
which at any particular time its corporate trust business shall be
administered, which office at the date of this Indenture is located at 45
Broadway, 14th Floor, New York, New York 10006, Attention: Corporate
Trust Services.


          The
term “Corporation” includes corporations, partnerships, associations, limited
liability companies and other companies, and business trusts. The term
“corporation” means a corporation and does not include partnerships,
associations, limited liability companies or other companies or business
trusts.


3





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


          “Currency”,
with respect to any payment, deposit or other transfer in respect of the
principal of or any premium or interest on or any Additional Amounts with
respect to any Security, means Dollars or the Foreign Currency, as the case may
be, in which such payment, deposit or other transfer is required to be made by
or pursuant to the terms hereof or such Security and, with respect to any other
payment, deposit or transfer pursuant to or contemplated by the terms hereof or
such Security, means Dollars.


          “CUSIP
number” means the alphanumeric designation assigned to a Security by
Standard & Poor’s, CUSIP Service Bureau.


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


          “Depository”
means, with respect to any Security issuable or issued in the form of one or
more global Securities, the Person designated as depository by the Company in
or pursuant to this Indenture, and, unless otherwise provided with respect to
any Security, any successor to such Person. If at any time there is more than
one such Person, “Depository” shall mean, with respect to any Securities, the
depository which has been appointed with respect to such Securities.


          “Dollars”
or “$” means a dollar or other equivalent unit of legal tender for payment of
public or private debts in the United States of America.


          “Euro”
means the currency introduced at the start of the third stage of European
economic and monetary union pursuant to the Treaty establishing European
Community, as amended by the Treaty on European Union.


          “European
Monetary System” means the European Monetary System established by the
Resolution of December 5, 1978 of the Council of the European Community.


          “European
Union” means the participating member states that adopt a single currency in
accordance with the Treaty establishing the European Community, as amended by
the Treaty on European Union.


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


          “Exchange
Act” means the Securities Exchange Act of 1934, as amended, or any successor
thereto, in each case as amended from time to time.


          “Foreign
Currency” means any currency, currency unit or composite currency, including,
without limitation, the Euro, issued by the government of one or more countries
other than the United States of America or by any recognized confederation or
association of such government.


          “GAAP”
and “generally accepted accounting principles” mean, unless otherwise specified
with respect to any series of Securities pursuant to Section 301, such
accounting principles as are generally accepted in the United States of America
as of the date or time of any computation required hereunder.


4





          “Government
Obligations” means securities which are (i) direct obligations of the
United States of America or the other government or governments in the
confederation which issued the Foreign Currency in which the principal of or
any premium or interest on the relevant Security or any Additional Amounts in
respect thereof shall be payable, in each case where the payment or payments
thereunder are supported by the full faith and credit of such government or
governments or (ii) obligations of a Person controlled or supervised by
and acting as an agency or instrumentality of the United States of America or
such other government or governments, in each case where the timely payment or
payments thereunder are unconditionally guaranteed as a full faith and credit
obligation by the United States of America or such other government or
governments, and which, in the case of (i) or (ii), are not callable or
redeemable at the option of the issuer or issuers thereof, and shall also
include a depository receipt issued by a bank or trust company as custodian
with respect to any such Government Obligation or a specific payment of
interest on or principal of or other amount with respect to any such Government
Obligation held by such custodian for the account of the holder of a depository
receipt, provided that (except as required by law) such custodian is not
authorized to make any deduction from the amount payable to the holder of such
depository receipt from any amount received by the custodian in respect of the
Government Obligation or the specific payment of interest on or principal of or
other amount with respect to the Government Obligation evidenced by such
depository receipt.


          “Holder”,
in the case of any Registered Security, means the Person in whose name such
Security is registered in the Security Register and, in the case of any Bearer
Security, means the bearer thereof and, in the case of any Coupon, means the
bearer thereof.


          “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, with respect to any
Security, by the terms and provisions of such Security and any Coupon appertaining
thereto established pursuant to Section 301 (as such terms and provisions may
be amended pursuant to the applicable provisions hereof), provided, however,
that, if at any time more than one Person is acting as Trustee under this
instrument, “Indenture” shall mean, with respect to any one or more series of
Securities for which such Person is Trustee, 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 those particular series of
Securities for which such Person is Trustee established pursuant to Section
301, exclusive, however, of any provisions or terms which relate solely to
other series of Securities for which such Person is not Trustee, regardless of
when such terms or provisions were adopted.


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


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


5





          “Judgment
Currency” has the meaning specified in Section 116.


          “Maturity”,
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 provided in
or pursuant to this Indenture or such Security, whether at the Stated Maturity
or by declaration of acceleration, upon redemption at the option of the
Company, upon repurchase or repayment at the option of the Holder or otherwise,
and includes a Redemption Date for such Security and a date fixed for the
repurchase or repayment of such Security at the option of the Holder.


          “New
York Banking Day” has the meaning specified in Section 116.


          “Non-recourse
Debt” means any indebtedness the terms of which provide that the claim for
repayment of such indebtedness by the holder thereof is limited solely to a
claim against the property or assets (including, without limitation, securities
or interests in securities) that secure such indebtedness; provided, however,
that any obligations or liabilities of the debtor or obligor or any other
person solely for indemnities, covenants or breaches of warranties,
representations or covenants or similar matters in respect of any indebtedness
will not prevent such indebtedness from constituting Non-recourse Debt.


          “Office”
or “Agency”, with respect to any Securities, means an office or agency of the
Company maintained or designated in a Place of Payment for such Securities
pursuant to Section 1002 or any other office or agency of the Company
maintained or designated for such Securities pursuant to Section 1002 or, to
the extent designated or required by Section 1002 in lieu of such office or
agency, the Corporate Trust Office of the Trustee.


          “Officers’
Certificate” means a certificate signed by the Chairman, the Chief Executive
Officer, the President, the Chief Financial Officer or a Vice President and by
the Treasurer, an Assistant Treasurer, the Secretary or an Assistant Secretary
of the Company, that complies with the requirements of
Section 314(e) of the Trust Indenture Act and is 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 other counsel who shall be reasonably acceptable to
the Trustee, that, if required by the Trust Indenture Act, complies with the
requirements of Section 314(e) of the Trust Indenture Act.


          “Original
Issue Discount Security” means a Security issued pursuant to this Indenture
which provides for an amount less than the principal face amount thereof to be
due and payable upon declaration of acceleration pursuant to Section 502.


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


	
  

 	
  

 	
  

 
	
  

 	
 (a)

 	
 any such
 Security theretofore cancelled by the Trustee or the Security Registrar or
 delivered to the Trustee or the Security Registrar for cancellation;

 


6









	
  

 	
  

 	
  

 
	
  

 	
 (b)

 	
 any such
 Security for whose payment at the Maturity thereof money in the necessary
 amount (or, to the extent that such Security is payable at such Maturity in
 Common Shares or other securities or property, Common Shares or such other
 securities or property in the necessary amount, together with, if applicable,
 cash in lieu of fractional shares or securities) has been theretofore
 deposited pursuant hereto (other than pursuant to Section 402) 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 and any Coupons appertaining
 thereto, 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;

 
	
  

 	
  

 	
  

 
	
  

 	
 (c)

 	
 any such
 Security with respect to which the Company has effected defeasance or
 covenant defeasance pursuant to Section 402, except to the extent provided in
 Section 402;

 
	
  

 	
  

 	
  

 
	
  

 	
 (d)

 	
 any such
 Security which has 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, unless there shall have been presented to the Trustee
 proof satisfactory to it that such Security is held by a bona fide purchaser
 in whose hands such Security is a valid obligation of the Company; and

 
	
  

 	
  

 	
  

 
	
  

 	
 (e)

 	
 any such
 Security converted or exchanged as contemplated by this Indenture into Common
 Shares or other securities or property, if the terms of such Security provide
 for such conversion or exchange pursuant to Section 301;

 



provided, however,
that in determining whether the Holders of the requisite principal amount of
Outstanding Securities have given any request, demand, authorization,
direction, notice, consent or waiver hereunder or are present at a meeting of
Holders of Securities for quorum purposes, (i) the principal amount of an
Original Issue Discount Security that may be counted in making such
determination and that shall be deemed to be Outstanding for such purposes
shall be equal to the amount of the principal thereof that pursuant to the
terms of such Original Issue Discount Security would be declared (or shall have
been declared to be) due and payable upon a declaration of acceleration thereof
pursuant to Section 502 at the time of such determination, and (ii) the
principal amount of any Indexed Security that may be counted in making such
determination and that shall be deemed Outstanding for such purpose shall be
equal to the principal face amount of such Indexed Security at original
issuance, unless otherwise provided in or pursuant to this Indenture, and
(iii) the principal amount of a Security denominated in a Foreign Currency
that may be counted in making such determination and that shall be deemed Outstanding
for such purposes shall be the Dollar equivalent, determined on the date of
original issuance of such Security, of the principal amount (or, in the case of
an Original Issue Discount Security, the Dollar equivalent on the date of
original issuance of such Security of the amount determined as provided in
(i) above) of such Security, and (iv) Securities owned by the Company


7





or any other
obligor upon the Securities, or any Affiliate of the Company or such other
obligor shall be disregarded and deemed not to be Outstanding, except that, in
determining whether the Trustee shall be protected in making any such
determination or relying upon any such request, demand, authorization,
direction, notice, consent or waiver, only Securities which a Responsible
Officer of the Trustee actually knows to be so owned shall be so disregarded.
Securities so owned which shall have been pledged in good faith may be regarded
as Outstanding if the pledgee establishes to the satisfaction of the Trustee
(A) the pledgee’s right so to act with respect to such Securities and
(B) that the pledgee is not the Company or any other obligor upon the
Securities or any Coupons appertaining thereto or an Affiliate (other than a
Trust) of the Company or such other obligor.


          “Paying
Agent” means any Person authorized by the Company to pay the principal of, or
any premium or interest on, or any Additional Amounts with respect to, any
Security or any Coupon on behalf of the Company.


          “Person”
and “person” mean any individual, Corporation, joint venture, joint-stock
company, trust, unincorporated organization or government or any agency or
political subdivision thereof.


          “Place
of Payment”, with respect to any Security, means the place or places where the
principal of, or any premium or interest on, or any Additional Amounts with
respect to such Security are payable as provided in or pursuant to this
Indenture or such Security.


          “Predecessor
Security” of any particular Security means every previous Security evidencing
all or a portion of the same indebtedness 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 lost,
destroyed, mutilated or stolen Security or any Security to which a mutilated,
destroyed, lost or stolen Coupon appertains shall be deemed to evidence the
same indebtedness as the lost, destroyed, mutilated or stolen Security or the
Security to which a mutilated, destroyed, lost or stolen Coupon appertains.


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


          “Redemption
Price”, with respect to any Security or portion thereof to be redeemed, means
the price at which it is to be redeemed as determined by or pursuant to this
Indenture or such Security.


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


          “Regular
Record Date” for the interest payable on any Registered Security on any
Interest Payment Date therefor means the date, if any, specified in or pursuant
to this Indenture or such Security as the record date for the payment of such
interest.


          “Required
Currency” has the meaning specified in Section 116.


8





          “Responsible
Officer” shall mean, when used with respect to the Trustee, any officer within
the corporate trust department of the Trustee, including any vice president,
assistant vice president, trust officer or assistant trust officer or any other
officer of the Trustee who customarily performs functions similar to those
performed by the Persons who at the time shall be such officers, respectively,
or to whom any corporate trust matter is referred because of such person’s
knowledge of and familiarity with the particular subject and who shall have
direct responsibility for the administration of this Indenture.


          “Securities
Act” means the Securities Act of 1933, as amended, or any successor thereto, in
each case as amended from time to time.


          “Security”
or “Securities” means any note or notes, bond or bonds, debenture or
debentures, or any other evidences of indebtedness, as the case may be,
authenticated and delivered under this Indenture; provided, however, that, if at any time there is more than one
Person acting as Trustee under this Indenture, “Securities”, with respect to
any such Person, shall mean Securities authenticated and delivered under this
Indenture, exclusive, however, of Securities of any series as to which such
Person is not Trustee.


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


          “Significant
Subsidiary” means, as of any date of determination, a Subsidiary of the Company
that would constitute a “significant subsidiary,” as such term is defined under
Rule 1-02(w) of Regulation S-X of the Commission as in effect on the
date of this Indenture.


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


          “Stated
Maturity”, with respect to any Security or any installment of principal thereof
or interest thereon or any Additional Amounts with respect thereto, means the
date established by or pursuant to this Indenture or such Security as the fixed
date on which the principal of such Security or such installment of principal or
interest is, or such Additional Amounts are, due and payable.


          “Subsidiary”
means, with respect to any Person, (i) any corporation, association or
other business entity of which more than 50% of the total voting power of
shares of capital stock or other equity interests 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 such Person or one or more of the other Subsidiaries of such
Person (or a combination thereof) and (ii) any partnership (a) the
sole general partner or managing general partner of which is such Person or a
Subsidiary of such Person or (b) the only general partners of which are
such Person or one or more Subsidiaries of such Person (or any combination
thereof).


          “Trust
Indenture Act” means the Trust Indenture Act of 1939, as amended, and any
reference herein to the Trust Indenture Act or a particular provision thereof
shall mean such Act or provision, as the case may be, as amended or replaced
from time to time or as supplemented from time to time by rules or
regulations adopted by the Commission under or in furtherance of the purposes
of such Act or provision, as the case may be.


9





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


          “United
States”, means the United States of America (including the states thereof and
the District of Columbia), its territories, its possessions and other areas
subject to its jurisdiction; and the term “United States of America” means the
United States of America.


          “United
States Alien”, except as otherwise provided in or pursuant to this Indenture or
any Security, means any Person who, for United States Federal income tax
purposes, is a foreign corporation, a non-resident alien individual, a
non-resident alien fiduciary of a foreign estate or trust, or a foreign
partnership one or more of the members of which is, for United States Federal
income tax purposes, a foreign corporation, a non-resident alien individual or
a non-resident alien fiduciary of a foreign estate or trust.


          “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”.


          Section
102. Compliance Certificates and Opinions.  


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


          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, unless such officer
knows, or in the exercise of reasonable care should know, that the opinion with
respect to the matters upon which his certificate or opinion is based is
erroneous. 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


10





officers of
the Company, a governmental official or officers or any other Person or Persons
stating that the information with respect to such factual matters is in the
possession of the Company unless such counsel knows, or in the exercise of
reasonable care should know, that the certificate, opinion or representations
with respect to such matters are erroneous.


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


          Section
104. Acts of Holders.  


          (1)
Any request, demand, authorization, direction, notice, consent, waiver or other
action provided by or pursuant to 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. If, but only if, Securities of a series are issuable
as Bearer Securities, any request, demand, authorization, direction, notice,
consent, waiver or other action provided in or pursuant to this Indenture to be
made, given or taken by Holders of Securities of such series may,
alternatively, be embodied in and evidenced by the record of Holders of
Securities of such series voting in favor thereof, either in person or by
proxies duly appointed in writing, at any meeting of Holders of Securities of
such series duly called and held in accordance with the provisions of Article
Fifteen, or a combination of such instruments and any such record. Except as
herein otherwise expressly provided, such action shall become effective when
such instrument or instruments or record or both are delivered to the Trustee
and, where it is hereby expressly required, to the Company. Such instrument or
instruments and any such record (and the action embodied therein and evidenced
thereby) are herein sometimes referred to as the “Act” of the Holders signing
such instrument or instruments or so voting at any such meeting. Proof of
execution of any such instrument or of a writing appointing any such agent, or
of the holding by any Person of a Security, shall be sufficient for any purpose
of this Indenture and (subject to Section 315 of the Trust Indenture Act)
conclusive in favor of the Trustee and the Company and any agent of the Trustee
or the Company, if made in the manner provided in this Section 104. The record
of any meeting of Holders of Securities shall be proved in the manner provided
in Section 1506.


          Without
limiting the generality of this Section 104, unless otherwise provided in or
pursuant to this Indenture, a Holder, including a Depository that is a Holder
of a global Security, may make, give or take, by a proxy or proxies, duly
appointed in writing, any request, demand, authorization, direction, notice,
consent, waiver or other Act provided in or pursuant to this Indenture or the
Securities to be made, given or taken by Holders, and a Depository that is a
Holder of a global Security may provide its proxy or proxies to the beneficial
owners of interests in any such global Security through such Depository’s
standing instructions and customary practices.


          (2)
The fact and date of the execution by any Person of any such instrument or
writing may be proved in any reasonable manner which the Trustee deems
sufficient and in accordance with such reasonable rules as the Trustee may
determine; and the Trustee may in any instance require further proof with
respect to any of the matters referred to in this Section 104.


11





          (3)
The ownership, principal amount and serial numbers of Registered Securities
held by any Person, and the date of the commencement and the date of the
termination of holding the same, shall be proved by the Security Register.


          (4)
The ownership, principal amount and serial numbers of Bearer Securities held by
any Person, and the date of the commencement and the date of the termination of
holding the same, may be proved by the production of such Bearer Securities or
by a certificate executed, as depositary, by any trust company, bank, banker or
other depositary reasonably acceptable to the Company, wherever situated, if
such certificate shall be deemed by the Company and the Trustee to be
satisfactory, showing that at the date therein mentioned such Person had on
deposit with such depositary, or exhibited to it, the Bearer Securities therein
described; or such facts may be proved by the certificate or affidavit of the
Person holding such Bearer Securities, if such certificate or affidavit is
deemed by the Company and the Trustee to be satisfactory. The Trustee and the
Company may assume that such ownership of any Bearer Security continues until (1) another
certificate or affidavit bearing a later date issued in respect of the same
Bearer Security is produced, or (2) such Bearer Security is produced to
the Trustee by some other Person, or (3) such Bearer Security is
surrendered in exchange for a Registered Security, or (4) such Bearer
Security is no longer Outstanding. The ownership, principal amount and serial
numbers of Bearer Securities held by the Person so executing such instrument or
writing and the date of the commencement and the date of the termination of
holding the same may also be proved in any other manner which the Company and
the Trustee deem sufficient.


          (5)
If the Company shall solicit from the Holders of any Registered Securities any
request, demand, authorization, direction, notice, consent, waiver or other
Act, the Company may at its option (but is not obligated to), by Board
Resolution fix in advance a record date for the determination of Holders of
Registered Securities entitled to give such request, demand, authorization,
direction, notice, consent, waiver or other Act. 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 Registered Securities of record at the close of business on such
record date shall be deemed to be Holders for the purpose of determining
whether Holders of the requisite proportion of 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 such record date; provided that
no such authorization, agreement or consent by the Holders of Registered
Securities shall be deemed effective unless it shall become effective pursuant
to the provisions of this Indenture not later than six months after the record
date.


          (6)
Any request, demand, authorization, direction, notice, consent, waiver or other
Act by 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 or suffered to be done by the Trustee, any Security Registrar,
any Paying Agent or the Company in reliance thereon, whether or not notation of
such Act is made upon such Security.




12






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


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


          (1)
the Trustee by any Holder or 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, or


          (2)
the Company by the Trustee or 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 the attention
of its Chief Financial Officer at the address of the Company’s 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 of Securities; Waiver.  


          Except
as otherwise expressly provided in or pursuant to this Indenture, where this
Indenture provides for notice to Holders of Securities of any event,


          (1)
such notice shall be sufficiently given to Holders of Registered Securities if
in writing and mailed, first-class postage prepaid, to each Holder of a
Registered Security affected by such event, at his address as it appears in the
Security Register, not later than the latest date, and not earlier than the
earliest date, prescribed for the giving of such notice; and


          (2)
such notice shall be sufficiently given to Holders of Bearer Securities, if
any, if published in an Authorized Newspaper in The City of New York and, if
such Securities are then listed on any stock exchange outside the United
States, in an Authorized Newspaper in such city as the Company shall advise the
Trustee that such stock exchange so requires, on a Business Day at least twice,
the first such publication to be not earlier than the earliest date and the
second such publication not later than the latest date prescribed for the
giving of such notice.


          In
any case where notice to Holders of Registered Securities is given by mail,
neither the failure to mail such notice, nor any defect in any notice so
mailed, to any particular Holder of a Registered Security shall affect the
sufficiency of such notice with respect to other Holders of Registered
Securities or the sufficiency of any notice to Holders of Bearer Securities
given as provided herein. Any notice which is mailed in the manner herein
provided shall be conclusively presumed to have been duly given or provided. In
the case by reason of the suspension of regular mail service or by reason of
any other cause it shall be impracticable to give such notice by mail, then
such notification as shall be made with the approval of the Trustee shall
constitute a sufficient notification for every purpose hereunder.


          In
case by reason of the suspension of publication of any Authorized Newspaper or
Authorized Newspapers or by reason of any other cause it shall be impracticable
to publish any notice to Holders of Bearer Securities as provided above, then
such notification to Holders of Bearer Securities as shall be given with the
approval of the Trustee shall constitute sufficient notice to such Holders for
every purpose hereunder. Neither failure to give notice by publication to
Holders of Bearer Securities as provided above, nor any defect in any notice so
published,


13





shall affect
the sufficiency of any notice mailed to Holders of Registered Securities as
provided above.


          Where
this Indenture provides for notice in any manner, such notice may be waived in
writing by the Person entitled to receive such notice, either before or after
the event, and such waiver shall be the equivalent of such notice. Waivers of
notice by Holders of Securities 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.


          Anything
herein to the contrary notwithstanding, unless otherwise expressly stated in
this Indenture or pursuant to Section 301 with respect to the Securities of any
series, if a Depository or its nominee is the Holder of any Security, then any
notice given to such Depository or its nominee, as the case may be, in respect
of such Security may be given by the Company or the Trustee electronically in
accordance with the procedures of such Depository as in effect from time to
time in lieu of giving notice to such Depository or such nominee, as the case
may be, by mail and all references in this Indenture to the mailing of any such
notice shall be deemed to mean, solely as concerns the notice given by the
Company or the Trustee to such Depository or its nominee, as the case may be,
the electronic transmission of such notice as aforesaid, mutatis mutandis.


          Section
107. Language of Notices.  


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


          Section
108. Conflict with Trust Indenture Act.  


          If
any provision hereof limits, qualifies or conflicts with any duties under any
required provision of the Trust Indenture Act imposed hereon by
Section 318(c) thereof, such required provision shall control.


          Section
109. 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
110. 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
111. Separability Clause.  


