Exhibit 4.8


 


FORM OF
SUBORDINATED INDENTURE


 


VERTEX PHARMACEUTICALS INCORPORATED,


 


ISSUER


 


and


 


[                                       ],


 


TRUSTEE


 


INDENTURE


 


Dated
as of [                   ], 201[  ]


 


Subordinated
Debt Securities


 

















 


CROSS-REFERENCE
TABLE(1)


 


	
  Section of
  Trust Indenture Act of 1939, as amended

  	
   

  	
  Section of 

  Indenture

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  310(a)

  	
   

  	
  7.09

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  310(b)

  	
   

  	
  7.08, 7.10

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  310(c)

  	
   

  	
  Inapplicable

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  311(a)

  	
   

  	
  7.13

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  311(b)

  	
   

  	
  7.13

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  311(c)

  	
   

  	
  Inapplicable

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  312(a)

  	
   

  	
  5.01, 5.02(a)

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  312(b)

  	
   

  	
  5.02(c)

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  312(c)

  	
   

  	
  5.02(c)

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  313(a)

  	
   

  	
  5.04(a)

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  313(b)

  	
   

  	
  5.04(b)

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  313(c)

  	
   

  	
  5.04(a), 5.04(b)

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  313(d)

  	
   

  	
  5.04(b), 5.04(c)

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  314(a)

  	
   

  	
  5.03, 13.05(c)

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  314(b)

  	
   

  	
  Inapplicable

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  314(c)

  	
   

  	
  13.05

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  314(d)

  	
   

  	
  Inapplicable

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  314(e)

  	
   

  	
  13.05

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  314(f)

  	
   

  	
  Inapplicable

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  315(a)

  	
   

  	
  7.01(b), 7.02

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  315(b)

  	
   

  	
  5.04(d)

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  315(c)

  	
   

  	
  7.01

  	
   

  



 

















 


	
  Section of Trust Indenture Act of 1939, as amended

  	
   

  	
  Section of 

  Indenture

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  315(d)

  	
   

  	
  7.01, 7.02

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  315(e)

  	
   

  	
  6.07

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  316(a)

  	
   

  	
  6.06, 8.04

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  316(b)

  	
   

  	
  6.04

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  316(c)

  	
   

  	
  8.01

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  317(a)

  	
   

  	
  6.02

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  317(b)

  	
   

  	
  4.03

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  318(a)

  	
   

  	
  3.06

  	
   

  



 






(1) This
Cross-Reference Table does not constitute part of the Indenture and shall not
have any bearing on the interpretation of any of its terms or provisions.


 

















 


TABLE OF CONTENTS(2)


 


	
  ARTICLE I DEFINITIONS

  	
   

  	
  1

  
	
   

  	
   

  	
   

  
	
  SECTION 1.01 Definitions of
  Terms

  	
   

  	
  1

  
	
   

  	
   

  	
   

  
	
  ARTICLE II ISSUE, DESCRIPTION, TERMS, EXECUTION,
  REGISTRATION AND EXCHANGE OF SECURITIES

  	
   

  	
  5

  
	
   

  	
   

  	
   

  
	
  SECTION 2.01 Designation and
  Terms of Securities

  	
   

  	
  5

  
	
   

  	
   

  	
   

  
	
  SECTION 2.02 Form of
  Securities and Trustee’s Certificate

  	
   

  	
  7

  
	
   

  	
   

  	
   

  
	
  SECTION 2.03 Denominations;
  Provisions for Payment

  	
   

  	
  7

  
	
   

  	
   

  	
   

  
	
  SECTION 2.04 Execution and
  Authentications

  	
   

  	
  9

  
	
   

  	
   

  	
   

  
	
  SECTION 2.05 Registration of
  Transfer and Exchange

  	
   

  	
  9

  
	
   

  	
   

  	
   

  
	
  SECTION 2.06 Temporary
  Securities

  	
   

  	
  10

  
	
   

  	
   

  	
   

  
	
  SECTION 2.07 Mutilated,
  Destroyed, Lost or Stolen Securities

  	
   

  	
  11

  
	
   

  	
   

  	
   

  
	
  SECTION 2.08 Cancellation

  	
   

  	
  12

  
	
   

  	
   

  	
   

  
	
  SECTION 2.09 Benefits of
  Indenture

  	
   

  	
  12

  
	
   

  	
   

  	
   

  
	
  SECTION 2.10 Authenticating
  Agent

  	
   

  	
  12

  
	
   

  	
   

  	
   

  
	
  SECTION 2.11 Global
  Securities

  	
   

  	
  13

  
	
   

  	
   

  	
   

  
	
  ARTICLE III REDEMPTION OF SECURITIES AND SINKING FUND
  PROVISIONS

  	
   

  	
  14

  
	
   

  	
   

  	
   

  
	
  SECTION 3.01 Redemption

  	
   

  	
  14

  
	
   

  	
   

  	
   

  
	
  SECTION 3.02 Notice of
  Redemption

  	
   

  	
  14

  
	
   

  	
   

  	
   

  
	
  SECTION 3.03 Payment Upon
  Redemption

  	
   

  	
  15

  
	
   

  	
   

  	
   

  
	
  SECTION 3.04 Sinking Fund

  	
   

  	
  15

  
	
   

  	
   

  	
   

  
	
  SECTION 3.05 Satisfaction of
  Sinking Fund Payments with Securities

  	
   

  	
  16

  
	
   

  	
   

  	
   

  
	
  SECTION 3.06 Redemption of
  Securities for Sinking Fund

  	
   

  	
  16

  
	
   

  	
   

  	
   

  
	
  ARTICLE IV COVENANTS

  	
   

  	
  16

  



 


i

















 


	
  SECTION 4.01 Payment of
  Principal, Premium and Interest

  	
   

  	
  16

  
	
   

  	
   

  	
   

  
	
  SECTION 4.02 Maintenance of
  Office or Agency

  	
   

  	
  17

  
	
   

  	
   

  	
   

  
	
  SECTION 4.03 Paying Agents

  	
   

  	
  17

  
	
   

  	
   

  	
   

  
	
  SECTION 4.04 Appointment to
  Fill Vacancy in Office of Trustee

  	
   

  	
  18

  
	
   

  	
   

  	
   

  
	
  ARTICLE V SECURITYHOLDERS’ LISTS AND REPORTS BY THE COMPANY
  AND THE TRUSTEE

  	
   

  	
  18

  
	
   

  	
   

  	
   

  
	
  SECTION 5.01 Company to
  Furnish Trustee Names and Addresses of Securityholders

  	
   

  	
  18

  
	
   

  	
   

  	
   

  
	
  SECTION 5.02 Preservation Of
  Information; Communications With Securityholders

  	
   

  	
  18

  
	
   

  	
   

  	
   

  
	
  SECTION 5.03 Reports by the
  Company

  	
   

  	
  19

  
	
   

  	
   

  	
   

  
	
  SECTION 5.04 Reports by the
  Trustee

  	
   

  	
  19

  
	
   

  	
   

  	
   

  
	
  ARTICLE VI REMEDIES OF THE TRUSTEE AND SECURITYHOLDERS ON
  EVENT OF DEFAULT

  	
   

  	
  20

  
	
   

  	
   

  	
   

  
	
  SECTION 6.01 Events of
  Default

  	
   

  	
  20

  
	
   

  	
   

  	
   

  
	
  SECTION 6.02 Suits for
  Enforcement by Trustee

  	
   

  	
  21

  
	
   

  	
   

  	
   

  
	
  SECTION 6.03 Application of
  Moneys Collected

  	
   

  	
  22

  
	
   

  	
   

  	
   

  
	
  SECTION 6.04 Limitation on
  Suits

  	
   

  	
  22

  
	
   

  	
   

  	
   

  
	
  SECTION 6.05 Rights and
  Remedies Cumulative; Delay or Omission Not Waiver

  	
   

  	
  23

  
	
   

  	
   

  	
   

  
	
  SECTION 6.06 Control by
  Securityholders

  	
   

  	
  23

  
	
   

  	
   

  	
   

  
	
  SECTION 6.07 Undertaking to
  Pay Costs

  	
   

  	
  24

  
	
   

  	
   

  	
   

  
	
  ARTICLE VII CONCERNING THE TRUSTEE

  	
   

  	
  24

  
	
   

  	
   

  	
   

  
	
  SECTION 7.01 Certain Duties
  and Responsibilities of Trustee

  	
   

  	
  24

  
	
   

  	
   

  	
   

  
	
  SECTION 7.02 Certain Rights
  of Trustee

  	
   

  	
  26

  
	
   

  	
   

  	
   

  
	
  SECTION 7.03 Trustee Not
  Responsible for Recitals or Issuance or Securities

  	
   

  	
  27

  
	
   

  	
   

  	
   

  
	
  SECTION 7.04 May Hold
  Securities

  	
   

  	
  27

  
	
   

  	
   

  	
   

  
	
  SECTION 7.05 Moneys Held in
  Trust

  	
   

  	
  27

  
	
   

  	
   

  	
   

  
	
  SECTION 7.06
  Compensation and Reimbursement

  	
   

  	
  27

  



 


ii

















 


	
  SECTION 7.07 Reliance on
  Officers’ Certificate

  	
   

  	
  28

  
	
   

  	
   

  	
   

  
	
  SECTION 7.08
  Disqualification; Conflicting Interests

  	
   

  	
  28

  
	
   

  	
   

  	
   

  
	
  SECTION 7.09 Corporate
  Trustee Required; Eligibility

  	
   

  	
  28

  
	
   

  	
   

  	
   

  
	
  SECTION 7.10 Resignation and
  Removal; Appointment of Successor

  	
   

  	
  29

  
	
   

  	
   

  	
   

  
	
  SECTION 7.11 Acceptance of
  Appointment By Successor

  	
   

  	
  30

  
	
   

  	
   

  	
   

  
	
  SECTION 7.12 Merger,
  Conversion, Consolidation or Succession to Business

  	
   

  	
  31

  
	
   

  	
   

  	
   

  
	
  SECTION 7.13 Preferential
  Collection of Claims Against the Company

  	
   

  	
  31

  
	
   

  	
   

  	
   

  
	
  ARTICLE VIII CONCERNING THE SECURITYHOLDERS

  	
   

  	
  32

  
	
   

  	
   

  	
   

  
	
  SECTION 8.01 Evidence of
  Action by Securityholders

  	
   

  	
  32

  
	
   

  	
   

  	
   

  
	
  SECTION 8.02 Proof of
  Execution by Securityholders

  	
   

  	
  32

  
	
   

  	
   

  	
   

  
	
  SECTION 8.03 Who May be
  Deemed Owners

  	
   

  	
  33

  
	
   

  	
   

  	
   

  
	
  SECTION 8.04 Certain
  Securities Owned by Company Disregarded

  	
   

  	
  33

  
	
   

  	
   

  	
   

  
	
  SECTION 8.05 Actions Binding
  on Future Securityholders

  	
   

  	
  33

  
	
   

  	
   

  	
   

  
	
  ARTICLE IX SUPPLEMENTAL INDENTURES

  	
   

  	
  34

  
	
   

  	
   

  	
   

  
	
  SECTION 9.01 Supplemental
  Indentures Without the Consent of Securityholders

  	
   

  	
  34

  
	
   

  	
   

  	
   

  
	
  SECTION 9.02 Supplemental
  Indentures With Consent of Securityholders

  	
   

  	
  35

  
	
   

  	
   

  	
   

  
	
  SECTION 9.03 Effect of
  Supplemental Indentures

  	
   

  	
  35

  
	
   

  	
   

  	
   

  
	
  SECTION 9.04 Securities
  Affected by Supplemental Indentures

  	
   

  	
  35

  
	
   

  	
   

  	
   

  
	
  SECTION 9.05 Execution of
  Supplemental Indentures

  	
   

  	
  35

  
	
   

  	
   

  	
   

  
	
  ARTICLE X SUCCESSOR ENTITY

  	
   

  	
  36

  
	
   

  	
   

  	
   

  
	
  SECTION 10.01 Company
  May Consolidate, Etc.

  	
   

  	
  36

  
	
   

  	
   

  	
   

  
	
  SECTION 10.02 Successor
  Entity Substituted

  	
   

  	
  37

  
	
   

  	
   

  	
   

  
	
  SECTION 10.03 Evidence of
  Consolidation, Etc. to Trustee

  	
   

  	
  37

  
	
   

  	
   

  	
   

  
	
  ARTICLE XI SATISFACTION AND DISCHARGE

  	
   

  	
  37

  
	
   

  	
   

  	
   

  
	
  SECTION 11.01
  Satisfaction and Discharge of Indenture

  	
   

  	
  37

  



 


iii

















 


	
  SECTION 11.02 Discharge of
  Obligations

  	
   

  	
  38

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  SECTION 11.03 Deposited
  Moneys to be Held in Trust

  	
   

  	
  38

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  SECTION 11.04 Payment of
  Moneys Held by Paying Agents

  	
   

  	
  38

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  SECTION 11.05 Repayment to
  Company

  	
   

  	
  38

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE XII IMMUNITY OF INCORPORATORS, STOCKHOLDERS,
  OFFICERS AND DIRECTORS

  	
   

  	
  39

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  SECTION 12.01 No Recourse

  	
   

  	
  39

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE XIII MISCELLANEOUS
  PROVISIONS

  	
   

  	
  39

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  SECTION 13.01 Effect on
  Successors and Assigns

  	
   

  	
  39

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  SECTION 13.02 Actions by
  Successor

  	
   

  	
  39

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  SECTION 13.03 Notices

  	
   

  	
  40

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  SECTION 13.04 Governing Law

  	
   

  	
  40

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  SECTION 13.05 Submission to
  Jurisdiction; Appointment of Agent for Service of Process

  	
   

  	
  40

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  SECTION 13.06 Compliance
  Certificates and Opinions

  	
   

  	
  41

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  SECTION 13.07 Payments on
  Business Days

  	
   

  	
  41

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  SECTION 13.08 Conflict with
  Trust Indenture Act

  	
   

  	
  41

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  SECTION 13.09 Counterparts

  	
   

  	
  41

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  SECTION 13.10 Separability

  	
   

  	
  42

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  SECTION 13.11 Assignment

  	
   

  	
  42

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE XIV SUBORDINATION OF
  SECURITIES

  	
   

  	
  42

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  SECTION 14.01 Subordination
  Terms

  	
   

  	
  42

  	
   

  



 






(2) This Table of
Contents does not constitute part of the Indenture and shall not have any
bearing on the interpretation of any of its terms or provisions.


