Exhibit 4.7


 


FORM OF
SENIOR INDENTURE


 


VERTEX PHARMACEUTICALS INCORPORATED,


 


ISSUER


 


and


 


[                   ],


 


TRUSTEE


 


INDENTURE


 


Dated
as of [                   ], 201[   ]


 


Senior
Debt Securities


 

















 


CROSS-REFERENCE
TABLE(1)


 


	
  Section of
  Trust Indenture Act Section 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), 5.04(b)

  
	
   

  	
   

  	
   

  
	
  313(d)

  	
   

  	
  5.04(c)

  
	
   

  	
   

  	
   

  
	
  314(a)

  	
   

  	
  5.03, 3.05(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 Section 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)

  	
   

  	
  13.06

  



 






(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

  
	
   

  	
   

  
	
  SECTION 4.01 Payment of
  Principal, Premium and Interest

  	
  16

  
	
   

  	
   

  
	
  SECTION 4.02 Maintenance of
  Office or Agency

  	
  16

  
	
   

  	
   

  
	
  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

  



 


i

















 


	
  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

  	
  25

  
	
   

  	
   

  
	
  SECTION 7.03 Trustee Not
  Responsible for Recitals or Issuance or Securities

  	
  26

  
	
   

  	
   

  
	
  SECTION 7.04 May Hold
  Securities

  	
  27

  
	
   

  	
   

  
	
  SECTION 7.05 Moneys Held in
  Trust

  	
  27

  
	
   

  	
   

  
	
  SECTION 7.06 Compensation
  and Reimbursement

  	
  27

  
	
   

  	
   

  
	
  SECTION 7.07 Reliance on
  Officers’ Certificate

  	
  27

  
	
   

  	
   

  
	
  SECTION 7.08 Disqualification;
  Conflicting Interests

  	
  28

  
	
   

  	
   

  
	
  SECTION 7.09 Corporate
  Trustee Required; Eligibility

  	
  28

  
	
   

  	
   

  
	
  SECTION 7.10 Resignation and
  Removal; Appointment of Successor

  	
  28

  
	
   

  	
   

  
	
  SECTION 7.11 Acceptance of
  Appointment By Successor

  	
  29

  
	
   

  	
   

  
	
  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

  	
  31

  
	
   

  	
   

  
	
  SECTION 8.01 Evidence of
  Action by Securityholders

  	
  31

  
	
   

  	
   

  
	
  SECTION 8.02 Proof of
  Execution by Securityholders

  	
  32

  
	
   

  	
   

  
	
  SECTION 8.03 Who May be
  Deemed Owners

  	
  32

  
	
   

  	
   

  
	
  SECTION 8.04
  Certain Securities Owned by Company Disregarded

  	
  32

  



 


ii

















 


	
  SECTION 8.05 Actions Binding
  on Future Securityholders

  	
  33

  
	
   

  	
   

  
	
  ARTICLE IX SUPPLEMENTAL INDENTURES

  	
  33

  
	
   

  	
   

  
	
  SECTION 9.01 Supplemental
  Indentures Without the Consent of Securityholders

  	
  33

  
	
   

  	
   

  
	
  SECTION 9.02 Supplemental
  Indentures With Consent of Securityholders

  	
  34

  
	
   

  	
   

  
	
  SECTION 9.03 Effect of
  Supplemental Indentures

  	
  34

  
	
   

  	
   

  
	
  SECTION 9.04 Securities
  Affected by Supplemental Indentures

  	
  35

  
	
   

  	
   

  
	
  SECTION 9.05 Execution of
  Supplemental Indentures

  	
  35

  
	
   

  	
   

  
	
  ARTICLE X SUCCESSOR ENTITY

  	
  35

  
	
   

  	
   

  
	
  SECTION 10.01 Company
  May Consolidate, Etc.

  	
  35

  
	
   

  	
   

  
	
  SECTION 10.02 Successor
  Entity Substituted

  	
  36

  
	
   

  	
   

  
	
  SECTION 10.03 Evidence of
  Consolidation, Etc. to Trustee

  	
  36

  
	
   

  	
   

  
	
  ARTICLE XI SATISFACTION AND DISCHARGE

  	
  37

  
	
   

  	
   

  
	
  SECTION 11.01 Satisfaction
  and Discharge of Indenture

  	
  37

  
	
   

  	
   

  
	
  SECTION 11.02 Discharge of
  Obligations

  	
  37

  
	
   

  	
   

  
	
  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

  	
  38

  
	
   

  	
   

  
	
  SECTION 12.01 No Recourse

  	
  38

  
	
   

  	
   

  
	
  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

  	
  39

  
	
   

  	
   

  
	
  SECTION 13.04 Governing Law

  	
  39

  
	
   

  	
   

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

  	
  39

  
	
   

  	
   

  
	
  SECTION 13.06 Compliance
  Certificates and Opinions

  	
  40

  
	
   

  	
   

  
	
  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

  	
  41

  



 


iii

















 


	
  SECTION 13.11
  Assignment

  	
  41

  



 






(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 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.


 


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


 


4

















 


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;


 


(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 


 


5

















 


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 Unites 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;
and


 


(18)     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.


 


6

















 


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


 


7

















 


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.


 


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 


 


8

















 


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 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, 


 


9

















 


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, 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 


 


10

















 


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


 


11














 


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,
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.


 


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 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, 


 


12

















 


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 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.


 


13

















 


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 the office or agency of the Company in 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.


 


(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. 


 


14

















 


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.


 


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 


 


15

















 


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.


 


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 


 


16

















 


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


 


(2)       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;


 


(3)       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;


 


(4)       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


 


(5)       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 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.


 


17

















 


(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).


 


(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).


 


18

















 


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.


 


(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 


 


19

















 


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 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 


 


20

















 


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 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


 


21














 


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; and


 


SECOND:       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 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 


 


22

















 


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 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 


 


23

















 


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 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:


 


24

















 


(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.


 


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);


 


25

















 


(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


 


(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 


 


26

















 


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 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 


 


27

















 


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.


 


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.


 


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(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.


 


(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 


 


29

















 


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 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.


 


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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.


 


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,


 


31














 


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.


 


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 


 


32

















 


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.


 


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;


 


33

















 


(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.


 


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 


 


34

















 


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 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 


 


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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.


 


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


 


(b)           thereupon the predecessor
corporation shall be relieved of all obligations and covenants under this
Indenture and the Securities.


 


(c)           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.


 


(d)           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.


 


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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 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.


 


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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 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 


 


38

















 


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 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 


 


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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.


 


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.


 


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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.


 


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.


 


[Remainder
of page intentionally left blank.]


 


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


 


	
   

  	
  VERTEX
  PHARMACEUTICALS INCORPORATED

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  [                                          ],

  
	
   

  	
  as Trustee

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  



 


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