Exhibit 4.1




 





 


DUKE
REALTY LIMITED PARTNERSHIP


Issuer


TO


J.P.
MORGAN TRUST COMPANY, NATIONAL ASSOCIATION


Trustee


 






 


Indenture


Dated
as of July 28, 2006






Debt
Securities




 


















 


 


TABLE
OF CONTENTS


	
  

  	
   

  	
  Page

  
	
  Parties

  	
   

  	
  1

  
	
  Recitals

  	
   

  	
  1

  
	
   

  	
   

  	
   

  
	
  ARTICLE
  ONE

  	
   

  	
   

  
	
  Definitions
  and Other Provisions of General Application

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION 101. Definitions

  	
   

  	
  1

  
	
  Act

  	
   

  	
  2

  
	
  Additional
  Amounts

  	
   

  	
  2

  
	
  Affiliate

  	
   

  	
  2

  
	
  Annual Service
  Charge

  	
   

  	
  2

  
	
  Authenticating
  Agent

  	
   

  	
  2

  
	
  Authorized
  Newspaper

  	
   

  	
  2

  
	
  Bankruptcy Law

  	
   

  	
  2

  
	
  Bearer Security

  	
   

  	
  2

  
	
  Board of
  Directors

  	
   

  	
  2

  
	
  Board Resolution

  	
   

  	
  2

  
	
  Business Day

  	
   

  	
  2

  
	
  CEDEL

  	
   

  	
  2

  
	
  Commission

  	
   

  	
  3

  
	
  Consolidated
  Income Available for Debt Service

  	
   

  	
  3

  
	
  Consolidated Net
  Income

  	
   

  	
  3

  
	
  Conversion Event

  	
   

  	
  3

  
	
  Corporate Trust
  Office

  	
   

  	
  3

  
	
  corporation

  	
   

  	
  3

  
	
  coupon

  	
   

  	
  3

  
	
  Custodian

  	
   

  	
  3

  
	
  Debt

  	
   

  	
  3

  
	
  Defaulted
  Interest

  	
   

  	
  4

  
	
  Dollar or $

  	
   

  	
  4

  
	
  ECU

  	
   

  	
  4

  
	
  Euroclear

  	
   

  	
  4

  
	
  European
  Communities

  	
   

  	
  4

  
	
  European
  Monetary System

  	
   

  	
  4

  
	
  Event of Default

  	
   

  	
  4

  
	
  Foreign Currency

  	
   

  	
  4

  
	
  Funds from
  Operations

  	
   

  	
  4

  
	
  GAAP

  	
   

  	
  4

  
	
  General Partner

  	
   

  	
  4

  
	
  Government
  Obligations

  	
   

  	
  4

  
	
  Holder

  	
   

  	
  5

  
	
  Indenture

  	
   

  	
  5

  
	
  Indexed Security

  	
   

  	
  5

  



 



 i
 






 



 


	
  Interest

  	
   

  	
  5

  
	
  Interest Payment
  Date

  	
   

  	
  5

  
	
  Issuer

  	
   

  	
  5

  
	
  Issuer Request
  and Issuer Order

  	
   

  	
  5

  
	
  Maturity

  	
   

  	
  6

  
	
  Officers’
  Certificate

  	
   

  	
  6

  
	
  Opinion of
  Counsel

  	
   

  	
  6

  
	
  Original Issue
  Discount Security

  	
   

  	
  6

  
	
  Outstanding

  	
   

  	
  6

  
	
  Paying Agent

  	
   

  	
  7

  
	
  Person

  	
   

  	
  7

  
	
  Place of Payment

  	
   

  	
  7

  
	
  Predecessor
  Security

  	
   

  	
  7

  
	
  Redemption Date

  	
   

  	
  7

  
	
  Redemption Price

  	
   

  	
  7

  
	
  Registered
  Security

  	
   

  	
  8

  
	
  Regular Record Date

  	
   

  	
  8

  
	
  Repayment Date

  	
   

  	
  8

  
	
  Repayment Price

  	
   

  	
  8

  
	
  Responsible
  Officer

  	
   

  	
  8

  
	
  Security

  	
   

  	
  8

  
	
  Security
  Register and Security Registrar

  	
   

  	
  8

  
	
  Significant
  Subsidiary

  	
   

  	
  8

  
	
  Special Record
  Date

  	
   

  	
  8

  
	
  Stated Maturity

  	
   

  	
  8

  
	
  Subsidiary

  	
   

  	
  8

  
	
  Total Assets

  	
   

  	
  9

  
	
  Total
  Unencumbered Assets

  	
   

  	
  9

  
	
  Trust Indenture
  Act or TIA

  	
   

  	
  9

  
	
  Trustee

  	
   

  	
  9

  
	
  Undepreciated
  Real Estate Assets

  	
   

  	
  9

  
	
  United States

  	
   

  	
  9

  
	
  United States
  Person

  	
   

  	
  9

  
	
  Unsecured Debt

  	
   

  	
  9

  
	
  Yield to
  Maturity

  	
   

  	
  9

  
	
  SECTION 102. Compliance Certificates and Opinions

  	
   

  	
  9

  
	
  SECTION 103. Form of Documents Delivered to Trustee

  	
   

  	
  10

  
	
  SECTION 104. Acts of Holders

  	
   

  	
  10

  
	
  SECTION 105. Notices, etc., to Trustee and Issuer

  	
   

  	
  12

  
	
  SECTION 106. Notice to Holders; Waiver

  	
   

  	
  12

  
	
  SECTION 107. Effect of Headings and Table of
  Contents

  	
   

  	
  13

  
	
  SECTION 108. Successors and Assigns

  	
   

  	
  13

  
	
  SECTION 109. Separability Clause

  	
   

  	
  13

  
	
  SECTION 110. Benefits of Indenture

  	
   

  	
  13

  
	
  SECTION 111. Governing Law

  	
   

  	
  14

  
	
  SECTION 112. Legal Holidays

  	
   

  	
  14

  



 



 ii
 






 



 


	
  ARTICLE TWO

  	
   

  	
   

  
	
  SECURITIES
  FORMS

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION 201. Forms of Securities

  	
   

  	
  14

  
	
  SECTION 202. Form of Trustee’s Certificate of
  Authentication

  	
   

  	
  14

  
	
  SECTION 203. Securities Issuable in Global Form

  	
   

  	
  15

  
	
   

  	
   

  	
   

  
	
  ARTICLE
  THREE

  	
   

  	
   

  
	
  THE
  SECURITIES

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION 301. Amount Unlimited; Issuable in Series

  	
   

  	
  16

  
	
  SECTION 302. Denominations

  	
   

  	
  19

  
	
  SECTION 303. Execution, Authentication, Delivery and
  Dating

  	
   

  	
  19

  
	
  SECTION 304. Temporary Securities

  	
   

  	
  21

  
	
  SECTION 305. Registration, Registration of Transfer
  and Exchange

  	
   

  	
  23

  
	
  SECTION 306. Mutilated, Destroyed, Lost and Stolen
  Securities

  	
   

  	
  26

  
	
  SECTION 307. Payment of Interest; Interest Rights
  Preserved

  	
   

  	
  27

  
	
  SECTION 308. Persons Deemed Owners

  	
   

  	
  29

  
	
  SECTION 309. Cancellation

  	
   

  	
  30

  
	
  SECTION 310. Computation of Interest

  	
   

  	
  30

  
	
   

  	
   

  	
   

  
	
  ARTICLE
  FOUR

  	
   

  	
   

  
	
  SATISFACTION
  AND DISCHARGE

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION 401. Satisfaction and Discharge of Indenture

  	
   

  	
  30

  
	
  SECTION 402. Application of Trust Funds

  	
   

  	
  32

  
	
   

  	
   

  	
   

  
	
  ARTICLE
  FIVE

  	
   

  	
   

  
	
  REMEDIES

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION 501. Events of Default

  	
   

  	
  32

  
	
  SECTION 502. Acceleration of Maturity; Rescission
  and Annulment

  	
   

  	
  33

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

  	
   

  	
  34

  
	
  SECTION 504. Trustee May File Proofs of Claim

  	
   

  	
  35

  
	
  SECTION 505. Trustee May Enforce Claims Without
  Possession of Securities or Coupons

  	
   

  	
  36

  
	
  SECTION 506. Application of Money Collected

  	
   

  	
  36

  
	
  SECTION 507. Limitation on Suits

  	
   

  	
  36

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

  	
   

  	
  37

  
	
  SECTION 509. Restoration of Rights and Remedies

  	
   

  	
  37

  
	
  SECTION 510. Rights and Remedies Cumulative

  	
   

  	
  37

  
	
  SECTION 511. Delay or Omission Not Waiver

  	
   

  	
  37

  
	
  SECTION 512. Control by Holders of Securities

  	
   

  	
  37

  
	
  SECTION 513. Waiver of Past Defaults

  	
   

  	
  38

  
	
  SECTION 514. Waiver of Usury, Stay or Extension Laws

  	
   

  	
  38

  
	
  SECTION 515. Undertaking for Costs

  	
   

  	
  38

  



 



 iii
 






 



 


	
  ARTICLE SIX

  	
   

  	
   

  
	
  THE
  TRUSTEE

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION 601. Notice of Defaults

  	
   

  	
  39

  
	
  SECTION 602. Certain Rights of Trustee

  	
   

  	
  39

  
	
  SECTION 603. Not Responsible for Recitals or
  Issuance of Securities

  	
   

  	
  40

  
	
  SECTION 604. May Hold Securities

  	
   

  	
  40

  
	
  SECTION 605. Money Held in Trust

  	
   

  	
  40

  
	
  SECTION 606. Compensation and Reimbursement

  	
   

  	
  41

  
	
  SECTION 607. Corporate Trustee Required;
  Eligibility; Conflicting Interests

  	
   

  	
  41

  
	
  SECTION 608. Resignation and Removal; Appointment of
  Successor

  	
   

  	
  41

  
	
  SECTION 609. Acceptance of Appointment by Successor

  	
   

  	
  43

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

  	
   

  	
  44

  
	
  SECTION 611. Appointment of Authenticating Agent

  	
   

  	
  44

  
	
   

  	
   

  	
   

  
	
  ARTICLE
  SEVEN

  	
   

  	
   

  
	
  HOLDERS’
  LISTS AND REPORTS BY TRUSTEE AND ISSUER

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION 701. Disclosure of Names and Addresses of
  Holders

  	
   

  	
  46

  
	
  SECTION 702. Reports by Trustee

  	
   

  	
  46

  
	
  SECTION 703. Reports by Issuer

  	
   

  	
  46

  
	
  SECTION 704. Issuer to Furnish Trustee Names and
  Addresses of Holders

  	
   

  	
  46

  
	
   

  	
   

  	
   

  
	
  ARTICLE
  EIGHT

  	
   

  	
   

  
	
  CONSOLIDATION,
  MERGER, SALE, LEASE OR CONVEYANCE

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION 801.
  Consolidations and Mergers of Issuer and Sales, Leases and Conveyances
  Permitted Subject to Certain Conditions

  	
   

  	
  47

  
	
  SECTION 802. Rights and Duties of Successor
  Corporation

  	
   

  	
  47

  
	
  SECTION 803. Officers’ Certificate and Opinion of
  Counsel

  	
   

  	
  47

  
	
   

  	
   

  	
   

  
	
  ARTICLE
  NINE

  	
   

  	
   

  
	
  SUPPLEMENTAL
  INDENTURES

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION 901. Supplemental Indentures without Consent
  of Holders

  	
   

  	
  48

  
	
  SECTION 902. Supplemental Indentures with Consent of
  Holders

  	
   

  	
  49

  
	
  SECTION 903. Execution of Supplemental Indentures

  	
   

  	
  50

  
	
  SECTION 904. Effect of Supplemental Indentures

  	
   

  	
  50

  
	
  SECTION 905. Conformity with Trust Indenture Act

  	
   

  	
  50

  
	
  SECTION 906. Reference in Securities to Supplemental
  Indentures

  	
   

  	
  50

  
	
   

  	
   

  	
   

  
	
  ARTICLE
  TEN

  	
   

  	
   

  
	
  COVENANTS

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION 1001. Payment of Principal, Premium, if any,
  Interest and Additional Amounts

  	
   

  	
  50

  
	
  SECTION 1002. Maintenance of Office or Agency

  	
   

  	
  51

  



 



 iv
 






 



 


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

  	
   

  	
  52

  
	
  SECTION 1004. Limitations on Incurrence of Debt

  	
   

  	
  53

  
	
  SECTION 1005. Maintenance of Total Unencumbered
  Assets

  	
   

  	
  54

  
	
  SECTION 1006. [This Section Intentionally Omitted]

  	
   

  	
  54

  
	
  SECTION 1007. Existence

  	
   

  	
  55

  
	
  SECTION 1008. Maintenance of Properties

  	
   

  	
  55

  
	
  SECTION 1009. Insurance

  	
   

  	
  55

  
	
  SECTION 1010. Payment of Taxes and Other Claims

  	
   

  	
  55

  
	
  SECTION 1011. Provision of Financial Information

  	
   

  	
  55

  
	
  SECTION 1012. Statement as to Compliance

  	
   

  	
  56

  
	
  SECTION 1013. Additional Amounts

  	
   

  	
  56

  
	
  SECTION 1014. Waiver of Certain Covenants

  	
   

  	
  57

  
	
   

  	
   

  	
   

  
	
  ARTICLE
  ELEVEN

  	
   

  	
   

  
	
  REDEMPTION
  OF SECURITIES

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION 1101. Applicability of Article

  	
   

  	
  57

  
	
  SECTION 1102. Election to Redeem; Notice to Trustee

  	
   

  	
  57

  
	
  SECTION 1103. Selection by Trustee of Securities to
  Be Redeemed

  	
   

  	
  57

  
	
  SECTION 1104. Notice of Redemption

  	
   

  	
  58

  
	
  SECTION 1105. Deposit of Redemption Price

  	
   

  	
  59

  
	
  SECTION 1106. Securities Payable on Redemption Date

  	
   

  	
  59

  
	
  SECTION 1107. Securities Redeemed in Part

  	
   

  	
  60

  
	
   

  	
   

  	
   

  
	
  ARTICLE
  TWELVE

  	
   

  	
   

  
	
  SINKING
  FUNDS

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION 1201. Applicability of Article

  	
   

  	
  60

  
	
  SECTION 1202. Satisfaction of Sinking Fund Payments
  with Securities

  	
   

  	
  60

  
	
  SECTION 1203. Redemption of Securities for Sinking
  Fund

  	
   

  	
  61

  
	
   

  	
   

  	
   

  
	
  ARTICLE
  THIRTEEN

  	
   

  	
   

  
	
  REPAYMENT
  AT THE OPTION OF HOLDERS

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION 1301. Applicability of Article

  	
   

  	
  61

  
	
  SECTION 1302. Repayment of Securities

  	
   

  	
  61

  
	
  SECTION 1303. Exercise of Option

  	
   

  	
  62

  
	
  SECTION 1304. When Securities Presented for
  Repayment Become Due and Payable

  	
   

  	
  62

  
	
  SECTION 1305. Securities Repaid in Part

  	
   

  	
  63

  
	
   

  	
   

  	
   

  
	
  ARTICLE
  FOURTEEN

  	
   

  	
   

  
	
  DEFEASANCE
  AND COVENANT DEFEASANCE

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION 1401. Applicability of Article; Issuer’s
  Option to Effect Defeasance or Covenant Defeasance

  	
   

  	
  63

  
	
  SECTION 1402. Defeasance and Discharge

  	
   

  	
  64

  
	
  SECTION 1403. Covenant Defeasance

  	
   

  	
  64

  



 



 v
 






 



 


	
  SECTION 1404. Conditions to Defeasance or
  Covenant Defeasance

  	
   

  	
  64

  
	
  SECTION 1405.
  Deposited Money and Government Obligations to be Held in Trust; Other
  Miscellaneous Provisions

  	
   

  	
  66

  
	
   

  	
   

  	
   

  
	
  ARTICLE
  FIFTEEN

  	
   

  	
   

  
	
  MEETINGS
  OF HOLDERS OF SECURITIES

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION 1501. Purposes for Which Meetings May Be
  Called

  	
   

  	
  67

  
	
  SECTION 1502. Call, Notice and Place of Meetings

  	
   

  	
  67

  
	
  SECTION 1503. Persons Entitled to Vote at Meetings

  	
   

  	
  67

  
	
  SECTION 1504. Quorum; Action

  	
   

  	
  68

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

  	
   

  	
  69

  
	
  SECTION 1506. Counting Votes and Recording Action of
  Meetings

  	
   

  	
  69

  
	
   

  	
   

  	
   

  
	
  TESTIMONIUM

  	
   

  	
  70

  
	
  SIGNATURES AND SEALS

  	
   

  	
  71

  
	
  ACKNOWLEDGEMENTS

  	
   

  	
   

  
	
  EXHIBIT A — FORMS OF CERTIFICATION

  	
   

  	
   

  



 



 vi
 






 



 


DUKE
REALTY LIMITED PARTNERSHIP


Reconciliation and tie
between Trust Indenture Act of 1939 (the “1939 Act”) and Indenture, dated as of
July 28, 2006.