 


iv














 


INDENTURE, dated as of
[     ], 201[  ], between VERTEX PHARMACEUTICALS INCORPORATED, a corporation duly organized
and existing under the laws of the Commonwealth of Massachusetts, having its
principal office at 130 Waverly Street, Cambridge, Massachusetts 02139 (the “Company”),
and [     ], as trustee (the “Trustee”):


 


WHEREAS, for its lawful
corporate purposes, the Company has duly authorized the execution and delivery
of this Indenture to provide for the issuance of unsecured subordinated debt
securities (hereinafter referred to as the “Securities”), in an unlimited
aggregate principal amount to be issued from time to time in one or more series
as in this Indenture provided, as registered Securities without coupons, to be
authenticated by the certificate of the Trustee;


 


WHEREAS, to provide the
terms and conditions upon which the Securities are to be authenticated, issued
and delivered, the Company has duly authorized the execution of this Indenture;
and


 


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


 


NOW, THEREFORE, in
consideration of the premises and the purchase of the Securities by the holders
thereof, it is mutually covenanted and agreed as follows for the equal and
ratable benefit of the holders of Securities:


 


ARTICLE I


 


DEFINITIONS


 


SECTION 1.01  Definitions of Terms.


 


The terms defined in this Section (except
as in this Indenture otherwise expressly provided or unless the context
otherwise requires) for all purposes of this Indenture and of any indenture
supplemental hereto shall have the respective meanings specified in this Section and
shall include the plural as well as the singular.  All other terms used in this Indenture that
are defined in the Trust Indenture Act of 1939, as amended, or that are by
reference in such Act defined in the Securities Act of 1933, as amended (except
as herein otherwise expressly provided or unless the context otherwise
requires), shall have the meanings assigned to such terms in said Trust
Indenture Act and in said Securities Act as in force at the date of the
execution of this instrument.


 


“Authenticating Agent” means
an authenticating agent with respect to all or any of the series of Securities
appointed with respect to all or any series of the Securities by the Trustee
pursuant to Section 2.10.


 


“Board of Directors” means
the Board of Directors of the Company or any duly authorized committee of such
Board.


 


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


 

















 


“Business Day” means, with
respect to any series of Securities, any day other than a day on which Federal
or State banking institutions in the Borough of Manhattan, The City of New
York, are authorized or obligated by law, executive order or regulation to
close.


 


“Certificate” means a
certificate signed by both (1) the Chief Executive Officer, the President
or a Vice President and (2) so long as not the same as the officer signing
pursuant to clause (1), the Chief Business Officer, the Treasurer or the Clerk
of the Company, and delivered to the Trustee. 
The Certificate need not comply with the provisions of Section 13.05.


 


“Company” means Vertex Pharmaceuticals Incorporated, a
corporation duly organized and existing under the laws of the Commonwealth of
Massachusetts and, subject to the provisions of Article Ten, shall also
include its successors and assigns.


 


“Corporate Trust Office”
means the office of the Trustee at which, at any particular time, its corporate
trust business shall be principally administered, which office at the date
hereof is located at [     ], except that
whenever a provision herein refers to an office or agency of the Trustee in the
Borough of Manhattan, The City of New York, such office is located, at the date
hereof, at [     ].


 


“Default” means any event,
act or condition that with notice or lapse of time, or both, would constitute
an Event of Default.


 


“Depositary” means, with
respect to Securities of any series, for which the Company shall determine that
such Securities will be issued as a Global Security, The Depository Trust
Company, New York, New York, another clearing agency, or any successor
registered as a clearing agency under the Securities Exchange Act of 1934, as
amended (the “Exchange Act”), or other applicable statute or regulation, which,
in each case, shall be designated by the Company pursuant to either Section 2.01
or 2.11.


 


“Event of Default” means,
with respect to Securities of a particular series any event specified as
described in Section 6.01 that has occurred and is continuing.


 


“Global Security” means,
with respect to any series of Securities, a Security executed by the Company
and delivered by the Trustee to the Depositary or pursuant to the Depositary’s
instruction, all in accordance with the Indenture, which shall be registered in
the name of the Depositary or its nominee.


 


“Governmental Obligations”
means securities that are (i) direct obligations of the United States of
America for the payment of which its full faith and credit is pledged or (ii) obligations
of a Person controlled or supervised by and acting as an agency or
instrumentality of the United States of America, the payment of which is
unconditionally guaranteed as a full faith and credit obligation by the United
States of America that, in either case, are not callable or redeemable at the
option of the issuer thereof, and shall also include a depositary receipt
issued by a bank (as defined in Section 3(a)(2) of the Securities Act
of 1933, as amended) as custodian with respect to any such Governmental
Obligation or a specific payment of principal of or interest on any such
Governmental Obligation held by such custodian for the account of the holder of
such depositary receipt; provided, however, that (except as required by law)
such custodian is not authorized to make any deduction from the amount payable
to the holder of such depositary receipt from any 


 


2

















 


amount received by the
custodian in respect of the Governmental Obligation or the specific payment of
principal of or interest on the Governmental Obligation evidenced by such
depositary receipt.


 


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


 


“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 in accordance with the terms hereof.


 


“Interest Payment Date,”
when used with respect to any installment of interest on a Security of a
particular series, means the date specified in such Security or in a Board
Resolution or in an indenture supplemental hereto with respect to such series
as the fixed date on which an installment of interest with respect to
Securities of that series is due and payable.


 


“Officers’ Certificate”
means a certificate signed by both (1) the Chief Executive Officer, the
President or a Vice President and (2) so long as not the same as the
officer signing pursuant to clause (1), the Chief Business Officer, the
Treasurer or the Clerk of the Company, that is delivered to the Trustee in
accordance with the terms hereof.  Each
such certificate shall include the statements provided for in Section 13.05,
if and to the extent required by the provisions thereof.


 


“Opinion of Counsel” means
an opinion in writing of legal counsel, who may be an employee of or counsel
for the Company, that is delivered to the Trustee in accordance with the terms
hereof.  Each such opinion shall include
the statements provided for in Section 13.05, if and to the extent
required by the provisions thereof.


 


“Outstanding,” when used
with reference to Securities of any series, means, subject to the provisions of
Section 8.04, as of any particular time, all Securities of that series
theretofore authenticated and delivered by the Trustee under this Indenture,
except (a) Securities theretofore canceled by the Trustee or any paying
agent, or delivered to the Trustee or any paying agent for cancellation or that
have previously been canceled; (b) Securities or portions thereof for the
payment or redemption of which moneys or Governmental Obligations in the
necessary amount shall have been deposited in trust with the Trustee or with
any paying agent (other than the Company) or shall have been set aside and
segregated in trust by the Company (if the Company shall act as its own paying
agent); provided, however, that if such Securities or portions of such
Securities are to be redeemed prior to the maturity thereof, notice of such
redemption shall have been given as in Article Three provided, or
provision satisfactory to the Trustee shall have been made for giving such
notice; and (c) Securities in lieu of or in substitution for which other
Securities shall have been authenticated and delivered pursuant to the terms of
Section 2.07.


 


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


 


3

















 


“Place of Payment,” when
used with respect to the Securities of any series and subject to Section 4.02,
means the place or places where the principal of and any premium and interest
on the Securities of that series are payable as specified as contemplated by Section 2.01.


 


“Predecessor Security” of
any particular Security means every previous Security evidencing all or a
portion of the same debt as that evidenced by such particular Security; and,
for the purposes of this definition, any Security authenticated and delivered
under Section 2.07 in lieu of a lost, destroyed or stolen Security shall
be deemed to evidence the same debt as the lost, destroyed or stolen Security.


 


“Responsible Officer” when
used with respect to the Trustee means the Chief Executive Officer, the President,
any Senior Vice President, the Secretary, the Treasurer, any trust officer, any
corporate trust officer or any other officer or assistant officer of the
Trustee customarily performing 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 his or her knowledge of and
familiarity with the particular subject.


 


“Securities” means the debt
Securities authenticated and delivered under this Indenture.


 


“Securityholder,” “holder of
Securities,” “registered holder” or other similar term, means the Person or
Persons in whose name or names a particular Security shall be registered on the
books of the Company kept for that purpose in accordance with the terms of this
Indenture.


 


“Senior Indebtedness” means
indebtedness issued pursuant to a senior indenture, as supplemented or amended
by one or more indentures supplemental thereto, payment of which shall be
senior to the payment of the Securities issued hereunder, pursuant to Section 14
hereof.


 


“Subsidiary” means, with
respect to any Person, (i) any corporation at least a majority of whose
outstanding Voting Stock shall at the time be owned, directly or indirectly, by
such Person or by one or more of its Subsidiaries or by such Person and one or
more of its Subsidiaries, (ii) any general partnership, joint venture or
similar entity, at least a majority of whose outstanding partnership or similar
interests shall at the time be owned by such Person, or by one or more of its
Subsidiaries, or by such Person and one or more of its Subsidiaries and (iii) any
limited partnership of which such Person or any of its Subsidiaries is a
general partner.


 


“Trustee” means [     ], and, subject to the provisions of Article Seven,
shall also include its successors and assigns, and, if at any time there is
more than one Person acting in such capacity hereunder, “Trustee” shall mean
each such Person.  The term “Trustee” as
used with respect to a particular series of the Securities shall mean the
trustee with respect to that series.


 


“Trust Indenture Act” means
the Trust Indenture Act of 1939, as amended, subject to the provisions of
Sections 9.01, 9.02 and 10.01, as in effect at the date of execution of this
instrument.


 


“Voting Stock,” as applied
to stock of any Person, means shares, interests, participations or other
equivalents in the equity interest (however designated) in such Person having
ordinary voting power for the election of the directors (or the equivalent) of
such Person, other than 


 


4

















 


shares, interests,
participations or other equivalents having such power only by reason of the
occurrence of a contingency.


 


ARTICLE II


 


ISSUE, DESCRIPTION, TERMS, EXECUTION,
REGISTRATION AND EXCHANGE OF SECURITIES


 


SECTION 2.01  Designation and Terms of Securities.


 


(a)      The aggregate principal
amount of Securities that may be authenticated and delivered under this
Indenture is unlimited.  The Securities
may be issued in one or more series up to the aggregate principal amount of
Securities of that series from time to time authorized by or pursuant to a
Board Resolution of the Company or pursuant to one or more indentures
supplemental hereto.  Prior to the
initial issuance of Securities of any series, there shall be established in or
pursuant to a Board Resolution, and set forth in an Officers’ Certificate, or
established in one or more indentures supplemental hereto:


 


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


 


(2)           any limit upon the aggregate
principal amount of the Securities of that series that may be authenticated and
delivered under this Indenture (except for Securities authenticated and
delivered upon registration of transfer of, or in exchange for, or in lieu of,
other Securities of that series);


 


(3)           the date or dates on which
the principal of the Securities of the series is payable and the place(s) of
payment;


 


(4)           the place or places where
the principal of and any premium and interest on any Securities of the series
shall be payable and the manner in which any payment may be made;


 


(5)           the rate or rates at which
the Securities of the series shall bear interest or the manner of calculation
of such rate or rates, if any;


 


(6)           the date or dates from which
such interest shall accrue, the Interest Payment Dates on which such interest
will be payable or the manner of determination of such Interest Payment Dates,
the place(s) of payment, and the record date for the determination of
holders to whom interest is payable on any such Interest Payment Dates;


 


(7)           the right, if any, to extend
the interest payment periods and the duration of such extension;


 


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


 


5

















 


(9)           the obligation, if any, of
the Company to redeem or purchase Securities of the series pursuant to any
sinking fund or analogous provisions (including payments made in cash in
satisfaction of future sinking fund obligations) or at the option of a holder
thereof and the period or periods within which, the price or prices at which,
and the terms and conditions upon which, Securities of the series shall be
redeemed or purchased, in whole or in part, pursuant to such obligation;


 


(10)         the form of the Securities
of the series including the form of the certificate of authentication for such
series;


 


(11)         if other than denominations
of one thousand U.S. dollars ($1,000) or any integral multiple thereof, the
denominations in which the Securities of the series shall be issuable;


 


(12)         if other than currency of
the United States of America, the currency, currencies, composite currency,
composite currencies or currency units in which the principal of or any premium
or interest on any Securities of the series shall be payable and the manner of
determining the equivalent thereof in the currency of the United States of
America for any purpose, including for the purposes of making payment in the
currency of the United States of America and applying the definition of “Outstanding”;


 


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


 


(14)         any and all other terms with respect to such series
(which terms shall not be inconsistent with the terms of this Indenture, as
amended by any supplemental indenture) including any terms which may be
required by or advisable under United States laws or regulations or advisable
in connection with the marketing of Securities of that series;


 


(15)         whether the Securities are issuable as a Global
Security and, in such case, the identity of the Depositary for such series;


 


(16)         whether the Securities will be convertible into
shares of common stock or other securities of the Company and, if so, the terms
and conditions upon which such Securities will be so convertible, including the
conversion price and the conversion period;


 


(17)         if other than the principal amount thereof, the
portion of the principal amount of Securities of the series which shall be
payable upon declaration of acceleration of the maturity thereof pursuant to Section 6.01;


 


(18)         the subordination terms of the Securities of the
series; and


 


6

















 


(19)         any Events of Default or
restrictive covenants provided for with respect to the Securities of the series
and the consequences of any Events of Default .


 


All Securities of any one
series shall be substantially identical except as to denomination and except as
may otherwise be provided in or pursuant to any such Board Resolution or in any
indentures supplemental hereto.


 


If any of the terms of the
series are established by action taken pursuant to a Board Resolution, a copy
of an appropriate record of such action shall be certified by the Secretary or
an Assistant Secretary of the Company and delivered to the Trustee at or prior
to the delivery of the Officers’ Certificate setting forth the terms of the
series.


 


Securities of any particular
series may be issued at various times, with different dates on which the
principal or any installment of principal is payable, with different rates of
interest, if any, or different methods by which rates of interest may be
determined, with different dates on which such interest may be payable and with
different redemption dates.


 


SECTION 2.02  Form of Securities and Trustee’s
Certificate.