          In
case any provision in this Indenture, any Security or any Coupon shall be
invalid, illegal or unenforceable, the validity, legality and enforceability of
the remaining provisions shall not, to the fullest extent permitted by law, in
any way be affected or impaired thereby.


14





          Section
112. Benefits of Indenture.  


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


          Section
113. Governing Law; Waiver of Jury Trial; Consent to
Jurisdiction and Service.  


          This
Indenture, the Securities and any Coupons shall be governed by and construed in
accordance with the laws of the State of New York applicable to agreements made
or instruments entered into and, in each case, performed in said State, without
regard to conflicts of laws or principles thereof.


          EACH
OF THE COMPANY AND THE TRUSTEE HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT
PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL
PROCEEDING ARISING OUT OF OR RELATING TO THIS INDENTURE, THE SECURITIES, THE
COUPONS OR THE TRANSACTION CONTEMPLATED HEREBY.


          To
the fullest extent permitted by applicable law, the Company hereby irrevocably
submits to the jurisdiction of any federal or state court located in the
Borough of Manhattan in The City of New York, New York in any suit, action or
proceeding based on or arising out of or relating to this Indenture or any
Securities and irrevocably agrees that all claims in respect of such suit or
proceeding may be determined in any such court. The Company irrevocably waives,
to the fullest extent permitted by law, any objection which it may have to the
laying of the venue of any such suit, action or proceeding brought in an
inconvenient forum. The Company agrees that final judgment in any such suit,
action or proceeding brought in such a court shall be conclusive and binding
upon the Company, and may be enforced in any courts to the jurisdiction of
which the Company is subject by a suit upon such judgment, provided, that
service of process is effected upon the Company in the manner specified herein
or as otherwise permitted by law. The Company hereby irrevocably designates and
appoints R. Nicholas Singh, General Counsel,
Annaly Capital Management, Inc., 1211 Avenue of the Americas, Suite
2902, New York, NY 10036 (the “Process Agent”) as its authorized agent for
purposes of this section, it being understood that the designation and
appointment of the Process Agent as such authorized agent shall become
effective immediately without any further action on the part of the Company.
The Company further agrees that service of process upon the Process Agent and
written notice of said service to the Company, mailed by prepaid registered
first class mail or delivered to the Process Agent at its principal office,
shall be deemed in every respect effective service of process upon the Company,
in any such suit or proceeding. The Company further agrees to take any and all
action, including the execution and filing of any and all such documents and
instruments as may be necessary, to continue such designation and appointment
of the Process Agent in full force and effect so long as the Company, has any
outstanding obligations under this Indenture. To the extent the Company has or
hereafter may acquire any immunity from jurisdiction of any court or from any
legal process (whether through service of notice, attachment prior to judgment,
attachment in aid of execution, executor or otherwise) with respect to itself
or its property, the 


15





Company hereby
irrevocably waives such immunity in respect of its obligations under this
Indenture to the extent permitted by law.


          Section
114. Legal Holidays.  


          Unless
otherwise specified in or pursuant to this Indenture or any Securities, in any
case where any Interest Payment Date, Stated Maturity or Maturity of, or any
other day on which a payment is due with respect to, any Security shall be a
day which is not a Business Day at any Place of Payment, then (notwithstanding
any other provision of this Indenture, any Security or any Coupon other than a
provision in any Security or Coupon or in the Board Resolution, Officers’
Certificate or supplemental indenture establishing the terms of any Security
that specifically states that such provision shall apply in lieu hereof)
payment need not be made at such Place of Payment on such date, but such
payment may be made on the next succeeding day that is a Business Day at such
Place of Payment with the same force and effect as if made on the Interest
Payment Date, at the Stated Maturity or Maturity or on any such other payment
date, as the case may be, and no interest shall accrue on the amount payable on
such date or at such time for the period from and after such Interest Payment
Date, Stated Maturity, Maturity or other payment date, as the case may be, to
the next succeeding Business Day.


          Section
115. Counterparts.  


          This
Indenture may be executed in several counterparts, each of which shall be an
original and all of which shall constitute but one and the same instrument. The
exchange of copies of this Indenture and of signature pages by facsimile or PDF
transmission shall constitute effective execution and delivery of this
Indenture as to the parties hereto and may be used in lieu of the original
Indenture for all purposes. Signatures of the parties hereto transmitted by
facsimile or PDF shall be deemed to be their original signatures for all
purposes.


          Section
116. Judgment Currency.  


          The
Company agrees, to the fullest extent that it may effectively do so under
applicable law, that (a) if for the purpose of obtaining judgment against
it in any court, it is necessary to convert the sum due in respect of the
principal of, or premium or interest, if any, or Additional Amounts on the
Securities of any series (the “Required Currency”) into a currency in which a
judgment will be rendered (the “Judgment Currency”), the rate of exchange used
shall be the rate at which in accordance with normal banking procedures the Trustee
could purchase in The City of New York the Required Currency with the Judgment
Currency on the New York Banking Day preceding that on which a final
unappealable judgment is given and (b) its obligations under this
Indenture to make payments in the Required Currency (i) shall not be
discharged or satisfied by any tender, or any recovery pursuant to any judgment
(whether or not entered in accordance with clause (a)), in any currency other
than the Required Currency, except to the extent that such tender or recovery
shall result in the actual receipt, by the payee, of the full amount of the
Required Currency expressed to be payable in respect of such payments,
(ii) shall be enforceable as an alternative or additional cause of action
for the purpose of recovering in the Required Currency the amount, if any, by
which such actual receipt shall fall short of the full amount of the Required
Currency so expressed to be payable and (iii) shall not be affected by
judgment being obtained for any other sum due under this Indenture. For
purposes of the foregoing, “New 


16





York Banking
Day” means any day except a Saturday, Sunday or a legal holiday in The City of
New York or a day on which banking institutions in The City of New York are
authorized or obligated by law, regulation or executive order to be closed. The
provisions of this Section 116 shall not be applicable with respect to any
payment due on a Security which is payable in Dollars.


          Section
117. Extension of Payment Dates.  


          In
the event that (i) the terms of any Security or Coupon appertaining
thereto established in or pursuant to this Indenture permit the Company or any
Holder thereof to extend the date on which any payment of principal of, or
premium, if any, or interest, if any, on, or Additional Amounts, if any, with
respect to such Security or Coupon is due and payable and (ii) the due
date for any such payment shall have been so extended, then all references
herein to the Stated Maturity of such payment (and all references of like import)
shall be deemed to refer to the date as so extended.


          Section
118. Immunity of Shareholders, Directors, Officers and
Agents of the Company.  


          No
recourse under or upon any obligation, covenant or agreement contained in this
Indenture or in any Security, or because of any indebtedness evidenced thereby,
or for any claim based thereon or otherwise in respect thereof, shall be had
against any past, present or future shareholder, incorporator, employee,
officer or director, as such, of the Company or any predecessor or successor to
the Company, either directly or through the Company or any such predecessor or
successor, under any rule of law, statute or constitutional provision or
by the enforcement of any assessment or by any legal or equitable proceeding or
otherwise, all such liability being expressly waived and released by the
acceptance of the Securities by the Holders and as part of the consideration
for the issue of the Securities; it being expressly understood that, without
limitation to the foregoing, this Indenture and the Securities and the
obligations created hereunder and thereunder are solely corporate, limited
liability company, partnership, limited partnership or similar obligations, as
the case may be, of the Company and that no such personal liability whatever
shall attach to, or is or shall be incurred by, any past, present or future
shareholder, incorporator, employee, officer or director, as such, of the
Company or any of its predecessors or successors, or any of them, because of
the creation of the indebtedness hereby authorized, or under or by reason of
the obligations, covenants or agreements contained in this Indenture or in any
Security or implied herefrom or therefrom and that any and all such personal
liability of every type and nature, either at common law or in equity or by
constitution or statute, of, and any and all such rights and claims against,
every such past, present or future shareholder, incorporator, employee, officer
or director, as such, because of the creation of the indebtedness hereby
authorized, or under or by reason of the obligations, covenants or agreements
contained in this Indenture or in any Security or implied herefrom or
therefrom, are hereby expressly waived and released as a condition of, and as a
consideration for, the execution of this Indenture and the issuance of the
Securities. As used in this Section 118, all references to “shareholders” shall
be deemed to mean, with respect to any Person, any past, present or future
holder or owner of an equity interest in such Person, including, without
limitation, owners or holders of capital stock, limited or general partnership
interests and limited liability company interests.




17






          Section
119. Force Majeure.  


          In
no event shall the Trustee be responsible or liable for any failure or delay in
the performance of its obligations hereunder arising out of or caused by,
directly or indirectly, forces beyond its control, including, without
limitation, strikes, work stoppages, accidents, acts of war or terrorism, civil
or military disturbances, nuclear or natural catastrophes or acts of God, and
interruptions, loss or malfunctions of utilities, communications or computer
(software and hardware) services; it being understood that the Trustee shall
use reasonable efforts which are consistent with accepted practices in the
banking industry to resume performance as soon as practicable under the
circumstances.


          Section
120. U.S.A. Patriot Act.  


          The
parties hereto acknowledge that in accordance with Section 326 of the U.S.A.
Patriot Act, the Trustee, like all financial institutions and in order to help
fight the funding of terrorism and money laundering, is required to obtain,
verify, and record information that identifies each person or legal entity that
establishes a relationship or opens an account with the Trustee. The parties to
this Indenture agree that they will provide the Trustee with such information
as it may request in order for the Trustee to satisfy the requirements of the
U.S.A. Patriot Act.


ARTICLE TWO


SECURITIES FORMS


          Section
201. Forms Generally.  


          Each
Registered Security, Bearer Security, Coupon and temporary or permanent global
Security issued pursuant to this Indenture shall be in the form established by
or pursuant to a Board Resolution and set forth in an Officers’ Certificate, or
established in one or more indentures supplemental hereto, shall have such
appropriate insertions, omissions, substitutions and other variations as are
required or permitted by or pursuant to this Indenture or any indenture
supplemental hereto and may have such letters, numbers or other marks of
identification and such legends or endorsements placed thereon as may,
consistently herewith, be determined by any officer of the Company executing
such Security or Coupon as evidenced by the execution of such Security or
Coupon.


          Unless
otherwise provided in or pursuant to this Indenture or any Securities, the
Securities shall be issuable in registered form without Coupons.


          Definitive
Securities and definitive Coupons shall be printed, lithographed or engraved or
produced by any combination of these methods on a steel engraved border or
steel engraved borders or may be produced in any other manner, all as
determined by the officers of the Company executing such Securities or Coupons,
as evidenced by their execution of such Securities or Coupons.


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


          Subject
to Section 611, the Trustee’s certificate of authentication shall be in
substantially the following form:


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


	
  

 	
  

 	
  

 
	
  

 	
 WELLS FARGO
 BANK, NATIONAL ASSOCIATION, as Trustee

 
	
  

 	
  

 	
  

 
	
  

 	
 By: 

 	
  

 
	
  

 	
  

 	

 


 
	
  

 	
  

 	
 Authorized
 Signatory

 



          Section
203. Securities in Global Form.  


          Unless
otherwise provided in or pursuant to this Indenture or any Securities, the
Securities shall not be issuable in global form. If Securities of a series
shall be issuable in temporary or permanent global form, any such Security may
provide that it or any number of such Securities shall represent the aggregate
amount of all Outstanding Securities of such series (or such lesser amount as
is permitted by the terms thereof) from time to time endorsed thereon or
reflected on the books and records of the Trustee and may also provide that the
aggregate amount of Outstanding Securities represented thereby may from time to
time be increased or reduced to reflect exchanges. Any endorsement of any
Security in global form to reflect the amount, or any increase or decrease in
the amount, or changes in the rights of Holders, of Outstanding Securities
represented thereby shall be made in such manner and by such Person or Persons
as shall be specified therein or pursuant to Section 301 with respect to such
Security or in the Company Order to be delivered pursuant to Section 303 or
Section 304 with respect thereto. Subject to the provisions of Section 303 and,
if applicable, Section 304, the Trustee shall deliver and redeliver any
Security in global form in the manner and upon instructions given by the Person
or Persons specified therein or pursuant to Section 301 with respect to such
Security or in the applicable Company Order. If a Company Order pursuant to
Section 303 or Section 304 has been, or simultaneously is, delivered, any
instructions by the Company with respect to a Security in global form shall be
in writing but need not be accompanied by or contained in an Officers’
Certificate and need not be accompanied by an Opinion of Counsel.
Notwithstanding the foregoing provisions of this paragraph, in the event a
global Security is exchangeable for definitive Securities as provided in
Section 305, then, unless otherwise provided in or pursuant to this Indenture
with respect to the Securities of such series, the Trustee shall deliver and
redeliver such global Security to the extent necessary to effect such
exchanges, shall endorse such global Security to reflect any decrease in the
principal amount thereto resulting from such exchanges and shall take such
other actions, all as contemplated by Section 305.


          Notwithstanding
the provisions of Section 307, unless otherwise specified in or pursuant to
this Indenture or any Securities, payment of principal of, any premium and
interest on, and any Additional Amounts in respect of, any Security in
temporary or permanent global form shall be made to the Person or Persons
specified therein.


          Notwithstanding
the provisions of Section 308 and except as provided in the preceding
paragraph, the Company, the Trustee and any agent of the Company and the
Trustee shall treat as the Holder of such principal amount of Outstanding
Securities represented by a global Security


19





(i) in
the case of a global Security in registered form, the Holder of such global
Security in registered form, or (ii) in the case of a global Security in
bearer form, the Person or Persons specified pursuant to Section 301.


ARTICLE THREE


THE SECURITIES


          Section
301. Amount Unlimited; Issuable in Series.  


          The
aggregate principal amount of Securities which may be authenticated and
delivered under this Indenture is unlimited. The Securities may be issued in
one or more series.


          With
respect to any Securities to be authenticated and delivered hereunder, there
shall be established in or pursuant to one or more Board Resolutions and set
forth in an Officers’ Certificate, or established in one or more indentures supplemental
hereto, prior to the issuance of any Securities of a series,


          (1)
the title of the Securities of such series;


          (2)
any limit upon the aggregate principal amount of the Securities of such series
which may be authenticated and delivered under this Indenture (except for
Securities authenticated and delivered upon registration of transfer of, or in
exchange for, or in lieu of, other Securities of such series pursuant to
Section 304, Section 305, Section 306, Section 905 or Section 1107, upon repayment
in part of any Security of such series pursuant to Article Thirteen or upon
surrender in part of any Security for conversion or exchange into Common Shares
or other securities or property pursuant to its terms), and if such series may
not be reopened from time to time for the issuance of additional Securities of
such series;


          (3)
if such Securities are to be issuable as Registered Securities, as Bearer
Securities or alternatively as Bearer Securities and Registered Securities, and
whether the Bearer Securities are to be issuable with Coupons, without Coupons
or both, and any restrictions applicable to the offer, sale or delivery of the
Bearer Securities and the terms, if any, upon which Bearer Securities may be
exchanged for Registered Securities and vice versa;


          (4)
if any of such Securities are to be issuable in global form, when any of such
Securities are to be issuable in global form and (i) whether such
Securities are to be issued in temporary or permanent global form or both,
(ii) whether beneficial owners of interests in any such global Security
may exchange such interests for Securities of the same series and of like tenor
and of any authorized form and denomination, and the circumstances under which
any such exchanges may occur, if other than in the manner specified in Section
305, (iii) the name of the Depository with respect to any such global
Security and (iv) if applicable and in addition to the Persons specified
in Section 305, the Person or Persons who shall be entitled to make any
endorsements on any such global Security and to give the instructions and take
the other actions with respect to such global Security contemplated by the
first paragraph of Section 203;


20





          (5)
if any of such Securities are to be issuable as Bearer Securities, the date as
of which any such Bearer Security shall be dated (if other than the date of
original issuance of the first of such Securities to be issued);


          (6)
if any of such Securities are to be issuable as Bearer Securities, whether
interest in respect of any portion of a temporary Bearer Security in global
form payable in respect of an Interest Payment Date therefor prior to the
exchange, if any, of such temporary Bearer Security for definitive Securities
shall be paid to any clearing organization with respect to the portion of such
temporary Bearer Security held for its account and, in such event, the terms
and conditions (including any certification requirements) upon which any such
interest payment received by a clearing organization will be credited to the
Persons entitled to interest payable on such Interest Payment Date;


          (7)
the date or dates, or the method or methods, if any, by which such date or
dates shall be determined, on which the principal and premium, if any, of such
Securities is payable;


          (8)
the rate or rates at which such Securities shall bear interest, if any, or the
method or methods, if any, by which such rate or rates are to be determined,
the date or dates, if any, from which such interest shall begin to accrue or
the method or methods, if any, by which such date or dates are to be
determined, the Interest Payment Dates, if any, on which such interest shall be
payable and the Regular Record Date, if any, for the interest payable on Registered
Securities on any Interest Payment Date, the notice, if any, to Holders
regarding the determination of interest on a floating rate Security and the
manner of giving such notice, and the basis upon which interest shall be
calculated if other than that of a 360-day year of twelve 30-day months;


          (9)
if in addition to or other than the place where the Corporate Trust Office of
the Trustee may from time to time be located, the place or places where the
principal of, premium, if any, and interest, if any, on, and Additional
Amounts, if any, with respect to, such Securities shall be payable, any of such
Securities that are Registered Securities may be surrendered for registration
of transfer or exchange, any of such Securities may be surrendered for
conversion or exchange and notices or demands to or upon the Company in respect
of such Securities and this Indenture may be served;


          (10)
whether any of such Securities are to be redeemable at the option of the
Company and, if so, the date or dates on which, the period or periods within
which, the price or prices at which and the other terms and conditions upon
which such Securities may be redeemed, in whole or in part, at the option of
the Company;


          (11)
if the Company is obligated to redeem or purchase any of such Securities
pursuant to any sinking fund or analogous provision or at the option of any
Holder thereof and, if so, the date or dates on which, the period or periods
within which, the price or prices at which and the other terms and conditions
upon which such Securities shall be redeemed or purchased, in whole or in part,
pursuant to such obligation, and any provisions for the remarketing of such
Securities so redeemed or purchased;


21





          (12)
the denominations in which any of such Securities that are Registered
Securities shall be issuable if other than denominations of $1,000 and any
integral multiples thereof, and the denominations in which any of such
Securities that are Bearer Securities shall be issuable if other than the
denomination of $5,000;


          (13)
whether the Securities of the series will be convertible into and/or
exchangeable for Common Shares or other securities or property, and if so, the
terms and conditions upon which such Securities will be so convertible or
exchangeable, and any deletions from or modifications or additions to this
Indenture to permit or to facilitate the issuance of such convertible or
exchangeable Securities or the administration thereof;


          (14)
if other than the principal amount thereof, the portion of the principal amount
of any of such Securities that shall be payable upon declaration of
acceleration of the Maturity thereof pursuant to Section 502 or the method by
which such portion is to be determined;


          (15)
if other than Dollars, the Foreign Currency in which payment of the principal
of, any premium or interest on or any Additional Amounts with respect to any of
such Securities shall be payable;


          (16)
if the principal of, any premium or interest on or any Additional Amounts with
respect to any of such Securities are to be payable, at the election of the
Company or a Holder thereof or otherwise, in Dollars or in a Foreign Currency
other than that in which such Securities are stated to be payable, the date or
dates on which, the period or periods within which, and the other terms and
conditions upon which, such election may be made, and the time and manner of
determining the exchange rate between the Currency in which such Securities are
stated to be payable and the Currency in which such Securities or any of them
are to be paid pursuant to such election, and any deletions from or
modifications of or additions to the terms of this Indenture to provide for or
to facilitate the issuance of Securities denominated or payable, at the
election of the Company or a Holder thereof or otherwise, in a Foreign
Currency;


          (17)
if the amount of payments of principal of, any premium or interest on or any
Additional Amounts with respect to such Securities may be determined with
reference to an index, formula or other method or methods (which index, formula
or method or methods may be based, without limitation, on one or more
Currencies, commodities, equity indices or other indices), and, if so, the
terms and conditions upon which and the method by which such amounts shall be
determined and paid or payable;


          (18)
any deletions from, modifications of or additions to the Events of Default or
covenants of the Company with respect to such Securities (whether or not such
Events of Default or covenants are consistent with the Events of Default or
covenants set forth herein), and, if any additional covenants not contained in
this Indenture as of its date shall be applicable with respect to such
Securities, whether Section 1006 shall be applicable with respect to any such
additional covenants;


          (19)
if any one or more of Section 401 relating to satisfaction and discharge,
Section 402(2) relating to defeasance or Section 402(3) relating to
covenant defeasance shall not be applicable to the Securities of such series,
and any covenants in addition to or other than those


22





covenants, if
any, specified in Section 402(3) relating to the Securities of such series
which shall be subject to covenant defeasance, and, if the Securities of such
series are subject to repurchase or repayment at the option of the Holders
thereof pursuant to Article Thirteen, if the Company’s obligation to repurchase
or repay such Securities will not be subject to satisfaction and discharge
pursuant to Section 401 or to defeasance pursuant to Section 402, and, if the
Holders of such Securities have the right to convert or exchange such
Securities into Common Shares or other securities or property, if the right to
effect such conversion or exchange will be subject to satisfaction and
discharge pursuant to Section 401 or to defeasance or covenant defeasance
pursuant to Section 402, and any deletions from, or modifications or additions
to, the provisions of Article Four in respect of the Securities of such series;


          (20)
if any of such Securities are to be issuable upon the exercise of warrants, and
the time, manner and place for such Securities to be authenticated and
delivered;


          (21)
if any of such Securities are issuable in global form and are to be issuable in
definitive form (whether upon original issue or upon exchange of a temporary
Security) only upon receipt of certain certificates or other documents or
satisfaction of other conditions, then the form and terms of such certificates,
documents or conditions;


          (22)
whether and under what circumstances the Company will pay Additional Amounts on
such Securities to any Holder who is a United States Alien in respect of
specified taxes, assessments or other government charges and, if so, whether
the Company will have the option to redeem such Securities rather than pay such
Additional Amounts;


          (23)
if there is more than one Trustee, the identity of the Trustee and, if not the
Trustee, the identity of each Security Registrar, Paying Agent or
Authenticating Agent with respect to such Securities;


          (24)
the Person to whom any interest on any Registered Security of such series shall
be payable, if other than the Person in whose name the Registered Security (or
one or more Predecessor Securities) is registered at the close of business on
the Regular Record Date for such interest, the manner in which, or the Person
to whom, any interest on any Bearer Security of such series shall be payable,
if other 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 global Security will be paid if
other than in the manner provided in this Indenture;


          (25)
whether the Securities of such series are to be secured by any property, assets
or other collateral and, if so, the applicable collateral, any deletions from,
or modifications or additions to, the provisions of Article Sixteen hereof or any
other provisions of this Indenture in connection therewith or in connection
with any other instrument or agreement entered into in connection therewith;
and


          (26)
any other terms of such Securities (whether or not such other terms are
consistent or inconsistent with any other terms of this Indenture) and any
deletions from or modifications or additions to this Indenture in respect of
such Securities.