	
  Trust Indenture Act Section

  	
   

  	
  Indenture Section

  
	
   

  	
   

  	
   

  
	
  Sec. 310(a)(1)

  	
   

  	
  607

  
	
  (a)(2)

  	
   

  	
  607

  
	
  (b)

  	
   

  	
  607,608

  
	
  Sec. 312(a)

  	
   

  	
  704

  
	
  Sec. 312(c)

  	
   

  	
  701

  
	
  Sec. 313(a)

  	
   

  	
  702

  
	
  (c)

  	
   

  	
  702

  
	
  Sec. 314(a)

  	
   

  	
  1011

  
	
  (a)(4)

  	
   

  	
  1012

  
	
  (c)(1)

  	
   

  	
  102

  
	
  (c)(2)

  	
   

  	
  102

  
	
  (e)

  	
   

  	
  102

  
	
  Sec. 315(b)

  	
   

  	
  601

  
	
  Sec. 316(a) (last sentence)

  	
   

  	
  101 (“Outstanding”)

  
	
  (a)(1)(A)

  	
   

  	
  502, 512

  
	
  (a)(1)(B)

  	
   

  	
  513

  
	
  (b)

  	
   

  	
  508

  
	
  Sec. 317(a)(1)

  	
   

  	
  503

  
	
  (a)(2)

  	
   

  	
  504

  
	
  Sec. 318(a)

  	
   

  	
  111

  
	
  (c)

  	
   

  	
  111

  



 






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


Attention should also be
directed to Section 318(c) of the 1939 Act, which provides that the provisions
of Sections 310 to and including 317 of the 1939 Act are a part of and govern
every qualified indenture, whether or not physically contained therein.


 



 vii















 


INDENTURE,
dated as of July 28, 2006, between DUKE REALTY LIMITED PARTNERSHIP, an Indiana
limited partnership (the “Issuer”), having its principal offices at 600 East 96th Street, Suite 100, Indianapolis, Indiana
46240-2182 and J.P. MORGAN TRUST COMPANY, NATIONAL ASSOCIATION, a national
banking association organized under the laws of the United States of America,
as Trustee hereunder (the “Trustee”), having its Corporate Trust Office at 227
West Monroe Street, Suite 2600, Chicago, Illinois 60606.


RECITALS
OF THE ISSUER


The Issuer deems it
necessary to issue from time to time for its lawful purposes debt securities
(hereinafter called the “Securities”) evidencing its unsecured indebtedness,
and has duly authorized the execution and delivery of this Indenture to provide
for the issuance from time to time of the Securities, unlimited as to principal
amount, to bear interest at the rates or formulas, to mature at such times and
to have such other provisions as shall be fixed as hereinafter provided.


This Indenture is subject
to the provisions of the Trust Indenture Act of 1939, as amended, that are
deemed to be incorporated into this Indenture and shall, to the extent
applicable, be governed by such provisions.


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


NOW,
THEREFORE, THIS INDENTURE WITNESSETH:


For and in consideration
of the premises and the purchase of the Securities by the holders thereof, it
is mutually covenanted and agreed, for the equal and proportionate benefit of
all Holders of the Securities, as follows:


ARTICLE
ONE


Definitions
and Other Provisions of General Application


SECTION
101. Definitions. For all purposes of this Indenture, except
as otherwise expressly provided or unless the context otherwise requires:


(1)                                  the
terms defined in this Article have the meanings assigned to them in this
Article, and include the plural as well as the singular;


(2)                                  all
other terms used herein which are defined in the TIA, either directly or by
reference therein, have the meanings assigned to them therein, and the terms “cash
transaction” and “self-liquidating paper,” as used in TIA Section 311, shall
have the meanings assigned to them in the rules of the Commission adopted under
the TIA;


(3)                                  all
accounting terms not otherwise defined herein have the meanings assigned to
them in accordance with GAAP; and


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









 



 


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


“Additional Amounts”
means any additional amounts which are required by a Security or by or pursuant
to a Board Resolution, under circumstances specified therein, to be paid by the
Issuer in respect of certain taxes imposed on certain Holders and which are
owing to such Holders.


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


“Annual Service Charge”
as of any date means the maximum amount which is expensed in any 12-month
period for interest on Debt.


“Authenticating Agent”
means any authenticating agent appointed by the Trustee pursuant to Section
611.


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


“Bankruptcy Law” has the
meaning specified in Section 501.


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


“Board of Directors”
means the board of directors of the General Partner or any committee of that
board duly authorized to act hereunder.


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


“Business Day,” when used
with respect to any Place of Payment or any other particular location referred
to in this Indenture or in the Securities, means, unless otherwise specified
with respect to any Securities pursuant to Section 301, any day, other than a
Saturday or Sunday, that is neither a legal holiday nor a day on which banking
institutions in that Place of Payment or particular location are authorized or
required by law, regulation or executive order to close.


“CEDEL” means Centrale de
Livraison de Valeurs Mobilieres, S.A., or its successor.



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


“Consolidated Income
Available for Debt Service” for any period means Consolidated Net Income of the
Issuer and its Subsidiaries plus amounts which have been deducted for (a)
interest on Debt of the Issuer and its Subsidiaries, (b) provision for taxes of
the Issuer and its Subsidiaries based on income, (c) amortization of debt
discount, (d) depreciation and amortization, (e) the effect of any noncash
charge resulting from a change in accounting principles in determining
Consolidated Net Income for such period, (f) amortization of deferred charges,
and (g) provisions for or realized losses on properties and (ii) less amounts
which have been included for gains on properties.


“Consolidated Net Income”
for any period means the amount of consolidated net income (or loss) of the
Issuer and its Subsidiaries for such period determined on a consolidated basis
in accordance with GAAP.


“Conversion Event” means
the cessation of use of (i) a Foreign Currency both by the government of the
country which issued such currency and for the settlement of transactions by a
central bank or other public institutions of or within the international
banking community, (ii) the ECU both within the European Monetary System and
for the settlement of transactions by public institutions of or within the
European Communities or (iii) any currency unit (or composite currency) other
than the ECU for the purposes for which it was established.


“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 227 West Monroe Street, Suite 2600, Chicago, Illinois
60606; Attention:  Worldwide Securities
Services.


“corporation” includes
corporations, associations, partnerships, companies and business trusts.


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


“Custodian” has the
meaning specified in Section 501.


“Debt” of the Issuer or
any Subsidiary means any indebtedness of the Issuer or any Subsidiary, whether
or not contingent, in respect of (i) borrowed money evidenced by bonds, notes,
debentures or similar instruments, (ii) indebtedness secured by any mortgage,
pledge, lien, charge, encumbrance or any security interest existing on property
owned by the Issuer or any Subsidiary, (iii) the reimbursement obligations,
contingent or otherwise, in connection with any letters of credit actually
issued or amounts representing the balance deferred and unpaid of the purchase
price of any property except any such balance that constitutes an accrued
expense or trade payable or (iv) any lease of property by the Issuer or any
Subsidiary as lessee which is reflected on the Issuer’s consolidated balance
sheet as a capitalized lease in accordance with GAAP, in the case of items of
indebtedness under (i) through (iii) above to the extent that any such items
(other than letters of credit) would appear as a liability on the Issuer’s
consolidated



 3
 






 



 


balance sheet in accordance with GAAP, and also
includes, to the extent not otherwise included, any obligation by the Issuer or
any Subsidiary to be liable for, or to pay, as obligor, guarantor or otherwise
(other than for purposes of collection in the ordinary course of business),
indebtedness of another person (other than the Issuer or any Subsidiary) (it
being understood that Debt shall be deemed to be incurred by the Issuer and it
Subsidiaries on a consolidated basis whenever the Issuer and its Subsidiaries
on a consolidated basis shall create, assume, guarantee or otherwise become
liable in respect thereof).


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


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


“ECU” means the European
Currency Unit as defined and revised from time to time by the Council of the
European Communities.


“Euroclear” means Morgan
Guaranty Trust Company of New York, Brussels Office, or its successor as
operator of the Euroclear System.


“European Communities”
means the European Economic Community, the European Coal and Steel Community
and the European Atomic Energy Community.


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


“Event of Default” has
the meaning specified in Article Five.


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


“Funds from Operations”
for any period means the Consolidated Net Income of the Issuer and its
Subsidiaries for such period without giving effect to depreciation and
amortization, gains or losses from extraordinary items, gains or losses on
sales of real estate, gains or losses on investments in marketable securities
and any provision/benefit for income taxes for such period, plus the allocable
portion, based on the Issuer’s ownership interest, of funds from operations of
unconsolidated joint ventures, all determined on a consistent basis in
accordance with GAAP.


“GAAP” means generally
accepted accounting principles, as in effect from time to time, as used in the
United States applied on a consistent basis.


“General Partner” means
Duke Realty Corporation, as general partner of the Issuer.


“Government Obligations”
means securities which are (i) direct obligations of the United States of
America or the government which issued the Foreign Currency in which the
Securities of a particular series are payable, 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



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the United States of America or such government which
issued the foreign currency in which the Securities of such series are payable,
the payment of which is unconditionally guaranteed as a full faith and credit obligation
by the United States of America or such other government, which, in either
case, are not callable or redeemable at the option of the issuer thereof, and
shall also include a depository receipt issued by a bank or trust company as
custodian with respect to any such Government Obligation or a specific payment
of interest on or principal of any such Government Obligation held by such
custodian for the account of the holder of a depository receipt, provided that
(except as required by law) such custodian is not authorized to make any
deduction from the amount payable to the holder of such depository receipt from
any amount received by the custodian in respect of the Government Obligation or
the specific payment of interest on or principal of the Government Obligation
evidenced by such depository receipt.


“Holder” means, in the
case of a Registered Security, the Person in whose name a Security is
registered in the Security Register and, in the case of a Bearer Security, the
bearer thereof and, when used with respect to any coupon, shall mean the bearer
thereof.


“Indenture” means this
instrument as originally executed or as it may from time to time be
supplemented or amended by one or more indentures supplemental hereto entered
into pursuant to the applicable provisions hereof, and shall include the terms
of particular series of Securities established as contemplated by Section 301; provided, however, that, if at any time
more than one Person is acting as Trustee under this instrument, “Indenture”
shall mean, with respect to any one or more series of Securities for which such
Person is Trustee, this instrument as originally executed or as it may from
time to time be supplemented or amended by one or more indentures supplemental
hereto entered into pursuant to the applicable provisions hereof and shall
include the terms of the or those particular series of Securities for which
such Person is Trustee established as contemplated by Section 301, exclusive,
however, of any provisions or terms which relate solely to other series of
Securities for which such Person is not Trustee, regardless of when such terms
or provisions were adopted, and exclusive of any provisions or terms adopted by
means of one or more indentures supplemental hereto executed and delivered after
such Person had become such Trustee but to which such Person, as such Trustee,
was not a party.


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


“Interest,” when used
with respect to an Original Issue Discount Security which by its terms bears
interest only after Maturity, shall mean interest payable after Maturity, and,
when used with respect to a Security which provides for the payment of
Additional Amounts pursuant to Section 1013, includes such Additional Amounts.


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


“Issuer” means the Person
named as the “Issuer” in the first paragraph of this Indenture until a
successor shall have become such pursuant to the applicable provisions of this
Indenture, and thereafter “Issuer” shall mean such successor.


“Issuer Request” and “Issuer
Order” mean, respectively, a written request or order signed



 5
 






 



 


in the name of the Issuer by the General Partner by
its Chairman of the Board, the President or a Vice President, and by its
Treasurer, an Assistant Treasurer, the Secretary or an Assistant Secretary, of
the General Partner, and delivered to the Trustee.


“Maturity,” when used
with respect to any Security, means the date on which the principal of such
Security or an installment of principal becomes due and payable as therein or
herein provided, whether at the Stated Maturity or by declaration of
acceleration, notice of redemption, notice of option to elect repayment or
otherwise.


“Officers’ Certificate”
means a certificate signed by the Chairman of the Board of Directors, the
President or a Vice President and by the Treasurer, an Assistant Treasurer, the
Secretary or an Assistant Secretary, of the General Partner, and delivered to
the Trustee.


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


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


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


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


(ii)                                  Securities,
or portions thereof, for whose payment or redemption or repayment at the option
of the Holder money in the necessary amount has been theretofore deposited with
the Trustee or any Paying Agent (other than the Issuer) in trust or set aside
and segregated in trust by the Issuer (if the Issuer shall act as its own
Paying Agent) for the Holders of such Securities and any coupons appertaining
thereto, provided that, if such Securities are to be redeemed, notice of such
redemption has been duly given pursuant to this Indenture or provision therefor
satisfactory to the Trustee has been made;


(iii)                               Securities,
except to the extent provided in Sections 1402 and 1403, with respect to which
the Issuer has effected defeasance and/or covenant defeasance as provided in
Article Fourteen; and


(iv)                              Securities
which have been paid pursuant to Section 306 or in exchange for or in lieu of
which other Securities have been authenticated and delivered pursuant to this
Indenture, other than any such Securities in respect of which there shall have
been presented to the Trustee proof satisfactory to it that such Securities are
held by a bona fide purchaser in whose hands such Securities are valid
obligations of the Issuer; PROVIDED, HOWEVER, that in determining whether the
Holders of the requisite principal amount of the Outstanding Securities have
given any request, demand, authorization, direction, notice, consent or waiver
hereunder or are present at a meeting of Holders for quorum purposes, and for
the purpose of making the calculations required by TIA Section 313, (i) the
principal amount of an Original Issue Discount Security that



 6
 






 



 


may be counted in making such determination or
calculation and that shall be deemed to be Outstanding for such purpose shall
be equal to the amount of principal thereof that would be (or shall have been
declared to be) due and payable, at the time of such determination, upon a
declaration of acceleration of the maturity thereof pursuant to Section 502,
(ii) the principal amount of any Security denominated in a Foreign Currency
that may be counted in making such determination or calculation and that shall
be deemed Outstanding for such purpose shall be equal to the Dollar equivalent,
determined pursuant to Section 301 as of the date such Security is originally
issued by the Issuer, of the principal amount (or, in the case of an Original
Issue Discount Security, the Dollar equivalent as of such date of original
issuance of the amount determined as provided in clause (i) above) of such
Security, (iii) the principal amount of any Indexed Security that may be
counted in making such determination or calculation and that shall be deemed
outstanding for such purpose shall be equal to the principal face amount of
such Indexed Security at original issuance, unless otherwise provided with
respect to such Security pursuant to Section 301, and (iv) Securities owned by
the Issuer or any other obligor upon the Securities or any Affiliate of the
Issuer or of such other obligor shall be disregarded and deemed not to be
Outstanding, except that, in determining whether the Trustee shall be protected
in making such calculation or in relying upon any such request, demand,
authorization, direction, notice, consent or waiver, only Securities which the
Trustee knows to be so owned shall be so disregarded. Securities so owned which
have been pledged in good faith may be regarded as Outstanding if the pledgee
establishes to the satisfaction of the Trustee the pledgee’s right so to act
with respect to such Securities and that the pledgee is not the Issuer or any
other obligor upon the Securities or any Affiliate of the Issuer or of such
other obligor.


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


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


“Place of Payment,” when
used with respect to the Securities of or within any series, means the place or
places where the principal of (and premium, if any) and interest on such
Securities are payable as specified as contemplated by Sections 301 and 1002.


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


“Redemption Date,” when
used with respect to any Security to be redeemed, in whole or in part, means
the date fixed for such redemption by or pursuant to this Indenture.


“Redemption Price,” when
used with respect to any Security to be redeemed, means the price at which it
is to be redeemed pursuant to this Indenture.



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“Registered Security”
shall mean any Security which is registered in the Security Register.


“Regular Record Date” for
the interest payable on any Interest Payment Date on the Registered Securities
of or within any series means the date specified for that purpose as
contemplated by Section 301, whether or not a Business Day.


“Repayment Date” means,
when used with respect to any Security to be repaid at the option of the
Holder, the date fixed for such repayment by or pursuant to this Indenture.


“Repayment Price” means,
when used with respect to any Security to be repaid at the option of the
Holder, the price at which it is to be repaid by or pursuant to this Indenture.


“Responsible Officer,”
when used with respect to the Trustee, means the chairman or vice-chairman of
the board of directors, the chairman or vice- chairman of the executive
committee of the board of directors, the president, any vice president (whether
or not designated by a number or a word or words added before or after the
title “vice president”), the secretary, any assistant secretary, the treasurer,
any assistant treasurer, the cashier, any assistant cashier, any trust officer
or assistant trust officer, the controller or any other officer of the Trustee
customarily performing functions similar to those performed by any of the above
designated officers and also means, with respect to a particular corporate
trust matter, any other officer to whom such matter is referred because of such
officer’s knowledge and familiarity with the particular subject.


“Security” has the
meaning stated in the first recital of this Indenture and, more particularly,
means any Security or Securities authenticated and delivered under this
Indenture; provided, however,
that, if at any time there is more than one Person acting as Trustee under this
Indenture, “Securities” with respect to the Indenture as to which such Person
is Trustee shall have the meaning stated in the first recital of this Indenture
and shall more particularly mean Securities authenticated and delivered under
this Indenture, exclusive, however, of Securities of any series as to which
such Person is not Trustee.