 


The
Securities of any series and the Trustee’s certificate of authentication to be
borne by such Securities shall be substantially of the tenor and purport as set
forth in one or more indentures supplemental hereto or as provided in a Board
Resolution and as set forth in an Officers’ Certificate and may have such
letters, numbers or other marks of identification or designation and such
legends or endorsements printed, lithographed or engraved thereon as the Company
may deem appropriate and as are not inconsistent with the provisions of this
Indenture, or as may be required to comply with any law or with any rule or
regulation made pursuant thereto or with any rule or regulation of any
stock exchange on which Securities of that series may be listed, or to conform
to usage.


 


SECTION 2.03  Denominations; Provisions for Payment.


 


The Securities shall be
issuable as registered Securities and in the denominations of one thousand U.S.
dollars ($1,000) or any integral multiple thereof, subject to Section 2.01(10).  The Securities of a particular series shall
bear interest payable on the dates and at the rate specified with respect to
that series.  The principal of and the
interest on the Securities of any series, as well as any premium thereon in
case of redemption thereof prior to maturity, shall be payable in the coin or
currency of the United States of America that at the time is legal tender for
public and private debt, at the office or agency of the Company maintained for
that purpose in a Place of Payment for that series.  Each Security shall be dated the date of its
authentication.  Interest on the
Securities shall be computed on the basis of a 360-day year composed of twelve
30-day months.


 


The interest installment on
any Security that is payable, and is punctually paid or duly provided for, on
any Interest Payment Date for Securities of that series shall be paid to the
Person in whose name said Security (or one or more Predecessor Securities) is
registered at the close of business on the regular record date for such
interest installment.  In the event that
any Security of a particular series or portion thereof is called for redemption
and the redemption date is subsequent to a regular record date with respect to
any Interest Payment Date and prior to such 


 


7

















 


Interest Payment Date,
interest on such Security will be paid upon presentation and surrender of such
Security as provided in Section 3.03.


 


Any interest on any Security
that is payable, but is not punctually paid or duly provided for, on any
Interest Payment Date for Securities of the same series (herein called “Defaulted
Interest”) shall forthwith cease to be payable to the registered holder on the
relevant regular record date by virtue of having been such holder; and such
Defaulted Interest shall be paid by the Company, at its election, as provided
in clause (1) or clause (2) below:


 


(1)           The Company may make payment of any Defaulted
Interest on Securities to the Persons in whose names such Securities (or their
respective Predecessor Securities) are registered at the close of business on a
special record date for the payment of such Defaulted Interest, which shall be
fixed in the following manner:  the
Company shall notify the Trustee in writing of the amount of Defaulted Interest
proposed to be paid on each such 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 prior to the date of the proposed payment, such money when
deposited to be held in trust for the benefit of the Persons entitled to such
Defaulted Interest as in this clause provided. 
Thereupon the Trustee shall fix a special record date for the payment of
such Defaulted Interest which shall not be more than 15 nor less than 10 days prior
to the date of the proposed payment and not less than 10 days after the receipt
by the Trustee of the notice of the proposed payment.  The Trustee shall promptly notify the Company
of such special record date and, in the name and at the expense of the Company,
shall cause notice of the proposed payment of such Defaulted Interest and the
special record date therefor to be mailed, first class postage prepaid, to each
Securityholder at his or her address as it appears in the Security Register (as
hereinafter defined), not less than 10 days prior to such special record
date.  Notice of the proposed payment of
such Defaulted Interest and the special record date therefor having been mailed
as aforesaid, such Defaulted Interest shall be paid to the Persons in whose
names such Securities (or their respective Predecessor Securities) are
registered on such special record date.


 


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


 


Unless otherwise set forth
in a Board Resolution or one or more indentures supplemental hereto
establishing the terms of any series of Securities pursuant to Section 2.01
hereof, the term “regular record date” as used in this Section with
respect to a series of Securities with respect to any Interest Payment Date for
such series shall mean either the fifteenth day of the month immediately
preceding the month in which an Interest Payment Date established for such
series pursuant to Section 2.01 hereof shall occur, if such Interest
Payment Date is the first day of a month, or the last day of the month
immediately preceding the month in which an Interest Payment Date established
for such series pursuant to Section 2.01 hereof shall occur, if such
Interest Payment Date is the fifteenth day of a month, whether or not such date
is a Business Day.


 


8














 


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


 


SECTION 2.04  Execution and Authentications.


 


The Securities shall be
signed on behalf of the Company by its the Chief Executive Officer, the
President, the Chief Business Officer, the Treasurer, any Vice President or the
Clerk of the Company, under its corporate seal attested by its Secretary or one
of its Assistant Secretaries.  Signatures
may be in the form of a manual or facsimile signature.  The Company may use the facsimile signature
of any Person who shall have been the Chief Executive Officer, the President,
the Chief Business Officer, the Treasurer, a Vice President or the Clerk of the
Company, notwithstanding the fact that at the time the Securities shall be
authenticated and delivered or disposed of such Person shall have ceased to be
the Chief Executive Officer, the President, the Chief Business Officer, the
Treasurer, a Vice President or the Clerk of the Company.  The seal of the Company may be in the form of
a facsimile of such seal and may be impressed, affixed, imprinted or otherwise
reproduced on the Securities.  The
Securities may contain such notations, legends or endorsements required by law,
stock exchange rule or usage.  Each
Security shall be dated the date of its authentication by the Trustee.


 


A Security shall not be
valid until authenticated manually by an authorized signatory of the Trustee,
or by an Authenticating Agent.  Such
signature shall be conclusive evidence that the Security so authenticated has
been duly authenticated and delivered hereunder and that the holder is entitled
to the benefits of this Indenture.  At
any time and from time to time after the execution and delivery of this
Indenture, the Company may deliver Securities of any series executed by the
Company to the Trustee for authentication, together with a written order of the
Company for the authentication and delivery of such Securities, signed by the
Chief Executive Officer, the President, the Chief Business Officer, the
Treasurer, a Vice President or the Clerk of the Company and its Secretary or
any Assistant Secretary, and the Trustee in accordance with such written order
shall authenticate and deliver such Securities.


 


In authenticating such
Securities and accepting the additional responsibilities under this Indenture
in relation to such Securities, the Trustee shall be entitled to receive, and
(subject to Section 7.01) shall be fully protected in relying upon, an
Opinion of Counsel stating that the form and terms thereof have been
established in conformity with the provisions of this Indenture.


 


The Trustee shall not be
required to authenticate such Securities if the issue of such Securities
pursuant to this Indenture will affect the Trustee’s own rights, duties or
immunities under the Securities and this Indenture or otherwise in a manner
that is not reasonably acceptable to the Trustee.


 


SECTION 2.05  Registration of Transfer and Exchange.


 


(a)      Securities of any series may
be exchanged upon presentation thereof at the office or agency of the Company
designated for such purpose in a Place of Payment, for other Securities of such
series of authorized denominations, and for a like aggregate principal 


 


9

















 


amount, upon payment of a
sum sufficient to cover any tax or other governmental charge in relation
thereto, all as provided in this Section. 
In respect of any Securities so surrendered for exchange, the Company
shall execute, the Trustee shall authenticate and such office or agency shall
deliver in exchange therefor the Security or Securities of the same series that
the Securityholder making the exchange shall be entitled to receive, bearing
numbers not contemporaneously outstanding.


 


(b)      The Company shall keep, or
cause to be kept, at its office or agency designated for such purpose in a
Place of Payment, or such other location designated by the Company a register
or registers (herein referred to as the “Security Register”) in which, subject
to such reasonable regulations as it may prescribe, the Company shall register
the Securities and the transfers of Securities as in this Article provided
and which at all reasonable times shall be open for inspection by the
Trustee.  The registrar for the purpose
of registering Securities and transfer of Securities as herein provided shall
be appointed as authorized by a Board Resolution (the “Security Registrar”).


 


Upon surrender for transfer
of any Security at the office or agency of the Company designated for such
purpose, the Company shall execute, the Trustee shall authenticate and such
office or agency shall deliver in the name of the transferee or transferees a
new Security or Securities of the same series as the Security presented for a
like aggregate principal amount.


 


All Securities presented or
surrendered for exchange or registration of transfer, as provided in this
Section, shall be accompanied (if so required by the Company or the Security
Registrar) by a written instrument or instruments of transfer, in form
satisfactory to the Company or the Security Registrar, duly executed by the
registered holder or by such holder’s duly authorized attorney in writing.


 


(c)      No service charge shall be
made for any exchange or registration of transfer of Securities, or issue of
new Securities in case of partial redemption of any series, but the Company may
require payment of a sum sufficient to cover any tax or other governmental
charge in relation thereto, other than exchanges pursuant to Section 2.06,
Section 3.03(b) and Section 9.04 not involving any transfer.


 


(d)      The Company shall not be
required (1) to issue, exchange or register the transfer of any Securities
during a period beginning at the opening of business 15 days before the day of
the mailing of a notice of redemption of less than all the Outstanding
Securities of the same series and ending at the close of business on the day of
such mailing, nor (2) to register the transfer of or exchange any
Securities of any series or portions thereof called for redemption.  The provisions of this Section 2.05 are,
with respect to any Global Security, subject to Section 2.11 hereof.


 


SECTION 2.06  Temporary Securities.


 


Pending the preparation of
definitive Securities of any series, the Company may execute, and the Trustee
shall authenticate and deliver, temporary Securities (printed, lithographed or
typewritten) of any authorized denomination. 
Such temporary Securities shall be substantially in the form of the
definitive Securities in lieu of which they are issued, but with such
omissions, 


 


10

















 


insertions and variations as
may be appropriate for temporary Securities, all as may be determined by the
Company.  Every temporary Security of any
series shall be executed by the Company and be authenticated by the Trustee
upon the same conditions and in substantially the same manner, and with like
effect, as the definitive Securities of such series.  Without unnecessary delay the Company will
execute and will furnish definitive Securities of such series and thereupon any
or all temporary Securities of such series may be surrendered in exchange
therefor (without charge to the holders), at the office or agency of the
Company designated for the purpose in a Place of Payment for that series, and
the Trustee shall authenticate and such office or agency shall deliver in
exchange for such temporary Securities an equal aggregate principal amount of
definitive Securities of such series, unless the Company advises the Trustee to
the effect that definitive Securities need not be executed and furnished until
further notice from the Company.  Until
so exchanged, the temporary Securities of such series shall be entitled to the
same benefits under this Indenture as definitive Securities of such series
authenticated and delivered hereunder.


 


SECTION 2.07  Mutilated, Destroyed, Lost or Stolen
Securities.


 


In case any temporary or
definitive Security shall become mutilated or be destroyed, lost or stolen, the
Company (subject to the next succeeding sentence) shall execute, and upon the
Company’s request, the Trustee (subject as aforesaid) shall authenticate and
deliver, a new Security of the same series, bearing a number not
contemporaneously outstanding, in exchange and substitution for the mutilated
Security, or in lieu of and in substitution for the Security so destroyed, lost
or stolen.  In every case the applicant
for a substituted Security shall furnish to the Company and the Trustee such
security or indemnity as may be required by them to save each of them harmless,
and, in every case of destruction, loss or theft, the applicant shall also
furnish to the Company and the Trustee evidence to their satisfaction of the
destruction, loss or theft of the applicant’s Security and of the ownership
thereof.  The Trustee may authenticate
any such substituted Security and deliver the same upon the written request or
authorization of any officer of the Company. 
Upon the issuance of any substituted Security, 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.  In case any Security that has matured or is
about to mature shall become mutilated or be destroyed, lost or stolen, the
Company may, instead of issuing a substitute Security, pay or authorize the
payment of the same (without surrender thereof except in the case of a
mutilated Security) if the applicant for such payment shall furnish to the
Company and the Trustee such security or indemnity as they may require to save
each of them harmless, and, in case of destruction, loss or theft, evidence to
the satisfaction of the Company and the Trustee of the destruction, loss or
theft of such Security and of the ownership thereof.


 


Every replacement Security
issued pursuant to the provisions of this Section shall constitute an
additional contractual obligation of the Company whether or not the mutilated,
destroyed, lost or stolen Security shall be found at any time, or be
enforceable by anyone, and shall be entitled to all the benefits of this
Indenture equally and proportionately with any and all other Securities of the
same series duly issued hereunder.  All
Securities shall be held and owned upon the express condition that the
foregoing provisions are exclusive with respect to the replacement or payment
of mutilated, destroyed, lost or stolen Securities, and shall preclude (to the
extent lawful) any and all other rights or remedies, notwithstanding any law or
statute 


 


11

















 


existing or hereafter
enacted to the contrary with respect to the replacement or payment of
negotiable instruments or other securities without their surrender.


 


SECTION 2.08  Cancellation.


 


All Securities surrendered
for the purpose of payment, redemption, exchange or registration of transfer
shall, if surrendered to the Company or any paying agent, be delivered to the
Trustee for cancellation, or, if surrendered to the Trustee, shall be cancelled
by it, and no Securities shall be issued in lieu thereof except as expressly
required or permitted by any of the provisions of this Indenture.  On request of the Company at the time of such
surrender, the Trustee shall deliver to the Company canceled Securities held by
the Trustee.  In the absence of such
request the Trustee may dispose of canceled Securities in accordance with its
standard procedures and deliver a certificate of disposition to the
Company.  If the Company shall otherwise
acquire any of the Securities, however, such acquisition shall not operate as a
redemption or satisfaction of the indebtedness represented by such Securities
unless and until the same are delivered to the Trustee for cancellation.


 


SECTION 2.09  Benefits of Indenture.


 


Nothing in this Indenture or
in the Securities, express or implied, shall give or be construed to give to
any Person, other than the parties hereto and the holders of the Securities
(and, with respect to the provisions of Article Fourteen, the holders of
Senior Indebtedness), any legal or equitable right, remedy or claim under or in
respect of this Indenture, or under any covenant, condition or provision herein
contained; all such covenants, conditions and provisions being for the sole
benefit of the parties hereto and of the holders of the Securities (and, with
respect to the provisions of Article Fourteen, the holders of Senior
Indebtedness).


 


SECTION 2.10  Authenticating Agent.