23





          All
Securities of any one series and all Coupons, if any, appertaining to Bearer Securities
of such series shall be substantially identical except as to Currency of
payments due thereunder, denomination and the rate of interest, or method of
determining the rate of interest, if any, Maturity, and the date from which
interest, if any, shall accrue and except as may otherwise be provided by the
Company in or pursuant to the Board Resolution and set forth in the Officers’
Certificate or in any indenture or indentures supplemental hereto pertaining to
such series of Securities. The terms of the Securities of any series may
provide, without limitation, that the Securities shall be authenticated and
delivered by the Trustee on original issue from time to time upon written or
(if acceptable to the Trustee) oral order of persons designated in the Board
Resolution, Officers’ Certificate or supplemental indenture, as the case may
be, pertaining to such series of Securities (telephonic instructions to be
promptly confirmed in writing by such person) and that such persons are
authorized to determine, consistent with such Board Resolution, Officers’
Certificate or supplemental indenture, such terms and conditions of the
Securities of such series as are specified in such Board Resolution, Officers’
Certificate or supplemental indenture. All Securities of any one series need
not be issued at the same time and, unless otherwise provided by the Company as
contemplated by this Section 301, a series may be reopened from time to time
without the consent of any Holders for issuances of additional Securities of such
series.


          If
any of the terms of the Securities of any series shall be established by action
taken by or pursuant to one or more Board Resolutions, such Board Resolutions
shall be delivered to the Trustee at or prior to the delivery of the Officers’
Certificate setting forth the terms of such series.


          Section 302. Currency;
Denominations.  


          Unless
otherwise provided in or pursuant to this Indenture, the principal of, any
premium and interest on and any Additional Amounts with respect to the
Securities shall be payable in Dollars. Unless otherwise provided in or
pursuant to this Indenture, Registered Securities denominated in Dollars shall
be issuable in registered form without Coupons in denominations of $1,000 and
any integral multiples thereof, and the Bearer Securities denominated in
Dollars shall be issuable in the denomination of $5,000. Securities not
denominated in Dollars shall be issuable in such denominations as are
established with respect to such Securities in or pursuant to this Indenture.


          Section 303. Execution,
Authentication, Delivery and Dating.


          Securities
shall be executed on behalf of the Company by its Chairman, its Chief Executive
Officer, its President or one of its Vice Presidents and by its Treasurer, one
of its Assistant Treasurers, its Secretary or one of its Assistant Secretaries
and may (but need not) have its corporate or other seal or a facsimile thereof
reproduced thereon. Coupons shall be executed on behalf of the Company by its
Chairman, its Chief Executive Officer, its President or any of its Vice
Presidents. The signature of any of these officers on the Securities or any
Coupons appertaining thereto may be manual or facsimile.


          Securities
and any Coupons appertaining thereto bearing the manual or facsimile signatures
of individuals who were at any time the proper officers of the Company shall,
to the


24





fullest extent
permitted by law, 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 or Coupons.


          At any time
and from time to time after the execution and delivery of this Indenture, the
Company may deliver Securities, together with any Coupons appertaining thereto,
executed by the Company, to the Trustee for authentication and, provided that
the Board Resolution and Officers’ Certificate or supplemental indenture or
indentures with respect to such Securities referred to in Section 301 and a
Company Order for the authentication and delivery of such Securities have been
delivered to the Trustee, the Trustee in accordance with the Company Order and
subject to the provisions hereof and of such Securities shall authenticate and
deliver such Securities. In authenticating such Securities, and accepting the
additional responsibilities under this Indenture in relation to such Securities
and any Coupons appertaining thereto, the Trustee shall receive, and (subject
to the applicable provisions of Sections 315(a) through 315(d) of the
Trust Indenture Act) shall be fully protected in conclusively relying upon, an
Opinion of Counsel to the following effect, which Opinion of Counsel may
contain such assumptions, qualifications and limitations as such counsel shall
deem appropriate:


	
  

 	
  

 
	
  

 	
           (a)
 the form or forms and terms of such Securities and Coupons, if any, have been
 established in conformity with Section 201 and Section 301 of this Indenture;
 and

 
	
  

 	
  

 
	
  

 	
           (b)
 all conditions precedent set forth in Section 201, Section 301 and Section
 303 of this Indenture to the authentication and delivery of such Securities
 and Coupons, if any, appertaining thereto have been complied with and that
 such Securities, and Coupons, when completed by appropriate insertions (if
 applicable), executed by duly authorized officers of the Company, delivered
 by duly authorized officers of the Company to the Trustee for authentication
 pursuant to this Indenture, and authenticated and delivered by the Trustee
 and issued by the Company in the manner and subject to any conditions
 specified in such Opinion of Counsel, will constitute valid and binding
 obligations of the Company, enforceable against the Company in accordance
 with their terms, except as enforcement thereof may be subject to or limited
 by bankruptcy, insolvency, reorganization, moratorium, arrangement,
 fraudulent conveyance, fraudulent transfer or other similar laws relating to
 or affecting creditors’ rights generally, and subject to general principles
 of equity (regardless of whether enforcement is sought in a proceeding in
 equity or at law).

 



          If
all the Securities of any series are not to be issued at one time, it shall not
be necessary to deliver an Opinion of Counsel at the time of issuance of each
Security, but such opinion, with such modifications as counsel shall deem
appropriate, shall be delivered at or before the time of issuance of the first
Security of such series. After any such first delivery, any separate request by
the Company that the Trustee authenticate Securities of such series for
original issue will be deemed to be a certification by the Company that all
conditions precedent provided for in this Indenture relating to authentication
and delivery of such Securities continue to have been complied with.


          The
Trustee shall not be required to authenticate or to cause an Authenticating
Agent to authenticate any Securities if the issue of such Securities pursuant
to this Indenture will affect the


25





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 or if
the Trustee, being advised by counsel, determines that such action may not
lawfully be taken.


          Each
Registered Security shall be dated the date of its authentication. Each Bearer
Security and any Bearer Security in global form shall be dated as of the date
specified in or pursuant to this Indenture.


          No
Security or Coupon appertaining thereto 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 in Section 202 or Section 611 executed by or on behalf of the
Trustee or by the Authenticating Agent by the manual signature of one of its
authorized signatories. Such certificate upon any Security shall be conclusive
evidence, and the only evidence, that such Security has been duly authenticated
and delivered hereunder. Except as permitted by Section 306 or Section 307 or
as may otherwise be provided in or pursuant to this Indenture, the Trustee
shall not authenticate and deliver any Bearer Security unless all Coupons
appertaining thereto then matured have been detached and cancelled.


          Section 304. Temporary
Securities.


          Pending
the preparation of definitive Securities, the Company may execute and deliver
to the Trustee and, upon Company Order, the Trustee shall authenticate and deliver,
in the manner provided in Section 303, temporary Securities in lieu thereof
which are printed, lithographed, typewritten, mimeographed or otherwise
produced, in any authorized denomination, substantially of the tenor of the
definitive Securities in lieu of which they are issued, in registered form or,
if authorized in or pursuant to this Indenture, in bearer form with one or more
Coupons or without Coupons and with such appropriate insertions, omissions,
substitutions and other variations as the officers of the Company executing
such Securities may determine, as conclusively evidenced by their execution of
such Securities. Such temporary Securities may be in global form.


          Except
in the case of temporary Securities in global form, which shall be exchanged in
accordance with the provisions set forth in this Indenture or the provisions
established pursuant to Section 301, if temporary Securities are issued, the
Company shall cause definitive Securities to be prepared without unreasonable
delay. Except as otherwise provided in or pursuant to this Indenture, after the
preparation of definitive Securities of the same series and containing terms
and provisions that are identical to those of any temporary Securities, such
temporary Securities shall be exchangeable for such definitive Securities upon
surrender of such temporary Securities at an Office or Agency for such
Securities, without charge to any Holder thereof. Except as otherwise provided
in or pursuant to this Indenture, upon surrender for cancellation of any one or
more temporary Securities (accompanied by any unmatured Coupons appertaining
thereto), the Company shall execute and the Trustee shall authenticate and
deliver in exchange therefor a like principal amount of definitive Securities of
authorized denominations of the same series and containing identical terms and
provisions; provided, however,
that no definitive Bearer Security, except as provided in or pursuant to this
Indenture, shall be delivered in exchange for a temporary Registered Security;
and provided, further, that a
definitive Bearer Security shall be delivered in exchange for a temporary
Bearer Security only in compliance with the conditions set forth in or pursuant
to this Indenture. Unless otherwise provided in or pursuant to this Indenture


26





with respect
to a temporary global Security, until so exchanged the temporary Securities of
any series shall in all respects be entitled to the same benefits under this
Indenture as definitive Securities of such series.


          Section 305. Registration,
Transfer and Exchange.


          With
respect to the Registered Securities of each series, if any, the Company shall
cause to be kept a register (each such register being herein sometimes referred
to as the “Security Register”) at an Office or Agency for such series in which,
subject to such reasonable regulations as it may prescribe, the Company shall
provide for the registration of the Registered Securities of such series and of
transfers of the Registered Securities of such series. Such Office or Agency
shall be the “Security Registrar” for that series of Securities. Unless
otherwise specified in or pursuant to this Indenture or the Securities, the
initial Security Registrar for each series of Securities shall be as specified
in the last paragraph of Section 1002. The Company shall have the right to
remove and replace from time to time the Security Registrar for any series of
Securities; provided that no such removal or replacement shall be effective
until a successor Security Registrar with respect to such series of Securities
shall have been appointed by the Company and shall have accepted such
appointment. In the event that the Trustee shall not be or shall cease to be
Security Registrar with respect to a series of Securities, it shall have the
right to examine the Security Register for such series at all reasonable times.
There shall be only one Security Register for each series of Securities.


          Except
as otherwise provided in or pursuant to this Indenture, upon surrender for
registration of transfer of any Registered Security of any series at any Office
or Agency for such 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
denominated as authorized in or pursuant to this Indenture, of a like aggregate
principal amount bearing a number not contemporaneously outstanding and
containing identical terms and provisions.


          Except
as otherwise provided in or pursuant to this Indenture, at the option of the
Holder, Registered Securities of any series may be exchanged for other
Registered Securities of the same series containing identical terms and
provisions, in any authorized denominations, and of a like aggregate principal
amount, upon surrender of the Securities to be exchanged at any Office or
Agency for such series. Whenever any Registered Securities are so surrendered
for exchange, the Company shall execute, and the Trustee shall authenticate and
deliver, the Registered Securities which the Holder making the exchange is
entitled to receive.


          If
provided in or pursuant to this Indenture, with respect to Securities of any
series, at the option of the Holder, Bearer Securities of such series may be
exchanged for Registered Securities of such series containing identical terms,
denominated as authorized in or pursuant to this Indenture and in the same
aggregate principal amount, upon surrender of the Bearer Securities to be exchanged
at any Office or Agency for such series, with all unmatured Coupons and all
matured Coupons in default thereto appertaining. If the Holder of a Bearer
Security is unable to produce any such unmatured Coupon or Coupons or matured
Coupon or Coupons in default, such exchange may be effected if the Bearer
Securities are accompanied by payment in funds acceptable to the Company and
the Trustee in an amount equal to the face amount of such 


27





missing Coupon
or Coupons, or the surrender of such missing Coupon or Coupons may be waived by
the Company and the Trustee if there is furnished to them such security or
indemnity as they may require to save each of them and any Paying Agent
harmless from and against any and all loss, liability or expense. If thereafter
the Holder of such Bearer Security shall surrender to any Paying Agent any such
missing Coupon in respect of which such a payment shall have been made, such
Holder shall be entitled to receive the amount of such payment; provided, however, that, except as
otherwise provided in Section 1002, interest represented by Coupons shall be
payable only upon presentation and surrender of those Coupons at an Office or
Agency for such series located outside the United States. Notwithstanding the
foregoing, in case a Bearer Security of any series is surrendered at any such
Office or Agency for such series in exchange for a Registered Security of such
series and like tenor after the close of business at such Office or Agency on
(i) any Regular Record Date and before the opening of business at such
Office or Agency on the relevant Interest Payment Date, or (ii) any
Special Record Date and before the opening of business at such Office or Agency
on the related date for payment of Defaulted Interest, such Bearer Security shall
be surrendered without the Coupon relating to such Interest Payment Date or
proposed date of payment, as the case may be (or, if such Coupon is so
surrendered with such Bearer Security, such Coupon shall be returned to the
Person so surrendering the Bearer Security), and interest or Defaulted
Interest, as the case may be, shall not be payable on such Interest Payment
Date or proposed date for payment, as the case may be, in respect of the
Registered Security issued in exchange for such Bearer Security, but shall be
payable only to the Holder of such Coupon when due in accordance with the
provisions of this Indenture.


          If
provided in or pursuant to this Indenture with respect to Securities of any
series, at the option of the Holder, Registered Securities of such series may
be exchanged for Bearer Securities upon such terms and conditions as may be
provided in or pursuant to this Indenture with respect to such series.


          Whenever
any Securities are surrendered for exchange as contemplated by the immediately
preceding two paragraphs, the Company shall execute, and the Trustee shall
authenticate and deliver, the Securities which the Holder making the exchange
is entitled to receive.


          Notwithstanding
the foregoing, except as otherwise provided in or pursuant to this Indenture,
the global Securities of any series shall be exchangeable for definitive
certificated Securities of such series only if (i) the Depository for such
global Securities notifies the Company that it is unwilling or unable to
continue as a Depository for such global Securities or at any time the
Depository for such global Securities ceases to be a clearing agency registered
as such under the Exchange Act, if so required by applicable law or regulation,
and no successor Depository for such Securities shall have been appointed
within 90 days of such notification or of the Company becoming aware of
the Depository’s ceasing to be so registered, as the case may be, (ii) the
Company, in its sole discretion, determines that the Securities of such series
shall no longer be represented by one or more global Securities and executes
and delivers to the Trustee a Company Order to the effect that such global
Securities shall be so exchangeable, or (iii) an Event of Default has
occurred and is continuing with respect to such Securities.


28





          If
the beneficial owners of interests in a global Security are entitled to
exchange such interests for definitive Securities as the result of an event
described in clause (i), (ii) or (iii) of the preceding
paragraph, 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 in such form and denominations as
are required by or pursuant to this Indenture, and of the same series,
containing identical terms and in aggregate principal amount equal to the
principal amount of such global Security, executed by the Company. On or after
the earliest date on which such interests may be so exchanged, such global
Security shall be surrendered from time to time by the Depository (or its
custodian) as shall be specified in the Company Order with respect thereto
(which the Company agrees to deliver), and in accordance with instructions
given to the Trustee and the Depository (which instructions shall be in writing
but need not be contained in or accompanied by an Officers’ Certificate or be
accompanied by an Opinion of Counsel), 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 as
described above without charge. The Trustee shall authenticate and make
available for delivery, in exchange for each portion of such surrendered 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 global Security to be exchanged, which (unless such Securities are not
issuable both as Bearer Securities and as Registered Securities, in which case
the definitive Securities exchanged for the global Security shall be issuable
only in the form in which the Securities are issuable, as provided in or
pursuant to this Indenture) shall be in the form of Bearer Securities or
Registered Securities, or any combination thereof, and which shall be in such
denominations and, in the case of Registered Securities, registered in such
names, as shall be specified by the Depository, but subject to the satisfaction
of any certification or other requirements to the issuance of Bearer
Securities; provided, however, that no such exchanges may occur during a period
beginning at the opening of business 15 days before any selection of Securities
of the same series to be redeemed and ending on the relevant Redemption Date;
and provided, further, that
(unless otherwise provided in or pursuant to this Indenture) no Bearer Security
delivered in exchange for a portion of a global Security shall be mailed or
otherwise delivered to any location in the United States. Promptly following
any such exchange in part, such global Security shall be returned by the
Trustee to such Depository (or its custodian) or such other Depository (or its
custodian) referred to above in accordance with the instructions of the Company
referred to above, and the Trustee shall endorse such global Security to
reflect the decrease in the principal amount thereof resulting from such
exchange. If a Registered Security is issued in exchange for any portion of a
global Security after the close of business at the Office or Agency for such
Security where such exchange occurs on or after (i) any Regular Record
Date for such Security and before the opening of business at such Office or Agency
on the next Interest Payment Date, or (ii) any Special Record Date for
such Security and before the opening of business at such Office or Agency on
the related proposed date for payment of interest or Defaulted Interest, as the
case may be, interest shall not be payable on such Interest Payment Date or
proposed date for payment, as the case may be, in respect of such Registered
Security, but shall be payable on such Interest Payment Date or proposed date
for payment, as the case may be, only to the Person to whom interest in respect
of such portion of such global Security shall be payable in accordance with the
provisions of this Indenture.


          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
entitling the Holders thereof


29





to the same
benefits under this Indenture as the Securities surrendered upon such
registration of transfer or exchange.


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


          No
service charge shall be made for any registration of transfer or exchange of
Securities, or any redemption or repayment of Securities, or any conversion or
exchange of Securities for other types of securities or property, 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, Section 905 or Section 1107, upon repayment or repurchase in part of any
Registered Security pursuant to Article Thirteen, or upon surrender in part of
any Registered Security for conversion or exchange into Common Shares or other
securities or property pursuant to its terms, in each case not involving any
transfer.


          Except
as otherwise provided in or pursuant to this Indenture, the Company shall not be
required (i) to issue, register the transfer of or exchange any Securities
during a period beginning at the opening of business 15 days before the day of
the mailing of notice of redemption of Securities of like tenor and terms and
of the same series under Section 1103 and ending at the close of business on
the day of such mailing, or (ii) to register the transfer of or exchange
any Registered Security, or portion thereof, so selected for redemption, except
in the case of any Registered Security to be redeemed in part, the portion
thereof not to be redeemed, or (iii) to exchange any Bearer Security so
selected for redemption except, to the extent provided with respect to such
Bearer Security, that such Bearer Security may be exchanged for a Registered
Security of like tenor and terms and of the same series, provided that such
Registered Security shall be simultaneously surrendered for redemption with
written instruction for payment consistent with the provisions of this
Indenture or (iv) to issue, register the transfer of or exchange any
Security which, in accordance with its terms, has been surrendered for
repayment at the option of the Holder pursuant to Article Thirteen and not
withdrawn, except the portion, if any, of such Security not to be so repaid.


          The
Trustee shall have no obligation or duty to monitor, determine or inquire as to
compliance with any restrictions on transfer imposed under this Indenture or
under applicable law with respect to any transfer of any interest in any
Security (including any transfers between or among Depository participants or
beneficial owners of interests in any global Security) other than to require
delivery of such certificates and other documentation or evidence as are
expressly required by, and to do so if and when expressly required by the terms
of, this Indenture, and to examine the same to determine substantial compliance
as to form with the express requirements hereof.


          Neither
the Trustee nor any agent shall have any responsibility for any actions taken
or not taken by the Depository.


30






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


          If
any mutilated Security or a Security with a mutilated Coupon appertaining to it
is surrendered to the Trustee, subject to the provisions of this Section 306,
the Company shall execute and the Trustee shall authenticate and deliver in
exchange therefor a new Security of the same series containing identical terms
and of like principal amount and bearing a number not contemporaneously
outstanding, with Coupons appertaining thereto corresponding to the Coupons, if
any, appertaining to the surrendered Security. 


          If
there be delivered to the Company and to the Trustee (i) evidence to their
satisfaction of the destruction, loss or theft of any Security or Coupon, and
(ii) such security or indemnity as may be required by them to save each of them
and any agent of either of them harmless from and against any and all loss,
liability or expense, then, in the absence of notice to the Company or the
Trustee that such Security or Coupon has been acquired by a bona fide
purchaser, the Company shall execute and, upon the Company’s request the
Trustee shall authenticate and deliver, in exchange for or in lieu of any such
mutilated, destroyed, lost or stolen Security or in exchange for the Security
to which a destroyed, lost or stolen Coupon appertains with all appurtenant
Coupons not destroyed, lost or stolen, a new Security of the same series
containing identical terms and of like principal amount and bearing a number
not contemporaneously outstanding, with Coupons corresponding to the Coupons,
if any, appertaining to such destroyed, lost or stolen Security or to the
Security to which such destroyed, lost or stolen Coupon appertains. 


          Notwithstanding
the foregoing provisions of this Section 306, in case any mutilated, destroyed,
lost or stolen Security or Coupon 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 Coupon; provided, however, that payment of principal of,
any premium or interest on or any Additional Amounts with respect to any Bearer
Securities shall, except as otherwise provided in Section 1002, be payable only
at an Office or Agency for such Securities located outside the United States
and, unless otherwise provided in or pursuant to this Indenture, any interest
on Bearer Securities and any Additional Amounts with respect to such interest
shall be payable only upon presentation and surrender of the Coupons
appertaining thereto. 


          Upon
the issuance of any new Security under this Section, the Company may require
the payment of a sum sufficient to cover any tax or other governmental charge
that may be imposed in relation thereto and any other expenses (including the fees
and expenses of the Trustee) connected therewith. 


          Every
new Security, with any Coupons appertaining thereto issued pursuant to this
Section in lieu of any destroyed, lost or stolen Security, or in exchange for a
Security to which a destroyed, lost or stolen Coupon appertains shall
constitute a separate obligation of the Company, whether or not the destroyed,
lost or stolen Security and Coupons appertaining thereto or the destroyed, lost
or stolen Coupon shall be at any time enforceable by anyone, and shall be
entitled to all the benefits of this Indenture equally and proportionately with
any and all other Securities of such series and any Coupons, if any, duly
issued hereunder. 


          The
provisions of this Section, as amended or supplemented pursuant to this
Indenture with respect to particular Securities or generally, shall (to the
extent lawful) be exclusive and 


31





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
Coupons. 