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


“Significant Subsidiary”
means any Subsidiary which is a “significant subsidiary” (as defined in Article
I, Rule 1-02 of Regulation S-X, promulgated under the Securities Act of 1933)
of the Issuer.


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


“Stated Maturity,” when
used with respect to any Security or any installment of principal thereof or
interest thereon, means the date specified in such Security or a coupon
representing such installment of interest as the fixed date on which the
principal of such Security or such installment of principal or interest is due
and payable.


“Subsidiary” means a
corporation, partnership or limited liability company a majority of the
outstanding voting stock, partnership interests or membership interests, as the
case may be, of which is owned or controlled, directly or indirectly, by the
Issuer or by one or more other



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Subsidiaries of the Issuer. For the purposes of this
definition, “voting stock” means stock having voting power for the election of
directors, or trustees, as the case may be, whether at all times or only so
long as no senior class of stock has such voting power by reason of any
contingency.


“Total Assets” as of any
date means the sum of (i) the Undepreciated Real Estate Assets and (ii) all
other assets of the Issuer and its Subsidiaries on a consolidated basis
determined in accordance with GAAP (but excluding intangibles and accounts
receivable).


“Total Unencumbered
Assets” means the sum of (i) those Undepreciated Real Estate Assets not subject
to an encumbrance and (ii) all other assets of the Issuer and its Subsidiaries
not subject to an encumbrance determined in accordance with GAAP (but excluding
intangibles and accounts receivable).


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


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


“Undepreciated Real
Estate Assets” means as of any date the cost (original cost plus capital
improvements) of real estate assets of the Issuer and its Subsidiaries on such
date, before depreciation and amortization, determined on a consolidated basis
in accordance with GAAP.


“United States” means,
unless otherwise specified with respect to any Securities pursuant to Section
301, the United States of America (including the states and the District of
Columbia), its territories, its possessions and other areas subject to its
jurisdiction.


“United States Person”
means, unless otherwise specified with respect to any Securities pursuant to
Section 301, an individual who is a citizen or resident of the United States, a
corporation, partnership or other entity created or organized in or under the
laws of the United States or an estate or trust the income of which is subject
to United States federal income taxation regardless of its source.


“Unsecured Debt” means
Debt of the Issuer or any Subsidiary which is not secured by any mortgage,
lien, charge, pledge or security interest of any kind upon any of the
properties owned by the Issuer or any of its Subsidiaries.


“Yield to Maturity” means
the yield to maturity, computed at the time of issuance of a Security (or, if
applicable, at the most recent redetermination of interest on such Security)
and as set forth in such Security in accordance with generally accepted United
States bond yield computation principles.


SECTION
102. Compliance
Certificates and Opinions. Upon any application or request by the
Issuer to the Trustee to take any action under any provision of this Indenture,
the



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


Every certificate or
opinion with respect to compliance with a condition or covenant provided for in
this Indenture (including certificates delivered pursuant to Section 1012)
shall include:


(1)                                  a
statement that each individual signing such certificate or opinion has read
such condition or covenant and the definitions herein relating thereto;


(2)                                  a
brief statement as to the nature and scope of the examination or investigation
upon which the statements or opinions contained in such certificate or opinion
are based;


(3)                                  a
statement that, in the opinion of each such individual, he has made such
examination or investigation as is necessary to enable him to express an
informed opinion as to whether or not such condition or covenant has been
complied with; and


(4)                                  a
statement as to whether, in the opinion of each such individual, such condition
or covenant has been complied with.


SECTION
103. Form of Documents Delivered to Trustee. In any case
where several matters are required to be certified by, or covered by an opinion
of, any specified Person, it is not necessary that all such matters be
certified by, or covered by the opinion of, only one such Person, or that they
be so certified or covered by only one document, but one such Person may
certify or give an opinion as to some matters and one or more other such
Persons as to other matters, and any such Person may certify or give an opinion
as to such matters in one or several documents.


Any certificate or
opinion of an officer of the General Partner may be based, insofar as it
relates to legal matters, upon an Opinion of Counsel, or a certificate or
representations by counsel, unless such officer knows, or in the exercise of
reasonable care should know, that the opinion, certificate or representations
with respect to the matters upon which his certificate or opinion is based are
erroneous. Any such Opinion of Counsel or certificate or representations may be
based, insofar as it relates to factual matters, upon a certificate or opinion
of, or representations by, an officer or officers of the General Partner
stating that the information as to such factual matters is in the possession of
the Issuer, unless such counsel knows that the certificate or opinion or
representations as to such matters are erroneous.


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


SECTION
104. Acts of Holders. (a) Any request, demand, authorization,
direction, notice, consent, waiver or other action provided by this Indenture
to be given or taken by Holders



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


(b)                                 The
fact and date of the execution by any Person of any such instrument or writing
may be proved by the affidavit of a witness of such execution or by a
certificate of a notary public or other officer authorized by law to take
acknowledgments of deeds, certifying that the individual signing such
instrument or writing acknowledged to him the execution thereof. Where such
execution is by a signer acting in a capacity other than his individual
capacity, such certificate or affidavit shall also constitute sufficient proof
of his authority. The fact and date of the execution of any such instrument or
writing, or the authority of the Person executing the same, may also be proved
in any other reasonable manner which the Trustee deems sufficient.


(c)                                  The
ownership of Registered Securities shall be proved by the Security Register.


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


(e)                                  If
the Issuer shall solicit from the Holders of Registered Securities any request,
demand, authorization, direction, notice, consent, waiver or other Act, the Issuer
may, at its option, in or pursuant to a Board Resolution, fix in advance a
record date for the determination of Holders entitled to give such request,
demand, authorization, direction, notice, consent, waiver or other Act, but the
Issuer shall have no obligation to do so. Notwithstanding TIA Section 316(c),
such 



 11
 






 



 


record date shall be the record date specified in or
pursuant to such Board Resolution, which shall be a date not earlier than the
date 30 days prior to the first solicitation of Holders generally in connection
therewith and not later than the date such solicitation is completed. If such a
record date is fixed, such request, demand, authorization, direction, notice,
consent, waiver or other Act may be given before or after such record date, but
only the Holders of record at the close of business on such record date shall
be deemed to be Holders for the purposes of determining whether Holders of the
requisite proportion of Outstanding Securities have authorized or agreed or
consented to such request, demand, authorization, direction, notice, consent,
waiver or other Act, and for that purpose the Outstanding Securities shall be
computed as of such record date; provided that
no such authorization, agreement or consent by the Holders on such record date
shall be deemed effective unless it shall become effective pursuant to the
provisions of this Indenture not later than eleven months after the record
date.


(f)                                    Any
request, demand, authorization, direction, notice, consent, waiver or other Act
of the Holder of any Security shall bind every future Holder of the same
Security and the Holder of every Security issued upon the registration of
transfer thereof or in exchange therefor or in lieu thereof in respect of
anything done, omitted or suffered to be done by the Trustee, any Security
Registrar, any Paying Agent, any Authenticating Agent or the Issuer in reliance
thereon, whether or not notation of such action is made upon such Security.


SECTION
105. Notices, etc., to Trustee and Issuer. Any request, demand,
authorization, direction, notice, consent, waiver or Act of Holders or other
document provided or permitted by this Indenture to be made upon, given or
furnished to, or filed with,


(1)                                  the
Trustee by any Holder or by the Issuer shall be sufficient for every purpose
hereunder if made, given, furnished or filed in writing to or with the Trustee
at 227 West Monroe Street, Suite 2600, Chicago, Illinois 60606; Attention:  Worldwide Securities Services.


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


SECTION
106. Notice to Holders, Waiver. Where this Indenture provides
for notice of any event to Holders of Registered Securities by the Issuer or
the Trustee, such notice shall be sufficiently given (unless otherwise herein
expressly provided) if in writing and mailed, first-class postage prepaid, to
each such Holder affected by such event, at his address as it appears in the
Security Register, not later than the latest date, and not earlier than the
earliest date, prescribed for the giving of such notice. In any case where
notice to Holders of Registered Securities is given by mail, neither the
failure to mail such notice, nor any defect in any notice so mailed, to any
particular Holder shall affect the sufficiency of such notice with respect to
other Holders of Registered Securities or the sufficiency of any notice to
Holders of Bearer Securities given as provided herein. Any notice mailed to a
Holder in the manner herein prescribed shall be conclusively deemed to have
been received by such Holder, whether or not such Holder actually receives such
notice.


If by reason of the
suspension of or irregularities in regular mail service or by reason of



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any other cause it shall be impracticable to give such
notice by mail, then such notification to Holders of Registered Securities as
shall be made with the approval of the Trustee shall constitute a sufficient
notification to such Holders for every purpose hereunder.


Except as otherwise
expressly provided herein or otherwise specified with respect to any Securities
pursuant to Section 301, where this Indenture provides for notice to Holders of
Bearer Securities of any event, such notice shall be sufficiently given if
published in an Authorized Newspaper in New York City and in such other city or
cities as may be specified in such Securities on a Business Day, such
publication to be not later than the latest date, and not earlier than the
earliest date, prescribed for the giving of such notice. Any such notice shall
be deemed to have been given on the date of such publication or, if published
more than once, on the date of the first such publication.


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


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


Where this Indenture
provides for notice in any manner, such notice may be waived in writing by the
Person entitled to receive such notice, either before or after the event, and
such waiver shall be the equivalent of such notice. Waivers of notice by
Holders shall be filed with the Trustee, but such filing shall not be a
condition precedent to the validity of any action taken in reliance upon such
waiver.


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


SECTION
108. Successors and Assigns. All covenants and agreements in
this Indenture by the Issuer shall bind its successors and assigns, whether so
expressed or not.


SECTION
109. Separability Clause. In case any provision in this
Indenture or in any Security or coupon shall be invalid, illegal or
unenforceable, the validity, legality and enforceability of the remaining
provisions shall not in any way be affected or impaired thereby.


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



 13
 






 



 


SECTION
111. Governing Law. This Indenture and the Securities and
coupons shall be governed by and construed in accordance with the laws of the
State of New York. This Indenture is subject to the provisions of the TIA that
are required to be part of this Indenture and shall, to the extent applicable,
be governed by such provisions.


SECTION
112. Legal Holidays. In any case where any Interest Payment
Date, Redemption Date, Repayment Date, sinking fund payment date, Stated Maturity
or Maturity of any Security shall not be a Business Day at any Place of
Payment, then (notwithstanding any other provision of this Indenture or any
Security or coupon other than a provision in the Securities of any series which
specifically states that such provision shall apply in lieu hereof), payment of
interest or any Additional Amounts or principal (and premium, if any) need not
be made at such Place of Payment on such date, but may be made on the next
succeeding Business Day at such Place of Payment with the same force and effect
as if made on the Interest Payment Date, Redemption Date, Repayment Date or
sinking fund payment date, or at the Stated Maturity or Maturity, provided that no interest shall accrue on
the amount so payable for the period from and after such Interest Payment Date,
Redemption Date, Repayment Date, sinking fund payment date, Stated Maturity or
Maturity, as the case may be.


ARTICLE
TWO


Securities
Forms


SECTION
201. Forms of Securities. The Registered Securities, if any,
of each series and the Bearer Securities, if any, of each series and related
coupons shall be in substantially the forms as shall be established in one or
more indentures supplemental hereto or approved from time to time by or
pursuant to a Board Resolution in accordance with Section 301, shall have such
appropriate insertions, omissions, substitutions and other variations as are
required or permitted by this Indenture or any indenture supplemental hereto,
and may have such letters, numbers or other marks of identification or
designation and such legends or endorsements placed thereon as the Issuer 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 the Securities may be listed, or to conform to usage.


Unless otherwise
specified as contemplated by Section 301, Bearer Securities shall have interest
coupons attached.


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


SECTION
202. Form of Trustee’s Certificate of Authentication. Subject
to Section 611, the Trustee’s certificate of authentication shall be in
substantially the following form:


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



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  [TRUSTEE]

  
	
   

  	
  as Trustee

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Authorized
  Signatory

  



 


SECTION
203. Securities Issuable in Global form. If Securities of or
within a series are issuable in global form, as specified as contemplated by
Section 301, then, notwithstanding clause (8) of Section 301 and the provisions
of Section 302, any such Security shall represent such of the Outstanding
Securities of such series as shall be specified therein and may provide that it
shall represent the aggregate amount of Outstanding Securities of such series
from time to time endorsed thereon and that the aggregate amount of Outstanding
Securities of such series represented thereby may from time to time be
increased or decreased to reflect exchanges. Any endorsement of a Security in
global form to reflect the amount, or any increase or decrease in the amount,
of Outstanding Securities represented thereby shall be made by the Trustee in
such manner and upon instructions given by such Person or Persons as shall be
specified therein or in the Issuer Order to be delivered to the Trustee
pursuant to Section 303 or 304. Subject to the provisions of Section 303 and,
if applicable, Section 304, the Trustee shall deliver and redeliver any
Security in permanent global form in the manner and upon instructions given by
the Person or Persons specified therein or in the applicable Issuer Order. If
an Issuer Order pursuant to Section 303 or 304 has been, or simultaneously is,
delivered, any instructions by the Issuer with respect to endorsement or
delivery or redelivery of a Security in global form shall be in writing but
need not comply with Section 102 and need not be accompanied by an Opinion of
Counsel.


The provisions of the
last sentence of Section 303 shall apply to any Security represented by a
Security in global form if such Security was never issued and sold by the
Issuer and the Issuer delivers to the Trustee the Security in global form
together with written instructions (which need not comply with Section 102 and
need not be accompanied by an Opinion of Counsel) with regard to the reduction
in the principal amount of Securities represented thereby, together with the
written statement contemplated by the last sentence of Section 303.


Notwithstanding the
provisions of Section 307, unless otherwise specified as contemplated by
Section 301, payment of principal of and any premium and interest on any
Security in permanent global form shall be made to the Person or Persons
specified therein.


Notwithstanding the
provisions of Section 308 and except as provided in the preceding paragraph,
the Issuer, the Trustee and any agent of the Issuer and the Trustee shall treat
as the Holder of such principal amount of Outstanding Securities represented by
a permanent global Security (i) in the case of a permanent global Security in
registered form, the Holder of such permanent global Security in registered
form, or (ii) in the case of a permanent global Security in bearer form,
Euroclear or CEDEL.



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ARTICLE
THREE


The
Securities


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


The Securities may be
issued in one or more series. There shall be established in one or more Board
Resolutions or pursuant to authority granted by one or more Board Resolutions
and, subject to Section 303, set forth, or determined in the manner provided,
in an Officers’ Certificate, or established in one or more indentures
supplemental hereto, prior to the issuance of Securities of any series, any or
all of the following, as applicable, each of which, if so provided, may be
determined from time to time by the Issuer with respect to unissued Securities
of the series when issued from time to time:


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


(2)                                  any
limit upon the aggregate principal amount of the Securities of the series that
may be authenticated and delivered under this Indenture (except for Securities
authenticated and delivered upon registration of transfer of, or in exchange
for, or in lieu of, other Securities of the series pursuant to Section 304,
305, 306, 906, 1107 or 1305);


(3)                                  the
percentage of the principal amount at which the Securities of the series will
be issued and, if other than the principal amount thereof, the portion of the
principal amount thereof payable upon declaration of acceleration of maturity
thereof;


(4)                                  the
date or dates, or the method by which such date or dates will be determined, on
which the principal of the Securities of the series shall be payable;


(5)                                  the
rate or rates at which the Securities of the series shall bear interest, if
any, or the method by which such rate or rates shall be determined, the date or
dates from which such interest shall accrue or the method by which such date or
dates shall be determined, the Interest Payment Dates on which such interest
will be payable and the Regular Record Date, if any, for the interest payable
on any Registered Security on any Interest Payment Date, or the method by which
such date shall be determined, and the basis upon which interest shall be
calculated if other than that of a 360-day year of twelve 30-day months;


(6)                                  the
place or places, if any, other than or in addition to the Borough of Manhattan,
New York City, where the principal of (and premium, if any), interest, if any,
on, and Additional Amounts, if any, payable in respect of, Securities of the
series shall be payable, any Registered Securities of the series may be
surrendered for registration of transfer, exchange or conversion and notices or
demands to or upon the Issuer in respect of the Securities of the series and
this Indenture may be served;


(7)                                  the
period or periods within which, the price or prices at which, the currency or
currencies, currency unit or units or composite currency or currencies in
which, and other terms and conditions upon which Securities of the series may
be redeemed, in whole or in part, at the option of the Issuer, if the Issuer is
to have the option;


(8)                                  the
obligation, if any, of the Issuer to redeem, repay or purchase Securities of the
series pursuant to any sinking fund or analogous provision or at the option of
a Holder thereof, and



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the period or periods within which or the date or
dates on which, the price or prices at which, the currency or currencies,
currency unit or units or composite currency or currencies in which, and other
terms and conditions upon which Securities of the series shall be redeemed,
repaid or purchased, in whole or in part, pursuant to such obligation;


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


(10)                            if
other than the Trustee, the identity of each Security Registrar and/or Paying
Agent;


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


(12)                            if
other than Dollars, the Foreign Currency or Currencies in which payment of the
principal of (and premium, if any) or interest or Additional Amounts, if any,
on the Securities of the series shall be 
payable or in which the Securities of the series shall be denominated;