 


So long as any of the
Securities of any series remain Outstanding there may be an Authenticating
Agent for any or all such series of Securities which the Trustee shall have the
right to appoint.  Said Authenticating
Agent shall be authorized to act on behalf of the Trustee to authenticate
Securities of such series issued upon exchange, transfer or partial redemption
thereof, 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. 
All references in this Indenture to the authentication of Securities by
the Trustee shall be deemed to include authentication by an Authenticating
Agent for such series.  Each
Authenticating Agent shall be acceptable to the Company and shall be a
corporation that has a combined capital and surplus, as most recently reported
or determined by it, sufficient under the laws of any jurisdiction under which
it is organized or in which it is doing business to conduct a trust business,
and that is otherwise authorized under such laws to conduct such business and
is subject to supervision or examination by Federal or State authorities.  If at any time any Authenticating Agent shall
cease to be eligible in accordance with these provisions, it shall resign
immediately.


 


Any Authenticating Agent may
at any time resign by giving written notice of resignation to the Trustee and
to the Company.  The Trustee may at any
time (and upon request by the 


 


12

















 


Company shall) terminate the
agency of any Authenticating Agent by giving written notice of termination to
such Authenticating Agent and to the Company. 
Upon resignation, termination or cessation of eligibility of any
Authenticating Agent, the Trustee may appoint an eligible successor
Authenticating Agent acceptable to the Company. 
Any successor Authenticating Agent, upon acceptance of its appointment
hereunder, shall become vested with all the rights, powers and duties of its
predecessor hereunder as if originally named as an Authenticating Agent
pursuant hereto.


 


SECTION 2.11  Global Securities.


 


(a)      If the Company shall
establish pursuant to Section 2.01 that the Securities of a particular
series are to be issued as a Global Security, then the Company shall execute
and the Trustee shall, in accordance with Section 2.04, authenticate and
deliver, a Global Security that (1) shall represent, and shall be
denominated in an amount equal to the aggregate principal amount of, all of the
Outstanding Securities of such series, (2) shall be registered in the name
of the Depositary or its nominee, (3) shall be delivered by the Trustee to
the Depositary or pursuant to the Depositary’s instruction and (4) shall
bear a legend substantially to the following effect:  “Except as otherwise provided in Section 2.11
of the Indenture, this Security may be transferred, in whole but not in part,
only to another nominee of the Depositary or to a successor Depositary or to a
nominee of such successor Depositary.”


 


(b)      Notwithstanding the
provisions of Section 2.05, the Global Security of a series may be
transferred, in whole but not in part and in the manner provided in Section 2.05,
only to another nominee of the Depositary for such series, or to a successor
Depositary for such series selected or approved by the Company or to a nominee
of such successor Depositary.


 


(c)      If at any time the
Depositary for a series of the Securities notifies the Company that it is
unwilling or unable to continue as Depositary for such series or if at any time
the Depositary for such series shall no longer be registered or in good
standing under the Exchange Act, or other applicable statute or regulation, and
a successor Depositary for such series is not appointed by the Company within
90 days after the Company receives such notice or becomes aware of such
condition, as the case may be, this Section 2.11 shall no longer be
applicable to the Securities of such series and the Company will execute and,
subject to Section 2.05, the Trustee will authenticate and deliver the
Securities of such series in definitive registered form without coupons, in
authorized denominations, and in an aggregate principal amount equal to the
principal amount of the Global Security of such series in exchange for such
Global Security.  In addition, the
Company may at any time determine that the Securities of any series shall no
longer be represented by a Global Security and that the provisions of this Section 2.11
shall no longer apply to the Securities of such series.  In such event the Company will execute and,
subject to Section 2.05, the Trustee, upon receipt of an Officers’ Certificate
evidencing such determination by the Company, will authenticate and deliver the
Securities of such series in definitive registered form without coupons, in
authorized denominations, and in an aggregate principal amount equal to the
principal amount of the Global Security of such series in exchange for such
Global Security.  Upon the exchange of
the Global Security for such Securities in definitive registered form without
coupons, in authorized denominations, the Global Security shall be canceled by
the Trustee.  Such Securities in
definitive registered form issued in exchange for the Global Security 


 


13

















 


pursuant to this Section 2.11(c) shall
be registered in such names and in such authorized denominations as the
Depositary, pursuant to instructions from its direct or indirect participants
or otherwise, shall instruct the Trustee. 
The Trustee shall deliver such Securities to the Depositary for delivery
to the Persons in whose names such Securities are so registered.


 


ARTICLE III


 


REDEMPTION OF SECURITIES AND SINKING FUND
PROVISIONS


 


SECTION 3.01  Redemption.


 


The Company may redeem the
Securities of any series issued hereunder on and after the dates and in
accordance with the terms established for such series pursuant to Section 2.01
hereof.


 


SECTION 3.02  Notice of Redemption.


 


(a)      In case the Company shall
desire to exercise such right to redeem all or, as the case may be, a portion
of the Securities of any series in accordance with the right reserved so to do,
the Company shall, or shall cause the Trustee to, give notice of such
redemption to holders of the Securities of such series to be redeemed by
mailing, first class postage prepaid, a notice of such redemption not less than
30 days and not more than 90 days before the date fixed for redemption of that
series to such holders at their last addresses as they shall appear upon the
Security Register unless a shorter period is specified in the Securities to be
redeemed.  Any notice that is mailed in
the manner herein provided shall be conclusively presumed to have been duly
given, whether or not the registered holder receives the notice.  In any case, failure duly to give such notice
to the holder of any Security of any series designated for redemption in whole
or in part, or any defect in the notice, shall not affect the validity of the
proceedings for the redemption of any other Securities of such series or any
other series.  In the case of any
redemption of Securities prior to the expiration of any restriction on such
redemption provided in the terms of such Securities or elsewhere in this
Indenture, the Company shall furnish the Trustee with an Officers’ Certificate
evidencing compliance with any such restriction.


 


Each such notice of
redemption shall specify the date fixed for redemption and the redemption price
at which Securities of that series are to be redeemed, and shall state that
payment of the redemption price of such Securities to be redeemed will be made
at a Place of Payment for that series, upon presentation and surrender of such
Securities, that interest accrued to the date fixed for redemption will be paid
as specified in said notice, that from and after said date interest will cease
to accrue and that the redemption is for a sinking fund, if such is the
case.  If less than all the Securities of
a series are to be redeemed, the notice to the holders of Securities of that
series to be redeemed in whole or in part shall specify the particular
Securities to be so redeemed.  In case
any Security is to be redeemed in part only, the notice that relates to such
Security shall state the portion of the principal amount thereof to be
redeemed, and shall state that on and after the redemption date, upon surrender
of such Security, a new Security or Securities of such series in principal
amount equal to the unredeemed portion thereof will be issued.


 


14

















 


(b)      If less than all the
Securities of a series are to be redeemed, the Company shall give the Trustee at
least 45 days’ notice in advance of the date fixed for redemption as to the
aggregate principal amount of Securities of the series to be redeemed, and
thereupon the Trustee shall select, by lot or in such other manner as it shall
deem appropriate and fair in its discretion and that may provide for the
selection of a portion or portions (equal to one thousand U.S. dollars ($1,000)
or any integral multiple thereof) of the principal amount of such Securities of
a denomination larger than $1,000, the Securities to be redeemed and shall
thereafter promptly notify the Company in writing of the numbers of the
Securities to be redeemed, in whole or in part. 
The Company may, if and whenever it shall so elect, by delivery of instructions
signed on its behalf by its Chief Executive Officer or its President or any
Senior Vice President, instruct the Trustee or any paying agent to call all or
any part of the Securities of a particular series for redemption and to give
notice of redemption in the manner set forth in this Section, such notice to be
in the name of the Company or its own name as the Trustee or such paying agent
may deem advisable.  In any case in which
notice of redemption is to be given by the Trustee or any such paying agent,
the Company shall deliver or cause to be delivered to, or permit to remain
with, the Trustee or such paying agent, as the case may be, such Security
Register, transfer books or other records, or suitable copies or extracts
therefrom, sufficient to enable the Trustee or such paying agent to give any
notice by mail that may be required under the provisions of this Section.


 


SECTION 3.03  Payment Upon Redemption.


 


(a)      If the giving of notice of
redemption shall have been completed as above provided, the Securities or
portions of Securities of the series to be redeemed specified in such notice
shall become due and payable on the date and at the place stated in such notice
at the applicable redemption price, together with interest accrued to the date
fixed for redemption and interest on such Securities or portions of Securities
shall cease to accrue on and after the date fixed for redemption, unless the
Company shall default in the payment of such redemption price and accrued
interest with respect to any such Security or portion thereof.  On presentation and surrender of such
Securities on or after the date fixed for redemption at the place of payment
specified in the notice, said Securities shall be paid and redeemed at the
applicable redemption price for such series, together with interest accrued
thereon to the date fixed for redemption (but if the date fixed for redemption
is an interest payment date, the interest installment payable on such date
shall be payable to the registered holder at the close of business on the
applicable record date pursuant to Section 2.03).


 


(b)      Upon presentation of any
Security of such series that is to be redeemed in part only, the Company shall
execute and the Trustee shall authenticate and the office or agency where the
Security is presented shall deliver to the holder thereof, at the expense of
the Company, a new Security of the same series of authorized denominations in
principal amount equal to the unredeemed portion of the Security so presented.


 


SECTION 3.04  Sinking Fund.


 


The provisions of Sections
3.04, 3.05 and 3.06 shall be applicable to any sinking fund for the retirement
of Securities of a series, except as otherwise specified as contemplated by Section 2.01
for Securities of such series.


 


15

















 


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 any
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 3.05. 
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.


 


SECTION 3.05  Satisfaction of Sinking Fund Payments with
Securities.


 


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


 


SECTION 3.06  Redemption of Securities for Sinking Fund.


 


Not less than 45 days prior
to each sinking fund payment date for any series of Securities, the Company
will deliver to the Trustee an Officers’ Certificate specifying the amount of
the next ensuing sinking fund payment for that series pursuant to the terms of
the series, the portion thereof, if any, that is to be satisfied by delivering
and crediting Securities of that series pursuant to Section 3.05 and the
basis for such credit and will, together with such Officers’ Certificate,
deliver to the Trustee any Securities to be so delivered.  Not less than 30 days before each such
sinking fund payment date the Trustee shall select the Securities to be
redeemed upon such sinking fund payment date in the manner specified in Section 3.02
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 3.02.  Such notice having been duly given, the
redemption of such Securities shall be made upon the terms and in the manner
stated in Section 3.03.


 


ARTICLE IV


 


COVENANTS


 


SECTION 4.01  Payment of Principal, Premium and Interest.


 


The Company will duly and
punctually pay or cause to be paid the principal of (and premium, if any) and
interest on the Securities of that series at the time and place and in the
manner provided herein and established with respect to such Securities.


 


16














 


SECTION 4.02  Maintenance of Office or Agency.


 


So
long as any series of the Securities remain Outstanding, the Company agrees to
maintain an office or agency in each Place of Payment with respect to each such
series and at such other location or locations as may be designated as provided
in this Section 4.02, where (a) Securities of that series may be
presented for payment, (b) Securities of that series may be presented as
herein above authorized for registration of transfer and exchange, and (c) notices
and demands to or upon the Company in respect of the Securities of that series
and this Indenture may be given or served, such designation to continue with
respect to such office or agency until the Company shall, by written notice
signed by its Chief Executive Officer or its President or a Senior Vice
President and delivered to the Trustee, designate some other office or agency
for such purposes or any of them.  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, notices and demands may be made or served at the Corporate Trust
Office of the Trustee, and the Company hereby appoints the Trustee as its agent
to receive all such presentations, notices and demands.


 


SECTION 4.03  Paying Agents.


 


(a)      If the Company shall appoint
one or more paying agents for all or any series of the Securities, other than
the Trustee, the Company will cause each such paying agent to execute and
deliver to the Trustee an instrument in which such agent shall agree with the
Trustee, subject to the provisions of this Section:


 


(1)           that it will hold all sums held by it as such agent
for the payment of the principal of (and premium, if any) or interest on the
Securities of that series (whether such sums have been paid to it by the
Company or by any other obligor of such Securities) in trust for the benefit of
the Persons entitled thereto;


 


(2)           that it will give the Trustee notice of any failure
by the Company (or by any other obligor of such Securities) to make any payment
of the principal of (and premium, if any) or interest on the Securities of that
series when the same shall be due and payable;


 


(3)           that it will, at any time during the continuance of
any failure referred to in the preceding paragraph (a)(2) above, upon the
written request of the Trustee, forthwith pay to the Trustee all sums so held
in trust by such paying agent; and


 


(4)           that it will perform all other duties of paying
agent as set forth in this Indenture.


 


(b)      If the Company shall act as
its own paying agent with respect to any series of the Securities, it will on
or before each due date of the principal of (and premium, if any) or interest
on Securities of that series, set aside, segregate and hold in trust for the
benefit of the Persons entitled thereto a sum sufficient to pay such principal
(and premium, if any) or interest so becoming due on Securities of that series
until such sums shall be paid to such Persons or otherwise disposed of as
herein provided and will promptly notify the Trustee of such action, or any
failure (by it or any other obligor on such Securities) to take such
action.  Whenever the Company shall have
one or more paying agents for any series of Securities, it will, prior to 


 


17

















 


each due date of the
principal of (and premium, if any) or interest on any Securities of that
series, deposit with the paying agent a sum sufficient to pay the principal
(and premium, if any) or interest so becoming due, such sum to be held in trust
for the benefit of the Persons entitled to such principal, premium or interest,
and (unless such paying agent is the Trustee) the Company will promptly notify
the Trustee of this action or failure so to act.


 


(c)      Notwithstanding anything in
this Section to the contrary, (1) the agreement to hold sums in trust
as provided in this Section is subject to the provisions of Section 11.05,
and (2) 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
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 and conditions as those upon which such sums were held by the Company or
such paying agent; and, upon such payment by any paying agent to the Trustee,
such paying agent shall be released from all further liability with respect to
such money.


 


SECTION 4.04  Appointment to Fill Vacancy in Office of
Trustee.


 


The
Company, whenever necessary to avoid or fill a vacancy in the office of
Trustee, will appoint, in the manner provided in Section 7.10, a Trustee,
so that there shall at all times be a Trustee hereunder.


 


ARTICLE V


 


SECURITYHOLDERS’ LISTS AND REPORTS BY THE
COMPANY AND THE TRUSTEE


 


SECTION 5.01  Company to Furnish Trustee Names and
Addresses of Securityholders.