	
  

 	
  

 	
  

 
	
  

 	
 Section 307.

 	
 Payment of Interest and Certain Additional Amounts; Rights to
 Interest and Certain Additional Amounts Preserved. 

 



          Unless
otherwise provided in or pursuant to this Indenture, any interest on and any
Additional Amounts with respect to any Registered Security which shall be
payable, and are punctually paid or duly provided for, on any Interest Payment
Date shall be paid to the Person in whose name such Security (or one or more Predecessor
Securities) is registered as of the close of business on the Regular Record
Date for such interest. Unless otherwise provided in or pursuant to this
Indenture, in case a Bearer Security is surrendered in exchange for a
Registered Security after the close of business at an Office or Agency for such
Security on any Regular Record Date therefor and before the opening of business
at such Office or Agency on the next succeeding Interest Payment Date therefor,
such Bearer Security shall be surrendered without the Coupon relating to such
Interest Payment Date and interest shall not be payable on such Interest
Payment Date in respect of the Registered Security issued in exchange for such
Bearer Security, but shall be payable only to the Holder of such Coupon when
due in accordance with the provisions of this Indenture. 


          Unless
otherwise provided in or pursuant to this Indenture, any interest on and any
Additional Amounts with respect to any Registered Security which shall be
payable, but shall not be punctually paid or duly provided for, on any Interest
Payment Date for such Registered Security (herein called “Defaulted Interest”)
shall forthwith cease to be payable to the Holder thereof 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 Person
in whose name such Registered Security (or a Predecessor Security thereof)
shall be 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 such Registered Security 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 on or prior to the date of the proposed
payment, such money when so deposited to be held in trust for the benefit of
the Person 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 the Holder of such Registered Security (or a
Predecessor Security thereof) at his address as it appears in the Security
Register not less than 10 days prior to such Special Record Date. The Trustee
may, in its discretion, in the name and at the expense of the Company cause a
similar 


32





notice to be
published at least once in an Authorized Newspaper of general circulation in
the Borough of Manhattan, The City of New York, but such publication shall not
be a condition precedent to the establishment of such Special Record Date.
Notice of the proposed payment of such Defaulted Interest and the Special
Record Date therefor having been mailed as aforesaid, such Defaulted Interest
shall be paid to the Person in whose name such Registered Security (or a
Predecessor Security thereof) shall be registered at the close of business on
such Special Record Date and shall no longer be payable pursuant to the
following clause (2). In case a Bearer Security is surrendered at the Office or
Agency for such Security in exchange for a Registered Security after the close
of business at such Office or Agency on any Special Record Date and before the
opening of business at such Office or Agency on the related proposed date for
payment of Defaulted Interest, such Bearer Security shall be surrendered
without the Coupon relating to such Defaulted Interest and Defaulted Interest
shall not be payable on such proposed date of payment in respect of the
Registered Security issued in exchange for such Bearer Security, but shall be
payable only to the Holder of such Coupon when due in accordance with the
provisions of this Indenture. 


          (2)
The Company may make payment of any Defaulted Interest in any other lawful
manner not inconsistent with the requirements of any securities exchange on
which such Security 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 payment shall be deemed
practicable by the Trustee. 


          Unless
otherwise provided in or pursuant to this Indenture or the Securities of any
particular series, at the option of the Company, interest on Registered
Securities that bear interest may be paid by mailing a check to the address of
the Person entitled thereto as such address shall appear in the Security
Register or by transfer to an account maintained by the payee with a bank located
in the United States of America. 


          Subject
to the foregoing provisions of this Section and Section 305, each Security
delivered under this Indenture upon registration of transfer of or in exchange
for or in lieu of any other Security shall carry the rights to interest accrued
and unpaid, and to accrue, which were carried by such other Security. 


          Section
308. Persons Deemed Owners. 


          Prior
to due presentment of a 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 in the Security
Register as the owner of such Registered Security for the purpose of receiving
payment of principal of, any premium and (subject to Section 305 and Section
307) interest on and any Additional Amounts with respect to such Registered
Security and for all other purposes whatsoever, whether or not any payment with
respect to such Registered Security shall be overdue, and none of the Company,
the Trustee or any agent of the Company or the Trustee shall be affected by
notice to the contrary. 


          The
Company, the Trustee and any agent of the Company or the Trustee may treat the
bearer of any Bearer Security or the bearer of any Coupon as the absolute owner
of such Security or Coupon for the purpose of receiving payment thereof or on
account thereof and for all other 


33





purposes
whatsoever, whether or not any payment with respect to such Security or Coupon
shall be overdue, and none of the Company, the Trustee or any agent of the
Company or the Trustee shall be affected by notice to the contrary. 


          No
holder of any beneficial interest in any global Security held on its behalf by
a Depository shall have any rights under this Indenture with respect to such
global Security, and such Depository may be treated by the Company, the
Trustee, and any agent of the Company or the Trustee as the owner of such
global Security for all purposes whatsoever. 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. 


          Notwithstanding
the foregoing, nothing herein shall prevent the Company, the Trustee, any
Paying Agent or the Security Registrar from giving effect to any written certification,
proxy or other authorization furnished by the applicable Depository, as a
Holder, with respect to a global Security or impair, as between such Depository
and the owners of beneficial interests in such global Security, the operation
of customary practices governing the exercise of the rights of such Depository
(or its nominee) as the Holder of such global Security. 


          Section
309. Cancellation. 


          All
Securities and Coupons surrendered for payment, redemption, registration of
transfer, exchange or conversion or for credit against any sinking fund payment
shall, if surrendered to any Person other than the Trustee, be delivered to the
Trustee, and any such Securities and Coupons, as well as Securities and Coupons
surrendered directly to the Trustee for any such purpose, shall be cancelled
promptly by the Trustee. The Company may at any time deliver to the Trustee for
cancellation any Securities previously authenticated and delivered hereunder
which the Company may have acquired in any manner whatsoever, and all
Securities so delivered shall be cancelled promptly by the Trustee. No
Securities shall be authenticated in lieu of or in exchange for any Securities
cancelled as provided in this Section, except as expressly permitted by or pursuant
to this Indenture. All cancelled Securities and Coupons held by the Trustee
shall be disposed of by the Trustee in accordance with its customary
procedures. 


          Section
310. Computation of Interest. 


          Except
as otherwise provided in or pursuant to this Indenture or in the Securities of
any series, interest on the Securities shall be computed on the basis of a
360-day year of twelve 30-day months. 


          Section
311. CUSIP Numbers. 


          The
Company in issuing the Securities may use “CUSIP” or “ISIN” numbers (if then
generally in use), and, if so, the Trustee shall use “CUSIP” or “ISIN” numbers
in notices of redemption as a convenience to Holders; provided that any such
notice may state that no representation is made as to the correctness of such
numbers either as printed on the Securities or as contained in any notice of a
redemption and that reliance may be placed only on the other identification
numbers printed on the Securities, and any such redemption shall not be
affected  


34





by any defect
in or omission of such numbers. The Company will promptly notify the Trustee in
writing of any change in the “CUSIP” or “ISIN” numbers. 


ARTICLE FOUR


SATISFACTION AND DISCHARGE OF INDENTURE


          Section
401. Satisfaction and Discharge. 


          Unless,
pursuant to Section 301, the provisions of this Section 401 shall not be
applicable with respect to the Securities of any series, upon the direction of
the Company by a Company Order, this Indenture shall cease to be of further
effect with respect to any series of Securities specified in such Company Order
and any Coupons appertaining thereto, and the Trustee, on receipt of a Company
Order, at the expense of the Company, shall execute proper instruments
acknowledging satisfaction and discharge of this Indenture as to such series,
when 


          (1)
either 


	
  

 	
  

 
	
  

 	
           (a)
 all Securities of such series theretofore authenticated and delivered and all
 Coupons appertaining thereto (other than (i) Coupons appertaining to Bearer
 Securities of such series surrendered in exchange for Registered Securities
 of such series and maturing after such exchange whose surrender is not
 required or has been waived as provided in Section 305, (ii) Securities and
 Coupons of such series which have been destroyed, lost or stolen and which
 have been replaced or paid as provided in Section 306, (iii) Coupons
 appertaining to Securities of such series called for redemption and maturing
 after the relevant Redemption Date whose surrender has been waived as provided
 in Section 1106, and (iv) Securities and Coupons of such series for whose
 payment money has theretofore been deposited in trust or segregated and held
 in trust by the Company and thereafter repaid to the Company or discharged
 from such trust, as provided in Section 1103) have been delivered to the
 Trustee for cancellation; or 

 
	
  

 	
  

 
	
  

 	
           (b)
 all Securities of such series and, in the case of (i) or (ii) below, if
 applicable, any Coupons appertaining thereto 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)
 if redeemable at the option of the Company, are to be called for redemption
 within one year under arrangements satisfactory to the Trustee for the giving
 of notice of redemption by the Trustee in the name, and at the expense, of
 the Company, 

 



and the
Company, in the case of (i), (ii) or (iii) above, has deposited or caused to be
deposited with the Trustee as trust funds in trust for such purpose, money in
the Currency in which such 


35





Securities are
payable in an amount sufficient to pay and discharge the entire indebtedness on
such Securities and any Coupons appertaining thereto not theretofore delivered
to the Trustee for cancellation, including the principal of, any premium and
interest on, and, to the extent that the Securities of such series provide for
the payment of Additional Amounts thereon and the amount of any such Additional
Amounts which are or will be payable with respect to the Securities of such
series is at the time of deposit reasonably determinable by the Company (in the
exercise by the Company of its sole and absolute discretion), any Additional
Amounts with respect to, such Securities and any Coupons appertaining thereto,
to the date of such deposit (in the case of Securities which have become due
and payable) or to the Maturity thereof, as the case may be; 


          (2)
the Company has paid or caused to be paid all other sums payable hereunder by
the Company with respect to the Outstanding Securities of such series and any
Coupons appertaining thereto; and 


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


          In
the event there are Securities of two or more series Outstanding hereunder, the
Trustee shall be required to execute an instrument acknowledging satisfaction
and discharge of this Indenture only if requested to do so with respect to
Securities of such series as to which it is Trustee and if the other conditions
thereto are met. 


          Notwithstanding
the satisfaction and discharge of this Indenture with respect to any series of
Securities, the obligations of the Company to the Trustee under Section 606
and, if money shall have been deposited with the Trustee pursuant to subclause
(b) of clause (1) of this Section, the respective obligations of the Company
and the Trustee with respect to the Securities of such series under Section
305, Section 306, Section 403, Section 404, Section 1102 and Section 1103, any
rights of Holders of the Securities of such series (unless otherwise provided
pursuant to Section 301 with respect to the Securities of such series) to
convert or exchange, and the obligations of the Company to convert or exchange,
such Securities into Common Shares or other securities or property, and, if
expressly provided pursuant to Section 301 with respect to the Securities of
such series, any rights of Holders of the Securities of such series to require
the Company to repurchase or repay, and the obligations of the Company to
repurchase or repay, such Securities at the option of such Holders as
contemplated by Article Thirteen hereof, shall survive, and, if the Securities
of such series provide for the payment of Additional Amounts pursuant to
Section 1104, the Company will remain obligated, following satisfaction and
discharge of this Indenture with respect to the Securities of such series, to
pay Additional Amounts with respect to such Securities as contemplated by
Section 1104, to the extent (and only to the extent) that the Additional
Amounts payable with respect to such Securities exceed the amount deposited in
respect of such Additional Amounts pursuant to subclause (b) of clause (1) of
this Section. 


36





          Section
402. Defeasance and Covenant Defeasance. 


          (1)
Unless, pursuant to Section 301, either or both of (i) defeasance of the
Securities of or within a series under clause (2) of this Section 402 or (ii)
covenant defeasance of the Securities of or within a series under clause (3) of
this Section 402 shall not be applicable with respect to the Securities of such
series, then such provisions, together with the other provisions of this
Section 402 (with such modifications thereto as may be specified pursuant to Section
301 with respect to any Securities), shall be applicable to such Securities and
any Coupons appertaining thereto, and the Company may at its option by Board
Resolution, at any time, with respect to the Securities of or within such
series and any Coupons appertaining thereto, elect to have Section 402(2) or
Section 402(3) be applied to such Outstanding Securities and any Coupons
appertaining thereto upon compliance with the conditions set forth below in
this Section 402. Unless otherwise specified pursuant to Section 301 with
respect to the Securities of any series, defeasance under clause (2) of this
Section 402 and covenant defeasance under clause (3) of this Section 402 may be
effected with respect to any or all of the Outstanding Securities of any series.
To the extent that the terms of any Security or Coupon appertaining thereto
established in or pursuant to this Indenture permit the Company or any Holder
thereof to extend the date on which any payment of principal of, or premium, if
any, or interest, if any, on, or Additional Amounts, if any, with respect to
such Security or Coupon is due and payable, then unless otherwise provided
pursuant to Section 301, the right to extend such date shall terminate upon
defeasance or covenant defeasance, as the case may be. 


          (2)
Upon the Company’s exercise of the above option applicable to this Section
402(2) with respect to any Securities of or within a series, the Company shall
be deemed to have been discharged from its obligations with respect to such Outstanding
Securities and any Coupons appertaining thereto on the date the conditions set
forth in clause (4) of this Section 402 are satisfied (hereinafter,
“defeasance”). For this purpose, such defeasance means that the Company shall
be deemed to have paid and discharged the entire indebtedness represented by
such Outstanding Securities and any Coupons appertaining thereto, which shall
thereafter be deemed to be “Outstanding” only for the purposes of clause (5) of
this Section 402 and the other Sections of this Indenture referred to in
clauses (i) through (iv) of this paragraph, and shall be deemed to have
satisfied all of its other obligations under such Securities and any Coupons
appertaining thereto and this Indenture insofar as such Securities and any Coupons
appertaining thereto are concerned (and the Trustee, at the expense of the
Company, shall execute proper instruments acknowledging the same), except for
the following which shall survive until otherwise terminated or discharged
hereunder: (i) the rights of Holders of such Outstanding Securities and any
Coupons appertaining thereto to receive, solely (except as provided in clause
(ii) below) from the trust fund described in clause (4)(a) of this Section 402
and as more fully set forth in this Section 402 and Section 403, payments in
respect of the principal of (and premium, if any) and interest, if any, on, and
Additional Amounts, if any, with respect to, such Securities and any Coupons
appertaining thereto when such payments are due, (ii) the obligations of the
Company and the Trustee with respect to such Securities under Section 305,
Section 306, Section 1002 and Section 1003 and, if applicable to the Securities
of such series, any rights of Holders of such Securities (unless otherwise
provided pursuant to Section 301 with respect to the Securities of such series)
to convert or exchange, and the obligations of the Company to convert or
exchange, such Securities into Common Shares or other securities or property,
and, if expressly provided pursuant to Section 301 with respect to the
Securities of such series, any rights of 


37





Holders of the
Securities of such series to require the Company to repurchase or repay, and
the obligations of the Company to repurchase or repay, such Securities at the
option of such Holders as contemplated by Article Thirteen hereof, and, if the
Securities of such series provide for the payment of Additional Amounts
pursuant to Section 1004, the Company will remain obligated, following
defeasance of this Indenture with respect to the Securities of such series, to
pay Additional Amounts with respect to such Securities as contemplated by
Section 1004, to the extent (and only to the extent) that the Additional
Amounts payable with respect to such Securities exceed the amount deposited in
respect of such Additional Amounts pursuant to clause 4(a) of this Section 402,
(iii) the rights, powers, trusts, duties and immunities of the Trustee
hereunder and (iv) this Section 402 and Section 403 and Section 404. The
Company may exercise its option under this Section 402(2) notwithstanding the
prior exercise of its option under Section 402(3) with respect to such
Securities and any Coupons appertaining thereto. 


          (3)
Upon the Company’s exercise of the above option applicable to this Section
402(3) with respect to any Securities of or within a series, the Company shall
be released from its obligations under any covenants applicable to such
Securities which are specified pursuant to Section 301 as being subject to
covenant defeasance on and after the date the conditions set forth in clause
(4) of this Section 402 are satisfied (hereinafter, “covenant defeasance”), and
such Securities and any Coupons appertaining thereto shall thereafter be deemed
to be not “Outstanding” for the purposes of any direction, waiver, consent or
declaration or Act of Holders (and the consequences of any thereof) in
connection with any such covenant, but shall continue to be deemed
“Outstanding” for all other purposes hereunder. For this purpose, such covenant
defeasance means that with respect to such Outstanding Securities and any
Coupons appertaining thereto, the Company may omit to comply with, and shall
have no liability in respect of, any term, condition or limitation set forth in
any such covenant, whether directly or indirectly, by reason of any reference
elsewhere herein to any such Section or such other covenant or by reason of
reference in any such Section or such other covenant to any other provision
herein or in any other document and such omission to comply shall not
constitute a default or an Event of Default under Section 501(5) or Section
501(11) or otherwise, as the case may be, but, except as specified above, the
remainder of this Indenture and such Securities and Coupons appertaining
thereto shall be unaffected thereby. 


          (4)
The following shall be the conditions to application of clause (2) or (3) of
this Section 402 to any Outstanding Securities of or within a series and any
Coupons appertaining thereto: 


	
  

 	
  

 
	
  

 	
           (a)
 The Company shall irrevocably have deposited or caused to be deposited with
 the Trustee (or another trustee satisfying the requirements of Section 607
 who shall agree to comply with the provisions of this Section 402 applicable
 to it) as trust funds in trust for the purpose of making the following
 payments, specifically pledged as security for, and dedicated solely to, the
 benefit of the Holders of such Securities and any Coupons appertaining
 thereto, (1) an amount in Dollars or in such Foreign Currency in which such Securities
 and any Coupons appertaining thereto are then specified as payable at Stated
 Maturity or, if such defeasance or covenant defeasance is to be effected in
 compliance with subsection (f) below, on the relevant Redemption Date, as the
 case may be, or (2) Government Obligations applicable to such Securities and
 Coupons appertaining thereto (determined on the basis of the Currency in
 which such Securities 

 


38









	
  

 	
  

 
	
  

 	
 and Coupons
 appertaining thereto are then specified as payable at Stated Maturity or, if
 such defeasance or covenant defeasance is to be effected in compliance with
 subsection (f) below, on the relevant Redemption Date, as the case may be)
 which through the scheduled payment of principal and interest in respect
 thereof in accordance with their terms will provide, not later than one day
 before the due date of any payment of principal of (and premium, if any) and
 interest, if any, on such Securities and any Coupons appertaining thereto,
 money in an amount, or (3) a combination thereof, in any case, in an amount,
 sufficient, without consideration of any reinvestment of such principal and
 interest, in the opinion of a nationally recognized firm of independent
 public accountants expressed in a written certification thereof delivered to
 the Trustee, to pay and discharge, and which shall be applied by the Trustee
 (or other qualifying trustee) to pay and discharge, (y) the principal of (and
 premium, if any) and interest, if any, on, and, to the extent that such
 Securities provide for the payment of Additional Amounts thereon and the
 amount of any such Additional Amounts which are or will be payable with
 respect to the Securities of such series is at the time of deposit reasonably
 determinable by the Company (in the exercise by the Company of its sole and
 absolute discretion), any Additional Amounts with respect to, such
 Outstanding Securities and any Coupons appertaining thereto on the Stated
 Maturity of such principal or installment of principal or interest or the
 applicable Redemption Date, as the case may be, and (z) any mandatory sinking
 fund payments or analogous payments applicable to such Outstanding Securities
 and any Coupons appertaining thereto on the day on which such payments are
 due and payable in accordance with the terms of this Indenture and of such
 Securities and any Coupons appertaining thereto. 

 
	
  

 	
  

 
	
  

 	
           (b) Such
 defeasance or covenant defeasance shall not result in a breach or violation
 of, or constitute a default under, this Indenture. 

 
	
  

 	
  

 
	
  

 	
           (c) No Event
 of Default or event which with notice or lapse of time or both would become
 an Event of Default with respect to such Securities and any Coupons
 appertaining thereto shall have occurred and be continuing on the date of
 such deposit, and, solely in the case of defeasance under Section 402(2), no
 Event of Default with respect to the Company under clauses (8), (9) or (10)
 of Section 501 with respect to such Securities and any Coupons appertaining
 thereto or event which with notice or lapse of time or both would become an
 Event of Default with respect to the Company under clauses (8), (9) or (10)
 of Section 501 with respect to such Securities and any Coupons appertaining
 thereto shall have occurred and be continuing at any time during the period
 ending on and including the 91st day after the date of such deposit (it being
 understood that this condition to defeasance under Section 402(2) shall not
 be deemed satisfied until the expiration of such period). 

 
	
  

 	
  

 
	
  

 	
           (d) In the
 case of defeasance pursuant to Section 402(2), the Company shall have
 delivered to the Trustee an opinion of independent counsel reasonably
 acceptable to the Trustee stating that (x) the Company has received from, or
 there has been published by, the Internal Revenue Service a ruling, or (y)
 since the date of this Indenture there has been a change in applicable U.S.
 federal income tax law, in either case to the effect that, and based thereon
 such opinion of independent counsel shall confirm that, the Holders and
 beneficial owners of such Outstanding Securities and any Coupons appertaining
 

 


39









	
  

 	
  

 
	
  

 	
 thereto will
 not recognize income, gain or loss for U.S. federal income tax purposes as a
 result of such defeasance and will be subject to U.S. federal income tax on
 the same amounts, in the same manner and at the same times as would have been
 the case if such defeasance had not occurred; or, in the case of covenant
 defeasance pursuant to Section 402(3), the Company shall have delivered to
 the Trustee an opinion of independent counsel reasonably acceptable to the
 Trustee to the effect that the Holders and beneficial owners of such
 Outstanding Securities and any Coupons appertaining thereto will not
 recognize income, gain or loss for U.S. federal income tax purposes as a
 result of such covenant defeasance and will be subject to U.S. federal income
 tax on the same amounts, in the same manner and at the same times as would
 have been the case if such covenant defeasance had not occurred. 

 
	
  

 	
  

 
	
  

 	
           (e) The
 Company shall have delivered to the Trustee an Officers’ Certificate and an
 Opinion of Counsel, each stating that all conditions precedent to the
 defeasance or covenant defeasance, as the case may be, under this Indenture
 have been complied with. 