(13)                            whether
the amount of payments of principal of (and premium, if any) or interest, if
any, on the Securities of the series may be determined with reference to an
index, formula or other method (which index, formula or method may be based,
without limitation, on one or more currencies, currency units, composite
currencies, commodities, equity indices or other indices), and the manner in
which such amounts shall be determined;


(14)                            whether
the principal of (and premium, if any) or interest or Additional Amounts, if
any, on the Securities of the series are to be payable, at the election of the
Issuer or a Holder thereof, in a currency or currencies, currency unit or units
or composite currency or currencies other than that in which such Securities
are denominated or stated to be payable, the period or periods within which,
and the terms and conditions upon which, such election may be made, and the
time and manner of, and identity of the exchange rate agent with responsibility
for, determining the exchange rate between the currency or currencies, currency
unit or units or composite currency or currencies in which such Securities are
denominated or stated to be payable and the currency or currencies, currency
unit or units or composite currency or currencies in which such Securities are
to be so payable;


(15)                            provisions,
if any, granting special rights to the Holders of Securities of the series upon
the occurrence of such events as may be specified;


(16)                            any
deletions from, modifications of or additions to the Events of Default or
covenants of the Issuer with respect to Securities of the series, whether or not
such Events of Default or covenants are consistent with the Events of Default
or covenants set forth herein;


(17)                            whether
Securities of the series are to be issuable as Registered Securities, Bearer
Securities (with or without coupons) or both, any restrictions applicable to
the offer, sale or delivery of Bearer Securities and the terms upon which
Bearer Securities of the series may be



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exchanged for Registered Securities of the series and
vice versa (if permitted by applicable laws and regulations), whether any
Securities of the series are to be issuable initially in temporary global form
and whether any Securities of the series are to be issuable in permanent global
form with or without coupons and, if so, whether beneficial owners of interests
in any such permanent global Security may exchange such interests for
Securities of such series and of like tenor of any authorized form and
denomination and the circumstances under which any such exchanges may occur, if
other than in the manner provided in Section 305, and, if Registered Securities
of the series are to be issuable as a global Security, the identity of the
depositary for such series;


18)                                the
date as of which any Bearer Securities of the series and any temporary global
Security representing Outstanding Securities of the series shall be dated if
other than the date of original issuance of the first Security of the series to
be issued;


(19)                            the
Person to whom any interest on any Registered Security of the series shall be
payable, if other than the Person in whose name that Security (or one or more
Predecessor Securities) is registered at the close of business on the Regular
Record Date for such interest, the manner in which, or the Person to whom, any
interest on any Bearer Security of the series shall be payable, if otherwise
than upon presentation and surrender of the coupons appertaining thereto as
they severally mature, and the extent to which, or the manner in which, any
interest payable on a temporary global Security on an Interest Payment Date will
be paid if other than in the manner provided in Section 304;


(20)                            the
applicability, if any, of Sections 1402 and/or 1403 to the Securities of the
series and any provisions in modification of, in addition to or in lieu of any
of the provisions of Article Fourteen;


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


(22)                            if
the Securities of the series are to be issued upon the exercise of warrants,
the time, manner and place for such Securities to be authenticated and
delivered;


(23)                            whether
and under what circumstances the Issuer will pay Additional Amounts as
contemplated by Section 1013 on the Securities of the series to any Holder who
is not a United States person (including any modification to the definition of
such term) in respect of any tax, assessment or governmental charge and, if so,
whether the Issuer will have the option to redeem such Securities rather than
pay such Additional Amounts (and the terms of any such option);


(24)                            with
respect to any Securities that provide for optional redemption or prepayment
upon the occurrence of certain events (such as a change of control of the
Issuer), (i) the possible effects of such provisions on the market price of the
Issuer’s or the General Partner’s securities or in deterring certain mergers,
tender offers or other takeover attempts, and the intention of the Issuer to
comply with the requirements of Rule 14e-1 under the Exchange Act and any other
applicable securities laws in connection with such provsions; (ii) whether the
occurrence of the specified events may give rise to cross-defaults on other
indebtedness such that payment on such Securities may be effectively
subordinated; and (iii) the existence of any limitation on the Issuer’s



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financial or legal ability to repurchase such
Securities upon the occurrence of such an event (or, if true, the lack of
assurance that such a repurchase can be effected) and the impact if any, under
the Indenture of such a failure, including whether and under what circumstances
such a failure may constitute an Event of Default; and


(25)                            any
other terms of the series (which terms shall not be inconsistent with the
provisions of this Indenture).


All Securities of any one
series and the coupons appertaining to any Bearer Securities of such series shall
be substantially identical except, in the case of Registered Securities, as to
denomination and except as may otherwise be provided in or pursuant to such
Board Resolution (subject to Section 303) and set forth in such Officers’
Certificate or in any such indenture supplemental hereto. All Securities of any
one series need not be issued at the same time and, unless otherwise provided,
a series may be reopened, without the consent of the Holders, for issuances of
additional Securities of such series.


If any of the terms of
the Securities of any series are established by action taken pursuant to one or
more Board Resolutions, a copy of an appropriate record of such action(s) shall
be certified by the Secretary or an Assistant Secretary of the General Partner
and delivered to the Trustee at or prior to the delivery of the Officers’
Certificate setting forth the terms of the Securities of such series.


SECTION
302. Denominations. The Securities of each series shall be
issuable in such denominations as shall be specified as contemplated by Section
301. With respect to Securities of any series denominated in Dollars, in the
absence of any such provisions with respect to the Securities of any series,
the Registered Securities of such series, other than Registered Securities
issued in global form (which may be of any denomination), shall be issuable in
denominations of $1,000 and any integral multiple thereof and the Bearer
Securities of such series, other than Bearer Securities issued in global form
(which may be of any denomination), shall be issuable in denominations of
$5,000 and any integral multiple thereof.


SECTION
303. Execution, Authentication, Delivery and Dating. The
Securities and any coupons appertaining thereto shall be executed on behalf of
the Issuer by the General Partner by its Chairman of the Board, its President
or one of its Vice Presidents, under its corporate seal reproduced thereon, and
attested by its Secretary or one of its Assistant Secretaries. The signature of
any of these officers on the Securities and coupons may be manual or facsimile
signatures of the present or any future such authorized officer and may be
imprinted or otherwise reproduced on the Securities.


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


At any time and from time
to time after the execution and delivery of this Indenture, the Issuer may
deliver Securities of any series, together with any coupon appertaining
thereto, executed by the Issuer to the Trustee for authentication, together
with an Issuer Order for the authentication and delivery of such Securities,
and the Trustee in accordance with the Issuer Order



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shall authenticate and deliver such Securities; provided, however, that, in connection
with its original issuance, no Bearer Security shall be mailed or otherwise
delivered to any location in the United States; and provided further that, unless otherwise specified with
respect to any series of Securities pursuant to Section 301, a Bearer Security
may be delivered in connection with its original issuance only if the Person
entitled to receive such Bearer Security shall have furnished a certificate to
Euroclear or Cedel, as the case may be, in the form set forth in Exhibit A-1 to
this Indenture or such other certificate as may be specified with respect to
any series of Securities pursuant to Section 301, dated no earlier than 15 days
prior to the earlier of the date on which such Bearer Security is delivered and
the date on which any temporary Security first becomes exchangeable for such
Bearer Security in accordance with the terms of such temporary Security and
this Indenture. If any Security shall be represented by a permanent global
Bearer Security, then, for purposes of this Section and Section 304, the
notation of a beneficial owner’s interest therein upon original issuance of
such Security or upon exchange of a portion of a temporary global Security
shall be deemed to be delivery in connection with its original issuance of such
beneficial owner’s interest in such permanent global Security. Except as
permitted by Section 306, the Trustee shall not authenticate and deliver any
Bearer Security unless all appurtenant coupons for interest then matured have
been detached and cancelled.


If all the Securities of
any series are not to be issued at one time and if the Board Resolution or
supplemental indenture establishing such series shall so permit, such Issuer
Order may set forth procedures acceptable to the Trustee for the issuance of
such Securities and determining the terms of particular Securities of such
series, such as interest rate or formula, maturity date, date of issuance and
date from which interest shall accrue. 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 TIA
Section 315(a) through 315(d)) shall be fully protected in relying upon,


(i)                                     an
Opinion of Counsel stating that


(a)                                  the
form or forms of such Securities and any coupons have been established in
conformity with the provisions of this Indenture;


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


(c)                                  such
Securities, together with any coupons appertaining thereto, when completed by
appropriate insertions and executed and delivered by the Issuer to the Trustee
for authentication in accordance with this Indenture, authenticated and
delivered by the Trustee in accordance with this Indenture and issued by the
Issuer  in the manner and subject to any
conditions specified in such Opinion of Counsel, will constitute legal, valid
and binding obligations of the Issuer, enforceable in accordance with their
terms, subject to applicable bankruptcy, insolvency, reorganization and other
similar laws of general applicability relating to or affecting the enforcement
of creditors’ rights generally and to general equitable principles; and


(ii)                                  an
Officers’ Certificate stating that all conditions precedent provided for in
this Indenture relating to the issuance of the Securities have been complied
with and that, to the best of the knowledge of the signers of such certificate,
no Event of Default with respect to any of the



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Securities shall have occurred and be continuing.


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


Notwithstanding the
provisions of Section 301 and of the preceding paragraph, if all the Securities
of any series are not to be issued at one time, it shall not be necessary to
deliver an Officers’ Certificate otherwise required pursuant to Section 301 or
an Issuer Order, or an Opinion of Counsel or an Officers’ Certificate otherwise
required pursuant to the preceding paragraph at the time of issuance of each
Security of such series, but such order, opinion and certificates, with
appropriate modifications to cover such future issuances, shall be delivered at
or before the time of issuance of the first Security of such series.


Each Registered Security
shall be dated the date of its authentication and each Bearer Security shall be
dated as of the date specified as contemplated by Section 301.


No Security or coupon
shall be entitled to any benefit under this Indenture or be valid or obligatory
for any purpose unless there appears on such Security or Security to which such
coupon appertains a certificate of authentication substantially in the form
provided for herein duly executed by the Trustee by manual signature of an authorized
signatory, and such certificate upon any Security shall be conclusive evidence,
and the only evidence, that such Security has been duly authenticated and
delivered hereunder and is entitled to the benefits of this Indenture.
Notwithstanding the foregoing, if any Security shall have been authenticated
and delivered hereunder but never issued and sold by the Issuer, and the Issuer
shall deliver such Security to the Trustee for cancellation as provided in
Section 309 together with a written statement (which need not comply with
Section 102 and need not be accompanied by an Opinion of Counsel) stating that
such Security has never been issued and sold by the Issuer, for all purposes of
this Indenture such Security shall be deemed never to have been authenticated
and delivered hereunder and shall never be entitled to the benefits of this
Indenture.


SECTION
304. Temporary Securities. (a) Pending the preparation of
definitive Securities of any series, the Issuer may execute, and upon Issuer
Order the Trustee shall authenticate and deliver, temporary Securities which
are printed, lithographed, typewritten, mimeographed or otherwise produced, in
any authorized denomination, substantially of the tenor of the definitive
Securities in lieu of which they are issued, in registered form, or, if
authorized, in bearer form with one or more coupons or without coupons, and
with such appropriate insertions, omissions, substitutions and other variations
as the officers executing such Securities may determine, as conclusively
evidenced by their execution of such Securities. In the case of Securities of
any series, such temporary Securities may be in global form.


Except in the case of
temporary Securities in global form (which shall be exchanged in accordance
with Section 304(b) or as otherwise provided in or pursuant to a Board
Resolution), if temporary Securities of any series are issued, the Issuer will
cause definitive Securities of that series to be prepared without unreasonable
delay. After the preparation of definitive Securities of such series, the
temporary Securities of such series shall be exchangeable for definitive
Securities of such series upon surrender of the temporary Securities of such
series at the office or agency of



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the Issuer in a Place of Payment for that series,
without charge to the Holder. Upon surrender for cancellation of any one or
more temporary Securities of any series (accompanied by any nonmatured coupons
appertaining thereto), the Issuer shall execute and the Trustee shall
authenticate and deliver in exchange therefor a like principal amount of
definitive Securities of the same series of authorized denominations; provided, however, that no definitive
Bearer Security shall be delivered in exchange for a temporary Registered
Security; and provided further that
a definitive Bearer Security shall be delivered in exchange for a temporary
Bearer Security only in compliance with the conditions set forth in Section
303. Until so exchanged, the temporary Securities of any series shall in all
respects be entitled to the same benefits under this Indenture as definitive
Securities of such series.


(b)                                 Unless
otherwise provided in or pursuant to a Board Resolution, this Section 304(b)
shall govern the exchange of temporary Securities issued in global form other
than through the facilities of The Depository Trust Company (“DTC”). If any
such temporary Security is issued in global form, then such temporary global
Security shall, unless otherwise provided therein, be delivered to the London
office of a depositary or common depositary (the “Common Depositary”), for the
benefit of Euroclear and CEDEL, for credit to the respective accounts of the
beneficial owners of such Securities (or to such other accounts as they may
direct).


Without unnecessary
delay, but in any event not later than the date specified in, or determined
pursuant to the terms of, any such temporary global Security (the “Exchange
Date”), the Issuer shall deliver to the Trustee definitive Securities, in
aggregate principal amount equal to the principal amount of such temporary
global Security, executed by the Issuer. On or after the Exchange Date, such
temporary global Security shall be surrendered by the Common Depositary to the
Trustee, as the Issuer’s agent for such purpose, to be exchanged, in whole or
from time to time in part, for definitive Securities without charge, and the
Trustee shall authenticate and deliver, in exchange for each portion of such
temporary global Security, an equal aggregate principal amount of definitive
Securities of the same series of authorized denominations and of like tenor as
the portion of such temporary global Security to be exchanged. The definitive
Securities to be delivered in exchange for any such temporary global Security
shall be in bearer form, registered form, permanent global bearer form or
permanent global registered form, or any combination thereof, as specified as
contemplated by Section 301, and, if any combination thereof is so specified,
as requested by the beneficial owner thereof; provided,
however, that, unless otherwise specified in such temporary global
Security, upon such presentation by the Common Depositary, such temporary
global Security is accompanied by a certificate dated the Exchange Date or a
subsequent date and signed by Euroclear as to the portion of such temporary
global Security held for its account then to be exchanged and a certificate
dated the Exchange Date or a subsequent date and signed by CEDEL as to the
portion of such temporary global Security held for its account then to be exchanged,
each in the form set forth in Exhibit A-2 to this Indenture or in such other
form as may be established pursuant to Section 301; and provided further that definitive Bearer
Securities shall be delivered in exchange for a portion of a temporary global
Security only in compliance with the requirements of Section 303.


Unless otherwise
specified in such temporary global Security, the interest of a beneficial owner
of Securities of a series in a temporary global Security shall be exchanged for
definitive Securities of the same series and of like tenor following the
Exchange Date when the account holder instructs Euroclear or CEDEL, as the case
may be, to request such exchange on his behalf and delivers to Euroclear or
CEDEL, as the case may be, a certificate in the form set forth in



 22
 






 



 


Exhibit A-1 to this Indenture (or in such other form
as may be established pursuant to Section 301), dated no earlier than 15 days
prior to the Exchange Date, copies of which certificate shall be available from
the offices of Euroclear and CEDEL, the Trustee, any Authenticating Agent
appointed for such series of Securities and each Paying Agent. Unless otherwise
specified in such temporary global Security, any such exchange shall be made
free of charge to the beneficial owners of such temporary global Security,
except that a Person receiving definitive Securities must bear the cost of
insurance, postage, transportation and the like unless such Person takes
delivery of such definitive Securities in person at the offices of Euroclear or
CEDEL. Definitive Securities in bearer form to be delivered in exchange for any
portion of a temporary global Security shall be delivered only outside the
United States.


Until exchanged in full
as hereinabove provided, the temporary Securities of any series shall in all
respects be entitled to the same benefits under this Indenture as definitive
Securities of the same series and of like tenor authenticated and delivered
hereunder, except that, unless otherwise specified as contemplated by Section 301,
interest payable on a temporary global Security on an Interest Payment Date for
Securities of such series occurring prior to the applicable Exchange Date shall
be payable to Euroclear and CEDEL on such Interest Payment Date upon delivery
by Euroclear and CEDEL to the Trustee of a certificate or certificates in the
form set forth in Exhibit A-2 to this Indenture (or in such other forms as may
be established pursuant to Section 301), for credit without further interest on
or after such Interest Payment Date to the respective accounts of Persons who
are the beneficial owners of such temporary global Security on such Interest
Payment Date and who have each delivered to Euroclear or CEDEL, as the case may
be, a certificate dated no earlier than 15 days prior to the Interest Payment
Date occurring prior to such Exchange Date in the form set forth as Exhibit A-1
to this Indenture (or in such other forms as may be established pursuant to
Section 301). Notwithstanding anything to the contrary herein contained, the certifications
made pursuant to this paragraph shall satisfy the certification requirements of
the preceding two paragraphs of this Section 304(b) and of the third paragraph
of Section 303 of this Indenture and the interests of the Persons who are the
beneficial owners of the temporary global Security with respect to which such
certification was made will be exchanged for definitive Securities of the same
series and of like tenor on the Exchange Date or the date of certification if
such date occurs after the Exchange Date, without further act or deed by such
beneficial owners. Except as otherwise provided in this paragraph, no payments
of principal or interest owing with respect to a beneficial interest in a
temporary global Security will be made unless and until such interest in such
temporary global Security shall have been exchanged for an interest in a
definitive Security. Any interest so received by Euroclear and CEDEL and not
paid as herein provided shall be returned to the Trustee prior to the expiration
of two years after such Interest Payment Date in order to be repaid to the
Issuer.