 


The Company will furnish or
cause to be furnished to the Trustee (a) on each regular record date (as
defined in Section 2.03) a list, in such form as the Trustee may
reasonably require, of the names and addresses of the holders of each series of
Securities as of such regular record date, provided that the Company shall not
be obligated to furnish or cause to be furnished such list at any time that the
list shall not differ in any respect from the most recent list furnished to the
Trustee by the Company and (b) at such other times as the Trustee may
request in writing within 30 days after the receipt by the Company of any such
request, a list of similar form and content as of a date not more than 15 days
prior to the time such list is furnished; provided, however, that, in either
case, no such list need be furnished for any series for which the Trustee shall
be the Security Registrar.


 


SECTION 5.02  Preservation Of Information; Communications
With Securityholders.


 


(a)      The Trustee shall preserve,
in as current a form as is reasonably practicable, all information as to the
names and addresses of the holders of Securities contained in the most recent
list furnished to it as provided in Section 5.01 and as to the names and
addresses of holders of Securities received by the Trustee in its capacity as
Security Registrar (if acting in such capacity).


 


18

















 


(b)      The Trustee may destroy any
list furnished to it as provided in Section 5.01 upon receipt of a new
list so furnished.


 


(c)      Securityholders may
communicate as provided in Section 312(b) of the Trust Indenture Act
with other Securityholders with respect to their rights under this Indenture or
under the Securities.  The Company, the
Trustee, the Security Registrar and any other Person shall have the protection
of the Trust Indenture Act Section 312(c).


 


SECTION 5.03  Reports by the Company.


 


(a)      The Company covenants and
agrees to 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) that 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 such sections, then to file with the Trustee
and the Commission, in accordance with the rules and regulations
prescribed from time to time by the Commission, such of the supplementary and
periodic information, documents and reports that may be required pursuant to Section 13
of the 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.


 


(b)      The Company covenants and
agrees to file with the Trustee and the Commission, in accordance with the rules and
regulations prescribed from to time by the Commission, such additional
information, documents and reports with respect to compliance by the Company
with the conditions and covenants provided for in this Indenture as may be
required from time to time by such rules and regulations.


 


(c)      The Company covenants and
agrees to transmit by mail, first class postage prepaid, or reputable overnight
delivery service that provides for evidence of receipt, to the Securityholders,
as their names and addresses appear upon the Security Register, within 30 days
after the filing thereof with the Trustee, such summaries of any information,
documents and reports required to be filed by the Company pursuant to
subsections (a) and (b) of this Section as may be required by rules and
regulations prescribed from time to time by the Commission.


 


SECTION 5.04  Reports by the Trustee.


 


(a)      On or before [    ] in each year in which any of the
Securities are Outstanding, the Trustee shall transmit by mail, first class
postage prepaid, to the Securityholders, as their names and addresses appear
upon the Security Register, a brief report dated as of the preceding [    ], if and to the extent required under Section 313(a) of
the Trust Indenture Act.


 


(b)      The Trustee shall comply
with Sections 313(b), 313(c) and 313(d) of the Trust Indenture Act.


 


19

















 


(c)      A copy of each such report
shall, at the time of such transmission to Securityholders, be filed by the
Trustee with the Company, with each stock exchange upon which any Securities
are listed (if so listed) and also with the Commission.  The Company agrees to notify the Trustee when
any Securities become listed on any stock exchange.


 


(d)      If an Event of Default
occurs and is continuing and the Trustee receives actual notice of such Event
of Default, the Trustee shall mail to each Securityholder notice of the uncured
Event of Default within 90 days after the occurrence thereof.  Except in the case of an Event of Default in
payment of principal of, or interest on, any Securities, or in the payment of
any sinking or purchase fund installment, the Trustee may withhold the 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 interests of the
Securityholders.


 


ARTICLE VI


 


REMEDIES OF THE TRUSTEE AND SECURITYHOLDERS
ON EVENT OF DEFAULT


 


SECTION 6.01  Events of Default.


 


(a)      Whenever used herein with
respect to Securities of a particular series, “Event of Default” means any one
of the events specified as “Events of Default” for such series as provided in Section 2.01,
if such event has occurred and is continuing.


 


(b)      If so specified with respect
to Securities of a particular series as provided in Section 2.01, upon the
occurrence of an Event of Default with respect to Securities of that series,
unless the principal of all the Securities of that series shall have already
become due and payable, either the Trustee or the holders of not less than a
majority in aggregate principal amount of the Securities of that series then
outstanding hereunder, by notice in writing to the Company (and to the Trustee
if given by such Securityholders), may declare the principal of all the
Securities of that series to be due and payable immediately, and upon any such
declaration the same shall become and shall be immediately due and payable.


 


(c)      If so specified with respect
to Securities of a particular series as provided in Section 2.01, at any
time after the principal of the Securities of that series shall have been so
declared due and payable, and before any judgment or decree for the payment of
the moneys due shall have been obtained or entered as hereinafter provided, the
holders of a majority in aggregate principal amount of the Securities of that
series then Outstanding hereunder, by written notice to the Company and the
Trustee, may rescind and annul such declaration and its consequences if:  (1) the Company has paid or deposited
with the Trustee a sum sufficient to pay all matured installments of interest
upon all the Securities of that series and the principal of (and premium, if
any, on) all Securities of that series that shall have become due otherwise
than by acceleration (with interest upon such principal and premium, if any,
and, to the extent that such payment is enforceable under applicable law, upon
overdue installments of interest, at the rate per annum expressed in the
Securities of that series to the date of such payment or deposit) and any
amount payable to the Trustee under Section 7.06, and (2) any and all
other Events of Default under the Indenture with respect to such series, other
than the nonpayment 


 


20

















 


of principal on Securities
of that series that shall not have become due by their terms, shall have been
remedied or waived as provided in Section 6.06.


 


No such rescission and
annulment shall extend to or shall affect any subsequent default or impair any
right consequent thereon.


 


(d)      In case the Trustee shall
have proceeded to enforce any right with respect to Securities of that series
under this Indenture and such proceedings shall have been discontinued or
abandoned because of such rescission or annulment or for any other reason or
shall have been determined adversely to the Trustee, then and in every such
case, subject to any determination in such proceedings, the Company and the
Trustee shall be restored respectively to their former positions and rights
hereunder, and all rights, remedies and powers of the Company and the Trustee
shall continue as though no such proceedings had been taken.


 


SECTION 6.02  Suits for Enforcement by Trustee.


 


(a)      If so specified as provided
in Section 2.01 with respect to a category of Event of Default for
Securities of a particular series, if such an Event of Default occurs and is
continuing, the Trustee, in its own name and as trustee of an express trust,
shall be entitled and empowered to institute any action or proceedings at law
or in equity for the collection of the sums so due and unpaid, and may
prosecute any such action or proceeding to judgment or final decree, and may
enforce any such judgment or final decree against the Company or other obligor
upon the Securities of that series and collect the moneys adjudged or decreed
to be payable in the manner provided by law out of the property of the Company
or other obligor upon the Securities of that series, wherever situated


 


(b)      If so specified with respect
to Securities of a particular series as provided in Section 2.01, in case
of any receivership, insolvency, liquidation, bankruptcy, reorganization,
readjustment, arrangement, composition or judicial proceedings affecting the
Company, or its creditors or property, the Trustee shall have power to
intervene in such proceedings and take any action therein that may be permitted
by the court and shall (except as may be otherwise provided by law) be entitled
to file such proofs of claim and other papers and documents as may be necessary
or advisable in order to have the claims of the Trustee and of the holders of
Securities of a series allowed for the entire amount due and payable by the
Company under this Indenture at the date of institution of such proceedings and
for any additional amount that may become due and payable by the Company after
such date, and to collect and receive any moneys or other property payable or
deliverable on any such claim, and to distribute the same after the deduction
of the amount payable to the Trustee under Section 7.06; and any receiver,
assignee or trustee in bankruptcy or reorganization is hereby authorized by
each of the holders of Securities of such series to make such payments to the
Trustee, and, in the event that the Trustee shall consent to the making of such
payments directly to such Securityholders, to pay to the Trustee any amount due
it under Section 7.06.


 


(c)      All rights of action and of
asserting claims under this Indenture, or under any of the terms established
with respect to Securities of a series, may be enforced by the Trustee without
the possession of any of such Securities, or the production thereof at any
trial or other proceeding relative thereto, and any such suit or proceeding
instituted by the Trustee shall be 


 


21

















 


brought in its own name as
trustee of an express trust, and any recovery of judgment shall, after
provision for payment to the Trustee of any amounts due under Section 7.06,
be for the ratable benefit of the holders of the Securities of such series.


 


(d)      If so specified with respect
to Securities of a particular series as provided in Section 2.01, upon the
occurrence of an Event of Default with respect to Securities of that series,
the Trustee may in its discretion proceed to protect and enforce the rights
vested in it by this Indenture by such appropriate judicial proceedings as the
Trustee shall deem most effectual to protect and enforce any of such rights,
either at law or in equity or in bankruptcy or otherwise, whether for the
specific enforcement of any covenant or agreement contained in this Indenture
or in aid of the exercise of any power granted in this Indenture, or to enforce
any other legal or equitable right vested in the Trustee by this Indenture or
by law.


 


Nothing contained herein
shall be deemed to authorize the Trustee to authorize or consent to or accept
or adopt on behalf of any Securityholder any plan of reorganization,
arrangement, adjustment or composition affecting the Securities of that series
or the rights of any holder thereof or to authorize the Trustee to vote in
respect of the claim of any Securityholder in any such proceeding.


 


SECTION 6.03  Application of Moneys Collected.


 


Any moneys collected by the
Trustee pursuant to this Article with respect to a particular series of
Securities shall be applied in the following order, at the date or dates fixed
by the Trustee and, in case of the distribution of such moneys on account of
principal (or premium, if any) or interest, upon presentation of the Securities
of that series, and notation thereon the payment, if only partially paid, and
upon surrender thereof if fully paid:


 


FIRST:                    To the payment
of costs and expenses of collection and of all amounts payable to the Trustee
under Section 7.06;


 


SECOND:              To the payment of all Senior
Indebtedness of the Company if and to the extent required by Article Fourteen;
and


 


THIRD:                  To the payment
of the amounts then due and unpaid upon Securities of such series for principal
(and premium, if any) and interest, in respect of which or for the benefit of
which such money has been collected, ratably, without preference or priority of
any kind, according to the amounts due and payable on such Securities for
principal (and premium, if any) and interest, respectively.


 


SECTION 6.04  Limitation on Suits.


 


No holder of any Security of
any series shall have any right by virtue or by availing of any provision of
this Indenture to institute any suit, action or proceeding in equity or at law
upon or under or with respect to this Indenture or for the appointment of a
receiver or trustee, or for any other remedy hereunder, unless (a) such
holder previously shall have given to the Trustee written notice of an Event of
Default and of the continuance thereof with respect to the Securities of such
series specifying such Event of Default, as hereinbefore provided; (b) the
holders of not 


 


22

















 


less than a majority in aggregate principal
amount of the Securities of such series then Outstanding shall have made
written request upon the Trustee to institute such action, suit or proceeding
in its own name as trustee hereunder; (c) such holder or holders shall
have offered to the Trustee such reasonable indemnity as it may require against
the costs, expenses and liabilities to be incurred therein or thereby; (d) the
Trustee for 60 days after its receipt of such notice, request and offer of
indemnity, shall have failed to institute any such action, suit or proceeding;
and (e) during such 60-day period, the holders of a majority in principal
amount of the Securities of that series shall not have given the Trustee a
direction inconsistent with the request.


 


Notwithstanding anything
contained herein to the contrary, the right of any holder of any Security to
receive payment of the principal of (and premium, if any) and interest on such
Security, as therein provided, on or after the respective due dates expressed
in such Security (or in the case of redemption, on the redemption date), or to
institute suit for the enforcement of any such payment on or after such
respective dates or redemption date, shall not be impaired or affected without
the consent of such holder.  By accepting
a Security hereunder it is expressly understood, intended and covenanted by the
taker and holder of every Security of such series with every other such taker
and holder and the Trustee, that no one or more holders of Securities of such
series shall have any right in any manner whatsoever by virtue or by availing
of any provision of this Indenture to affect, disturb or prejudice the rights
of the holders of any other of such Securities, or to obtain or seek to obtain
priority over or preference to any other such holder, or to enforce any right
under this Indenture, except in the manner herein provided and for the equal,
ratable and common benefit of all holders of Securities of such series.  For the protection and enforcement of the
provisions of this Section, each and every Securityholder and the Trustee shall
be entitled to such relief as can be given either at law or in equity.


 


SECTION 6.05  Rights and Remedies Cumulative; Delay or
Omission Not Waiver.


 


(a)      All powers and remedies
given by this Article to the Trustee or to the Securityholders shall, to
the extent permitted by law, be deemed cumulative and not exclusive of any
other powers and remedies available to the Trustee or the holders of the
Securities, by judicial proceedings or otherwise, to enforce the performance or
observance of the covenants and agreements contained in this Indenture or
otherwise established with respect to such Securities.


 


(b)      No delay or omission of the
Trustee or of any holder of any of the Securities to exercise any right or
power accruing upon any Event of Default occurring and continuing as aforesaid
shall impair any such right or power, or shall be construed to be a waiver of
any such default or on acquiescence therein; and, subject to the provisions of Section 6.04,
every power and remedy given by this Article or by law to the Trustee or
the Securityholders may be exercised from time to time, and as often as shall
be deemed expedient, by the Trustee or by the Securityholders.


 


SECTION 6.06  Control by Securityholders.