 
	
  

 	
  

 
	
  

 	
           (f) If the
 monies or Government Obligations or combination thereof, as the case may be,
 deposited under clause (a) above are sufficient to pay the principal of, and
 premium, if any, and interest, if any, on and, to the extent provided in such
 clause (a), Additional Amounts with respect to, such Securities provided such
 Securities are redeemed on a particular Redemption Date, the Company shall
 have given the Trustee irrevocable instructions to redeem such Securities on
 such date and to provide notice of such redemption to Holders as provided in
 or pursuant to this Indenture. 

 
	
  

 	
  

 
	
  

 	
           (g)
 Notwithstanding any other provisions of this Section 402(4), such defeasance
 or covenant defeasance shall be effected in compliance with any additional or
 substitute terms, conditions or limitations which may be imposed on the
 Company in connection therewith pursuant to Section 301. 

 




           (5) Subject
 to the provisions of the last paragraph of Section 1003, all money and
 Government Obligations (or other property as may be provided pursuant to
 Section 301) (including the proceeds thereof) deposited with the Trustee (or
 other qualifying trustee—collectively for purposes of this Section 402(5) and
 Section 403, the “Trustee”) pursuant to clause (4)(a) of Section 402 in
 respect of any Outstanding Securities of any series and any Coupons
 appertaining thereto shall be held in trust and applied by the Trustee, in
 accordance with the provisions of such Securities and any Coupons
 appertaining thereto and this Indenture, to the payment, either directly or
 through any Paying Agent (other than the Company or any Subsidiary or
 Affiliate of the Company acting as Paying Agent) as the Trustee may
 determine, to the Holders of such Securities and any Coupons appertaining
 thereto of all sums due and to become due thereon in respect of principal
 (and premium, if any) and interest and Additional Amounts, if any, but such
 money need not be segregated from other funds except to the extent required
 by law. 


          Unless
otherwise specified in or pursuant to this Indenture or any Securities, if,
after a deposit referred to in Section 402(4)(a) has been made, (a) the Holder
of a Security in respect of which such deposit was made is entitled to, and
does, elect pursuant to Section 301 or the terms of such Security to receive
payment in a Currency other than that in which the deposit pursuant 


40





to Section
402(4)(a) has been made in respect of such Security, or (b) a Conversion Event
occurs in respect of the Foreign Currency in which the deposit pursuant to
Section 402(4)(a) has been made, the indebtedness represented by such Security
and any Coupons appertaining thereto shall be deemed to have been, and will be,
fully discharged and satisfied through the payment of the principal of (and
premium, if any), and interest, if any, on, and Additional Amounts, if any,
with respect to, such Security as the same becomes due out of the proceeds
yielded by converting (from time to time as specified below in the case of any
such election) the amount or other property deposited in respect of such
Security into the Currency in which such Security becomes payable as a result
of such election or Conversion Event based on (x) in the case of payments made
pursuant to clause (a) above, the applicable market exchange rate for such
Currency in effect on the second Business Day prior to each payment date, or
(y) with respect to a Conversion Event, the applicable market exchange rate for
such Foreign Currency in effect (as nearly as feasible) at the time of the
Conversion Event. 


          The
Company shall pay and indemnify the Trustee against any tax, fee or other
charge, imposed on or assessed against the Government Obligations deposited
pursuant to this Section 402 or the principal or interest received in respect
thereof other than any such tax, fee or other charge which by law is for the
account of the Holders of such Outstanding Securities and any Coupons
appertaining thereto. 


          Anything
in this Section 402 to the contrary notwithstanding, the Trustee shall deliver
or pay to the Company from time to time upon Company Request any money or
Government Obligations (or other property and any proceeds therefrom) held by
it as provided in clause (4)(a) of this Section 402 which, in the opinion of a
nationally recognized firm of independent public accountants expressed in a
written certification thereof delivered to the Trustee, are in excess of the
amount thereof which would then be required to be deposited to effect a
defeasance or covenant defeasance, as applicable, in accordance with this
Section 402. 


          Section
403. Application of Trust Money. 


          Subject
to the provisions of the last paragraph of Section 1003, all money and Government
Obligations deposited with the Trustee pursuant to Section 401 or Section 402
shall be held in trust and applied by it, in accordance with the provisions of
the Securities, the Coupons and this Indenture, to the payment, either directly
or through any Paying Agent (including the Company acting as its own Paying
Agent) as the Trustee may determine, to the Persons entitled thereto, of the
principal, premium, interest and Additional Amounts for whose payment such
money has or Government Obligations have been deposited with or received by the
Trustee; but such money and Government Obligations need not be segregated from
other funds except to the extent required by law. 


          Section
404. Reinstatement. 


          If
the Trustee (or other qualifying trustee appointed pursuant to Section
402(4)(a)) or any Paying Agent is unable to apply any moneys or Government
Obligations deposited pursuant to Section 401(1) or Section 402(4)(a) to pay
any principal of or premium, if any, or interest, if any, on or Additional
Amounts, if any, with respect to the Securities of the applicable series by
reason of any legal proceeding or any order or judgment of any court or
governmental authority 


41





enjoining,
restraining or otherwise prohibiting such application, then the Company’s
obligations under this Indenture and the Securities of such series shall be
revived and reinstated as though no such deposit had occurred, until such time
as the Trustee (or other qualifying trustee) or Paying Agent is permitted to
apply all such moneys and Government Obligations to pay the principal of and
premium, if any, and interest, if any, on and Additional Amounts, if any, in
respect of the Securities of such series as contemplated by Section 401 or
Section 402 as the case may be, and Section 403; provided, however, that if the
Company makes any payment of the principal of or premium, if any, or interest
if any, on or Additional Amounts, if any, in respect of the Securities of such
series following the reinstatement of its obligations as aforesaid, the Company
shall be subrogated to the rights of the Holders of such Securities to receive
such payment from the funds held by the Trustee (or other qualifying trustee)
or Paying Agent. 


ARTICLE FIVE


REMEDIES


          Section
501. Events of Default. 


          “Event
of Default”, wherever used herein with respect to Securities of any series,
means any one of the following events (whatever the reason for such Event of
Default and whether it shall be voluntary or involuntary or be effected by
operation of law or pursuant to any judgment, decree or order of any court or
any order, rule or regulation of any administrative or governmental body)
unless such event is specifically deleted or modified in or pursuant to the
supplemental indenture, Board Resolution or Officers’ Certificate establishing
the terms of such series pursuant to this Indenture: 


          (1)
default in the payment of any interest, if any, on, or any Additional Amounts,
if any, payable in respect of any interest, if any, on, any of the Securities
of such series or any Coupon appertaining thereto when such interest or such
Additional Amounts, as the case may be, become due and payable, and continuance
of such default for a period of 30 days; or 


          (2)
default in the payment of any principal of or premium, if any, on, or any Additional
Amounts, if any, payable in respect of any principal of or premium, if any, on,
any of the Securities of such series when due (whether at Maturity or otherwise
and whether payable in cash or in Common Shares or other securities or
property); or 


          (3)
default in the deposit of any sinking fund payment or payment under any
analogous provision when due with respect to any of the Securities of such
series; or 


          (4)
default in the delivery when due of any securities, cash or other property
(including, without limitation, any Common Shares) when required to be
delivered upon conversion of any convertible Security of such series or upon
the exchange of any Security of such series which is exchangeable for Common
Shares or other securities or property (other than an exchange of Securities of
such series for other Securities of the same series); or 


          (5)
default in the performance, or breach, of any covenant or warranty applicable
to the Company in this Indenture or any Security of such series (other than a
covenant or warranty 


42





for which the
consequences of breach or nonperformance are addressed elsewhere in this
Section 501 or a covenant or warranty which has expressly been included in this
Indenture, whether or not by means of a supplemental indenture, solely for the
benefit of Securities of a series other than such series), and continuance of
such default or breach (without such default or breach having been cured or
waived in accordance of the provisions of this Indenture) 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



          (6)
default after the expiration of any applicable grace period in the payment of
principal when due, or resulting in acceleration of, other indebtedness (other
than Non-recourse Debt) of the Company or any Significant Subsidiary of the
Company for borrowed money where the aggregate principal amount with respect to
which the default or acceleration has occurred exceeds $60,0 million and such
indebtedness has not been discharged, or such default in payment or
acceleration has not been cured or rescinded, prior to written notice of
acceleration of the Outstanding Securities of such series; or 


          (7)
failure by the Company or any of its Subsidiaries to pay final judgments or
decree entered by a court or courts of competent jurisdiction aggregating in
excess of $60.0 million, which judgments are not paid, discharged or stayed for
a period of 30 days after such judgments become final and non-appealable; or 


          (8)
the Company or any Significant Subsidiary of the Company pursuant to or under
or within the meaning of any Bankruptcy Law: 


	
  

 	
  

 
	
  

 	
           (i)
 commences a voluntary case or proceeding seeking liquidation, reorganization
 or other relief with respect to it or its debts or seeking the appointment of
 a trustee, receiver, liquidator, custodian or other similar official of it or
 any substantial part of its property; or 

 
	
  

 	
  

 
	
  

 	
           (ii)
 consents to any such relief or to the appointment of or taking possession by
 any such official in an involuntary case or other proceeding commenced
 against it; or 

 
	
  

 	
  

 
	
  

 	
           (iii)
 consents to the appointment of a custodian of it or for all or substantially
 all of its property; or 

 
	
  

 	
  

 
	
  

 	
           (iv)
 makes a general assignment for the benefit of creditors; or 

 



          (9)
an involuntary case or other proceeding shall be commenced against the Company
or any Significant Subsidiary of the Company seeking liquidation,
reorganization or other relief with respect to it or its debts under any
bankruptcy, insolvency or other similar law now or hereafter in effect or
seeking the appointment of a trustee, receiver, liquidator, custodian or other
similar official of it or any substantial part of its property, and such
involuntary case or other proceeding shall remain undismissed and unstayed for
a period of 60 days; or 


43





          (10)
a court of competent jurisdiction enters an order or decree under any
Bankruptcy Law that: 


	
  

 	
  

 
	
  

 	
           (i)
 is for relief against the Company or any Significant Subsidiary of the Company
 in an involuntary case or proceeding; or 

 
	
  

 	
  

 
	
  

 	
           (ii)
 appoints a trustee, receiver, liquidator, custodian or other similar official
 of the Company or any Significant Subsidiary of the Company or any
 substantial part of their respective properties; or 

 
	
  

 	
  

 
	
  

 	
           (iii)
 orders the liquidation of the Company or any Significant Subsidiary of the
 Company; 

 



and, in each
case in this clause (11), the order or decree remains unstayed and in effect
for 60 days; or 


          (11)
any other Event of Default provided in or pursuant to this Indenture with
respect to Securities of such series. 


          Section
502. Acceleration of Maturity; Rescission
and Annulment. 


          If
an Event of Default (other than an Event of Default specified in clauses (8),
(9) or (10) of Section 501 with respect to the Company) occurs and is
continuing with respect to Securities of any series, then either the Trustee or
the Holders of not less than 25% in aggregate principal amount of the
Outstanding Securities of such series may declare the principal of all the
Securities of such series, or such lesser amount as may be provided for in the
Securities of such series, and accrued and unpaid interest, if any, thereon to
be due and payable immediately, by a notice in writing to the Company (and to
the Trustee if given by the Holders), and upon any such declaration such
principal or such lesser amount, as the case may be, and such accrued and
unpaid interest shall become immediately due and payable. If an Event of
Default specified in clause (8), (9) or (10) of Section 501 with respect to the
Company occurs with respect to the Securities of any series, then the principal
of all of the Securities of such series, or such lesser amount as may be
provided for in the Securities of such series, and accrued an unpaid interest,
if any, thereon shall ipso facto become and be immediately due and payable
without any declaration or other act on the part of the Trustee or any Holder
of the Securities of such series. For purposes of clarity, the parties hereto
agree that references in this Indenture to an Event of Default specified in
clauses (8), (9) or (10) of Section 501 with respect to the Company shall not
include any Event of Default specified in clauses (8), (9) or (10) of Section
501 with respect to any Significant Subsidiary of the Company.  


          At
any time after Securities of any series have been accelerated (whether by
declaration of the Trustee or the Holders or automatically) and before a
judgment or decree for payment of the money due has been obtained by the
Trustee as hereinafter in this Article provided, the Holders of not less than a
majority in aggregate principal amount of the Outstanding Securities of such
series, by written notice to the Company and the Trustee, may rescind and annul
such declaration and its consequences if 


44





          (1)
the Company has paid or deposited with the Trustee a sum of money sufficient to
pay (or, to the extent that the terms of the Securities of such series
established pursuant to Section 301 expressly provide for payment to be made in
Common Shares or other securities or property, Common Shares or other
securities or property, together with cash in lieu of fractional shares or
securities to the extent required pursuant to the terms of such Securities,
sufficient to pay) 


	
  

 	
  

 
	
  

 	
           (a)
 all overdue installments of any interest on any Securities of such series and
 any Coupons appertaining thereto which have become due otherwise than by such
 declaration of acceleration and any Additional Amounts with respect thereto, 

 
	
  

 	
  

 
	
  

 	
           (b)
 the principal of and any premium on any Securities of such series which have
 become due otherwise than by such declaration of acceleration and any
 Additional Amounts with respect thereto and, to the extent permitted by
 applicable law, interest thereon at the rate or respective rates, as the case
 may be, provided for in or with respect to such Securities, or, if no such
 rate or rates are so provided, at the rate or respective rates, as the case
 may be, of interest borne by such Securities, 

 
	
  

 	
  

 
	
  

 	
           (c)
 to the extent permitted by applicable law, interest upon installments of any
 interest, if any, which have become due otherwise than by such declaration of
 acceleration and any Additional Amounts with respect thereto at the rate or
 respective rates, as the case may be, provided for in or with respect to such
 Securities, or, if no such rate or rates are so provided, at the rate or
 respective rates, as the case may be, of interest borne by such Securities,
 and 

 
	
  

 	
  

 
	
  

 	
           (d)
 all sums paid or advanced by the Trustee hereunder and the reasonable
 compensation, fees and expenses, disbursements and advances of the Trustee,
 its agents and counsel and all other amounts due the Trustee under Section
 606; and 

 



          (2)
all Events of Default with respect to Securities of such series other than the
non-payment of the principal of, any premium and interest on, and any
Additional Amounts with respect to Securities of such series which shall have
become due solely by such declaration of acceleration, shall have been cured or
waived as provided in Section 513. 


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


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


          The
Company covenants that if: 


          (1)
default is made in the payment of any interest on, or any Additional Amounts
payable in respect of any interest on, any Security or any Coupon appertaining
thereto when such interest or Additional Amounts, as the case may be, shall
have become due and payable and such default continues for a period of 30 days,
or 


          (2)
default is made in the payment of any principal of or premium, if any, on, or
any Additional Amounts payable in respect of any principal of or premium, if
any, on, any Security at its Maturity, or 


45






          (3)
default is made in the deposit of any sinking fund payment when due, then the
Company shall, upon demand of the Trustee, pay to the Trustee, for the benefit
of the Holders of such Securities and any Coupons appertaining thereto, the
whole amount of money then due and payable with respect to such Securities and
any Coupons appertaining thereto, with interest upon the overdue principal, any
premium and, to the extent permitted by applicable law, upon any overdue
installments of interest and Additional Amounts at the rate or respective
rates, as the case may be, provided for or with respect to such Securities or,
if no such rate or rates are so provided, at the rate or respective rates, as
the case may be, of interest borne by such Securities, and, in addition
thereto, such further amount of money as shall be sufficient to cover the costs
and expenses of collection, including the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel and all other
amounts due to the Trustee under Section 606. 


          If
the Company fails to pay the money it is required to pay the Trustee pursuant
to the preceding paragraph forthwith upon the demand of the Trustee, the
Trustee, in its own name and as trustee of an express trust, may institute a
judicial proceeding for the collection of the money so due and unpaid, and may
prosecute such proceeding to judgment or final decree, and may enforce the same
against the Company or any other obligor upon such Securities and any Coupons
appertaining thereto and collect the monies 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 and any Coupons appertaining thereto, wherever
situated. 


          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 and any
Coupons appertaining thereto by such appropriate judicial proceedings as the
Trustee shall deem most effectual to protect and enforce any such rights,
whether for the specific enforcement of any covenant or agreement in this
Indenture or such Securities or in aid of the exercise of any power granted
herein or therein, 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 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 any overdue principal, premium, interest or Additional Amounts)
shall be entitled and empowered, by intervention in such proceeding or
otherwise, 


          (1)
to file and prove a claim for the whole amount, or such lesser amount as may be
provided for in the Securities of such series, of the principal and any premium,
interest and Additional Amounts owing and unpaid in respect of the Securities
and any Coupons appertaining thereto and to file such other papers or documents
as may be necessary or advisable in order to have the claims of the Trustee
(including any claim for the reasonable compensation, expenses, 


46





disbursements
and advances of the Trustee, its agents or counsel) and of the Holders of
Securities or any Coupons allowed in such judicial proceeding, and 


          (2)
to collect and receive any monies 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 of Securities or any Coupons to make such payments to the Trustee and,
in the event that the Trustee shall consent to the making of such payments
directly to the Holders of Securities or any Coupons, to pay to the Trustee any
amount due to it for the reasonable compensation, fees and expenses,
disbursements and advances of the Trustee, its agents and counsel and any other
amounts due the Trustee under Section 606. 


          Nothing
herein contained shall be deemed to authorize the Trustee to authorize or
consent to or accept or adopt on behalf of any Holder of a Security or any
Coupon any plan of reorganization, arrangement, adjustment or composition
affecting the Securities or Coupons or the rights of any Holder thereof, or to
authorize the Trustee to vote in respect of the claim of any Holder of a
Security or any Coupon 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 any of 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 or
judgment, after provision for the payment of the reasonable compensation,
expenses, disbursements and advances of the Trustee, its agents and counsel,
shall be for the ratable benefit of each and every Holder of a Security or
Coupon in respect of which such judgment has been recovered. 


          Section
506. Application of Money Collected. 


          Any
money collected by the Trustee pursuant to this Article with respect to the
Securities of any series shall be applied in the following order, at the date
or dates fixed by the Trustee and, in case of the distribution of such money on
account of principal, or any premium, interest or Additional Amounts, upon
presentation of such Securities or the Coupons, if any, appertaining thereto,
or both, as the case may be, and the notation thereon of the payment if only
partially paid and upon surrender thereof if fully paid: 


	
  

 	
  

 
	
  

 	
           FIRST:
 To the payment of all amounts due the Trustee, its agents and counsel and any
 predecessor Trustee under Section 606; 

 
	
  

 	
  

 
	
  

 	
           SECOND:
 To the payment of the amounts then due and unpaid upon the Securities and any
 Coupons for principal and any premium, interest and Additional Amounts 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
 aggregate amounts 

 


47









	
  

 	
  

 
	
  

 	
 due and
 payable on such Securities and Coupons for principal and any premium,
 interest and Additional Amounts; 

 
	
  

 	
  

 
	
  

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

 



          Section
507. Limitations on Suits. 


          No
Holder of any Security of any series or any Coupons appertaining thereto 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 such series; 


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


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


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


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


it being
understood and intended and being expressly covenanted by the taker and holder
of every Security, with every other taker and holder with the Trustee that no
one or more of such Holders shall have any right in any manner whatever by
virtue of, or by availing of, any provision of this Indenture or any Security
to affect, disturb or prejudice the rights of any other such Holders or Holders
of Securities of any other series, or to obtain or to seek to obtain priority
or preference over any other Holders or to enforce any right under this
Indenture, except in the manner herein provided and for the equal and ratable
benefit of all such Holders (it being understood that the Trustee does not have
an affirmative duty to ascertain whether or not such actions or forbearances
are unduly prejudicial to such Holders). 


	
  

 	
  

 	
  

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

 



          Notwithstanding
any other provision in this Indenture, the Holder of any Security or Coupon
shall have the right, which is absolute and unconditional, to receive payment
of the principal of, any premium, if any, and (subject to Section 305 and
Section 307) interest, if any, on and any Additional Amounts with respect to
such Security or such Coupon, as the case may be, on the respective Stated
Maturity or Maturities therefor specified in such Security or Coupon (or, in
the case of redemption, on the Redemption Date or, in the case of repayment
pursuant to 


48





Article
Thirteen hereof at the option of such Holder if provided in or pursuant to this
Indenture, on the date such repayment is due) and, in the case of any Security
which is convertible into or exchangeable for other securities or property, to
convert or exchange, as the case may be, such Security in accordance with its
terms, and to institute suit for the enforcement of any such payment and any
such right to convert or exchange, and such right shall not be impaired without
the consent of such Holder. 


          Section
509. Restoration of Rights and Remedies. 


          If
the Trustee or any Holder of a Security or a Coupon 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 the Company, the Trustee and each such Holder shall, subject to any
determination in such proceeding, be restored severally and respectively to
their former positions hereunder, and thereafter all rights and remedies of the
Trustee and each such Holder shall continue as though no such proceeding had
been instituted. 


          Section
510. Rights and Remedies Cumulative. 


          To
the extent permitted by applicable law and except as otherwise provided with
respect to the replacement or payment of mutilated, destroyed, lost or stolen
Securities or Coupons in the last paragraph of Section 306, no right or remedy
herein conferred upon or reserved to the Trustee or to each and every Holder of
a Security or a Coupon is intended to be exclusive of any other right or
remedy, and every right and remedy, to the extent permitted by law, shall 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, to the
extent permitted by law, 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 Security or Coupon to
exercise any right or remedy accruing upon any Event of Default shall, to the
extent permitted by applicable law, 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 any
Holder of a Security or a Coupon may, to the extent permitted by applicable
law, be exercised from time to time, and as often as may be deemed expedient,
by the Trustee or by such Holder, as the case may be. 


          Section
512. Control by Holders of Securities. 


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


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


49





          (2)
the Trustee may take any other action deemed proper by the Trustee which is not
inconsistent with such direction, and 


          (3)
such direction is not unduly prejudicial to the rights of the other Holders of
Securities of such series not joining in such action. 


          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 on behalf of the Holders of all the
Securities of such series and any Coupons appertaining thereto may waive any
past default hereunder with respect to such series and its consequences, except



          (1)
a default in the payment of the principal of, any premium or interest on, or
any Additional Amounts with respect to, any Security of such series or any
Coupons appertaining thereto, or 


          (2)
in the case of any Securities which are convertible into or exchangeable for
Common Shares or other securities or property, a default in any such conversion
or exchange, or 


          (3)
a default in respect of a covenant or provision hereof which under Article Nine
cannot be modified or amended without the consent of the Holder of each
Outstanding 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. Waiver of Usury, Stay or Extension
Laws. 