SECTION
305. Registration, Registration of Transfer and Exchange. The
Issuer shall cause to be kept at the Corporate Trust Office of the Trustee or
in any office or agency of the Issuer in a Place of Payment a register for each
series of Securities (the registers maintained in such office or in any such
office or agency of the Issuer in a Place of Payment being herein sometimes
referred to collectively as the “Security Register”) in which, subject to such
reasonable regulations as it may prescribe, the Issuer shall provide for the
registration of Registered Securities and of transfers of Registered
Securities. The Security Register shall be in written form or any other form capable
of being converted into written form within a reasonable time. The Trustee, at
its Corporate Trust Office, is hereby appointed “Security Registrar” for the
purpose of registering Registered Securities and transfers of Registered
Securities on such Security Register as herein



 23
 






 



 


provided. In the event that the Trustee shall cease to
be Security Registrar, it shall have the right to examine the Security Register
at all reasonable times.


Subject to the provisions
of this Section 305, upon surrender for registration of transfer of any
Registered Security of any series at any office or agency of the Issuer in a
Place of Payment for that series, the Issuer shall execute, and the Trustee
shall authenticate and deliver, in the name of the designated transferee or
transferees, one or more new Registered Securities of the same series, of any
authorized denominations and of a like aggregate principal amount, bearing a
number not contemporaneously outstanding, and containing identical terms and
provisions.


Subject to the provisions
of this Section 305, at the option of the Holder, Registered Securities of any
series may be exchanged for other Registered Securities of the same series, of
any authorized denomination or denominations and of a like aggregate principal amount,
containing identical terms and provisions, upon surrender of the Registered
Securities to be exchanged at any such office or agency. Whenever any such
Registered Securities are so surrendered for exchange, the Issuer shall
execute, and the Trustee shall authenticate and deliver, the Registered
Securities which the Holder making the exchange is entitled to receive. Unless
otherwise specified with respect to any series of Securities as contemplated by
Section 301, Bearer Securities may not be issued in exchange for Registered
Securities.


If (but only if)
permitted by the applicable Board Resolution and (subject to Section 303) set
forth in the applicable Officers’ Certificate, or in any indenture supplemental
hereto, delivered as contemplated by Section 301, at the option of the Holder,
Bearer Securities of any series may be exchanged for Registered Securities of
the same series of any authorized denominations and of a like aggregate
principal amount and tenor, upon surrender of the Bearer Securities to be
exchanged at any such office or agency, with all unmatured coupons and all
matured coupons in default thereto appertaining. If the Holder of a Bearer
Security is unable to produce any such unmatured coupon or coupons or matured
coupon or coupons in default, any such permitted exchange may be effected if
the Bearer Securities are accompanied by payment in funds acceptable to the
Issuer in an amount equal to the face amount of such missing coupon or coupons,
or the surrender of such missing coupon or coupons may be waived by the Issuer
and the Trustee if there is furnished to them such security or indemnity as
they may require to save each of them and any Paying Agent harmless. If
thereafter the Holder of such Security shall surrender to any Paying Agent any
such missing coupon in respect of which such a payment shall have been made,
such Holder shall be entitled to receive the amount of such payment; provided, however, that, except as
otherwise provided in Section 1002, interest represented by coupons shall be
payable only upon presentation and surrender of those coupons at an office or
agency located outside the United States. Notwithstanding the foregoing, in
case a Bearer Security of any series is surrendered at any such office or
agency in a permitted exchange for a Registered Security of the same series and
like tenor after the close of business at such office or agency on (i) any
Regular Record Date and before the opening of business at such office or agency
on the relevant Interest Payment Date, or (ii) any Special Record Date and
before the opening of business at such office or agency on the related proposed
date for payment of Defaulted Interest, such Bearer Security shall be
surrendered without the coupon relating to such Interest Payment Date or proposed
date for payment, as the case may be, and interest or Defaulted Interest, as
the case may be, will not be payable on such Interest Payment Date or proposed
date for payment, as the case may be, in respect of the Registered Security
issued in exchange for such Bearer Security, but will be payable only to the
Holder of such coupon when due in accordance with the provisions of this
Indenture.



 24














 


 


Whenever any Securities are so surrendered for
exchange, the Issuer shall execute, and the Trustee shall authenticate and
deliver, the Securities which the Holder making the exchange is entitled to
receive.


Notwithstanding the
foregoing, except as otherwise specified as contemplated by Section 301, any
permanent global Security shall be exchangeable only as provided in this
paragraph. If the depositary for any permanent global Security is DTC, then,
unless the terms of such global Security expressly permit such global Security
to be exchanged in whole or in part for definitive Securities, a global
Security may be transferred, in whole but not in part, only to a nominee of
DTC, or by a nominee of DTC to DTC, or to a successor to DTC for such global
Security selected or approved by the Issuer or to a nominee of such successor
to DTC. If at any time DTC notifies the Issuer that it is unwilling or unable
to continue as depositary for the applicable global Security or Securities or
if at any time DTC ceases to be a clearing agency registered under the
Securities Exchange Act of 1934, as amended (the “Exchange Act”) if so required
by applicable law or regulation, the Issuer shall appoint a successor
depositary with respect to such global Security or Securities. If (x) a
successor depositary for such global Security or Securities is not appointed by
the Issuer within 90 days after the Issuer receives such notice or becomes
aware of such unwillingness, inability or ineligibility, (y) an Event of
Default has occurred and is continuing and the beneficial owners representing a
majority in principal amount of the applicable series of Securities represented
by such global Security or Securities advise DTC to cease acting as depositary
for such global Security or Securities or (z) the Issuer, in its sole
discretion, determines at any time that all Outstanding Securities (but not
less than all) of any series issued or issuable in the form of one or more
global Securities shall no longer be represented by such global Security or
Securities, then the Issuer shall execute, and the Trustee shall authenticate
and deliver definitive Securities of like series, rank, tenor and terms in
definitive form in an aggregate principal amount equal to the principal amount
of such global Security or Securities. If any beneficial owner of an interest
in a permanent global Security is otherwise entitled to exchange such interest
for Securities of such series and of like tenor and principal amount of another
authorized form and denomination, as specified as contemplated by Section 301
and provided that any applicable notice provided in the permanent global
Security shall have been given, then without unnecessary delay but in any event
not later than the earliest date on which such interest may be so exchanged,
the Issuer shall execute, and the Trustee shall authenticate and deliver
definitive Securities in aggregate principal amount equal to the principal
amount of such beneficial owner’s interest in such permanent global Security.
On or after the earliest date on which such interests may be so exchanged, such
permanent global Security shall be surrendered for exchange by DTC or such
other depositary as shall be specified in the Issuer Order with respect thereto
to the Trustee, as the Issuer’s agent for such purpose; provided, however, that no such exchanges
may occur during a period beginning at the opening of business 15 days before
any selection of Securities to be redeemed and ending on the relevant
Redemption Date if the Security for which exchange is requested may be among
those selected for redemption; and provided
further that no Bearer Security delivered in exchange for a portion
of a permanent global Security shall be mailed or otherwise delivered to any
location in the United States. If a Registered Security is issued in exchange
for any portion of a permanent global Security after the close of business at
the office or agency where such exchange occurs on (i) any Regular Record Date
and before the opening of business at such office or agency on the relevant
Interest Payment Date, or (ii) any Special Record Date and the opening of
business at such office or agency on the related proposed date for payment of
Defaulted Interest, interest or Defaulted Interest, as the case may be, will
not be payable on such Interest Payment Date or proposed date for payment, as
the case may be, in



 25
 






 



 


respect of such Registered Security, but will be
payable on such Interest Payment Date or proposed date for payment, as the case
may be, only to the Person to whom interest in respect of such portion of such
permanent global Security is payable in accordance with the provisions of this
Indenture.


All Securities issued
upon any registration of transfer or exchange of Securities shall be the valid
obligations of the Issuer, evidencing the same debt, and entitled to the same
benefits under this Indenture, as the Securities surrendered upon such
registration of transfer or exchange.


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


No service charge shall
be made for any registration of transfer or exchange of Securities, but the
Issuer may require payment of a sum sufficient to cover any tax or other
governmental charge that may be imposed in connection with any registration of
transfer or exchange of Securities, other than exchanges pursuant to Section
304, 906, 1107 or 1305 not involving any transfer.


The Issuer or the
Trustee, as applicable, shall not be required (i) to issue, register the transfer
of or exchange any Security if such Security may be among those selected for
redemption during a period beginning at the opening of business 15 days before
selection of the Securities to be redeemed under Section 1103 and ending at the
close of business on (A) if such Securities are issuable only as Registered
Securities, the day of the mailing of the relevant notice of redemption and (B)
if such Securities are issuable as Bearer Securities, the day of the first
publication of the relevant notice of redemption or, if such Securities are
also issuable as Registered Securities and there is no publication, the mailing
of the relevant notice of redemption, or (ii) to register the transfer of or
exchange any Registered Security so selected for redemption in whole or in
part, except, in the case of any Registered Security to be redeemed in part,
the portion thereof not to be redeemed, or (iii) to exchange any Bearer
Security so selected for redemption except that such a Bearer Security may be
exchanged for a Registered Security of that series and like tenor, provided that such Registered Security
shall be simultaneously surrendered for redemption, or (iv) to issue, register
the transfer of or exchange any Security which has been surrendered for
repayment at the option of the Holder, except the portion, if any, of such
Security not to be so repaid.


SECTION
306. Mutilated, Destroyed, Lost and Stolen Securities. If any
mutilated Security or a Security with a mutilated coupon appertaining to it is
surrendered to the Trustee or the Issuer, together with, in proper cases, such
security or indemnity as may be required by the Issuer or the Trustee to save
each of them or any agent of either of them harmless, the Issuer shall execute
and the Trustee shall authenticate and deliver in exchange therefor a new
Security of the same series and principal amount, containing identical terms
and provisions and bearing a number not contemporaneously outstanding, with
coupons corresponding to the coupons, if any, appertaining to the surrendered
Security.


If there shall be
delivered to the Issuer and to the Trustee (i) evidence to their satisfaction
of the destruction, loss or theft of any Security or coupon, and (ii) such
security or indemnity as



 26
 






 



 


may be required by them to save each of them and any
agent of either of them harmless, then, in the absence of notice to the Issuer
or the Trustee that such Security or coupon has been acquired by a bona fide
purchaser, the Issuer shall execute and upon its request the Trustee shall
authenticate and deliver, in lieu of any such destroyed, lost or stolen
Security or in exchange for the Security to which a destroyed, lost or stolen
coupon appertains (with all appurtenant coupons not destroyed, lost or stolen),
a new Security of the same series and principal amount, containing identical
terms and provisions and bearing a number not contemporaneously outstanding,
with coupons corresponding to the coupons, if any, appertaining to such
destroyed, lost or stolen Security or to the Security to which such destroyed,
lost or stolen coupon appertains.


Notwithstanding the
provisions of the previous two paragraphs, in case any such mutilated,
destroyed, lost or stolen Security or coupon has become or is about to become
due and payable, the Issuer in its discretion may, instead of issuing a new
Security, with coupons corresponding to the coupons, if any, appertaining to
such destroyed, lost or stolen Security or to the Security to which such
destroyed, lost or stolen coupon appertains, pay such Security or coupon; provided, however, that payment of
principal of (and premium, if any), any interest on and any Additional Amounts
with respect to, Bearer Securities shall, except as otherwise provided in
Section 1002, be payable only at an office or agency located outside the United
States and, unless otherwise specified as contemplated by Section 301, any
interest on Bearer Securities shall be payable only upon presentation and
surrender of the coupons appertaining thereto.


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


Every new Security of any
series with its coupons, if any, issued pursuant to this Section in lieu of any
destroyed, lost or stolen Security, or in exchange for a Security to which a
destroyed, lost or stolen coupon appertains, shall constitute an original additional
contractual obligation of the Issuer, whether or not the destroyed, lost or
stolen Security and its coupons, if any, or the destroyed, lost or stolen
coupon shall be at any time enforceable by anyone, and shall be entitled to all
the benefits of this Indenture equally and proportionately with any and all
other Securities of that series and their coupons, if any, duly issued
hereunder.


The provisions of this
Section are exclusive and shall preclude (to the extent lawful) all other
rights and remedies with respect to the replacement or payment of mutilated,
destroyed, lost or stolen Securities or coupons.


SECTION
307. Payment of Interest; Interest Rights Preserved. Except
as otherwise specified with respect to a series of Securities in accordance
with the provisions of Section 301, interest on any Registered Security that is
payable, and is punctually paid or duly provided for, on any Interest Payment
Date shall be paid to the Person in whose name that Security (or one or more
Predecessor Securities) is registered at the close of business on the Regular
Record Date for such interest at the office or agency of the Issuer maintained
for such purpose pursuant to Section 1002; provided,
however, that each installment of interest on any Registered
Security may at the Issuer’s option be paid by (i) mailing a check for such
interest, payable to or upon the written order of the Person entitled thereto
pursuant to Section 308, to the address of such Person as it appears on the
Security Register or (ii) transfer to an account maintained by the payee
located inside the United



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States.


Unless otherwise provided
as contemplated by Section 301 with respect to the Securities of any series,
payment of interest may be made, in the case of a Bearer Security, by transfer
to an account maintained by the payee with a bank located outside the United
States.


Unless otherwise provided
as contemplated by Section 301, every permanent global Security will provide
that interest, if any, payable on any Interest Payment Date will be paid to
DTC, Euroclear and/or CEDEL, as the case may be, with respect to that portion
of such permanent global Security held for its account by Cede & Co. or the
Common Depositary, as the case may be, for the purpose of permitting such party
to credit the interest received by it in respect of such permanent global
Security to the accounts of the beneficial owners thereof.


In case a Bearer Security
of any series is surrendered in exchange for a Registered Security of such
series after the close of business (at an office or agency in a Place of
Payment for such series) on any Regular Record Date and before the opening of
business (at such office or agency) on the next succeeding Interest Payment
Date, such Bearer Security shall be surrendered without the coupon relating to
such Interest Payment Date and interest will not be payable on such Interest
Payment Date in respect of the Registered Security issued in exchange for such
Bearer Security, but will be payable only to the Holder of such coupon when due
in accordance with the provisions of this Indenture.


Except as otherwise
specified with respect to a series of Securities in accordance with the
provisions of Section 301, any interest on any Registered Security of any
series that is payable, but is not punctually paid or duly provided for, on any
Interest Payment Date (herein called “Defaulted Interest”) shall forthwith
cease to be payable to the registered Holder thereof on the relevant Regular
Record Date by virtue of having been such Holder, and such Defaulted Interest
may be paid by the Issuer, at its election in each case, as provided in clause
(1) or (2) below:


(1)                                  The
Issuer may elect to make payment of any Defaulted Interest to the Persons in
whose names the Registered Securities of such series (or their respective
Predecessor Securities) are registered at the close  of business on a Special Record Date for the
payment of such Defaulted Interest, which shall be fixed in the following
manner. The Issuer shall notify the Trustee in writing of the amount of Defaulted
Interest  proposed to be paid on each
Registered Security of such series and the date of the proposed payment (which
shall not be less than 20 days after such notice is received by the Trustee),
and at the same time the Issuer shall deposit with the Trustee an amount of
money in the currency or currencies, currency unit or units or composite
currency or currencies in which the Securities of such series are payable
(except as otherwise specified pursuant to Section 301 for the Securities of
such series) equal to the aggregate amount proposed to be paid in respect of
such Defaulted Interest or shall make arrangements satisfactory to the Trustee
for such deposit on or prior to the date of the proposed payment, such money
when deposited to be held in trust for the benefit of the Persons entitled to
such Defaulted Interest as provided in this clause.


Thereupon the Trustee
shall fix a Special Record Date for the payment of such Defaulted Interest
which shall be not more than 15 days and not less than 10 days prior to the
date of the proposed payment and not less than 10 days after the receipt by the
Trustee of the notice of the proposed payment. The Trustee shall promptly
notify the Issuer of such Special Record Date and,



 28
 






 



 


in the name and at the expense of the Issuer, shall
cause notice of the proposed payment of such Defaulted Interest and the Special
Record Date therefor to be mailed, first-class postage prepaid, to each Holder
of Registered Securities of such series at his address as it appears in the
Security Register not less than 10 days prior to such Special Record Date. The
Trustee may, in its discretion, in the name and at the expense of the Issuer,
cause a similar notice to be published at least once in an Authorized Newspaper
in each place of payment, but such publications shall not be a condition
precedent to the establishment of such Special Record Date. Notice of the
proposed payment of such Defaulted Interest and the Special Record Date
therefor having been mailed as aforesaid, such Defaulted Interest shall be paid
to the Persons in whose names the Registered Securities of such series (or
their respective Predecessor Securities) are registered at the close of
business on such Special Record Date and shall no longer be payable pursuant to
the following clause (2). In case a Bearer Security of any series is
surrendered at the office or agency in a Place of Payment for such series in
exchange for a Registered Security of such series after the close of business
at such office or agency on any Special Record Date and before the opening of
business at such office or agency on the related proposed date for payment of
Defaulted Interest, such Bearer Security shall be surrendered without the
coupon relating to such proposed date of payment and Defaulted Interest will
not be payable on such proposed date of payment in respect of the Registered
Security issued in exchange for such Bearer 
Security, but will be payable only to the Holder of such coupon when due
in accordance with the provisions of this Indenture.