 


The holders of a majority in
aggregate principal amount of the Securities of any series at the time
Outstanding, determined in accordance with Section 8.01, shall have the
right to direct 


 


23

















 


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 such series; provided, however,
that such direction shall not be in conflict with any rule of law or with
this Indenture or be unduly prejudicial to the rights of holders of Securities
of any other series at the time Outstanding determined in accordance with Section 8.01.  Subject to the provisions of Section 7.01,
the Trustee shall have the right to decline to follow any such direction if the
Trustee in good faith shall, by a Responsible Officer or Officers of the
Trustee, determine that the proceeding so directed would involve the Trustee in
personal liability.  The holders of a
majority in aggregate principal amount of the Securities of any series at the
time Outstanding affected thereby, determined in accordance with Section 8.01,
may on behalf of the holders of all of the Securities of such series waive any
past default in the performance of any of the covenants contained herein or
established pursuant to Section 2.01 with respect to such series and its
consequences, except an uncured default in the payment of the principal of (or
premium, if any) or interest on, any of the Securities of that series as and
when the same shall become due by the terms of such Securities otherwise than
by acceleration (unless such default has been cured and a sum sufficient to pay
all matured installments of interest and principal and any premium has been
deposited with the Trustee (in accordance with Section 6.01(c)).  Upon any such waiver, the default covered
thereby shall be deemed to be cured for all purposes of this Indenture and the
Company, the Trustee and the holders of the Securities of such series shall be
restored to their former positions and rights hereunder, respectively; but no
such waiver shall extend to any subsequent or other default or impair any right
consequent thereon.


 


SECTION 6.07  Undertaking to Pay Costs.


 


All parties to this
Indenture agree, and each holder of any Securities by such holder’s 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
by it as Trustee, the filing by any party litigant in such suit of an
undertaking to pay the costs of such suit, and that such court may in its
discretion assess reasonable costs, including reasonable attorneys’ fees,
against any party litigant in such suit, having due regard to the merits and
good faith of the claims or defenses made by such party litigant; but the
provisions of this Section shall not apply to any suit instituted by the
Trustee, to any suit instituted by any Securityholder, or group of
Securityholders, holding more than 10% in aggregate principal amount of the
Outstanding Securities of any series, or to any suit instituted by any
Securityholder for the enforcement of the payment of the principal of (or
premium, if any) or interest on any Security of such series, on or after the
respective due dates expressed in such Security or established pursuant to this
Indenture.


 


ARTICLE VII


 


CONCERNING THE TRUSTEE


 


SECTION 7.01  Certain Duties and Responsibilities of
Trustee.


 


(a)      The Trustee, prior to the
occurrence of an Event of Default with respect to the Securities of a series
and after the curing of all Events of Default with respect to the Securities of
that series that may have occurred, shall undertake to perform with respect to
the Securities 


 


24

















 


of such series such duties
and only such duties as are specifically set forth in this Indenture, and no
implied covenants shall be read into this Indenture against the Trustee.  In case an Event of Default with respect to
the Securities of a series has occurred (that has not been cured or waived),
the Trustee shall exercise with respect to Securities of that series such of the
rights and powers vested in it by this Indenture, and use the same degree of
care and skill in their exercise, as a prudent person would exercise or use
under the circumstances in the conduct of his own affairs.


 


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


 


(1)           prior to the occurrence of an Event of Default with
respect to the Securities of a series and after the curing or waiving of all
such Events of Default with respect to that series that may have occurred:


 


(i)            the duties and obligations
of the Trustee shall with respect to the Securities of such series be
determined solely by the express provisions of this Indenture, and the Trustee
shall not be liable with respect to the Securities of such series except for
the performance of such duties and obligations as are specifically set forth in
this Indenture, and no implied covenants or obligations shall be read into this
Indenture against the Trustee; and


 


(ii)           in the absence of bad faith
on the part of the Trustee, the Trustee may with respect to the Securities of
such series conclusively rely, as to the truth of the statements and the
correctness of the opinions expressed therein, upon any 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 that 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;


 


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


 


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


 


(4)           none of the provisions contained in this Indenture
shall require the Trustee to expend or risk its own funds or otherwise incur
personal financial liability in the performance of any of its duties or in the
exercise of any of its rights or powers, if there is reasonable ground for
believing that the repayment of such funds or liability is not reasonably
assured to it under the terms of this Indenture or adequate indemnity against
such risk is not reasonably assured to it.


 


25

















 


SECTION 7.02  Certain Rights of Trustee.


 


Except as otherwise provided
in Section 7.01:


 


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


 


(b)      Any request, direction,
order or demand of the Company mentioned herein shall be sufficiently evidenced
by a Board Resolution or an instrument signed in the name of the Company, by
the Chief Executive Officer or the President or any Senior Vice President and
by the Secretary or an Assistant Secretary or the Treasurer or an Assistant
Treasurer thereof (unless other evidence in respect thereof is specifically
prescribed herein);


 


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


 


(d)      The Trustee shall be under
no obligation to exercise any of the rights or powers vested in it by this
Indenture at the request, order or direction of any of the Securityholders,
pursuant to the provisions of this Indenture, unless such Securityholders shall
have offered to the Trustee reasonable security or indemnity against the costs,
expenses and liabilities that may be incurred therein or thereby; nothing
contained herein shall, however, relieve the Trustee of the obligation, upon the
occurrence of an Event of Default with respect to a series of the Securities
(that has not been cured or waived) to exercise with respect to Securities of
that series such of the rights and powers vested in it by this Indenture, and
to use the same degree of care and skill in their exercise, as a prudent person
would exercise or use under the circumstances in the conduct of his own
affairs;


 


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


 


(f)       The Trustee shall not be
bound to make any investigation into the facts or matters stated in any
resolution, certificate, statement, instrument, opinion, report, notice,
request, consent, order, approval, bond, security or other papers or documents,
unless requested in writing so to do by the holders of not less than a majority
in principal amount of the Outstanding Securities of the particular series affected
thereby (determined as provided in Section 8.04); provided, however, that
if the payment within a reasonable time to the Trustee of the costs, expenses
or liabilities likely to be incurred by it in the making of such investigation
is, in the opinion of the Trustee, not reasonably assured to the Trustee by the
security afforded to it by the terms of this Indenture, the Trustee may require
reasonable indemnity against such costs, expenses or liabilities as a condition
to so proceeding.  The reasonable expense
of every such examination shall be paid by the Company or, if paid by the
Trustee, shall be repaid by the Company upon demand; and


 


26














 


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


 


SECTION 7.03  Trustee Not Responsible for Recitals or
Issuance or Securities.


 


(a)      The recitals contained
herein and in the Securities shall be taken as the statements of the Company,
and the Trustee assumes no responsibility for the correctness of the same.


 


(b)      The Trustee makes no
representations as to the validity or sufficiency of this Indenture or of the
Securities.


 


(c)      The Trustee shall not be
accountable for the use or application by the Company of any of the Securities
or of the proceeds of such Securities, or for the use or application of any
moneys paid over by the Trustee in accordance with any provision of this
Indenture or established pursuant to Section 2.01, or for the use or
application of any moneys received by any paying agent other than the Trustee.


 


SECTION 7.04  May Hold Securities.


 


The Trustee or any paying
agent or Security Registrar, in its individual or any other capacity, may
become the owner or pledgee of Securities with the same rights it would have if
it were not Trustee, paying agent or Security Registrar.


 


SECTION 7.05  Moneys Held in Trust.


 


Subject to the provisions of
Section 11.05, all moneys received by the Trustee shall, until used or
applied as herein provided, be held in trust for the purposes for which they
were received, but need not be segregated from other funds except to the extent
required by law.  The Trustee shall be
under no liability for interest on any moneys received by it hereunder except
such as it may agree with the Company to pay thereon.


 


SECTION 7.06  Compensation and Reimbursement.


 


(a)      The Company covenants and
agrees to pay to the Trustee, and the Trustee shall be entitled to, such
reasonable compensation (which shall not be limited by any provision of law in
regard to the compensation of a trustee of an express trust), as the Company
and the Trustee may from time to time agree in writing, for all services
rendered by it in the execution of the trusts hereby created and in the
exercise and performance of any of the powers and duties hereunder of the
Trustee, and, except as otherwise expressly provided herein, the Company will
pay or reimburse the Trustee upon its request for all reasonable expenses,
disbursements and advances incurred or made by the Trustee in accordance with
any of the provisions of this Indenture (including the reasonable compensation
and the expenses and disbursements of its counsel and of all Persons not
regularly in its employ) except any such expense, disbursement or advance as may
arise from its negligence or bad faith. 
The Company also covenants to indemnify the Trustee (and its officers,
agents, directors and employees) for, and to hold it harmless against, any
loss, liability or expense incurred without negligence or bad faith on the 


 


27

















 


part of the Trustee and
arising out of or in connection with the acceptance or administration of this
trust, including the costs and expenses of defending itself against any claim
of liability in the premises.


 


(b)      The obligations of the
Company under this Section to compensate and indemnify the Trustee and to
pay or reimburse the Trustee for expenses, disbursements and advances shall
constitute additional indebtedness hereunder. 
Such additional indebtedness shall be secured by a lien prior to that of
the Securities upon all property and funds held or collected by the Trustee as
such, except funds held in trust for the benefit of the holders of particular
Securities.


 


SECTION 7.07  Reliance on Officers’ Certificate.


 


Except as otherwise provided
in Section 7.01, whenever in the administration of the provisions of this
Indenture the Trustee shall deem it necessary or desirable that a matter be
proved or established prior to taking or suffering or omitting to take any
action hereunder, such matter (unless other evidence in respect thereof be
herein specifically prescribed) may, in the absence of negligence or bad faith
on the part of the Trustee, be deemed to be conclusively proved and established
by an Officers’ Certificate delivered to the Trustee and such certificate, in
the absence of negligence or bad faith on the part of the Trustee, shall be
full warrant to the Trustee for any action taken, suffered or omitted to be
taken by it under the provisions of this Indenture upon the faith thereof.


 


SECTION 7.08  Disqualification; Conflicting Interests.


 


If the Trustee has or shall
acquire any “conflicting interest” within the meaning of Section 310(b) of
the Trust Indenture Act, the Trustee and the Company shall in all respects
comply with the provisions of Section 310(b) of the Trust Indenture
Act.


 


SECTION 7.09  Corporate Trustee Required; Eligibility.


 


There shall at all times be
a Trustee with respect to the Securities issued hereunder which shall at all
times be a corporation organized and doing business under the laws of the
United States of America or any State or Territory thereof or of the District
of Columbia, or a corporation or other Person permitted to act as trustee by
the Commission, authorized under such laws to exercise corporate trust powers,
having a combined capital and surplus of at least 50 million U.S. dollars
($50,000,000), and subject to supervision or examination by Federal, State,
Territorial or District of Columbia authority.  If such corporation publishes reports of
condition at least annually, pursuant to law or to the requirements of the
aforesaid supervising or examining authority, then for the purposes of this
Section, the combined capital and surplus of such corporation shall be deemed
to be its combined capital and surplus as set forth in its most recent report
of condition so published.  The Company
may not, nor may any Person directly or indirectly controlling, controlled by
or under common control with the Company, serve as Trustee.  In case at any time the Trustee shall cease
to be eligible in accordance with the provisions of this Section, the Trustee
shall resign immediately in the manner and with the effect specified in Section 7.10.


 


28

















 


SECTION 7.10  Resignation and Removal; Appointment of
Successor.


 


(a)      The Trustee or any successor
hereafter appointed, may at any time resign with respect to the Securities of
one or more series by giving written notice thereof to the Company and by
transmitting notice of resignation by mail, first class postage prepaid, to the
Securityholders of such series, as their names and addresses appear upon the
Security Register.  Upon receiving such
notice of resignation, the Company shall promptly appoint a successor trustee
with respect to Securities of such series by written instrument, in duplicate,
executed by order of the Board of Directors, one copy of which instrument shall
be delivered to the resigning Trustee and one copy to the successor
trustee.  If no successor trustee shall
have been so appointed and have accepted appointment within 30 days after the
mailing of such notice of resignation, the resigning Trustee may petition any
court of competent jurisdiction for the appointment of a successor trustee with
respect to Securities of such series, or any Securityholder of that series who
has been a bona fide holder of a Security or Securities for at least six months
may on behalf of himself and all others similarly situated, petition any such
court for the appointment of a successor trustee.  Such court may thereupon after such notice,
if any, as it may deem proper and prescribe, appoint a successor trustee.


 


(b)      In case at any time any one
of the following shall occur:


 


(1)           the Trustee shall fail to comply with the provisions
of Section 7.08 after written request therefor by the Company or by any
Securityholder who has been a bona fide holder of a Security or Securities for
at least six months; or


 


(2)           the Trustee shall cease to be eligible in accordance
with the provisions of Section 7.09 and shall fail to resign after written
request therefor by the Company or by any such Securityholder; or


 


(3)           the Trustee shall become incapable of acting, or
shall be adjudged a bankrupt or insolvent, or commence a voluntary bankruptcy
proceeding, or a receiver of the Trustee or of its property shall be appointed
or consented to, 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, the Company may remove the
Trustee with respect to all Securities and appoint a successor trustee by
written instrument, in duplicate, executed by order of the Board of Directors,
one copy of which instrument shall be delivered to the Trustee so removed and
one copy to the successor trustee, or, unless the Trustee’s duty to resign is
stayed as provided herein, any Securityholder who has been a bona fide holder
of a Security or Securities for at least six months may, on behalf of that
holder and all others similarly situated, petition any court of competent
jurisdiction for the removal of the Trustee and the appointment of a successor
trustee.  Such court may thereupon after
such notice, if any, as it may deem proper and prescribe, remove the Trustee
and appoint a successor trustee.


 


(c)      The holders of a majority in
aggregate principal amount of the Securities of any series at the time
Outstanding may at any time remove the Trustee with respect to such series by
so notifying the Trustee and the Company and may appoint a successor Trustee
for such series with the consent of the Company.


 


29

















 


(d)      Any resignation or removal
of the Trustee and appointment of a successor trustee with respect to the
Securities of a series pursuant to any of the provisions of this Section shall
become effective upon acceptance of appointment by the successor trustee as
provided in Section 7.11.


 


(e)      Any successor trustee
appointed pursuant to this Section may be appointed with respect to the
Securities of one or more series or all of such series, and at any time there
shall be only one Trustee with respect to the Securities of any particular
series.


 


SECTION 7.11  Acceptance of Appointment By Successor.


 


(a)      In case of the appointment
hereunder of a successor trustee with respect to all Securities, every such
successor trustee so appointed shall execute, acknowledge and deliver to the
Company and to the retiring Trustee an instrument accepting such appointment,
and thereupon the resignation or removal of the retiring Trustee shall become
effective and such successor trustee, without any further act, deed or
conveyance, shall become vested with all the rights, powers, trusts and duties
of the retiring Trustee; but, on the request of the Company or the successor
trustee, such retiring Trustee shall, upon payment of its charges, execute and
deliver an instrument transferring to such successor trustee all the rights,
powers and trusts of the retiring Trustee and shall duly assign, transfer and
deliver to such successor trustee all property and money held by such retiring
Trustee hereunder.