          The
Company covenants that (to the extent that it may lawfully do so) 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 or any usury law or any
other law wherever enacted, now or at any time hereafter in force, which would
prohibit or forgive the Company from paying all or any portion of the principal
of or premium, if any, or interest, if any, on or Additional Amounts, if any,
with respect to any Securities as contemplated herein and therein or which may
affect the covenants or the performance of this Indenture or the Securities;
and the Company (to the extent that it may lawfully do so) 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 or the
Holders, but will suffer and permit the execution of every such power as though
no such law had been enacted. 


          Section
515. 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
or omitted to be taken by it as Trustee, the filing by any party litigant in
such 


50





suit of any
undertaking to pay the costs of such suit, and that such court may in its
discretion assess reasonable costs, including reasonable attorneys’ fees and
disbursements, 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 515 shall not apply 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 principal amount of Outstanding
Securities of any series, or to any suit instituted by any Holder for the
enforcement of the payment of the principal of (or premium, if any) or
interest, if any, on or Additional Amounts, if any, with respect to any
Security on or after the respective Stated Maturities expressed in such
Security (or, in the case of redemption, on or after the Redemption Date, and,
in the case of repayment at the option of the Holder pursuant to Article
Thirteen hereof, on or after the date for repayment) or for the enforcement of
the right, if any, to convert or exchange any Security into Common Shares or
other securities in accordance with its terms. 


ARTICLE SIX


THE TRUSTEE


          Section
601. Certain Rights of Trustee. 


          Subject
to Sections 315(a) through 315(d) of the Trust Indenture Act: 


          (1)
the Trustee may conclusively 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, coupon 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; 


          (2)
any request or direction of the Company mentioned herein shall be sufficiently
evidenced by a Company Request or a Company Order (in each case, other than
delivery of any Security, together with any Coupons appertaining thereto, to
the Trustee for authentication and delivery pursuant to Section 303 which shall
be sufficiently evidenced as provided therein) and any resolution of the Board
of Directors may be sufficiently evidenced by a Board Resolution; 


          (3)
whenever in the administration of this Indenture the Trustee shall deem it
desirable that a matter be proved or established prior to taking, suffering or
omitting any action hereunder, the Trustee (unless other evidence shall be
herein specifically prescribed) may, in the absence of bad faith on its part,
rely upon an Officers’ Certificate; 


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


          (5)
the Trustee shall be under no obligation to exercise any of the rights or
powers vested in it by or pursuant to this Indenture at the request or
direction of any of the Holders of Securities of any series or any Coupons
appertaining thereto pursuant to this Indenture, unless 


51





such Holders
shall have offered to the Trustee security or indemnity reasonably satisfactory
to the Trustee against the costs, fees and expenses and liabilities which might
be incurred by it in compliance with such request or direction; 


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


          (7)
the Trustee may execute any of the trusts or powers hereunder or perform any
duties hereunder either directly or by or through agents or attorneys and the
Trustee shall not be responsible for any misconduct or negligence on the part
of any agent or attorney appointed with due care by it hereunder; 


          (8)
the Trustee undertakes to perform 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; 


          (9)
in the absence of bad faith on its part, the Trustee may 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
(but need not confirm or investigate the accuracy of mathematical calculations
or other facts stated therein); 


          (10)
no provision of this Indenture shall require the Trustee to expend or risk its
own funds or otherwise incur any financial liability in the performance of any
of its duties hereunder, or in the exercise of any of its rights or powers, if
it shall have reasonable grounds for believing that repayment of such funds or
adequate indemnity against such risk or liability is not reasonably assured to
it; 


          (11)
the Trustee shall not be liable for any action taken, suffered, or omitted to
be taken by it in good faith and reasonably believed by it to be authorized or
within the discretion or rights or powers conferred upon it by this Indenture; 


          (12)
in no event shall the Trustee be responsible or liable for special, indirect,
punitive or consequential loss or damage of any kind whatsoever (including, but
not limited to, loss of profit) irrespective of whether the Trustee has been
advised of the likelihood of such loss or damage and regardless of the form of
action; 


          (13)
the Trustee shall not be deemed to have notice of any default or Event of
Default unless a Responsible Officer of the Trustee has actual knowledge
thereof or unless written notice of any event which is in fact such a default
is received by the Trustee at the Corporate Trust Office of the Trustee, and
such notice references the Securities and this Indenture; 


52





          (14)
the rights, privileges, protections, immunities and benefits given to the
Trustee, including, without limitation, its right to be indemnified, are
extended to, and shall be enforceable by, the Trustee in each of its capacities
hereunder, and each agent, custodian and other Person employed to act
hereunder; 


          (15)
the Trustee shall not be required to give any bond or surety in respect of the
performance of its powers and duties hereunder; and 


          (16)
the Trustee may request that the Company deliver a certificate setting forth
the names of individuals and/or titles of officers authorized at such time to
take specified actions pursuant to this Indenture. 


          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
703(3), 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, or Additional Amounts or any sinking fund installment
with respect to, any Security 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 and/or Responsible Officers of the
Trustee in good faith determine that the withholding of such notice is in the
best interest of the Holders of Securities and Coupons of such series; and
provided, further, that in the case of any default of the character specified
in Section 501(5) or Section 501(11) with respect to Securities of such series,
no such notice to Holders shall be given until at least 30 days after the
occurrence thereof. For the purpose of this Section, the term “default” means
any event which is, or after notice or lapse of time or both would become, an
Event of Default with respect to Securities of such series. 


          Section
603. Not Responsible for Recitals or
Issuance of Securities. 


          The
recitals contained herein and in the Securities, except the Trustee’s
certificate of authentication, and in any Coupons shall be taken as the
statements of the Company and neither the Trustee nor any Authenticating Agent
assumes any responsibility for their correctness. The Trustee makes no
representations as to the validity or sufficiency of this Indenture or of the
Securities or the Coupons, except that the Trustee represents that it is duly
authorized to execute and deliver this Indenture, authenticate the Securities
and perform its obligations hereunder and that the statements made by it in a
Statement of Eligibility on Form T-1 supplied to the Company are true and
accurate, subject to the qualifications set forth therein. Neither the Trustee
nor any Authenticating Agent shall be accountable for the use or application by
the Company of the Securities or the proceeds thereof. 


          Section
604. May Hold Securities. 


          The
Trustee, any Authenticating Agent, any Paying Agent, any Security Registrar or
any other Person that may be an agent of the Trustee or the Company, in its
individual or any other capacity, may become the owner or pledgee of Securities
or Coupons and, subject to 


53





Sections
310(b) and 311 of the Trust Indenture Act, 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 Person. 


          Section
605. Money Held in Trust. 


          Except
as provided in Section 403 and Section 1003, money held by the Trustee in trust
hereunder need not be segregated from other funds except to the extent required
by law and shall be held uninvested. The Trustee shall be under no liability
for interest on any money received by it hereunder except as otherwise agreed
in writing with the Company. 


          Section
606. Compensation and Reimbursement. 


          The
Company agrees: 


          (1)
to pay to the Trustee from time to time such compensation as shall be agreed in
writing between the Company and the Trustee for all services rendered by the
Trustee 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 the Trustee’s negligence or willful misconduct; and 


          (3)
to indemnify each of the Trustee, or any predecessor Trustee, and its agents
for, and to hold them harmless against, any and all loss, liability, damage,
claim or reasonable expense (including, without limitation, the reasonable fees
and disbursements of the Trustee’s agents, legal counsel, accountants and
experts) incurred without negligence or willful misconduct on their part,
arising out of or in connection with the acceptance or administration of the
trust or trusts hereunder (whether asserted by the Company, a Holder or any
other Person), including the reasonable costs and expenses of defending
themselves against any claim or liability in connection with the exercise or
performance of any of their powers or duties hereunder, except to the extent
that any such loss, liability or expense was due to the Trustee’s negligence or
willful misconduct. 


          As
security for the performance of the obligations of the Company under this
Section, the Trustee shall have a lien prior to the Securities of any series
upon all property and funds held or collected by the Trustee as such, except
funds held in trust for the payment of principal of, or premium or interest on
or any Additional Amounts with respect to Securities or any Coupons
appertaining thereto. 


          Any
compensation or expense incurred by the Trustee after a default specified by
Section 501(8), (9) or(10) is intended to constitute an expense of
administration under any then applicable bankruptcy or insolvency law.
“Trustee” for purposes of this Section 606 shall include any predecessor
Trustee but the negligence or willful misconduct of any Trustee shall not 


54





affect the
rights of any other Trustee under this Section 606. The provisions of this
Section 606 shall, to the extent permitted by law, survive any termination of
this Indenture (including, without limitation, termination pursuant to any
Bankruptcy Laws) and the resignation or removal of the Trustee. 


          Section
607. Corporate Trustee Required;
Eligibility. 


          There
shall at all times be a Trustee hereunder that is a Corporation, organized and
doing business under the laws of the United States of America, any state
thereof or the District of Columbia, eligible under Section 310(a)(1) of the
Trust Indenture Act to act as trustee under an indenture qualified under the
Trust Indenture Act and that has a combined capital and surplus (computed in
accordance with Section 310(a)(2) of the Trust Indenture Act) of at least
$50,000,000 subject to supervision or examination by federal or state
authority. If at any time the Trustee shall cease to be eligible in accordance
with the provisions of this Section, it shall resign immediately in the manner
and with the effect hereinafter specified in this Article. 


          Section
608. Resignation and Removal; Appointment of
Successor. 


          (1)
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 pursuant to Section 609. 


          (2)
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 609 shall not have
been delivered to the Trustee within 30 days after the giving of such notice of
resignation, the resigning Trustee may petition, at the expense of the Company,
any court of competent jurisdiction for the appointment of a successor Trustee
with respect to such series. 


          (3)
The Trustee may be removed at any time with respect to the Securities of any
series by Act of the Holders of a majority in principal amount of the
Outstanding Securities of such series, delivered to the Trustee and the Company.
If an instrument of acceptance by a successor Trustee required by Section 609
shall not have been delivered to the Trustee within 30 days after the giving of
such notice of removal, the Trustee being removed may petition, at the expense
of the Company, any court of competent jurisdiction for the appointment of a
successor Trustee with respect to such series. 


          (4)
If at any time: 


	
  

 	
  

 
	
  

 	
           (a)
 the Trustee shall fail to comply with the obligations imposed upon it under
 Section 310(b) of the Trust Indenture Act with respect to Securities of any
 series after written request therefor by the Company or any Holder of a
 Security of such series who has been a bona fide Holder of a Security of such
 series for at least six months, or 

 
	
  

 	
  

 
	
  

 	
           (b)
 the Trustee shall cease to be eligible under Section 607 and shall fail to
 resign after written request therefor by the Company or any such Holder, or 

 


55









	
  

 	
  

 
	
  

 	
           (c)
 the Trustee shall become incapable of acting or shall be adjudged a bankrupt
 or insolvent or a receiver of the Trustee or of its property shall be
 appointed or any public officer shall take charge or control of the Trustee
 or of its property or affairs for the purpose of rehabilitation, conservation
 or liquidation, 

 



then, in any
such case, (i) the Company, by or pursuant to a Board Resolution, may remove
the Trustee with respect to all Securities or the Securities of such series, or
(ii) subject to Section 315(e) of the Trust Indenture Act, any Holder of a
Security who has been a bona fide Holder of a Security of such series for at
least six months may, on behalf of himself and all others similarly situated,
petition any court of competent jurisdiction for the removal of the Trustee
with respect to all Securities of such series and the appointment of a
successor Trustee or Trustees. 


          (5)
If the Trustee shall resign, be removed or become incapable of acting, or if a
vacancy shall occur in the office of Trustee for any cause, with respect to the
Securities of one or more series, the Company, by or pursuant to 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 609. If, within one year after such resignation,
removal or incapability, or the occurrence of such vacancy, a successor Trustee
with respect to the Securities of any series shall be appointed by Act of the
Holders of a majority in principal amount of the Outstanding Securities of such
series delivered to the Company and the retiring Trustee, the successor Trustee
so appointed shall, forthwith upon its acceptance of such appointment in
accordance with the applicable requirements of Section 609, become the
successor Trustee with respect to the Securities of such series and to that
extent supersede the successor Trustee appointed by the Company. If no
successor Trustee with respect to the Securities of any series shall have been
so appointed by the Company or the Holders of Securities and accepted appointment
in the manner required by Section 609, any Holder of a Security who has been a
bona fide Holder of a Security of such series for at least six months may, on
behalf of himself and all others similarly situated, petition any court of
competent jurisdiction for the appointment of a successor Trustee with respect
to the Securities of such series. 


          (6)
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 the
Holders of Registered Securities, if any, of such series as their names and
addresses appear in the Security Register and, if Securities of such series are
issued as Bearer Securities, by publishing notice of such event once in an
Authorized Newspaper in each Place of Payment located outside the United
States. Each notice shall include the name of the successor Trustee with
respect to the Securities of such series and the address of its Corporate Trust
Office. 


56






          Section
609. Acceptance of Appointment by Successor.



          (1)
Upon the appointment hereunder of any successor Trustee with respect to all
Securities, such successor Trustee so appointed shall execute, acknowledge and
deliver to the Company and 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 hereunder of the retiring Trustee; but, on the request of the Company or
such successor Trustee, such retiring Trustee, upon payment of its charges,
shall execute and deliver an instrument transferring to such successor Trustee
all the rights, powers and trusts of the retiring Trustee and, subject to
Section 1003, shall duly assign, transfer and deliver to such successor Trustee
all property and money held by such retiring Trustee hereunder, subject
nevertheless to its claim, if any, provided for in Section 606. 


          (2)
Upon the appointment hereunder of any successor Trustee with respect to the Securities
of one or more (but not all) series, the Company, the retiring Trustee and such
successor Trustee 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, such 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, 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 that no Trustee shall be responsible
for any notice given to, or received by, or any act or failure to act on the
part of any other Trustee hereunder, 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, such retiring Trustee
shall have no further responsibility for the exercise of rights and powers or
for the performance of the duties and obligations vested in the Trustee under
this Indenture with respect to the Securities of that or those series to which
the appointment of such successor Trustee relates other than as hereinafter
expressly set forth, 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 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 such successor Trustee, such retiring Trustee, upon
payment of its charges with respect to the Securities of that or those series
to which the appointment of such successor relates and subject to Section 1003
shall duly assign, transfer and deliver to such successor Trustee, to the
extent contemplated by such supplemental indenture, the 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,
subject to its claim, if any, provided for in Section 606. 


57





          (3)
Upon request of any Person appointed hereunder as a 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 (1) or (2) of this Section, as the case may be.



          (4)
No Person shall accept its appointment hereunder as a successor Trustee unless
at the time of such acceptance such successor Person shall be qualified and
eligible under this Article. 


          Section
610. Merger, Conversion, Consolidation or
Succession to Business. 


          Any
Corporation into which the Trustee may be merged or converted or with which it
may be consolidated, or any Corporation resulting from any merger, conversion
or consolidation to which the Trustee shall be a party, or any Corporation
succeeding to all or substantially all of the corporate trust business of the
Trustee, shall be the successor of the Trustee hereunder (provided that such
Corporation shall otherwise be 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 such successor 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. 


          Section
611. Appointment of Authenticating Agent. 


          The
Trustee may appoint one or more Authenticating Agents acceptable to the Company
with respect to one or more series of Securities which shall be authorized to
act on behalf of the Trustee to authenticate Securities of that or those series
issued upon original issue, exchange, registration of transfer, partial
redemption, partial repayment, partial conversion or exchange for Common Shares
or other securities or property, or pursuant to Section 306, and Securities so
authenticated shall be entitled to the benefits of this Indenture and shall be
valid and obligatory for all purposes as if authenticated by the Trustee
hereunder. Wherever reference is made in this Indenture to the authentication
and delivery of Securities by the Trustee or the Trustee’s certificate of
authentication, such reference shall be deemed to include authentication and
delivery on behalf of the Trustee by an Authenticating Agent and a certificate
of authentication executed on behalf of the Trustee by an Authenticating Agent.



          Each
Authenticating Agent shall be acceptable to the Company and, except as provided
in or pursuant to this Indenture, shall at all times be a Corporation that
would be permitted by the Trust Indenture Act to act as trustee under an
indenture qualified under the Trust Indenture Act, is authorized under applicable
law and by its charter to act as an Authenticating Agent and has a combined
capital and surplus (computed in accordance with Section 310(a)(2) of the Trust
Indenture Act) of at least $50,000,000. If at any time an Authenticating Agent
shall cease to be eligible in accordance with the provisions of this Section,
it shall resign immediately in the manner and with the effect specified in this
Section. 


58





          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 all or substantially all of the
corporate agency or corporate trust business of an Authenticating Agent, shall
be the successor of such Authenticating Agent hereunder, 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 at any time by giving written notice thereof to
the Trustee and the Company. The Trustee may at any time terminate the agency
of an Authenticating Agent by giving written notice thereof to such
Authenticating Agent and the Company. Upon receiving such a notice of
resignation or upon such a termination, or in case at any time such
Authenticating Agent shall cease to be eligible in accordance with the
provisions of this Section, the Trustee may appoint a successor Authenticating
Agent which shall be acceptable to the Company and shall (i) mail written
notice of such appointment by first-class mail, postage prepaid, to all Holders
of Registered Securities, if any, of the series with respect to which such
Authenticating Agent shall serve, as their names and addresses appear in the
Security Register, and (ii) if Securities of the series are issued as Bearer
Securities, publish notice of such appointment at least once in an Authorized Newspaper
in the place where such successor Authenticating Agent has its principal office
if such office is located outside the United States. Any successor
Authenticating Agent, upon acceptance of its appointment hereunder, shall
become vested with all the rights, powers and duties of its predecessor
hereunder, with like effect as if originally named as an Authenticating Agent.
No successor Authenticating Agent shall be appointed unless eligible under the
provisions of this Section. 


          The
Company agrees to pay each Authenticating Agent from time to time reasonable
compensation for its services under this Section. 


          The
provisions of Section 308, Section 603 and Section 604 shall be applicable to
each Authenticating Agent. 


          If
an Authenticating Agent is appointed with respect to one or more series of
Securities pursuant to this Section, the Securities of such series may have
endorsed thereon, in addition to or in lieu of the Trustee’s certificate of
authentication, an alternate certificate of authentication in substantially the
following form: 


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


	
  
 	
  
 	
  
 
	
  
 	
 WELLS FARGO
 BANK, NATIONAL ASSOCIATION,
 
	
  
 	
 As Trustee 
 
	
  
 	
  
 	
  
 
	
  
 	
 By: 
 	
  
 
	
  
 	
  
 	

 
 
	
  
 	
  
 	
 As
 Authenticating Agent
 
	 	 	 
	
  
 	
 By: 
 	
  
 
	
  
 	
  
 	

 
 
	
  
 	
  
 	
 Authorized
 Signatory
 


59







          If
all of the Securities of any 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 in writing (which writing need not be accompanied by
or contained in an Officers’ Certificate of the Company), shall appoint in
accordance with this Section an Authenticating Agent having an office in a
Place of Payment designated by the Company with respect to such series of
Securities. 


ARTICLE SEVEN


HOLDERS LISTS AND REPORTS BY TRUSTEE AND
COMPANY


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


          In
accordance with Section 312(a) of the Trust Indenture Act, the Company shall
furnish or cause to be furnished to the Trustee 


          (1)
semi-annually with respect to Securities of each series not later than 15 days
after each Regular Record Date or upon such other dates as are set forth in or
pursuant to the Board Resolution or indenture supplemental hereto authorizing
such series, a list, in each case in such form as the Trustee may reasonably
require, of the names and addresses of Holders as of the applicable date, and 


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


          provided,
however, that so long as the Trustee is the Security Registrar no such list
shall be required to be furnished. 


          Section
702. Preservation of Information;
Communications to Holders. 


          The
Trustee shall comply with the obligations imposed upon it pursuant to Section
312 of the Trust Indenture Act. 


          Every
Holder of Securities or Coupons, by receiving and holding the same, agrees with
the Company and the Trustee that none of the Company, the Trustee, any Paying
Agent or any Security Registrar shall be held accountable by reason of the
disclosure of any such information as to the names and addresses of the Holders
of Securities in accordance with Section 312(c) of the Trust Indenture Act,
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 312(b) of the Trust Indenture Act. 


60






          Section
703. Reports by Trustee. 


          (1)
Within 60 days after May 15 of each year commencing with the first May 15
following the first issuance of Securities pursuant to Section 301, if required
by Section 313(a) of the Trust Indenture Act, the Trustee shall transmit,
pursuant to Section 313(c) of the Trust Indenture Act, a brief report dated as
of such May 15 with respect to any of the events specified in said Sections
313(a) and 313(b)(2) which may have occurred since the later of the immediately
preceding May 15 and the date of this Indenture. 


          (2)
The Trustee shall transmit the reports required by Section 313(a) of the Trust
Indenture Act at the times specified therein. 


          (3)
Reports pursuant to this Section shall be transmitted in the manner and to the
Persons required by Sections 313(c) and 313(d) of the Trust Indenture Act. 


          (4)
A copy of each such report shall, at the time of such transmission to Holders,
be filed by the Trustee with each stock exchange, if any, upon which the
Securities are listed, with the Commission and with the Company. The Company
will promptly notify the Trustee in writing when the Securities are listed on
any stock exchange and of any delisting thereof. 


          Section
704. Reports by Company. 


          The
Company, pursuant to Section 314(a) of the Trust Indenture Act, shall: 


          (1)
file with the Trustee, within 15 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)
which the Company may be required to file with the Commission pursuant to
Section 13 or Section 15(d) of the Exchange Act; 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 which may
be required pursuant to Section 13 of the Exchange Act 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 from time to time 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 within 30 days after the filing thereof with the Trustee, in the
manner and to the extent provided in Section 313(c) of the Trust Indenture Act,
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. 


61





          (4)
Delivery of such reports, information and documents to the Trustee is for
informational purposes only and the Trustee’s receipt of such shall not
constitute constructive notice of any information contained therein or
determinable from information contained therein, including the Company’s
compliance with any of its covenants hereunder (as to which the Trustee is
entitled to rely exclusively on Officers’ Certificates). 