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


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


SECTION
308. Persons Deemed Owners. Prior to due presentment of a
Registered Security for registration of transfer, the Issuer, the Trustee and
any agent of the Issuer or the Trustee may treat the Person in whose name such
Registered Security is registered as the owner of such Security for the purpose
of receiving payment of principal of (and premium, if any), and (subject to
Sections 305 and 307) interest on, such Registered Security and for all other
purposes whatsoever, whether or not such Registered Security be overdue, and
neither the Issuer, the Trustee nor any agent of the Issuer or the Trustee
shall be affected by notice to the contrary.


Title to any Bearer
Security and any coupons appertaining thereto shall pass by delivery. The
Issuer, the Trustee and any agent of the Issuer or the Trustee may treat the
Holder of any Bearer Security and the Holder of any coupon as the absolute
owner of such Security or coupon for the purpose of receiving payment thereof
or on account thereof and for all other purposes whatsoever, whether or not
such Security or coupon be overdue, and neither the Issuer, the Trustee nor any
agent of the Issuer or the Trustee shall be affected by notice to the contrary.


None of the Issuer, the
Trustee, any Paying Agent or the Security Registrar will have any



 29
 






 



 


responsibility or liability for any aspect of the
records relating to or payments made on account of beneficial ownership
interests of a Security in global form or for maintaining, supervising or
reviewing any records relating to such beneficial ownership interests.


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


SECTION
309. Cancellation. All Securities and coupons surrendered for
payment, redemption, repayment at the option of the Holder, registration of
transfer or exchange or for credit against any sinking fund payment shall, if
surrendered to any Person other than the Trustee, be delivered to the Trustee,
and any such Securities and coupons and Securities and coupons surrendered
directly to the Trustee for any such purpose shall be promptly cancelled by it;
provided, however, where the Place of Payment is located outside of the United
States, the Paying Agent at such Place of Payment may cancel the Securities
surrendered to it for such purposes prior to delivering the Securities to the
Trustee. The Issuer may at any time deliver to the Trustee for cancellation any
Securities previously authenticated and delivered hereunder which the Issuer
may have acquired in any manner whatsoever, and may deliver to the Trustee (or
to any other Person for delivery to the Trustee) for cancellation any
Securities previously authenticated hereunder which the Issuer has not issued
and sold, and all Securities so delivered shall be promptly cancelled by the
Trustee. If the Issuer shall so 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
surrendered to the Trustee for cancellation. No Securities shall be authenticated
in lieu of or in exchange for any Securities cancelled as provided in this
Section, except as expressly permitted by this Indenture. Cancelled Securities
and coupons held by the Trustee shall be destroyed by the Trustee and the
Trustee shall deliver a certificate of such destruction to the Issuer, unless
by an Issuer Order the Issuer directs their return to it.


SECTION
310. Computation of Interest. Except as otherwise specified
as contemplated by Section 301 with respect to Securities of any series,
interest on the Securities of each series shall be computed on the basis of a
360-day year consisting of twelve 30-day months.


ARTICLE
FOUR


Satisfaction
and Discharge


SECTION
401. Satisfaction and Discharge of Indenture. This Indenture
shall upon Issuer Request cease to be of further effect with respect to any
series of Securities specified in such Issuer Request (except as to any
surviving rights of registration of transfer or exchange of Securities of such
series herein expressly provided for and any right to receive Additional
Amounts, as provided in Section 1013), and the Trustee, upon receipt of an
Issuer Order, and at the expense of the Issuer, shall execute proper
instruments acknowledging satisfaction and discharge of this Indenture as to
such series when



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(1)                                  either


(A)                              all
Securities of such series theretofore authenticated and delivered and all
coupons, if any, appertaining thereto (other 
than (i) coupons appertaining to Bearer Securities surrendered for
exchange for Registered Securities and maturing after such exchange, whose
surrender is not required or has been waived as provided in Section 305, (ii)
Securities and coupons of such series which have been destroyed, lost or stolen
and which have been replaced or paid as provided in Section 306, (iii) coupons
appertaining to Securities called for redemption and maturing after the
relevant Redemption Date, whose surrender has been waived as provided in
Section 1106, and (iv) Securities and coupons of such series for whose payment
money has theretofore been deposited in trust or segregated and held in trust
by the Issuer and thereafter repaid to the Issuer or discharged from such
trust, as provided in Section 1003) have been delivered to the Trustee for
cancellation; or


(B)                                all
Securities of such series and, in the case of (i) or (ii) below, any coupons
appertaining thereto not theretofore delivered to the Trustee for cancellation


(i)                                     have
become due and payable, or


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


(iii)                               if
redeemable at the option of the Issuer, are to be called for redemption within
one year under arrangements satisfactory to the Trustee for the giving of
notice of redemption by the Trustee in the name, and at the expense, of the
Issuer,


and
the Issuer, in the case of (i), (ii) or (iii) above, has irrevocably deposited
or caused to be deposited with the Trustee as trust funds in trust for the
purpose an amount in the currency or currencies, currency unit or units or
composite currency or currencies in which the Securities of such series are
payable, sufficient to pay and discharge the entire indebtedness on such
Securities and such coupons not theretofore delivered to the Trustee for
cancellation, for principal (and premium, if any) and interest, and any
Additional Amounts with respect thereto, to the date of such deposit (in the
case of Securities which have become due and payable) or to the Stated Maturity
or Redemption Date, as the case may be;


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


(3)                                  the
Issuer has delivered to the Trustee an Officers’ Certificate and an Opinion of
Counsel, each stating that all conditions 
precedent herein provided for relating to the satisfaction and discharge
of this Indenture as to such series have been complied with. Notwithstanding
the satisfaction and discharge of this Indenture, the obligations of the Issuer
to the Trustee and any predecessor Trustee under Section 606, the obligations
of the Issuer to any Authenticating Agent under Section 611 and, if money shall
have been deposited with and held by the Trustee pursuant to subclause (B) of
clause (1) of this Section, the obligations of the Trustee under Section 402
and the last paragraph of Section 1003 shall survive.



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


ARTICLE
FIVE


Remedies


SECTION
501. Events of Default. “Event of Default,” wherever used
herein with respect to any particular series of Securities, means any one of
the following events (whatever the reason for such Event of Default and whether
or not it shall be voluntary or involuntary or be effected by operation of law
or pursuant to any judgment, decree or order of any court or any order, rule or
regulation of any administrative or governmental body):


(1)                                  default
in the payment of any interest upon or any Additional Amounts payable in
respect of any Security of that series or of any coupon appertaining thereto,
when such interest, Additional Amounts or coupon becomes due and payable, and
continuance of such default for a period of 30 days; or


(2)                                  default
in the payment of the principal of (or premium, if any, on) any Security of
that series when it becomes due and payable at its Maturity; or


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


(4)                                  default
in the performance, or breach, of any covenant or warranty of the Issuer in
this Indenture with respect to any Security of that series (other than a
covenant or warranty a default in whose performance or whose breach is
elsewhere in this Section specifically dealt with), and continuance of such
default or breach for a period of 60 days after there has been given, by
registered or certified mail, to the Issuer by the Trustee or to the Issuer and
the Trustee by the Holders of at least 25% in principal amount of the
Outstanding Securities of that series a written notice specifying such default
or breach and requiring it to be remedied and stating that such notice is a “Notice
of Default” hereunder; or


(5)                                  a
default under any bond, evidence of recourse indebtedness of the Issuer, or under
any mortgage, indenture or other instrument of the Issuer (including a default
with respect to Securities of any series other than that series) under which
there may be issued or by which there may be secured any recourse indebtedness
of the Issuer (or by any Subsidiary, the repayment of which the Issuer has
guaranteed or for which the Issuer is directly responsible or liable as obligor
or guarantor), whether such indebtedness now exists or shall hereafter be
created, which default shall constitute a failure to pay an aggregate principal
amount exceeding $5,000,000 of such indebtedness when due and payable after the
expiration of any applicable grace period with respect thereto and shall have
resulted in such indebtedness in an aggregate principal amount 



 32
 






 



 


exceeding $5,000,000 becoming or being declared due
and payable prior to the date on which it would otherwise have become due and
payable, without such indebtedness having been discharged, or such acceleration
having been rescinded or annulled, within a period of 10 days after there shall
have been given, by registered or certified mail, to the Issuer by the Trustee
or to the Issuer and the Trustee by the Holders of at least 10% in principal
amount of the Outstanding Securities of that series a written notice specifying
such default and requiring the Issuer to cause such indebtedness to be
discharged or cause such acceleration to be rescinded or annulled and stating
that such notice is a “Notice of Default” hereunder; or


 


(6)                                  the
Issuer or any Significant Subsidiary pursuant to or within the meaning of any
Bankruptcy Law:


(A)                              commences
a voluntary case,


(B)                                consents
to the entry of an order for relief against it in an involuntary case,


(C)                                consents
to the appointment of a Custodian of it or for all or substantially all of its
property, or


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


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


(A)                              is
for relief against the Issuer or any Significant Subsidiary in an involuntary
case,


(B)                                appoints
a Custodian of the Issuer or any Significant Subsidiary or for all or
substantially all of either of its property, or


(C)                                orders
the liquidation of the Issuer or any Significant Subsidiary, and the order or
decree remains unstayed and in effect for 90 days; or


(8)                                  any
other Event of Default provided with respect to Securities of that series.


As used in this Section 501, the term “Bankruptcy Law”
means title 11, U.S. Code or any similar Federal or State law for the relief of
debtors and the term “Custodian” means any receiver, trustee, assignee,
liquidator or other similar official under any Bankruptcy Law.


SECTION
502. Acceleration of Maturity; Rescission and Annulment. If
an Event of Default with respect to Securities of any series at the time
Outstanding occurs and is continuing, then and in every such case the Trustee
or the Holders of not less than 25% in principal amount of the Outstanding
Securities of that series may declare the principal (or, if any Securities are
Original Issue Discount Securities or Indexed Securities, such portion of the
principal as may be specified in the terms thereof) of all the Securities of
that series to be due and payable immediately, by a notice in writing to the
Issuer (and to the Trustee if given by the Holders), and upon any such
declaration such principal or specified portion thereof shall become
immediately due and payable.



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At any time after such a
declaration of acceleration with respect to Securities of any series has been
made and before a judgment or decree for payment of the money due has been
obtained by the Trustee as hereinafter in this Article provided, the Holders of
a majority in principal amount of the Outstanding Securities of that series, by
written notice to the Issuer and the Trustee, may rescind and annul such
declaration and its consequences if:


(1)                                  the
Issuer has paid or deposited with the Trustee a sum sufficient to pay in the
currency or currency unit or composite currency in which the Securities of such
series are payable (except as otherwise specified pursuant to Section 301 for
the Securities of such series):


(A)                              all
overdue installments of interest on and any Additional Amounts payable in
respect of all Outstanding Securities of that series and any related coupons,


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


(C)                                to
the extent that payment of such interest is lawful, interest upon overdue
installments of interest and any Additional Amounts at the rate or rates borne
by or provided for in such Securities, and


(D)                               all
sums paid or advanced by the Trustee hereunder and the reasonable compensation,
expenses, disbursements and advances of the Trustee, its agents and counsel;
and


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


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


SECTION
503. Collection of Indebtedness and Suits for Enforcement by Trustee.
The Issuer covenants that if:


(1)                                  default
is made in the payment of any installment of interest or Additional Amounts, if
any, on any Security of any series and any related coupon when such interest or
Additional Amount becomes due and payable and such default continues for a
period of 30 days, or


(2)                                  default
is made in the payment of the principal of (or premium, if any, on) any
Security of any series at its Maturity, then the Issuer will, upon demand of
the Trustee, pay to the Trustee, for the benefit of the Holders of such
Securities of such series and coupons, the whole amount then due and payable on
such Securities and coupons for principal (and premium, if any) and interest
and Additional Amounts, with interest upon any overdue principal (and premium,
if any) and, to the extent that payment of such interest shall be legally
enforceable, upon any overdue installments of interest or Additional Amounts,
if any, at the rate or rates borne by or provided for



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in such Securities, and, in addition thereto, such
further amount as shall be sufficient to cover the costs and expenses of
collection, including the reasonable compensation, expenses, disbursements and
advances of the Trustee, its agents and counsel.


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


If an Event of Default
with respect to Securities of any series occurs and is continuing, the Trustee
may in its discretion proceed to protect and enforce its rights and the rights
of the Holders of Securities of such series and any related coupons by such
appropriate judicial proceedings as the Trustee shall deem most effectual to
protect and enforce any such rights, whether for the specific enforcement of any
covenant or agreement in this Indenture or in aid of the exercise of any power
granted herein, or to enforce any other proper remedy.


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


(i)                                     to
file and prove a claim for the whole amount, or such lesser amount as may be
provided for in the Securities of such series, of principal (and premium, if
any) and interest and Additional Amounts, if any, owing and unpaid in respect
of the Securities and to file such other papers or documents as may be
necessary or advisable in order to have the claims of the Trustee (including
any claim for the reasonable compensation, expenses, disbursements and advances
of the Trustee, its agents and counsel) and of the Holders allowed in such
judicial proceeding, and


(ii)                                  to
collect and receive any moneys or other property payable or deliverable on any
such claims and to distribute the same; and any custodian, receiver, assignee,
trustee, liquidator, sequestrator (or other similar official) in any such
judicial proceeding is hereby authorized by each Holder of Securities of such
series and coupons to make such payments to the Trustee, and in the event that
the Trustee shall consent to the making of such payments directly to the
Holders, to pay to the Trustee any amount due to it for the reasonable
compensation, expenses, disbursements and advances of the Trustee and any
predecessor Trustee, their agents and counsel, and any other amounts due the
Trustee or any predecessor Trustee under Section 606.


Nothing herein contained
shall be deemed to authorize the Trustee to authorize or consent to or accept
or adopt on behalf of any Holder of a Security or coupon any plan of
reorganization, arrangement, adjustment or composition affecting the Securities
or coupons or the rights of any Holder thereof, or to authorize the Trustee to
vote in respect of the claim of any Holder of a Security or coupon in any such
proceeding.



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


SECTION
506. Application of Money Collected. Any money collected by
the Trustee pursuant to this Article shall be applied in the following order,
at the date or dates fixed by the Trustee and, in case of the distribution of
such money on account of principal (or premium, if any) or interest and any
Additional Amounts, upon presentation of the Securities or coupons, or both, as
the case may be, and the notation thereon of the payment if only partially paid
and upon surrender thereof if fully paid:


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


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


THIRD:  To the payment of the remainder, if any, to
the Issuer.


SECTION
507. Limitation on Suits. No Holder of any Security of any
series or any related coupon shall have any right to institute any proceeding,
judicial or otherwise, with respect to this Indenture, or for the appointment
of a receiver or trustee, or for any other remedy hereunder, unless:


(1)                                  such
Holder has previously given written notice to the Trustee of a continuing Event
of Default with respect to the Securities of that series;


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


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


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



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


it being understood and intended that no one or more
of such Holders shall have any right in any manner whatever by virtue of, or by
availing of, any provision of this Indenture to affect, disturb or prejudice
the rights of any other of such Holders, or to obtain or to seek to obtain
priority or preference over any other of such Holders or to enforce any right
under this Indenture, except in the manner herein provided and for the equal
and ratable benefit of all such Holders.


SECTION
508. Unconditional right of Holders to Receive Principal, Premium, If Any,
Interest and Additional Amounts. Notwithstanding any other
provision in this Indenture, the Holder of any Security or coupon shall have
the right which is absolute and unconditional to receive payment of the
principal of (and premium, if any) and (subject to Sections 305 and 307)
interest on, and any Additional Amounts in respect of, such Security or payment
of such coupon on the respective due dates expressed in such Security or coupon
(or, in the case of redemption, on the Redemption Date) and to institute suit
for the enforcement of any such payment, and such rights shall not be impaired
without the consent of such Holder.


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


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


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


SECTION
512. Control by Holders of Securities. The Holders of not
less than a majority in principal amount of the Outstanding Securities of any
series shall have the right to direct the time, method and place of conducting
any proceeding for any remedy available to the



 37
 






 



 


Trustee or exercising any trust or power conferred on
the Trustee with respect to the Securities of such series, provided that


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


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


(3)                                  the
Trustee need not take any action which might involve it in personal liability
or be unduly prejudicial to the Holders of Securities of such series not joining
therein.