 


(b)      In case of the appointment
hereunder of a successor trustee with respect to the Securities of one or more
(but not all) series, the Company, the retiring Trustee and each successor
trustee with respect to the Securities of one or more series shall execute and
deliver an indenture supplemental hereto wherein each successor trustee shall
accept such appointment and which (1) shall contain such provisions as
shall be necessary or desirable to transfer and confirm to, and to vest in,
each successor trustee all the rights, powers, trusts and duties of the
retiring Trustee with respect to the Securities of that or those series to
which the appointment of such successor trustee relates, (2) 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 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 with respect to the Securities of that or those series
to which the appointment of such successor trustee relates 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, and each
such successor trustee, without any further act, deed or conveyance, shall
become vested with all the rights, powers, trusts and duties of the retiring
Trustee with respect to the Securities of that or those series to which the
appointment of such 


 


30

















 


successor trustee relates;
but, on request of the Company or any successor trustee, such retiring Trustee
shall duly assign, transfer and deliver to such successor trustee, 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.


 


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


 


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


 


(e)      Upon acceptance of
appointment by a successor trustee as provided in this Section, the Company
shall transmit notice of the succession of such trustee hereunder by mail,
first class postage prepaid, to the Securityholders, as their names and
addresses appear upon the Security Register. 
If the Company fails to transmit such notice within ten days after
acceptance of appointment by the successor trustee, the successor trustee shall
cause such notice to be transmitted at the expense of the Company.


 


SECTION 7.12  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 the corporate
trust business of the Trustee, shall be the successor of the Trustee hereunder,
provided that such corporation shall be qualified under the provisions of Section 7.08
and eligible under the provisions of Section 7.09, without the execution
or filing of any paper or any further act on the part of any of the parties
hereto, anything herein to the contrary notwithstanding.  In case any Securities shall have been
authenticated, but not delivered, by the Trustee then in office, any successor
by merger, conversion or consolidation to such authenticating Trustee may adopt
such authentication and deliver the Securities so authenticated with the same
effect as if such successor Trustee had itself authenticated such Securities.


 


SECTION 7.13   Preferential Collection of Claims Against
the Company.


 


The Trustee shall comply
with Section 311(a) of the Trust Indenture Act, excluding any
creditor relationship described in Section 311(b) of the Trust
Indenture Act.  A Trustee who has
resigned or been removed shall be subject to Section 311(a) of the
Trust Indenture Act to the extent included therein.


 


31

















 


ARTICLE VIII


 


CONCERNING THE
SECURITYHOLDERS


 


SECTION 8.01  Evidence of Action by Securityholders.


 


Whenever in this Indenture
it is provided that the holders of a majority or specified percentage in aggregate
principal amount of the Securities of a particular series may take any action
(including the making of any demand or request, the giving of any notice,
consent or waiver or the taking of any other action), the fact that at the time
of taking any such action the holders of such majority or specified percentage
of that series have joined therein may be evidenced by any instrument or any
number of instruments of similar tenor executed by such holders of Securities
of that series in Person or by agent or proxy appointed in writing.


 


If the Company shall solicit
from the Securityholders of any series any request, demand, authorization,
direction, notice, consent, waiver or other action, the Company may, at its
option, as evidenced by an Officers’ Certificate, fix in advance a record date
for such series for the determination of Securityholders entitled to give such
request, demand, authorization, direction, notice, consent, waiver or other
action, but the Company shall have no obligation to do so.  If such a record date is fixed, such request,
demand, authorization, direction, notice, consent, waiver or other action may
be given before or after the record date, but only the Securityholders of
record at the close of business on the record date shall be deemed to be
Securityholders for the purposes of determining whether Securityholders of the
requisite proportion of Outstanding Securities of that series have authorized
or agreed or consented to such request, demand, authorization, direction,
notice, consent, waiver or other action, and for that purpose the Outstanding
Securities of that series shall be computed as of the record date; provided,
however, that no such authorization, agreement or consent by such
Securityholders on the record date 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.


 


SECTION 8.02  Proof of Execution by Securityholders.


 


Subject to the provisions of
Section 7.01, proof of the execution of any instrument by a Securityholder
(such proof will not require notarization) or his agent or proxy and proof of
the holding by any Person of any of the Securities shall be sufficient if made
in the following manner:


 


(a)      The fact and date of the execution
by any such Person of any instrument may be proved in any reasonable manner
acceptable to the Trustee.


 


(b)      The ownership of Securities
shall be proved by the Security Register of such Securities or by a certificate
of the Security Registrar thereof.


 


(c)      The Trustee may require such
additional proof of any matter referred to in this Section as it shall
deem necessary.


 


32

















 


SECTION 8.03  Who May be Deemed Owners.


 


Prior to the due presentment
for registration of transfer of any Security, the Company, the Trustee, any
paying agent and any Security Registrar may deem and treat the Person in whose
name such Security shall be registered upon the books of the Company as the
absolute owner of such Security (whether or not such Security shall be overdue
and notwithstanding any notice of ownership or writing thereon made by anyone
other than the Security Registrar) for the purpose of receiving payment of or
on account of the principal of (and premium, if any) and (subject to Section 2.03)
interest on such Security and for all other purposes; and neither the Company
nor the Trustee nor any paying agent nor any Security Registrar shall be
affected by any notice to the contrary.


 


SECTION 8.04  Certain Securities Owned by Company
Disregarded.


 


In determining whether the
holders of the requisite aggregate principal amount of Securities of a
particular series have concurred in any direction, consent or waiver under this
Indenture, the Securities of that series that are owned by the Company or any
other obligor on the Securities of that series or by any Person directly or
indirectly controlling or controlled by or under common control with the
Company or any other obligor on the Securities of that series shall be disregarded
and deemed not to be Outstanding for the purpose of any such determination,
except that for the purpose of determining whether the Trustee shall be
protected in relying on any such direction, consent or waiver, only Securities
of such series that the Trustee actually knows are so owned shall be so
disregarded.  The Securities so owned
that have been pledged in good faith may be regarded as Outstanding for the
purposes of this Section, if the pledgee shall establish to the satisfaction of
the Trustee the pledgee’s right so to act with respect to such Securities and
that the pledgee is not a Person directly or indirectly controlling or
controlled by or under direct or indirect common control with the Company or
any such other obligor.  In case of a
dispute as to such right, any decision by the Trustee taken upon the advice of
counsel shall be full protection to the Trustee.


 


SECTION 8.05  Actions Binding on Future Securityholders.


 


At any time prior to (but
not after) the evidencing to the Trustee, as provided in Section 8.01, of
the taking of any action by the holders of the majority or percentage in
aggregate principal amount of the Securities of a particular series specified
in this Indenture in connection with such action, any holder of a Security of
that series that is shown by the evidence to be included in the Securities the
holders of which have consented to such action may, by filing written notice
with the Trustee, and upon proof of holding as provided in Section 8.02,
revoke such action so far as concerns such Security.  Except as aforesaid any such action taken by
the holder of any Security shall be conclusive and binding upon such holder and
upon all future holders and owners of such Security, and of any Security issued
in exchange therefor, on registration of transfer thereof or in place thereof,
irrespective of whether or not any notation in regard thereto is made upon such
Security.  Any action taken by the
holders of the majority or percentage in aggregate principal amount of the
Securities of a particular series specified in this Indenture in connection
with such action shall be conclusively binding upon the Company, the Trustee
and the holders of all the Securities of that series.


 


33

















 


ARTICLE IX


 


SUPPLEMENTAL INDENTURES


 


SECTION 9.01  Supplemental Indentures Without the Consent
of Securityholders.


 


In addition to any
supplemental indenture otherwise authorized by this Indenture, the Company and
the Trustee may from time to time and at any time enter into an indenture or
indentures supplemental hereto (which shall conform to the provisions of the
Trust Indenture Act as then in effect), without the consent of the
Securityholders, for one or more of the following purposes:


 


(a)      to cure any ambiguity, defect
or inconsistency herein or in the Securities of any series;


 


(b)      to comply with Article Ten;


 


(c)      to provide for
uncertificated Securities in addition to or in place of certificated
Securities;


 


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


 


(e)      to add to, delete from or
revise the conditions, limitations and restrictions on the authorized amount,
terms, purposes of issue, authentication and delivery of Securities, as herein
set forth;


 


(f)       to make any change that does
not adversely affect the rights of any Securityholder in any material respect;
or


 


(g)      to provide for the issuance
of and establish the form and terms and conditions of the Securities of any
series as provided in Section 2.01, to establish the form of any
certifications required to be furnished pursuant to the terms of this Indenture
or any series of Securities, or to add to the rights of the holders of any
series of Securities.


 


The Trustee is hereby
authorized to join with the Company in the execution of any such supplemental
indenture, and to make any further appropriate agreements and stipulations that
may be therein contained, but the Trustee shall not be obligated to enter into
any such supplemental indenture that affects the Trustee’s own rights, duties
or immunities under this Indenture or otherwise.


 


Any supplemental indenture
authorized by the provisions of this Section may be executed by the
Company and the Trustee without the consent of the holders of any of the Securities
at the time Outstanding, notwithstanding any of the provisions of Section 9.02.


 


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SECTION 9.02  Supplemental Indentures With Consent of
Securityholders.


 


With the consent (evidenced
as provided in Section 8.01) of the holders of not less than a majority in
aggregate principal amount of the Securities of each series affected by such
supplemental indenture or indentures at the time Outstanding, the Company, when
authorized by Board Resolutions, and the Trustee may from time to time and at
any time enter into an indenture or indentures supplemental hereto (which shall
conform to the provisions of the Trust Indenture Act as then in effect) for the
purpose of adding any provisions to or changing in any manner or eliminating
any of the provisions of this Indenture or of any supplemental indenture or of
modifying in any manner not covered by Section 9.01 the rights of the
holders of the Securities of such series under this Indenture; provided,
however, that no such supplemental indenture shall, without the consent of the
holders of each Security then Outstanding and affected thereby, (i) extend
the fixed maturity of any Securities of any series, or reduce the principal
amount thereof, or reduce the rate of interest thereon, or reduce any premium
payable upon the redemption thereof or (ii) reduce the aforesaid
percentage of Securities, the holders of which are required to consent to any
such supplemental indenture.


 


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


 


SECTION 9.03  Effect of Supplemental Indentures.


 


Upon the execution of any
supplemental indenture pursuant to the provisions of this Article or of Section 10.01,
this Indenture shall, with respect to such series, be and be deemed to be
modified and amended in accordance therewith and the respective rights,
limitations of rights, obligations, duties and immunities under this Indenture
of the Trustee, the Company and the holders of Securities of the series
affected thereby shall thereafter be determined, exercised and enforced
hereunder subject in all respects to such modifications and amendments, and all
the terms and conditions of any such supplemental indenture shall be and be
deemed to be part of the terms and conditions of this Indenture for any and all
purposes.


 


SECTION 9.04  Securities Affected by Supplemental
Indentures.


 


Securities of any series
affected by a supplemental indenture, authenticated and delivered after the
execution of such supplemental indenture pursuant to the provisions of this Article or
of Section 10.01, may bear a notation in form approved by the Company,
provided such form meets the requirements of any exchange upon which such
series may be listed, as to any matter provided for in such supplemental
indenture.  If the Company shall so
determine, new Securities of that series so modified as to conform, in the
opinion of the Board of Directors, to any modification of this Indenture
contained in any such supplemental indenture may be prepared by the Company,
authenticated by the Trustee and delivered in exchange for the Securities of
that series then Outstanding.


 


SECTION 9.05  Execution of Supplemental Indentures.


 


Upon the request of the
Company, accompanied by Board Resolutions authorizing the execution of any such
supplemental indenture, and upon the filing with the Trustee of evidence 


 


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of the consent of
Securityholders required to consent thereto as aforesaid, the Trustee shall
join with the Company in the execution of such supplemental indenture unless
such supplemental indenture affects the Trustee’s own rights, duties or
immunities under this Indenture or otherwise, in which case the Trustee may in
its discretion but shall not be obligated to enter into such supplemental
indenture.  The Trustee, subject to the
provisions of Section 7.01, may receive an Opinion of Counsel as
conclusive evidence that any supplemental indenture executed pursuant to this Article is
authorized or permitted by, and conforms to, the terms of this Article and
that it is proper for the Trustee under the provisions of this Article to
join in the execution thereof; provided, however, that such Opinion of Counsel
need not be provided in connection with the execution of a supplemental
indenture that establishes the terms of a series of Securities pursuant to Section 2.01
hereof.


 


Promptly after the execution
by the Company and the Trustee of any supplemental indenture pursuant to the
provisions of this Section, the Trustee shall transmit by mail, first class
postage prepaid, a notice, setting forth in general terms the substance of such
supplemental indenture, to the Securityholders of all series affected thereby
as their names and addresses appear upon the Security Register.  Any failure of the Trustee to mail such
notice, or any defect therein, shall not, however, in any way impair or affect
the validity of any such supplemental indenture.


 


ARTICLE X


 


SUCCESSOR ENTITY


 


SECTION 10.01  Company May Consolidate, Etc.


 


Nothing contained in this
Indenture or in any of the Securities shall prevent any consolidation or merger
of the Company with or into any other Person (whether or not affiliated with
the Company) or successive consolidations or mergers in which the Company or
its successor or successors shall be a party or parties, or shall prevent any
sale, conveyance, transfer or other disposition of the property of the Company
or its successor or successors as an entirety, or substantially as an entirety,
to any other corporation (whether or not affiliated with the Company or its
successor or successors) authorized to acquire and operate the same; provided,
however, the Company hereby covenants and agrees that, upon any such consolidation
or merger (in each case, if the Company is not the survivor of such
transaction), sale, conveyance, transfer or other disposition, the due and
punctual payment of the principal of (premium, if any) and interest on all of
the Securities of all series in accordance with the terms of each series,
according to their tenor, and the due and punctual performance and observance
of all the covenants and conditions of this Indenture with respect to each
series or established with respect to such series pursuant to Section 2.01
to be kept or performed by the Company shall be expressly assumed, by
supplemental indenture (which shall conform to the provisions of the Trust
Indenture Act as then in effect) satisfactory in form to the Trustee executed
and delivered to the Trustee by the entity formed by such consolidation, or
into which the Company shall have been merged, or by the entity which shall
have acquired such property.