ARTICLE EIGHT


CONSOLIDATION, MERGER AND SALES


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


          The
Company shall not, in any transaction or series of related transactions,
consolidate with, or sell, lease or convey all or substantially all of its
property and assets to, or merge with or into, any Person unless: 


          (1)
either (A) the Company shall be the continuing Person (in the case of a merger)
or (B) the successor Person (if other than the Company) formed by or resulting
from the consolidation or merger or which shall have received the transfer of
assets shall be an entity organized and existing under the laws of the United
States of America, any state thereof or the District of Columbia and shall expressly
assume the due and punctual payment of the principal of, premium, if any, and
interest, if any, on, and Additional Amounts, if any, with respect to, all
Securities Outstanding under this Indenture and the due and punctual
performance and observance of all covenants and conditions in such Outstanding
Securities and this Indenture to be performed or satisfied by the Company
(including, without limitation, the obligation to convert or exchange any
Securities that are convertible into or exchangeable for other securities or
property in accordance with the provisions of such Securities and this
Indenture) by a supplemental indenture reasonably satisfactory in form to the
Trustee; 


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


          (3)
either the Company or the successor Person shall have delivered to the Trustee
an Officers’ Certificate and an Opinion of Counsel, each stating that such
consolidation, merger, sale, assignment, transfer, lease or other conveyance
and, if a supplemental indenture is required in connection with such
transaction, such supplemental indenture comply with this Article and that all
conditions precedent herein provided for relating to such transaction have been
complied with. 


          Section
802. Successor Person Substituted for
Company. 


          In
the case of any such consolidation, sale, lease, conveyance or merger in which
the Company is not the continuing entity and upon execution and delivery by the
successor Person of the supplemental indenture described in Section 801, such
successor Person shall succeed to, and be substituted for, the Company and may
exercise every right and power of, the Company under this Indenture with the
same effect as if such successor Person had been named as the 


62





Company
herein, and the predecessor Company shall be automatically released and
discharged from all obligations and covenants under this Indenture, the
Securities and the Coupons. 


ARTICLE NINE


SUPPLEMENTAL INDENTURES


          Section
901. Supplemental Indentures without Consent
of Holders. 


          Without
the consent of any Holders of Securities or Coupons, the Company (when
authorized by or pursuant to a Board Resolution) and the Trustee, at any time
and from time to time, may enter into one or more indentures supplemental
hereto, in form reasonably 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 contained 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 (as shall be specified in such supplemental indenture
or indentures) or to surrender any right or power herein conferred upon the
Company with respect to all or any series of Securities issued under this
Indenture (as shall be specified in such supplemental indenture or indentures);
or 


          (3)
to add to or change any of the provisions of this Indenture to facilitate the
issuance of Bearer Securities, to provide that Bearer Securities may be
registrable as to principal, to change or eliminate any restrictions on the
payment of principal of, any premium or interest on or any Additional Amounts
with respect to Securities, to permit Bearer Securities to be issued in
exchange for Registered Securities, to permit Bearer Securities to be exchanged
for Bearer Securities of other authorized denominations or to permit or
facilitate the issuance of Securities in uncertificated or global form,
provided any such action shall not adversely affect the interests of the
Holders of Securities of any series then Outstanding or any Coupons
appertaining thereto; or 


          (4)
to establish the form or terms of Securities of any series and any Coupons
appertaining thereto as permitted by Section 201 and Section 301, including,
without limitation, any conversion or exchange provisions applicable to
Securities which are convertible into or exchangeable for other securities or
property, and to make any deletions from or additions or changes to this Indenture
in connection with any matters referred to in this clause (4) (provided that
any such deletions, additions and changes shall not be applicable to any other
series of Securities then Outstanding); or 


          (5)
to evidence and provide for the acceptance of appointment hereunder by a
successor Trustee with respect to the Securities of one or more series and to
add to or change any of the provisions of this Indenture as shall be necessary
to provide for or facilitate the administration of the trusts hereunder by more
than one Trustee, pursuant to the requirements of Section 609; or 


63





          (6)
to cure any ambiguity or to correct or supplement any provision herein which
may be defective or which may be inconsistent with any other provision herein, or
to make any other provisions with respect to matters or questions arising under
this Indenture which shall not adversely affect the interests of the Holders of
Securities of any series then Outstanding or any Coupons appertaining thereto
in any material respect; or 


          (7)
to add any additional Events of Default with respect to all or any series of
Securities (as shall be specified in such supplemental indenture); or 


          (8)
to supplement any of the provisions of this Indenture to such extent as shall
be necessary to permit or facilitate the defeasance, covenant defeasance and/or
satisfaction and discharge of any series of Securities pursuant to Article
Four, provided that any such action shall not adversely affect the interests of
any Holder of a Security of such series and any Coupons appertaining thereto or
any other Security or Coupon in any material respect; or 


          (9)
to add to or change or eliminate any provisions of this Indenture as shall be
necessary or desirable in accordance with any amendments to the Trust Indenture
Act; or 


          (10)
to make any change in this Indenture, or Supplemental Indenture, or any
Securities to conform the terms thereof to any provision of the description of
a series of any Securities in any prospectus, prospectus supplement, offering
memorandum or similar offering document used in connection with the initial
offering or sale of any Securities to the extent that such provision in such
description was intended to be a substantially verbatim recitation of a
provision of the indenture or the notes; or 


          (11)
in the case of any series of Securities which are convertible into or
exchangeable for Common Shares or other securities or property, to safeguard or
provide for the conversion or exchange rights, as the case may be, of such
Securities in the event of any reclassification or change of outstanding Common
Shares (or any other securities of the Company into which such Securities are
convertible or for which such Securities are exchangeable), or in the event of
any merger, consolidation, statutory share exchange or combination of the
Company with or into another Person or any sale, lease, assignment, transfer,
disposition or other conveyance of all or substantially all of the properties
and assets of the Company to any other Person or other similar transactions, if
expressly required by the terms of such series of Securities established
pursuant to Section 301; or 


          (12)
to secure the Securities; or 


          (13)
to amend or supplement any provision contained herein, in any supplemental
indenture or in any Securities (which amendment or supplement may apply to one
or more series of Securities or to one or more Securities within any series as
specified in such supplemental indenture), provided that such amendment or
supplement does not apply to any Outstanding Security issued prior to the date
of such supplemental indenture and entitled to the benefits of such provision. 


64






          Section
902. Supplemental Indentures with Consent of
Holders. 


          With
the consent of the Holders of not less than a majority in principal amount of
the Outstanding Securities of each series affected by such supplemental
indenture, by Act of said Holders delivered to the Company and the Trustee, the
Company (when authorized by or pursuant to a Board Resolution) and the Trustee
may enter into an indenture or indentures supplemental hereto for the purpose
of adding any provisions to or changing in any manner or eliminating any of the
provisions of this Indenture or of the Securities of such series or of
modifying in any manner the rights of the Holders of Securities of such series
under this Indenture; provided, that no such supplemental indenture, without
the consent of the Holder of each Outstanding Security affected thereby, shall 


          (1)
change the Stated Maturity of the principal of, or premium, if any, or any
installment of interest, if any, on, or any Additional Amounts, if any, with
respect to, any Security, or reduce the principal amount thereof or the
premium, if any, thereon or the rate (or modify the calculation of such rate)
of interest thereon, or reduce the amount payable upon redemption thereof,
whether such redemption is mandatory or at the option of the Company, or upon
repayment thereof at the option of the Holder, or reduce any Additional Amounts
payable with respect thereto, or change the obligation of the Company to pay
Additional Amounts pursuant to Section 1004 (except as contemplated by Section
801(1) and permitted by Section 901(1)), or reduce the amount of the principal
of any Original Issue Discount Security that would be due and payable upon a
declaration of acceleration of the Maturity thereof pursuant to Section 502 or
the amount thereof provable in bankruptcy pursuant to Section 504, or adversely
affect the right of repayment at the option of any Holder as contemplated by
Article Thirteen, or change the Place of Payment where or the Currency in which
the principal of, any premium or interest on, or any Additional Amounts with
respect to any Security 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 pursuant to Article Thirteen at the option of the Holder, on or
after the date for repayment) in each case as such Stated Maturity, Redemption
Date or date for repayment may, if applicable, be extended in accordance with
the terms of such Security or any Coupon appertaining thereto, or in the case
of any Security which is convertible into or exchangeable for other securities
or property, impair the right to institute suit to enforce the right to convert
or exchange such Security in accordance with its terms, or 


          (2)
reduce the percentage in principal amount of the Outstanding Securities of any
series, the consent of whose Holders is required for any such supplemental
indenture, or the consent of whose Holders is required for any waiver (of
compliance with certain provisions of this Indenture or certain defaults
hereunder and their consequences) provided for in Section 513 or Section 1106
of this Indenture, or reduce the requirements of Section 1504 for quorum or
voting, or 


          (3)
make any change that adversely affects the right, if any, to convert or
exchange any Security for Common Shares or other securities or property in
accordance with its terms, or 


          (4)
modify any of the provisions of this Section, Section 513 or Section 1006, 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. 


65





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


          Anything
in this Indenture to the contrary notwithstanding, if more than one series of
Securities is Outstanding, the Company shall be entitled to enter into a
supplemental indenture under this Section 902 with respect to any one or more
series of Outstanding Securities without entering into a supplemental indenture
with respect to any other series of Outstanding Securities. 


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


          Section
903. Execution of Supplemental Indentures. 


          As
a condition to executing, or accepting the additional trusts created by, any
supplemental indenture permitted by this Article or the modifications thereby
of the trust created by this Indenture, the Trustee shall receive, and (subject
to Sections 315(a) through 315(d) of the Trust Indenture Act) shall be fully
protected in conclusively relying upon, an Officers’ Certificate and Opinion of
Counsel to the effect that the execution of such supplemental indenture is
authorized or permitted by this Indenture and that such supplemental indenture
has been duly authorized, executed and delivered by, and is a valid, binding
and enforceable obligation of, the Company, subject to customary exceptions.
The Trustee may, but shall not be obligated to, enter into any such
supplemental indenture which affects the Trustee’s own rights, duties or
immunities under this Indenture or otherwise. 


          Section
904. Effect of Supplemental Indentures. 


          Upon
the execution of any supplemental indenture under this Article, this Indenture
shall be modified in accordance therewith, and such supplemental indenture
shall form a part of this Indenture for all purposes; and every Holder of a
Security theretofore or thereafter authenticated and delivered hereunder and of
any Coupon appertaining thereto shall be bound thereby. 


          Section
905. Reference in Securities to Supplemental
Indentures. 


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


66






          Section
906. 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. 


ARTICLE TEN


COVENANTS


          Section
1001. Payment of Principal, Premium,
Interest and Additional Amounts. 


          The
Company covenants and agrees for the benefit of the Holders of the Securities
of each series that it will duly and punctually pay the principal of, any
premium and interest on and any Additional Amounts with respect to the
Securities of such series, whether payable in cash, Common Shares or other
securities or property, in accordance with the terms thereof, any Coupons
appertaining thereto and this Indenture. Any interest due on any Bearer
Security on or before the Maturity thereof, and any Additional Amounts payable
with respect to such interest, shall be payable only upon presentation and
surrender of the Coupons appertaining thereto for such interest as they
severally mature. 


          Section
1002. Maintenance of Office or Agency. 


          The
Company shall maintain in each Place of Payment for any series of Securities an
Office or Agency where Securities of such series (but not Bearer Securities,
except as otherwise provided below, unless such Place of Payment is located
outside the United States) may be presented or surrendered for payment, where
Securities of such series may be surrendered for registration of transfer or
exchange, where Securities of such series that are convertible or exchangeable
may be surrendered for conversion or exchange, and where notices and demands to
or upon the Company in respect of the Securities of such series relating thereto
and this Indenture may be served. If Securities of a series are issuable as
Bearer Securities, the Company shall maintain, subject to any laws or
regulations applicable thereto, an Office or Agency in a Place of Payment for
such series which is located outside the United States where Securities of such
series and any Coupons appertaining thereto may be presented and surrendered
for payment; provided, however, that if the Securities of such series are
listed on any stock exchange located outside the United States and such stock
exchange shall so require, the Company shall maintain a Paying Agent in a city
located outside the United States required by such stock exchange, so long as
the Securities of such series are listed on such exchange. The Company will give
prompt written notice to the Trustee of the location, and any change in the
location, of such Office or Agency. If at any time the Company shall fail to
maintain any such required Office or Agency or shall fail to furnish the
Trustee with the address thereof, such presentations, surrenders, notices and
demands may be made or served at the Corporate Trust Office of the Trustee,
except that Bearer Securities of such series and any Coupons appertaining
thereto may be presented and surrendered for payment at the place specified for
the purpose with respect to such Securities as provided in or pursuant to this
Indenture, and the Company hereby appoints the Trustee as its agent to receive
all such presentations, surrenders, notices and demands. 


          Except
as otherwise provided in or pursuant to this Indenture, no payment of
principal, premium, interest or Additional Amounts with respect to Bearer
Securities shall be made at any Office or Agency in the United States or by
check mailed to any address in the United States or 


67





by transfer to
an account maintained with a bank located in the United States; provided,
however, if amounts owing with respect to any Bearer Securities shall be
payable in Dollars, payment of principal of, any premium or interest on and any
Additional Amounts with respect to any such Security may be made at the
Corporate Trust Office of the Trustee or any Office or Agency designated by the
Company in the United States designated for such purpose, if (but only if)
payment of the full amount of such principal, premium, interest or Additional
Amounts at all offices outside the United States maintained for such purpose by
the Company in accordance with this Indenture is illegal or effectively
precluded by exchange controls or other similar restrictions (in which case the
Company shall so notify the Trustee in writing). 


          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 obligations to maintain an Office or
Agency in each Place of Payment for Securities of any series for such purposes.
The Company shall 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. 


          Unless
otherwise provided in or pursuant to this Indenture (including, without
limitation, pursuant to Section 301 with respect to the Securities of any
series), the Company hereby designates the place where the Trustee shall from
time to time maintain its Corporate Trust Office as the Company’s Office or
Agency for such purpose and initially appoints the Trustee as the Security
Registrar for each series of Securities and, if the Securities of any series
are convertible into or exchangeable for Common Shares or other securities or property,
initially appoints the Trustee as conversion or exchange agent, as the case may
be, for the Securities of such series. The Company may subsequently appoint a
different or additional Office or Agency and, as provided in Section 305, may
remove and replace from time to time the Security Registrar. 


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


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


          Whenever
the Company shall have one or more Paying Agents for any series of Securities,
it shall, on or prior to each due date of the principal of, or any premium or
interest on or any Additional Amounts with respect to, any Securities of such
series, deposit with any Paying Agent a sum (in the Currency or Currencies
described in the preceding paragraph) sufficient to pay the principal, premium,
interest and Additional Amounts, as the case may be, so becoming due, such sum
to be held in trust for the benefit of the Persons entitled thereto, and 


68





(unless such
Paying Agent is the Trustee) the Company will promptly notify the Trustee of
its action or failure so to act. 


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


          (1)
hold all sums held by it for the payment of the principal of, any premium or
interest on or any Additional Amounts with respect to Securities of such series
in trust for the benefit of the Persons entitled thereto until such sums shall
be paid to such Persons or otherwise disposed of as provided in or pursuant to
this Indenture; 


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


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


To the extent
that the terms of any Securities established pursuant to Section 301 provide
that any principal of, or premium or interest, if any, on or any Additional
Amounts with respect to any such Securities is or may be payable in Common
Shares or other securities or property, then the provisions of this Section
1003 shall apply, mutatis mutandis, to such Common Shares or other securities
or property.  


          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
terms 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 sums. 


          Except
as otherwise provided herein or pursuant hereto, any money deposited with the
Trustee or any Paying Agent, or then held by the Company, in trust for the
payment of the principal of, any premium or interest on or any Additional
Amounts with respect to any Security of any series or any Coupon appertaining
thereto and remaining unclaimed for two years after such principal or such
premium or interest or Additional Amount shall have 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
or any Coupon appertaining thereto shall thereafter, as an unsecured general
creditor, look only to the Company for payment thereof, and all liability of
the Trustee or such Paying Agent with respect to such trust money, 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, not later than 30 days after the Company’s request for
such repayment, at the expense of the Company cause to be published once, in an
Authorized Newspaper in each Place of Payment for such series or to be mailed
to Holders of Registered Securities of such series, or both, notice that such
money remains unclaimed and that, after a date specified therein, which shall
not be less 


69





than 30 days
from the date of such publication or mailing nor shall it be earlier than two
years after such principal and any premium or interest or Additional Amounts
shall have become due and payable, any unclaimed balance of such money then
remaining will be repaid to the Company. 


          Section
1004. Additional Amounts. 


          If
any Securities of a series provide for the payment of Additional Amounts by the
Company, the Company agrees to pay to the Holder of any such Security or any
Coupon appertaining thereto Additional Amounts as provided in or pursuant to
this Indenture or such Securities. Whenever in this Indenture there is
mentioned, in any context, the payment of the principal of or any premium or
interest on, or in respect of, any Security of any series or any Coupon, such
mention shall be deemed to include mention of the payment of Additional Amounts
provided by the terms of such series established hereby or pursuant hereto to
the extent that, in such context, Additional Amounts are, were or would be
payable in respect thereof pursuant to such terms, and express mention of the
payment of Additional Amounts (if applicable) in any provision hereof shall not
be construed as excluding Additional Amounts in those provisions hereof where
such express mention is not made. 


          Section
1005. Legal Existence. 


          Subject
to Article Eight, the Company shall do or cause to be done all things necessary
to preserve and keep in full force and effect its legal existence as any type
of Corporation (it being understood that nothing in this Section 1005 shall
prohibit the Company from changing its legal form from one type of Corporation
to another type of Corporation). 


          Section
1006. Waiver of Certain Covenants. 


          The
Company may omit in any particular instance to comply with any term, provision
or condition set forth in Section 801, Section 802, Section 1002, Section 1003
or Section 1005 with respect to the Securities of any series and, if expressly
provided pursuant to Section 301 with respect to the Securities of such series,
any additional covenants applicable to the Securities of such series if before
the time for such compliance the Holders of at least a majority in principal
amount of the Outstanding Securities of such series, by Act of such Holders,
either shall waive such compliance in such instance or generally shall have
waived compliance with such term, provision or condition, but no such waiver
shall extend to or affect such term, provision or condition except to the
extent so expressly waived, and, until such waiver shall become effective, the
obligations of the Company and the duties of the Trustee in respect of any such
term, provision or condition shall remain in full force and effect. 


          Section
1007. Company Statement as to Compliance. 


          The
Company shall deliver to the Trustee, within 120 days after the end of each
fiscal year, a written statement (which need not be contained in or accompanied
by an Officers’ Certificate) signed by the principal executive officer, the
principal financial officer or the principal accounting officer of the Company,
stating whether or not, to the best of his or her knowledge, the Company is in
default in the performance and observance of any of the terms, provisions and
conditions of this Indenture (without regard to notice requirements or periods
of 


70





grace) and if
the Company shall be in default, specifying all such defaults and the nature
and status thereof of which he or she may have knowledge. 


          Section
1008. Calculation of Original Issue
Discount. 


                    The
Company shall file with the Trustee promptly at the end of each calendar year
(i) a written notice specifying the amount of original issue discount
(including daily rates and accrual periods) accrued on Outstanding Securities
as of the end of such year and (ii) such other specific information relating to
such original issue discount as may then be relevant under the Internal Revenue
Code of 1986, as amended from time to time. 


ARTICLE ELEVEN


REDEMPTION OF SECURITIES


          Section
1101. Applicability of Article. 


          Redemption
of Securities of any series at the option of the Company as permitted or
required by the terms of such Securities shall be made in accordance with the
terms of such Securities and (except as otherwise provided herein or pursuant
hereto) this Article. 


          Section
1102. Election to Redeem; Notice to Trustee.



          The
election of the Company to redeem any Securities shall be evidenced by or
pursuant to a Board Resolution. In case of any redemption at the election of
the Company of less than all of the Securities of any series, the Company
shall, at least 60 days prior to the Redemption Date fixed by the Company
(unless a shorter notice shall be satisfactory to the Trustee), notify the
Trustee of such Redemption Date and of the principal amount of Securities of
such series to be redeemed and, in the event that the Company shall determine
that the Securities of any series to be redeemed shall be selected from
Securities of such series having the same issue date, interest rate or interest
rate formula, Stated Maturity and other terms (the “Equivalent Terms”), the
Company shall notify the Trustee of such Equivalent Terms. 


          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 which
is subject to a condition specified in the terms of such Securities or
elsewhere in this Indenture, the Company shall furnish to the Trustee an
Officers’ Certificate evidencing compliance with such restriction or condition.



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


          If
less than all of the Securities of any series are to be redeemed or if less than
all of the Securities of any series with Equivalent Terms are to be redeemed,
the particular Securities to be redeemed shall be selected not more than 60
days prior to the Redemption Date by the Trustee from the Outstanding
Securities of such series or from the Outstanding Securities of such series
with Equivalent Terms, as the case may be, not previously called for
redemption, by such method as the Trustee shall deem fair and appropriate and
which may provide for the selection for redemption of portions of the principal
amount of Registered Securities of such series; 


71





provided,
however, that no such partial redemption shall reduce the portion of the
principal amount of a Security of such series not redeemed to less than the
minimum denomination for a Security of such series established herein or
pursuant hereto. 


          The
Trustee shall promptly notify the Company and the Security Registrar (if other
than itself) 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 of such Securities which has been or is to be redeemed. 


          Unless
otherwise specified in or pursuant to this Indenture or the Securities of any
series or in a notice of redemption, if any Security selected for partial
redemption is converted or exchanged for Common Shares or other securities or
property in part before termination of the conversion or exchange right with
respect to the portion of the Security so selected, the converted or exchanged
portion of such Security shall be deemed (so far as may be) to be the portion
selected for redemption. Securities which have been converted or exchanged
during a selection of Securities to be redeemed shall be treated by the Trustee
as Outstanding for the purpose of such selection. 


          Section
1104. Notice of Redemption. 


          Notice
of redemption shall be given in the manner provided in Section 106, not less
than 30 nor more than 60 days prior to the Redemption Date, unless a shorter
period is specified in the Securities to be redeemed, to the Holders of
Securities to be redeemed. Failure to give notice by mailing in the manner
herein provided to the Holder of any Registered Securities designated for
redemption as a whole or in part, or any defect in the notice to any such
Holder, shall not affect the validity of the proceedings for the redemption of
any other Securities or portions thereof. 