SECTION
513. Waiver of Past Defaults. The Holders of not less than a
majority in principal amount of the Outstanding Securities of any series may on
behalf of the Holders of all the Securities of such series and any related
coupons waive any past default hereunder with respect to such series and its
consequences, except a default


(1)                                  in
the payment of the principal of (or premium, if any) or interest on or
Additional Amounts payable in respect of any Security of such series or any
related coupons, or


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


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


SECTION
514. Waiver of Usury, Stay or Extension Laws. The Issuer
covenants (to the extent that it may lawfully do so) that it will not at any
time insist upon, or plead, or in any manner whatsoever claim or take the
benefit or advantage of, any usury, stay or extension law wherever enacted, now
or at any time hereafter in force, which may affect the covenants or the
performance of this Indenture; and the Issuer (to the extent that it may
lawfully do so) hereby expressly waives all benefit or advantage of any such law,
and covenants that it will not hinder, delay or impede the execution of any
power herein granted to the Trustee, but will suffer and permit the execution
of every such power as though no such law had been enacted.


SECTION
515. Undertaking for Costs. All parties to this Indenture
agree, and each Holder of any Security by his acceptance thereof shall be
deemed to have agreed, that any court may in its discretion require, in any
suit for the enforcement of any right or remedy under this Indenture, or in any
suit against the Trustee for any action taken or omitted by it as Trustee, the
filing by any party litigant in such suit of any undertaking to pay the costs
of such suit, and that such court may in its discretion assess reasonable
costs, including reasonable attorneys’ fees, 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 Holder, or
group of Holders, holding in the aggregate more than 10% in principal amount of
the Outstanding Securities, or to any suit instituted by any Holder for the
enforcement of the payment of the principal of (or premium, if



 38
 






 



 


any) or interest on any Security on or after the
respective Stated Maturities expressed in such Security (or, in the case of
redemption, on or after the Redemption Date).


ARTICLE
SIX


The
Trustee


SECTION
601. Notice of Defaults. Within 90 days after the occurrence
of any default hereunder with respect to the Securities of any series, the
Trustee shall transmit in the manner and to the extent provided in TIA Section
313(c), notice of such default hereunder known to the Trustee, unless such
default shall have been cured or waived; provided,
however, , that, except in the case of a default in the payment of
the principal of (or premium, if any) or interest on or any Additional Amounts
with respect to any Security of such series, or in the payment of any sinking
fund installment with respect to the Securities of such series, the Trustee
shall be protected in withholding such notice if and so long as Responsible
Officers of the Trustee in good faith determine that the withholding of such
notice is in the interests of the Holders of the Securities and coupons of such
series; and provided further that
in the case of any default or breach of the character specified in Section
501(4) with respect to the Securities and coupons of such series, no such
notice to Holders shall be given until at least 60 days after the occurrence
thereof. For the purpose of this Section, the term “default” means any event
which is, or after notice or lapse of time or both would become, an Event of
Default with respect to the Securities of such series.


SECTION
602. Certain Rights of Trustee. Subject to the provisions of
TIA Section 315(a) through 315(d):


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


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


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


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


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



 39
 






 



 


series or any related coupons pursuant to this
Indenture, unless such Holders shall have offered to the Trustee security or
indemnity reasonably satisfactory to the Trustee against the costs, expenses
and liabilities which might be incurred by it in compliance with such request
or direction;


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


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


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


The Trustee shall not be
required to expend or risk its own funds or otherwise incur any financial
liability in the performance of any of its duties hereunder, or in the exercise
of any of its rights or powers, if it shall have reasonable grounds for
believing that repayment of such funds or adequate indemnity against such risk
or liability is not reasonably assured to it.


Except during the
continuance of an Event of Default, the Trustee undertakes to perform only such
duties as are specifically set forth in this Indenture, and no implied
covenants or obligations shall be read into this Indenture against the Trustee.


SECTION
603. Not Responsible for Recitals or Issuance of Securities.
The recitals contained herein and in the Securities, except the Trustee’s
certificate of authentication, and in any coupons shall be taken as the
statements of the Issuer, and neither the Trustee nor any Authenticating Agent
assumes any responsibility for their correctness. The Trustee makes no
representations as to the validity or sufficiency of this Indenture or of the
Securities or coupons, except that the Trustee represents that it is duly
authorized to execute and deliver this Indenture, authenticate the Securities
and perform its obligations hereunder. Neither the Trustee nor any
Authenticating Agent shall be accountable for the use or application by the
Issuer of Securities or the proceeds thereof.


SECTION
604. May Hold Securities. The Trustee, any Paying Agent,
Security Registrar, Authenticating Agent or any other agent of the Issuer, in
its individual or any other capacity, may become the owner or pledgee of
Securities and coupons and, subject to TIA Sections 310(b) and 311, may
otherwise deal with the Issuer with the same rights it would have if it were
not Trustee, Paying Agent, Security Registrar, Authenticating Agent or such
other agent.


SECTION
605. Money Held in Trust. Money held by the Trustee in trust
hereunder need not be segregated from other funds except to the extent required
by law. The Trustee shall be



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under no liability for interest on any money received
by it hereunder except as otherwise agreed with the Issuer.


SECTION
606. Compensation and Reimbursement. The Issuer agrees:


(1)                                  to
pay to the Trustee from time to time reasonable compensation for all services
rendered by it hereunder (which compensation shall not be limited by any
provision of law in regard to the compensation of a trustee of an express
trust);


(2)                                  except
as otherwise expressly provided herein, to reimburse each of the Trustee and
any predecessor Trustee upon its request for all reasonable expenses,
disbursements and advances incurred or made by the Trustee in accordance with
any provision of this Indenture (including the reasonable compensation and the
expenses and disbursements of its agents and counsel), except any such expense,
disbursement or advance as may be attributable to its negligence or bad faith;
and


(3)                                  to
indemnify each of the Trustee and any predecessor Trustee for, and to hold it
harmless against, any loss, liability or expense incurred without negligence or
bad faith on its own part, arising out of or in connection with the acceptance
or administration of the trust or trusts hereunder, including the costs and
expenses of defending itself against any claim or liability in connection with
the exercise or performance of any of its powers or duties hereunder.


When the Trustee incurs
expenses or renders services in connection with an Event of Default specified
in Section 501(6) or Section 501(7), the expenses (including the reasonable
charges and expenses of its counsel) and the compensation for the services are
intended to constitute expenses of administration under any applicable Federal
or state bankruptcy, insolvency or other similar law.


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


The provisions of this
Section shall survive the termination of this Indenture.


SECTION
607. Corporate Trustee Required; Eligibility; Conflicting Interests.
There shall at all times be a Trustee hereunder which shall be eligible to act
as Trustee under TIA Section 310(a)(1) and shall have a combined capital and
surplus of at least $50,000,000. If such corporation publishes reports of
condition at least annually, pursuant to law or the requirements of Federal,
State, Territorial or District of Columbia supervising or examining authority,
then for the purposes of this Section, the combined capital and surplus of such
corporation shall be deemed to be its combined capital and surplus as set forth
in its most recent report of condition so published. If at any time the Trustee
shall cease to be eligible in accordance with the provisions of this Section,
it shall resign immediately in the manner and with the effect hereinafter
specified in this Article.


SECTION
608. Resignation and Removal; Appointment of Successor. (a)
No resignation or removal of the Trustee and no appointment of a successor
Trustee pursuant to this



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Article shall become effective until the acceptance of
appointment by the successor Trustee in accordance with the applicable
requirements of Section 609.


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


(c)                                  The
Trustee may be removed at any time with respect to the Securities of any series
by Act of the Holders of a majority in principal amount of the Outstanding
Securities of such series delivered to the Trustee and to the Issuer.


(d)                                 If
at any time:


(1)                                  the
Trustee shall fail to comply with the provisions of TIA Section 310(b) after
written request therefor by the Issuer or by any Holder of a Security who has
been a bona fide Holder of a Security for at least six months, or


(2)                                  the
Trustee shall cease to be eligible under Section 607 and shall fail to resign
after written request therefor by the Issuer or by any Holder of a Security who
has been a bona fide Holder of a Security for at least six months, or


(3)                                  the
Trustee shall become incapable of acting or shall be adjudged a bankrupt or
insolvent, or a receiver of the Trustee or of its property shall be appointed
or any public officer shall take charge or control of the Trustee or of its
property or affairs for the purpose of rehabilitation, conservation or
liquidation, then, in any such case, (i) the Issuer by or pursuant to a Board
Resolution may remove the Trustee and appoint a successor Trustee with respect
to all Securities, or (ii) subject to TIA Section 315(e), any Holder of a
Security who has been a bona fide Holder of a Security for at least six months
may, on behalf of himself and all others similarly situated, petition any court
of competent jurisdiction for the removal of the Trustee with respect to all
Securities and the appointment of a successor Trustee or Trustees.


(e)                                  If
the Trustee shall resign, be removed or become incapable of acting, or if a
vacancy shall occur in the office of Trustee for any cause with respect to the
Securities of one or more series, the Issuer, by or pursuant to a Board
Resolution, shall promptly appoint a successor Trustee or Trustees with respect
to the Securities of that or those series (it being understood that any such
successor Trustee may be appointed with respect to the Securities of one or
more or all of such series and that at any time there shall be only one Trustee
with respect to the Securities of any particular series). If, within one year
after such resignation, removal or incapability, or the occurrence of such
vacancy, a successor Trustee with respect to the Securities of any series shall
be appointed by Act of the Holders of a majority in principal amount of the
Outstanding Securities of such series delivered to the Issuer and the retiring
Trustee, the successor Trustee so appointed shall, forthwith upon its
acceptance of such appointment, become the successor Trustee with respect to
the Securities of such series and to that extent supersede the successor
Trustee appointed by the Issuer. If no successor Trustee with respect to the
Securities of any series shall have been so appointed by the Issuer or the
Holders of Securities and accepted appointment in the manner



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hereinafter provided, any Holder of a Security who has
been a bona fide Holder of a Security of such series for at least six months
may, on behalf of himself and all others similarly situated, petition any court
of competent jurisdiction for the appointment of a successor Trustee with
respect to Securities of such series.


(f)                                    The
Issuer shall give notice of each resignation and each removal of the Trustee
with respect to the Securities of any series and each appointment of a
successor Trustee with respect to the Securities of any series in the manner
provided for notices to the Holders of Securities in Section 106. Each notice
shall include the name of the successor Trustee with respect to the Securities
of such series and the address of its Corporate Trust Office.


SECTION
609. 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 shall execute, acknowledge and deliver
to the Issuer 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 request of the Issuer or the successor
Trustee, such retiring Trustee shall, upon payment of its charges, execute and
deliver an instrument transferring to such successor Trustee all the rights,
powers and trusts of the retiring Trustee, and shall duly assign, transfer and
deliver to such successor Trustee all property and money held by such retiring
Trustee hereunder, subject nevertheless to its claim, if any, provided for in
Section 606.


(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 Issuer, 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,
pursuant to Article Nine hereof, wherein each successor Trustee shall accept
such appointment and which (1) shall contain such provisions as shall be
necessary or desirable to transfer and confirm to, and to vest in, each
successor Trustee all the rights, powers, trusts and duties of the retiring
Trustee with respect to the Securities of that or those series to which the
appointment of such successor Trustee relates, (2) if the retiring Trustee is
not retiring with respect to all Securities, shall contain such provisions as
shall be deemed necessary or desirable to confirm that all the rights, powers,
trusts and duties of the retiring Trustee with respect to the Securities of
that or those series as to which the retiring Trustee is not retiring shall
continue to be vested in the retiring Trustee, and (3) shall add to or change
any of the provisions of this Indenture as shall be necessary to provide for or
facilitate the administration of the trusts hereunder by more than one Trustee,
it being understood that nothing herein or in such supplemental indenture shall
constitute such Trustee’s co-trustees of the same trust and that each such
Trustee shall be trustee of a trust or trusts hereunder separate and apart from
any trust or trusts hereunder administered by any other such Trustee; and upon
the execution and delivery of such supplemental indenture the resignation or
removal of the retiring Trustee shall become effective to the extent provided
therein and each such successor Trustee, without any further act, deed or
conveyance, shall become vested with all the rights, powers, trusts and duties
of the retiring Trustee with respect to the Securities of that or those series
to which the appointment of such successor Trustee relates; but, on request of
the Issuer or any successor Trustee, such retiring Trustee shall duly assign,
transfer and deliver to such successor Trustee all property and money held by
such retiring Trustee hereunder with respect to the Securities of that or those
series to which the appointment of such successor Trustee relates.



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(c)                                  Upon
request of any such successor Trustee, the Issuer 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.


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


SECTION
611. Appointment of Authenticating Agent. At any time when
any of the Securities remain Outstanding, the Trustee may appoint an
Authenticating Agent or Agents with respect to one or more series of Securities
which shall be authorized to act on behalf of the Trustee to authenticate
Securities of such series issued upon exchange, registration of transfer or
partial redemption or repayment 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. Any such
appointment shall be evidenced by an instrument in writing signed by a
Responsible Officer of the Trustee, a copy of which instrument shall be
promptly furnished to the Issuer. Wherever reference is made in this Indenture
to the authentication and delivery of Securities by the Trustee or the Trustee’s
certificate of authentication, such reference shall be deemed to include
authentication and delivery on behalf of the Trustee by an Authenticating Agent
and a certificate of authentication executed on behalf of the Trustee by an
Authenticating Agent. Each Authenticating Agent shall be acceptable to the
Issuer and shall at all times be a bank or trust company or corporation
organized and doing business and in good standing under the laws of the United
States of America or of any State or the District of Columbia, authorized under
such laws to act as Authenticating Agent, having a combined capital and surplus
of not less than $50,000,000 and subject to supervision or examination by
Federal or State authorities. If such Authenticating Agent publishes reports of
condition at least annually, pursuant to law or the requirements of the aforesaid
supervising or examining authority, then for the purposes of this Section, the
combined capital and surplus of such Authenticating Agent shall be deemed to be
its combined capital and surplus as set forth in its most recent report of
condition so published. In case at any time an Authenticating Agent shall cease
to be eligible in accordance with the provisions of this Section, such
Authenticating Agent shall resign immediately in the manner and



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with the effect specified in this Section.


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


An Authenticating Agent
for any series of Securities may at any time resign by giving written notice of
resignation to the Trustee for such series and to the Issuer. The Trustee for
any series of Securities may at any time terminate the agency of an
Authenticating Agent by giving written notice of termination to such
Authenticating Agent and to the Issuer. Upon receiving such a notice of
resignation or upon such a termination, or in case at any time such
Authenticating Agent shall cease to be eligible in accordance with the
provisions of this Section, the Trustee for such series may appoint a successor
Authenticating Agent which shall be acceptable to the Issuer and shall give
notice of such appointment to all Holders of Securities of the series with
respect to which such Authenticating Agent will serve in the manner set forth
in Section 106. Any successor Authenticating Agent upon acceptance of its
appointment hereunder shall become vested with all the rights, powers and
duties of its predecessor hereunder, with like effect as if originally named as
an Authenticating Agent herein. No successor Authenticating Agent shall be
appointed unless eligible under the provisions of this Section.


The Issuer agrees to pay
to each Authenticating Agent from time to time reasonable compensation
including reimbursement of its reasonable expenses for its services under this
Section.


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


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


	
   

  	
  [TRUSTEE]

  
	
   

  	
  as Trustee

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  as Authenticating Agent

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Authorized Signatory

  



 



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ARTICLE
SEVEN


Holders’
Lists and Reports by Trustee and Issuer


SECTION
701. Disclosure of Names and Addresses of Holders. Every
Holder of Securities or coupons, by receiving and holding the same, agrees with
the Issuer and the Trustee that neither the Issuer nor the Trustee nor any
Authenticating Agent nor any Paying Agent nor any Security Registrar shall be
held accountable by reason of the disclosure of any information as to the names
and addresses of the Holders of Securities in accordance with TIA Section 312,
regardless of the source from which such information was derived, and that the
Trustee shall not be held accountable by reason of mailing any material
pursuant to a request made under TIA Section 312(b).


SECTION
702. Reports by Trustee. Within 60 days after May 15 of each
year commencing with the first May 15 after the first issuance of Securities
pursuant to this Indenture, the Trustee shall transmit by mail to all Holders
of Securities as provided in TIA Section 313(c) a brief report dated as of such
May 15 if required by TIA Section 313(a).


SECTION
703. Reports by Issuer. The Issuer will:


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


(2)                                  transmit
by mail to the Holders of Securities, within 30 days after the filing thereof
with the Trustee, in the manner and to the extent provided in TIA Section
313(c), such summaries of any information, documents and reports required to be
filed by the Issuer pursuant to Section 1011 and paragraph (1) of this Section
as may be required by rules and regulations prescribed from time to time by the
Commission.


SECTION
704. Issuer to Furnish Trustee Names and Addresses of Holders.
The Issuer will furnish or cause to be furnished to the Trustee:


(a)                                  semiannually,
not later than 15 days after the Regular Record Date for interest for each
series of Securities, a list, in such form as the Trustee may reasonably
require, of the names and addresses of the Holders of Registered Securities of
such series as of such Regular Record Date, or if there is no Regular Record
Date for interest for such series of Securities, semiannually, upon such dates
as are set forth in the Board Resolution or indenture supplemental hereto
authorizing such series, and


(b)                                 at
such other times as the Trustee may request in writing, within 30 days after
the receipt by the Issuer of any such request, a list of similar form and
content as of a date not more than 15 days prior to the time such list is
furnished, provided, however,
that, so long as the Trustee is the Security Registrar, no such list shall be
required to be furnished.