 


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SECTION 10.02  Successor Entity Substituted.


 


(a)                  In case of any
such consolidation, merger, sale, conveyance, transfer or other disposition and
upon the assumption by the successor entity by supplemental indenture, executed
and delivered to the Trustee and satisfactory in form to the Trustee, of the
due and punctual payment of the principal of (and premium, if any) and interest
on all of the Securities of all series Outstanding and the due and punctual
performance of all of the covenants and conditions of this Indenture or
established with respect to each series of the Securities pursuant to Section 2.01
to be performed by the Company with respect to each series, such successor
entity shall succeed to and be substituted for the Company with the same effect
as if it had been named as the Company herein, and thereupon the predecessor
corporation shall be relieved of all obligations and covenants under this
Indenture and the Securities.


 


(b)                 In case of any
such consolidation, merger, sale, conveyance, transfer or other disposition,
such changes in phraseology and form (but not in substance) may be made in the
Securities thereafter to be issued as may be appropriate.


 


(c)                  Nothing
contained in this Article shall apply to limit or impose any requirements
upon the consolidation or merger of any Person into the Company where the
Company is the survivor of such transaction, or the acquisition by the Company,
by purchase or otherwise, of all or any part of the property of any other
Person (whether or not affiliated with the Company).


 


SECTION 10.03  Evidence of Consolidation, Etc. to Trustee.


 


The Trustee, subject to the
provisions of Section 7.01, may receive an Opinion of Counsel as
conclusive evidence that any such consolidation, merger, sale, conveyance,
transfer or other disposition, and any such assumption, comply with the
provisions of this Article.


 


ARTICLE XI


 


SATISFACTION AND DISCHARGE


 


SECTION 11.01  Satisfaction and Discharge of Indenture.


 


If at any time:  (a) the Company shall have delivered to
the Trustee for cancellation all Securities of a series theretofore
authenticated (other than any Securities that have been destroyed, lost or
stolen and that have been replaced or paid as provided in Section 2.07)
and Securities for whose payment money or Governmental Obligations have
theretofore been deposited in trust or segregated and held in trust by the
Company (and thereupon repaid to the Company or discharged from such trust, as
provided in Section 11.05); or (b) all such Securities of a
particular series not theretofore delivered to the Trustee for cancellation
shall have become due and payable, or are by their terms to become due and
payable within one year or are to be called for redemption within one year
under arrangements satisfactory to the Trustee for the giving of notice of
redemption, and the Company shall deposit or cause to be deposited with the
Trustee as trust funds the entire amount in moneys or Governmental Obligations
or a combination thereof, sufficient in the opinion of a nationally recognized
firm of independent public accountants expressed in a written certification
thereof delivered to the Trustee, to pay at 


 


37

















 


maturity or upon redemption
all Securities of that series not theretofore delivered to the Trustee for
cancellation, including principal (and premium, if any) and interest due or to
become due to such date of maturity or date fixed for redemption, as the case
may be, and if the Company shall also pay or cause to be paid all other sums
payable hereunder with respect to such series by the Company then this
Indenture shall thereupon cease to be of further effect with respect to such
series except for the provisions of Sections 2.03, 2.05, 2.07, 4.01, 4.02, 4.03
and 7.10, that shall survive until the date of maturity or redemption date, as
the case may be, and Sections 7.06 and 11.05, that shall survive to such date
and thereafter, and the Trustee, on demand of the Company and at the cost and
expense of the Company, shall execute proper instruments acknowledging
satisfaction of and discharging this Indenture with respect to such series.


 


SECTION 11.02  Discharge of Obligations.


 


If at any time all such
Securities of a particular series not heretofore delivered to the Trustee for
cancellation or that have not become due and payable as described in Section 11.01
shall have been paid by the Company by depositing irrevocably with the Trustee
as trust funds moneys or an amount of Governmental Obligations sufficient to
pay at maturity or upon redemption all such Securities of that series not
theretofore delivered to the Trustee for cancellation, including principal (and
premium, if any) and interest due or to become due to such date of maturity or
date fixed for redemption, as the case may be, and if the Company shall also
pay or cause to be paid all other sums payable hereunder by the Company with
respect to such series, then after the date such moneys or Governmental
Obligations, as the case may be, are deposited with the Trustee, the
obligations of the Company under this Indenture with respect to such series
shall cease to be of further effect except for the provisions of Sections 2.03,
2.05, 2.07, 4.01, 4.02, 4.03, 7.06, 7.10 and 11.05 hereof that shall survive
until such Securities shall mature and be paid. 
Thereafter, Sections 7.06 and 11.05 shall survive.


 


SECTION 11.03  Deposited Moneys to be Held in Trust.


 


All moneys or Governmental
Obligations deposited with the Trustee pursuant to Sections 11.01 or 11.02
shall be held in trust and shall be available for payment as due, either directly
or through any paying agent (including the Company acting as its own paying
agent), to the holders of the particular series of Securities for the payment
or redemption of which such moneys or Governmental Obligations have been
deposited with the Trustee.


 


SECTION 11.04  Payment of Moneys Held by Paying Agents.


 


In connection with the
satisfaction and discharge of this Indenture all moneys or Governmental
Obligations then held by any paying agent under the provisions of this
Indenture shall, upon demand of the Company, be paid to the Trustee and
thereupon such paying agent shall be released from all further liability with
respect to such moneys or Governmental Obligations.


 


SECTION 11.05  Repayment to Company.


 


Any moneys or Governmental
Obligations deposited with any paying agent or the Trustee, or then held by the
Company, in trust for payment of principal of (and premium, if any) or interest
on the Securities of a particular series that are not applied but remain
unclaimed by the 


 


38

















 


holders of such Securities
for at least two years after the date upon which the principal of (and premium,
if any) or interest on such Securities shall have respectively become due and
payable, shall be repaid to the Company or (if then held by the Company) shall
be discharged from such trust; and thereupon the paying agent and the Trustee
shall be released from all further liability with respect to such moneys or
Governmental Obligations, and the holder of any of the Securities entitled to
receive such payment shall thereafter, as an unsecured general creditor, look
only to the Company for the payment thereof.


 


ARTICLE XII


 


IMMUNITY OF INCORPORATORS, STOCKHOLDERS,
OFFICERS AND DIRECTORS


 


SECTION 12.01  No Recourse.


 


No recourse under or upon
any obligation, covenant or agreement of this Indenture, or of any Security, or
for any claim based thereon or otherwise in respect thereof, shall be had
against any incorporator, stockholder, officer or director, past, present or
future as such, of the Company or of any predecessor or successor corporation,
either directly or through the Company or any such predecessor or successor
corporation, whether by virtue of any constitution, statute or rule of
law, or by the enforcement of any assessment or penalty or otherwise; it being
expressly understood that this Indenture and the obligations issued hereunder
are solely corporate obligations, and that no such personal liability whatever
shall attach to, or is or shall be incurred by, the incorporators,
stockholders, officers or directors as such, of the Company or of any
predecessor or successor corporation, 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 of
the Securities or implied therefrom; and that any and all such personal
liability of every name 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 incorporator, stockholder, 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
of the Securities or implied 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 such Securities.


 


ARTICLE XIII


 


MISCELLANEOUS PROVISIONS


 


SECTION 13.01  Effect on Successors and Assigns.


 


All the covenants,
stipulations, promises and agreements in this Indenture contained by or on
behalf of the Company shall bind its successors and assigns, whether so
expressed or not.


 


SECTION 13.02  Actions by Successor.


 


Any act or proceeding by any
provision of this Indenture authorized or required to be done or performed by
any board, committee or officer of the Company shall and may be done 


 


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and performed with like
force and effect by the corresponding board, committee or officer of any
corporation that shall at the time be the lawful successor of the Company.


 


SECTION 13.03  Notices.


 


Except as otherwise
expressly provided herein any notice or demand that by any provision of this
Indenture is required or permitted to be given or served by the Trustee or by
the holders of Securities to or on the Company may be given or served by being
deposited first class postage prepaid in a post-office letterbox addressed
(until another address is filed in writing by the Company with the Trustee), as
follows:  [                   ].  Any notice, election, request or demand by the
Company or any Securityholder to or upon the Trustee shall be deemed to have
been sufficiently given or made, for all purposes, if given or made in writing
at the Corporate Trust Office of the Trustee.


 


SECTION 13.04  Governing Law.


 


This Indenture and each
Security shall be deemed to be a contract made under the internal laws of the
State of New York, and for all purposes shall be construed in accordance with
the laws of said State.


 


SECTION 13.05  Submission to Jurisdiction; Appointment of
Agent for Service of Process.


 


The
Company hereby appoints       , acting through
its office at       (or such other address in the
Borough of Manhattan, The City of New York, as such agent shall furnish in
writing to the Trustee) as its authorized agent (the “Authorized Agent”) upon
which process may be served in any legal action or proceeding against it with
respect to its obligations under this Indenture or the Securities of any
series, as the case may be, instituted in any federal or state court in the
Borough of Manhattan, The City of New York by the holder of any Security, and
agrees that service of process upon the Authorized Agent, together with written
notice of said service mailed or delivered to the Company, addressed as
provided in Section 13.03, shall be deemed in every respect effective
service of process upon the Company in any such legal action or proceeding, and
the Company hereby irrevocably submits to the non-exclusive jurisdiction of any
such court in respect of any such legal action or proceeding and waives, to the
extent it may effectively do so, any objection it may have to the laying of the
venue of any such legal action or proceeding. 
Such appointment shall be irrevocable so long as the holders of
Securities shall have any rights pursuant to the terms of the Securities or of
this Indenture until the appointment of a successor Authorized Agent by the
Company and such successor’s acceptance of such appointment.  The Company reserves the right to appoint
another person located, or with an office, in the Borough of Manhattan, The
City of New York, selected in its sole discretion, as a successor Authorized
Agent, and upon acceptance of such appointment by such a successor the
appointment of the prior Authorized Agent shall terminate.  If for any reason
       ceases to be able to act as the Authorized
Agent or to have an address in the Borough of Manhattan, The City of New York,
the Company will appoint a successor Authorized Agent in accordance with the
preceding sentence.  The Company further
agrees to take any and all action, including the filing of any and all
documents and instruments as may be necessary to continue such designation and
appointment of such agent or successor in full force and effect for as long as
required hereunder.


 


40

















 


SECTION 13.06  Compliance Certificates and Opinions.


 


(a)                  Upon any
application or demand by the Company to the Trustee to take any action under
any of the provisions of this Indenture, the Company shall furnish to the
Trustee an Officers’ Certificate stating that all conditions precedent 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 have been complied with, except that in the case of any
such application or demand as to which the furnishing of such documents is
specifically required by any provision of this Indenture relating to such
particular application or demand, no additional certificate or opinion need be
furnished.


 


(b)                 Each
certificate or opinion provided for in this Indenture and delivered to the
Trustee with respect to compliance with a condition or covenant in this
Indenture shall include (1) a statement that the Person making such
certificate or opinion has read such covenant or condition; (2) a brief
statement as to the nature and scope of the examination or investigation upon
which the statements or opinions contained in such certificate or opinion are
based; (3) a statement that, in the opinion of such Person, he has made
such examination or investigation as is necessary to enable him to express an
informed opinion as to whether or not such covenant or condition has been
complied with; and (4) a statement as to whether or not, in the opinion of
such Person, such condition or covenant has been complied with.


 


(c)                  The Company
shall furnish to the Trustee, on [                                       ] of
each year, a brief certificate from the principal executive officer, principal
financial officer or principal accounting officer as to his or her knowledge of
such obligor’s compliance with all conditions and covenants under this
Indenture.  For purposes of this
subsection, such compliance shall be determined without regard to any period of
grace or requirement of notice provided hereunder.


 


SECTION 13.07  Payments on Business Days.


 


Except as provided pursuant
to Section 2.01 pursuant to a Board Resolution, and as set forth in an
Officers’ Certificate, or established in one or more indentures supplemental to
this Indenture, in any case where the date of maturity of interest or principal
of any Security or the date of redemption of any Security shall not be a
Business Day, then payment of interest or principal (and premium, if any) may
be made on the next succeeding Business Day with the same force and effect as
if made on the nominal date of maturity or redemption, and no interest shall
accrue for the period after such nominal date.


 


SECTION 13.08  Conflict with Trust Indenture Act.


 


If and to the extent that
any provision of this Indenture limits, qualifies or conflicts with the duties
imposed by Sections 310 to 317, inclusive, of the Trust Indenture Act, such
imposed duties shall control.


 


SECTION 13.09  Counterparts.


 


This Indenture may be
executed in any number of counterparts, each of which shall be an original, but
such counterparts shall together constitute but one and the same instrument.


 


41

















 


SECTION 13.10  Separability.


 


In case any one or more of
the provisions contained in this Indenture or in the Securities of any series
shall for any reason be held to be invalid, illegal or unenforceable in any
respect, such invalidity, illegality or unenforceability shall not affect any
other provisions of this Indenture or of such Securities, but this Indenture
and such Securities shall be construed as if such invalid or illegal or
unenforceable provision had never been contained herein or therein.


 


SECTION 13.11  Assignment.


 


The Company will have the
right at all times to assign any of its rights or obligations under this
Indenture to a direct or indirect wholly owned Subsidiary of the Company,
provided that, in the event of any such assignment, the Company will remain
liable for all such obligations.  Subject
to the foregoing, the Indenture is binding upon and inures to the benefit of
the parties thereto and their respective successors and assigns.  This Indenture may not otherwise be assigned
by the parties thereto.


 


ARTICLE XIV


 


SUBORDINATION OF SECURITIES


 


SECTION 14.01  Subordination Terms.


 


The payment by the Company
of the principal of (and premium, if any) and interest on any series of
Securities issued hereunder shall be subordinated to the extent set forth in an
indenture supplemental hereto relating to such securities.


 


[Remainder
of page intentionally left blank.]


 


42

















 


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


 


	
   

  	
  VERTEX
  PHARMACEUTICALS INCORPORATED

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
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  as
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