          Any
notice that is mailed to the Holder of any Registered Securities in the manner
herein provided shall be conclusively presumed to have been duly given, whether
or not such Holder receives the notice. 


          All
notices of redemption shall state: 


          (1)
the Redemption Date, 


          (2)
the Redemption Price or, if applicable, the manner in which the Redemption
Price will be determined, 


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


          (4)
that, in case any Security is to be redeemed in part only, on and after the
Redemption Date, upon surrender of such Security, the Holder of such Security
will receive, 


72





without
charge, a new Security or Securities of authorized denominations for the
principal amount thereof remaining unredeemed, 


          (5)
that, on the Redemption Date, the Redemption Price shall become due and payable
upon each such Security or portion thereof to be redeemed, together (if
applicable) with accrued and unpaid interest, if any, thereon (subject, if
applicable, to the provisos to the first paragraph of Section 1106), and, if
applicable, that interest thereon shall cease to accrue on and after said date,



          (6)
the place or places where such Securities, together (in the case of Bearer
Securities) with all Coupons appertaining thereto, if any, maturing after the
Redemption Date, are to be surrendered for payment of the Redemption Price and any
accrued interest and Additional Amounts pertaining thereto, 


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


          (8)
that, unless otherwise specified in such notice, Bearer Securities of any
series, if any, surrendered for redemption must be accompanied by all Coupons
maturing subsequent to the date fixed for redemption or the amount of any such
missing Coupon or Coupons will be deducted from the Redemption Price, unless
security or indemnity satisfactory to the Company, the Trustee and any Paying
Agent is furnished, 


          (9)
if Bearer Securities of any series are to be redeemed and any Registered
Securities of such series are not to be redeemed, and if such Bearer Securities
may be exchanged for Registered Securities not subject to redemption on the
Redemption Date pursuant to Section 305 or otherwise, the last date, as
determined by the Company, on which such exchanges may be made, 


          (10)
in the case of Securities of any series that are convertible or exchangeable
into Common Shares or other securities or property, the then current conversion
or exchange price or rate, the date or dates on which the right to convert or
exchange the principal of the Securities of such series to be redeemed will
commence or terminate, as applicable, and the place or places where and the
Persons to whom such Securities may be surrendered for conversion or exchange, 


          (11)
the CUSIP number of such Securities, if any, and 


          (12)
if the Redemption Price or any portion thereof shall be payable, at the option
of the Company, in cash or in Common Shares or other securities or property (or
a combination thereof), a statement as to whether the Company has elected to
pay the Redemption Price in cash or Common Shares or other securities or
property or a combination thereof and, if applicable, the portion of the
Redemption Price that is to be paid in cash, Common Shares or other securities
or property. 


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


73






          Notice
of redemption of Securities to be redeemed at the election of the Company shall
be given by the Company or, at the Company’s request and expense, by the
Trustee in the name and at the expense of the Company. 


          Section
1105. Deposit of Redemption Price. 


          On
or prior to 10:00a.m., New York City time, on any Redemption Date, the Company
shall deposit, with respect to the Securities of any series called for
redemption pursuant to Section 1104, with the Trustee or with a Paying Agent
(or, if the Company is acting as its own Paying Agent, segregate and hold in
trust as provided in Section 1003) an amount of money in the applicable
Currency or, if the Redemption Price shall be payable in cash, securities
and/or other property, an amount of money in the applicable Currency,
securities and/or other property, as the case may be, sufficient to pay the
Redemption Price of, and (unless otherwise specified pursuant to Section 301
with respect to the Securities of such series) any accrued interest on, all
such Securities or portions thereof which are to be redeemed on that date,
except that, if the Securities of such series are convertible or exchangeable
into Common Shares or other securities or property, no such deposit shall be
required (unless otherwise specified pursuant to Section 301 with respect to
the Securities of such series) with respect to any such Securities (or portions
thereof) which have been converted or exchanged prior to such Redemption Date. 


          Section
1106. Securities Payable on Redemption Date.



          Notice
of redemption having been given as aforesaid, the Securities so to be redeemed
(except, in the case of Securities which are convertible or exchangeable into
Common Shares or other securities or property, any such Securities which shall
have been so converted or exchanged prior to the applicable Redemption Date)
shall, on the Redemption Date, become due and payable at the Redemption Price
therein specified, together with (unless otherwise provided with respect to the
Securities of such series pursuant to Section 301) accrued and unpaid interest,
if any, thereon and from and after such date (unless the Company shall default
in the payment of the Redemption Price and accrued interest, if any) such
Securities shall cease to bear interest and the Coupons for such interest
appertaining to any Bearer Securities so to be redeemed, except to the extent
provided below, shall be void. Upon surrender of any such Security for
redemption in accordance with said notice, together with all Coupons, if any,
appertaining thereto maturing after the Redemption Date, such Security shall be
paid by the Company at the Redemption Price, together with, unless otherwise
provided in or pursuant to this Indenture, any accrued and unpaid interest
thereon and Additional Amounts with respect thereto to but excluding the
Redemption Date; provided, however, that, except as otherwise provided in or
pursuant to this Indenture or the Bearer Securities of such series,
installments of interest on Bearer Securities whose Stated Maturity is on or
prior to the Redemption Date shall be payable only upon presentation and
surrender of Coupons for such interest (at an Office or Agency located outside
the United States except as otherwise provided in Section 1002), and provided,
further, that, except as otherwise specified in or pursuant to this Indenture
or the Registered Securities of such series, installments of interest on
Registered Securities whose Stated Maturity is on or prior to the Redemption Date
shall be payable to the Holders of such Securities, or one or more Predecessor
Securities, registered as such at the close of business on the Regular Record
Dates therefor according to their terms and the provisions of Section 307. 


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          If
any Bearer Security surrendered for redemption shall not be accompanied by all
appurtenant Coupons maturing after the Redemption Date, such Security may be
paid after deducting from the Redemption Price or, at the option of the
Company, after payment to the Trustee for the benefit of the Company of, an
amount equal to the face amount of all such missing Coupons, or the surrender
of such missing Coupon or Coupons may be waived by the Company and the Trustee
if there be furnished to them such security or indemnity as they may require to
save each of them and any Paying Agent harmless from and against any and all
loss, liability or expense. If thereafter the Holder of such Security shall
surrender to the Trustee or any Paying Agent any such missing Coupon in respect
of which a deduction shall have been made from the Redemption Price, such
Holder shall be entitled to receive the amount so deducted; provided, however,
that any interest or Additional Amounts represented by Coupons shall be payable
only upon presentation and surrender of those Coupons at an Office or Agency
for such Security located outside of the United States except as otherwise
provided in Section 1002. 


          If
any Security called for redemption shall not be so paid upon surrender thereof
for redemption, the principal and any premium, until paid, shall bear interest
from the Redemption Date at the rate prescribed therefor in the Security or, if
no rate is prescribed therefor in the Security, at the rate of interest, if
any, borne by such Security. 


          Section
1107. Securities Redeemed in Part. 


          Any
Registered Security which is to be redeemed only in part shall be surrendered
at any Office or Agency for such Security (with, if the Company or the Trustee
so requires, due endorsement by, or a written instrument of transfer in form
satisfactory to the Company and the Trustee duly executed by, the Holder
thereof or his attorney duly authorized in writing) and the Company shall
execute and the Trustee shall authenticate and deliver to the Holder of such
Security without service charge, a new Registered Security or Securities of the
same series, containing identical terms and provisions, of any authorized
denomination as requested by such Holder in aggregate principal amount equal to
and in exchange for the unredeemed portion of the principal of the Security so
surrendered. If a Security in global form is so surrendered, the Company shall
execute, and the Trustee shall authenticate and deliver to the Depository for
such Security in global form as shall be specified in the Company Order with
respect thereto to the Trustee, without service charge, a new Security in
global form in a denomination equal to and in exchange for the unredeemed
portion of the principal of the Security in global form so surrendered. 


ARTICLE TWELVE


SINKING FUNDS


          Section
1201. Applicability of Article. 


          The
provisions of this Article shall be applicable to any sinking fund for the
retirement of Securities of a series, except as otherwise permitted or required
in or pursuant to this Indenture or any Security of such series issued pursuant
to this Indenture. 


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          The
minimum amount of any sinking fund payment provided for by the terms of
Securities of any series is herein referred to as a “mandatory sinking fund
payment”, and any payment in excess of such minimum amount provided for by the
terms of Securities of such series is herein referred to as an “optional
sinking fund payment”. If provided for by the terms of Securities of any
series, 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 any series as provided for by the terms of
Securities of such series and this Indenture. 


          Section
1202. Satisfaction of Sinking Fund Payments
with Securities. 


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


          Section
1203. Redemption of Securities for Sinking
Fund. 


          Not
less than 75 days prior to each sinking fund payment date for any series of
Securities, the Company shall deliver to the Trustee an Officers’ Certificate
specifying the amount of the next ensuing mandatory sinking fund payment for
that series pursuant to the terms of that series, the portion thereof, if any,
which is to be satisfied by payment of cash and the portion thereof, if any,
which is to be satisfied by delivering and crediting of Securities of that
series pursuant to Section 1202, and the optional amount, if any, to be added
in cash to the next ensuing mandatory sinking fund payment, and will also
deliver to the Trustee any Securities to be so credited and not theretofore
delivered. If such Officers’ Certificate shall specify an optional amount to be
added in cash to the next ensuing mandatory sinking fund payment, the Company
shall thereupon be obligated to pay the amount therein specified. Not less than
60 days before each such sinking fund payment date the Trustee shall select the
Securities to be redeemed upon such 


76





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 Section 1106 and Section 1107. 


ARTICLE THIRTEEN


REPAYMENT AT THE OPTION OF HOLDERS


          Section
1301. Applicability of Article. 


          Securities
of any series which are repayable at the option of the Holders thereof before
their Stated Maturity shall be repaid in accordance with the terms of the
Securities of such series. The repayment of any principal amount of Securities
pursuant to such option of the Holder to require repayment of Securities before
their Stated Maturity, for purposes of Section 309, shall not operate as a
payment, redemption or satisfaction of the indebtedness represented by such
Securities unless and until the Company, at its option, shall deliver or
surrender the same to the Trustee with a directive that such Securities be
cancelled. Notwithstanding anything to the contrary contained in this Section
1301, in connection with any repayment of Securities, the Company may arrange
for the purchase of any Securities by an agreement with one or more investment
bankers or other purchasers to purchase such Securities by paying to the
Holders of such Securities on or before the applicable repayment date an amount
not less than the repayment price payable by the Company on repayment of such
Securities, and the obligation of the Company to pay the repayment price of
such Securities shall be satisfied and discharged to the extent such payment is
so paid by such purchasers. 


          Unless
otherwise expressly stated in this Indenture or pursuant to Section 301 with
respect to the Securities of any series or unless the context otherwise
requires, all references in this Indenture to the repayment of Securities at
the option of the Holders thereof (and all references of like import) shall be
deemed to include a reference to the repurchase or redemption of Securities at
the option of the Holders thereof. 


ARTICLE FOURTEEN


SECURITIES IN FOREIGN CURRENCIES


          Section
1401. Applicability of Article. 


          Whenever
this Indenture provides for (i) any action by, or the determination of any of
the rights of, Holders of Securities of any series in which not all of such
Securities are denominated in the same Currency or (ii) any distribution to
Holders of Securities of any series in which not all of such Securities are
denominated in the same Currency, in the absence of any provision to the
contrary in or pursuant to this Indenture or the Securities of such series, any
amount in respect of any Security denominated in a Currency other than Dollars
shall be treated for any such action, determination or distribution as that
amount of Dollars that could be obtained for such amount on such reasonable
basis of exchange and as of the record date with respect to 


77





Registered
Securities of such series (if any) for such action, determination or
distribution (or, if there shall be no applicable record date, such other date
reasonably proximate to the date of such distribution) as the Company may
specify in a written notice to the Trustee. 


ARTICLE FIFTEEN


MEETINGS OF HOLDERS OF SECURITIES


          Section
1501. Purposes for Which Meetings May Be
Called. 


          Unless
otherwise provided pursuant to Section 301 with respect to the Securities of
any series, the provisions of this Article Fifteen shall be applicable to a
series of Securities if (and only if) the terms of such Securities established
pursuant to Section 301 provide that the Securities of such series shall be
issued or issuable, in whole or in part, as Bearer Securities. A meeting of
Holders of Securities of any series issued or issuable, in whole or in part, as
Bearer Securities may be called at any time and from time to time pursuant to
this Article to make, give or take any request, demand, authorization,
direction, notice, consent, waiver or other Act provided by this Indenture to
be made, given or taken by Holders of Securities of such series. 


          Section
1502. Call, Notice and Place of Meetings. 


          (1)
The Trustee may at any time call a meeting of Holders of Securities of any
series issued or issuable, in whole or in part, as Bearer Securities, for any
purpose specified in Section 1501, to be held at such time and at such place in
the Borough of Manhattan, The City of New York, or in London or in such place
outside the United States as the Company shall determine. Notice of every
meeting of Holders of Securities of any such series, setting forth the time and
the place of such meeting and in general terms the action proposed to be taken
at such meeting, shall be given, in the manner provided in Section 106, not
less than 21 nor more than 180 days prior to the date fixed for the meeting. 


          (2)
In case at any time the Company (by or pursuant to a Board Resolution) or the
Holders of at least 331/3 % in principal amount of the Outstanding Securities
of any series issued or issuable, in whole or in part, as Bearer Securities,
shall have requested the Trustee to call a meeting of the Holders of Securities
of such series for any purpose specified in Section 1501, by written request
setting forth in reasonable detail the action proposed to be taken at the
meeting, and the Trustee shall not have mailed notice of or made the first
publication of the notice of such meeting within 21 days after receipt of such
request (whichever shall be required pursuant to Section 106) or shall not thereafter
proceed to cause the meeting to be held as provided herein, then the Company or
the Holders of Securities of such series in the amount above specified, as the
case may be, may determine the time and the place in London for such meeting
and may call such meeting for such purposes by giving notice thereof as
provided in clause (1) of this Section. 


          Section
1503. Persons Entitled to Vote at Meetings. 


          To
be entitled to vote at any meeting of Holders of Securities of any series, a Person
shall be (1) a Holder of one or more Outstanding Securities of such series, or
(2) a Person appointed by an instrument in writing as proxy for a Holder or
Holders of one or more Outstanding 


78





Securities of
such series by such Holder or Holders. The only Persons who shall be entitled
to be present or to speak at any meeting of Holders of Securities of any series
shall be the Persons entitled to vote at such meeting and their counsel, any
representatives of the Trustee and its counsel and any representatives of the
Company and its counsel. 


          Section
1504. Quorum; Action. 


          The
Persons entitled to vote a majority in principal amount of the Outstanding
Securities of a series shall constitute a quorum for a meeting or duly
reconvened meeting of Holders of Securities of such series; provided, however,
that if any action is to be taken at such meeting with respect to any request,
demand, authorization, direction, notice, consent, waiver or other action which
this Indenture expressly provides may be given by the Holders of a greater
percentage in principal amount of the Outstanding Securities of a series, the
Persons entitled to at least such greater percentage in principal amount of the
Outstanding Securities of such series shall constitute a quorum. In the absence
of a quorum within 30 minutes after the time appointed for any such meeting,
the meeting shall, if convened at the request of Holders of Securities of such
series, be dissolved. In any other case the meeting may be adjourned for a
period of not less than 10 days as determined by the chairman of the meeting
prior to the adjournment of such meeting. In the absence of a quorum at any
such adjourned meeting, such adjourned meeting may be further adjourned for a
period of not less than 10 days as determined by the chairman of the meeting
prior to the adjournment of such adjourned meeting. Notice of the reconvening
of any adjourned meeting shall be given as provided in Section 1502(1), except
that such notice need be given only once not less than five days prior to the
date on which the meeting is scheduled to be reconvened. Notice of the
reconvening of an adjourned meeting shall state expressly the percentage, as
provided above, of the principal amount of the Outstanding Securities of such
series which shall constitute a quorum. 


          Except
as limited by the proviso to Section 902, any resolution presented to a meeting
or adjourned meeting duly reconvened at which a quorum is present as aforesaid
may be adopted only by the affirmative vote of the Holders of a majority in
principal amount of the Outstanding Securities of that series; provided,
however, that, except as limited by the proviso to Section 902, any resolution
with respect to any request, demand, authorization, direction, notice, consent,
waiver or other Act which this Indenture expressly provides may be made, given
or taken by the Holders of a specified percentage, which is less than or more
than a majority, in principal amount of the Outstanding Securities of a series
may be adopted at a meeting or an adjourned meeting duly reconvened and at
which a quorum is present as aforesaid by the affirmative vote of the Holders
of such specified percentage in principal amount of the Outstanding Securities
of such series. 


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


79






          Section
1505. Determination of Voting Rights;
Conduct and Adjournment of Meetings. 


          (1)
Notwithstanding any other provisions of this Indenture, the Trustee may make
such reasonable regulations as it may deem advisable for any meeting of Holders
of Securities of such series in regard to proof of the holding of Securities of
such series and of the appointment of proxies and in regard to the appointment
and duties of inspectors of votes, the submission and examination of proxies,
certificates and other evidence of the right to vote, and such other matters
concerning the conduct of the meeting as it shall deem appropriate. Except as
otherwise permitted or required by any such regulations, the holding of
Securities shall be proved in the manner specified in Section 104 and the
appointment of any proxy shall be proved in the manner specified in Section 104
or by having the signature of the person executing the proxy witnessed or guaranteed
by any trust company, bank or banker authorized by Section 104 to certify to
the holding of Bearer Securities. Such regulations may provide that written
instruments appointing proxies, regular on their face, may be presumed valid
and genuine without the proof specified in Section 104 or other proof. 


          (2)
The Trustee shall, by an instrument in writing, appoint a temporary chairman of
the meeting, unless the meeting shall have been called by the Company or by
Holders of Securities as provided in Section 1502(2), in which case the Company
or the Holders of Securities of the series calling the meeting, as the case may
be, shall in like manner appoint a temporary chairman. A permanent chairman and
a permanent secretary of the meeting shall be elected by vote of the Persons
entitled to vote a majority in principal amount of the Outstanding Securities
of such series represented at the meeting. 


          (3)
At any meeting, each Holder of a Security of such series or proxy shall be
entitled to one vote for each $1,000 principal amount of Securities of such
series held or represented by him; provided, however, that no vote shall be
cast or counted at any meeting in respect of any Security challenged as not
Outstanding and ruled by the chairman of the meeting to be not Outstanding. If
the Securities of such series are issuable in minimum denominations of less
than $1,000, then a Holder of such a Security in a principal amount of less
than $1,000 shall be entitled to a fraction of one vote which is equal to the
fraction that the principal amount of such Security bears to $1,000. The
chairman of the meeting shall have no right to vote, except as a Holder of a
Security of such series or proxy. 


          (4)
Any meeting of Holders of Securities of any series duly called pursuant to
Section 1502 at which a quorum is present may be adjourned from time to time by
Persons entitled to vote a majority in principal amount of the Outstanding
Securities of such series represented at the meeting; and the meeting may be held
as so adjourned without further notice. 


          Section
1506. Counting Votes and Recording Action of
Meetings. 


          The
vote upon any resolution submitted to any meeting of Holders of Securities of
any series shall be by written ballots on which shall be subscribed the
signatures of the Holders of Securities of such series or of their
representatives by proxy and the principal amounts and serial numbers of the
Outstanding Securities of such series held or represented by them. The
permanent chairman of the meeting shall appoint two inspectors of votes who
shall count all votes cast at the meeting for or against any resolution and who
shall make and file with the secretary of the meeting their verified written
reports in triplicate of all votes cast at the meeting. A record, at least in
triplicate, of the proceedings of each meeting of Holders of Securities of any 


80





series shall
be prepared by the secretary of the meeting and there shall be attached to said
record the original reports of the inspectors of votes on any vote by ballot
taken thereat and affidavits by one or more persons having knowledge of the
facts setting forth a copy of the notice of the meeting and showing that said
notice was given as provided in Section 1502 and, if applicable, Section 1504.
Each copy shall be signed and verified by the affidavits of the permanent
chairman and secretary of the meeting and one such copy shall be delivered to
the Company, and another to the Trustee to be preserved by the Trustee, the
latter to have attached thereto the ballots voted at the meeting. Any record so
signed and verified shall be conclusive evidence of the matters therein stated.



ARTICLE SIXTEEN


SECURITY


          Section
1601. Security. 


          If
so provided pursuant to Section 301 with respect to the Securities of any
series, the Securities of such series may be secured by such property, assets
or other collateral as may be specified in or pursuant to Section 301. Any and
all terms and provisions applicable to the security for the Securities of such
series shall also be provided in or pursuant to Section 301, which may include,
without limitation, provisions for the execution and delivery of such security
agreements, pledge agreements, collateral agreements and other similar or related
agreements as the Company may elect and which may provide for the Trustee to
act as collateral agent or in a similar or other capacity. The Trustee shall
comply with Sections 313(a)(5) and (6) and 313(b)(1) of the Trust Indenture Act
and the Company shall comply with Sections 314(b), 314(c) and 314(d) of the
Trust Indenture Act, in each case in respect of any secured Securities that may
be outstanding hereunder from time to time. 


*   *   *   *    *


81





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


	
  

 	
  

 	
  

 
	
  

 	
 ANNALY
 CAPITAL MANAGEMENT, INC.

 
	
  

 	
  

 	
  

 
	
  

 	
 By:

 	
 /s/ Kathryn
 Fagan

 
	
  

 	
  

 	

 


 
	
  

 	
  

 	
 Name:
 Kathryn Fagan

 
	
  

 	
  

 	
 Title: Chief
 Financial Officer

 
	
  

 	
  

 	
  

 
	
  

 	
 WELLS FARGO
 BANK, NATIONAL ASSOCIATION,

 
	
  

 	
 as Trustee

 
	
  

 	
  

 	
  

 
	
  

 	
 By:

 	
 /s/ Martin
 Reed

 
	
  

 	
  

 	

 


 
	
  

 	
  

 	
 Name: Martin
 Reed

 
	
  

 	
  

 	
 Title: Vice
 President

 


[Signature Page to Indenture]