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ARTICLE
EIGHT


Consolidation,
Merger, Sale, Lease or Conveyance


SECTION
801. Consolidations and Mergers of Issuer and Sales, Leases and Conveyances
Permitted Subject to Certain Conditions. The Issuer may
consolidate with, or sell, lease or convey all or substantially all of its
assets to, or merge with or into any other corporation, provided that in any
such case, (1) either the Issuer shall be the continuing corporation, or the
successor corporation shall be a corporation organized and existing under the
laws of the United States or a State thereof and such successor corporation
shall expressly assume the due and punctual payment of the principal of (and
premium, if any) and any interest (including all Additional Amounts, if any,
payable pursuant to Section 1013) on all of the Securities, according to their
tenor, and the due and punctual performance and observance of all of the
covenants and conditions of this Indenture to be performed by the Issuer by
supplemental indenture, complying with Article Nine hereof, satisfactory to the
Trustee, executed and delivered to the Trustee by such corporation and (2)
immediately after giving effect to such transaction and treating any
indebtedness which becomes an obligation of the Issuer or any Subsidiary as a
result thereof as having been incurred by the Issuer or such Subsidiary at the
time of such transaction, no Event of Default, and no event which, after notice
or the lapse of time, or both, would become an Event of Default, shall have
occurred and be continuing.


SECTION
802. Rights and Duties of Successor Corporation. In case of
any such consolidation, merger, sale, lease or conveyance and upon any such
assumption by the successor corporation, such successor corporation shall
succeed to and be substituted for the Issuer, with the same effect as if it had
been named herein as the party of the first part, and the predecessor
corporation, except in the event of a lease, shall be relieved of any further
obligation under this Indenture and the Securities. Such successor corporation
thereupon may cause to be signed, and may issue either in its own name or in
the name of the Issuer, any or all of the Securities issuable hereunder which
theretofore shall not have been signed by the Issuer and delivered to the
Trustee; and, upon the order of such successor corporation, instead of the
Issuer, and subject to all the terms, conditions and limitations in this
Indenture prescribed, the Trustee shall authenticate and shall deliver any
Securities which previously shall have been signed and delivered by the
officers of the Issuer to the Trustee for authentication, and any Securities
which such successor corporation thereafter shall cause to be signed and
delivered to the Trustee for that purpose. All the Securities so issued shall
in all respects have the same legal rank and benefit under this Indenture as
the Securities theretofore or thereafter issued in accordance with the terms of
this Indenture as though all of such Securities had been issued at the date of
the execution hereof.


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


SECTION
803. Officers’ Certificate and Opinion of Counsel. Any
consolidation, merger, sale, lease or conveyance permitted under Section 801 is
also subject to the condition that the Trustee receive an Officers’ Certificate
and an Opinion of Counsel to the effect that any such consolidation, merger,
sale, lease or conveyance, and the assumption by any successor corporation,
complies with the provisions of this Article and that all conditions precedent
herein provided for relating to such transaction have been complied with.



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ARTICLE
NINE


Supplemental
Indentures


SECTION
901. Supplemental Indentures Without Consent of Holders.
Without the consent of any Holders of Securities or coupons, the Issuer, when
authorized by or pursuant to a Board Resolution, and the Trustee, at any time
and from time to time, may enter into one or more indentures supplemental
hereto, in form satisfactory to the Trustee, for any of the following purposes:


(1)                                  to
evidence the succession of another Person to the Issuer and the assumption by
any such successor of the covenants of the Issuer herein and in the Securities
contained; or


(2)                                  to
add to the covenants of the Issuer 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 Issuer; or


(3)                                  to
add any additional Events of Default for the benefit of the Holders of all or
any series of Securities (and if such Events of Default are to be for the
benefit of less than all series of Securities, stating that such Events of
Default are expressly being included solely for the benefit of such series);
provided, however, that in respect of any such additional Events of Default
such supplemental indenture may provide for a particular period of grace after
default (which period may be shorter or longer than that allowed in the case of
other defaults) or may provide for an immediate enforcement upon such default
or may limit the remedies available to the Trustee upon such default or may
limit the right of the Holders of a majority in aggregate principal amount of
that or those series of Securities to which such additional Events of Default
apply to waive such default; or


(4)                                  to
add to or change any of the provisions of this Indenture to provide that Bearer
Securities may be registrable as to principal, to change or eliminate any
restrictions on the payment of principal of or any premium or interest on
Bearer Securities, to permit Bearer Securities to be issued in exchange for
Registered Securities, to permit Bearer Securities to be issued in exchange for
Bearer Securities of other authorized denominations or to permit or facilitate
the issuance of Securities in uncertificated form, provided that any such action shall not adversely affect the
interests of the Holders of Securities of any series or any related coupons in
any material respect; or


(5)                                  to
change or eliminate any of the provisions of this Indenture, provided that any such change or
elimination shall become effective only when there is no Security Outstanding
of any series created prior to the execution of such supplemental indenture
which is entitled to the benefit of such provision; or


(6)                                  to
secure the Securities; or


(7)                                  to
establish the form or terms of Securities of any series and any related coupons
as permitted by Sections 201 and 301; or


(8)                                  to
evidence and provide for the acceptance of appointment hereunder by a successor
Trustee with respect to the Securities of one or more series and to add to or
change any of the provisions of this Indenture as shall be necessary to provide
for or facilitate the



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administration of the trusts hereunder by more than
one Trustee; or


(9)                                  to
cure any ambiguity, to correct or supplement any provision herein which may be
defective or inconsistent with any other provision herein, or to make any other
provisions with respect to matters or questions arising under this Indenture
which shall not be inconsistent with the provisions of this Indenture, provided such provisions shall not
adversely affect the interests of the Holders of Securities of any series or
any related coupons in any material respect; or


(10)                            to
supplement any of the provisions of this Indenture to such extent as shall be
necessary to permit or facilitate the defeasance and discharge of any series of
Securities pursuant to Sections 401, 1402 and 1403; provided that any such action shall not adversely affect the
interests of the Holders of Securities of such series and any related coupons
or any other series of Securities in any material respect.


SECTION
902. Supplemental Indentures With Consent of Holders. With
the consent of the Holders of not less than a majority in principal amount of
all Outstanding Securities affected by such supplemental indenture, by Act of
said Holders delivered to the Issuer and the Trustee, the Issuer, when
authorized by or pursuant to a Board Resolution, and the Trustee may enter into
an indenture or indentures supplemental hereto for the purpose of adding any
provisions to or changing in any manner or eliminating any of the provisions of
this Indenture or of modifying in any manner the rights of the Holders of
Securities and any related coupons under this Indenture; provided, however, that no such
supplemental indenture shall, without the consent of the Holder of each
Outstanding Security affected thereby:


(1)                                  change
the Stated Maturity of the principal of (or premium, if any, on) or any
installment of principal of or interest on, any Security, or reduce the
principal amount thereof or the rate or amount of interest thereon or any
Additional Amounts payable in respect thereof, or any premium payable upon the
redemption thereof, or change any obligation of the Issuer to pay Additional
Amounts pursuant to Section 1013 (except as contemplated by Section 801(1) and
permitted by Section 901(1)), or reduce the amount of the principal of an
Original Issue Discount Security that would be due and payable upon a declaration
of acceleration of the Maturity thereof pursuant to Section 502 or the amount
thereof provable in bankruptcy pursuant to Section 504, or adversely affect any
right of repayment at the option of the Holder of any Security, or change any
Place of Payment where, or the currency or currencies, currency unit or units
or composite currency or currencies in which, any Security or any premium or
the interest thereon is payable, or impair the right to institute suit for the
enforcement of any such payment on or after the Stated Maturity thereof (or, in
the case of redemption or repayment at the option of the Holder, on or after
the Redemption Date or the Repayment Date, as the case may be), or


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


(3)                                  modify
any of the provisions of this Section, Section 513 or Section 1014, except to
increase the required percentage to effect such action or to provide that
certain other provisions of this Indenture cannot be modified or waived without
the consent of the Holder of each



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Outstanding Security affected thereby.


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


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


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


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


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


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


ARTICLE
TEN


Covenants


SECTION
1001. Payment of Principal, Premium, If Any, Interest and Additional Amounts.
The Issuer covenants and agrees for the benefit of the Holders of each series
of Securities that it will duly and punctually pay the principal of (and
premium, if any) and interest on and any Additional Amounts payable in respect
of the Securities of that series in accordance with the terms of such series of
Securities, any coupons appertaining thereto and this Indenture.



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Unless otherwise specified as contemplated by Section
301 with respect to any series of Securities, any interest due on and any
Additional Amounts payable in respect of Bearer Securities on or before
Maturity, other than Additional Amounts, if any, payable as provided in Section
1013 in respect of principal of (or premium, if any, on) such a Security, shall
be payable only upon presentation and surrender of the several coupons for such
interest installments as are evidenced thereby as they severally mature. Unless
otherwise specified with respect to Securities of any series pursuant to
Section 301, at the option of the Issuer, all payments of principal may be paid
by check to the registered Holder of the Registered Security or other person
entitled thereto against surrender of such Security.


SECTION
1002. Maintenance of Office or Agency. If Securities of a
series are issuable only as Registered Securities, the Issuer shall maintain in
each Place of Payment for any series of Securities an office or agency where
Securities of that series may be presented or surrendered for payment or
conversion, where Securities of that series may be surrendered for registration
of transfer or exchange and where notices and demands to or upon the Issuer in
respect of the Securities of that series and this Indenture may be served. If
Securities of a series are issuable as Bearer Securities, the Issuer will
maintain:  (A) in the Borough of
Manhattan, New York City, an office or agency where any Registered Securities
of that series may be presented or surrendered for payment or conversion, where
any Registered Securities of that series may be surrendered for registration of
transfer, where Securities of that series may be surrendered for exchange,
where notices and demands to or upon the Issuer in respect of the Securities of
that series and this Indenture may be served and where Bearer Securities of
that series and related coupons may be presented or surrendered for payment or
conversion in the circumstances described in the following paragraph (and not
otherwise); (B) subject to any laws or regulations applicable thereto, in a
Place of Payment for that series which is located outside the United States, an
office or agency where Securities of that series and related coupons may be
presented and surrendered for payment (including payment of any Additional
Amounts payable on Securities of that series pursuant to Section 1013) or
conversion; provided, however,
that if the Securities of that series are listed on the Luxembourg Stock
Exchange or any other stock exchange located outside the United States and such
stock exchange shall so require, the Issuer will maintain a Paying Agent for
the Securities of that series in Luxembourg or any other required city located
outside the United States, as the case may be, so long as the Securities of
that series are listed on such exchange; and (C) subject to any laws or
regulations applicable thereto, in a Place of Payment for that series located
outside the United States an office or agency where any Registered Securities
of that series may be surrendered for registration of transfer, where
Securities of that series may be surrendered for exchange and where notices and
demands to or upon the Issuer in respect of the Securities of that series and
this Indenture may be served. The Issuer will give prompt written notice to the
Trustee of the location, and any change in the location, of each such office or
agency. If at any time the Issuer shall fail to maintain any such required
office or agency or shall fail to furnish the Trustee with the address thereof,
such presentations, surrenders, notices and demands may be made or served at
the Corporate Trust Office of the Trustee, except that Bearer Securities of
that series and the related coupons may be presented and surrendered for
payment (including payment of any Additional Amounts payable on Bearer
Securities of that series pursuant to Section 1013) or conversion at the
offices specified in the Security, in London, England, and the Issuer hereby
appoints the same as its agent to receive such respective presentations, surrenders,
notices and demands, and the Issuer hereby appoints the Trustee its agent to
receive all such presentations, surrenders, notices and demands.



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Unless otherwise
specified with respect to any Securities pursuant to Section 301, no payment of
principal, premium or interest on or Additional Amounts in respect of Bearer
Securities shall be made at any office or agency of the Issuer in the United
States or by check mailed to any address in the United States or by transfer to
an account maintained with a bank located in the United States; provided, however, that, if the Securities
of a series are payable in Dollars, payment of principal of and any premium and
interest on any Bearer Security (including any Additional Amounts payable on
Securities of such series pursuant to Section 1013) shall be made at the office
of the designated agent of the Issuer’s Paying Agent in the Borough of
Manhattan, New York City, if (but only if) payment in Dollars of the full
amount of such principal, premium, interest or Additional Amounts, as the case
may be, at all offices or agencies outside the United States maintained for the
purpose by the Issuer in accordance with this Indenture, is illegal or
effectively precluded by exchange controls or other similar restrictions.


The Issuer may from time
to time designate one or more other offices or agencies where the Securities of
one or more series may be presented or surrendered for any or all of such
purposes, and may from time to time rescind such designations; provided, however, that no such
designation or rescission shall in any manner relieve the Issuer of its
obligation to maintain an office or agency in accordance with the requirements
set forth above for Securities of any series for such purposes. The Issuer will
give prompt written notice to the Trustee of any such designation or rescission
and of any change in the location of any such other office or agency. Unless
otherwise specified with respect to any Securities pursuant to Section 301 with
respect to a series of Securities, the Issuer hereby designates as a Place of
Payment for each series of Securities the office or agency of the Issuer in the
Borough of Manhattan, New York City, and initially appoints the Trustee at its
Corporate Trust Office as Paying Agent in such city and as its agent to receive
all such presentations, surrenders, notices and demands.


Unless otherwise
specified with respect to any Securities pursuant to Section 301, if and so
long as the Securities of any series (i) are denominated in a Foreign Currency
or (ii) may be payable in a Foreign Currency, or so long as it is required
under any other provision of the Indenture, then the Issuer will maintain with
respect to each such series of Securities, or as so required, at least one
exchange rate agent.


SECTION
1003. Money For Securities Payments To Be Held In Trust. If
the Issuer shall at any time act as its own Paying Agent with respect to any
series of any Securities and any related coupons, it will, on or before each
due date of the principal of (and premium, if any), or interest on or
Additional Amounts in respect of, any of the Securities of that series,
segregate and hold in trust for the benefit of the Persons entitled thereto a
sum in the currency or currencies, currency unit or units or composite currency
or currencies in which the Securities of such series are payable (except as
otherwise specified pursuant to Section 301 for the Securities of such series)
sufficient to pay the principal (and premium, if any) or interest or Additional
Amounts so becoming due until such sums shall be paid to such Persons or
otherwise disposed of as herein provided, and will promptly notify the Trustee
of its action or failure so to act.


Whenever the Issuer shall
have one or more Paying Agents for any series of Securities and any related
coupons, it will, before each due date of the principal of (and premium, if
any), or interest on or Additional Amounts in respect of, any Securities of
that series, deposit with a Paying Agent a sum (in the currency or currencies,
currency unit or units or composite currency or currencies described in the
preceding paragraph) sufficient to pay the principal (and premium, if



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any) or interest or Additional Amounts, so becoming
due, such sum to be held in trust for the benefit of the Persons entitled to
such principal, premium or interest or Additional Amounts and (unless such
Paying Agent is the Trustee) the Issuer will promptly notify the Trustee of its
action or failure so to act.


The Issuer will cause
each Paying Agent other than the Trustee to execute and deliver to the Trustee
an instrument in which such Paying Agent shall agree with the Trustee, subject
to the provisions of this Section, that such Paying Agent will


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


(2)                                  give
the Trustee notice of any default by the Issuer (or any other obligor upon the
Securities) in the making of any such payment of principal (and premium, if
any) or interest or Additional Amounts; and


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


The Issuer may at any
time, for the purpose of obtaining the satisfaction and discharge of this
Indenture or for any other purpose, pay, or by Issuer Order direct any Paying Agent
to pay, to the Trustee all sums held in trust by the Issuer or such Paying
Agent, such sums to be held by the Trustee upon the same trusts as those upon
which such sums were held by the Issuer or such Paying Agent; and, upon such
payment by any Paying Agent to the Trustee, such Paying Agent shall be released
from all further liability with respect to such sums.


Except as otherwise
provided in the Securities of any series, any money deposited with the Trustee
or any Paying Agent, or then held by the Issuer, in trust for the payment of
the principal of (and premium, if any) or interest on, or any Additional
Amounts in respect of, any Security of any series and remaining unclaimed for
two years after such principal (and premium, if any), interest or Additional
Amounts has become due and payable shall be paid to the Issuer upon Issuer
Request or (if then held by the Issuer) shall be discharged from such trust;
and the Holder of such Security shall thereafter, as an unsecured general
creditor, look only to the Issuer for payment of such principal of (and
premium, if any) or interest on, or any Additional Amounts in respect of, any
Security, without interest thereon, and all liability of the Trustee or such
Paying Agent with respect to such trust money, and all liability of the Issuer
as trustee thereof, shall thereupon cease; PROVIDED, HOWEVER, that the Trustee
or such Paying Agent, before being required to make any such repayment, may at
the expense of the Issuer cause to be published once, in an Authorized Newspaper,
notice that such money remains unclaimed and that, after a date specified
therein, which shall not be less than 30 days from the date of such
publication, any unclaimed balance of such money then remaining will be repaid
to the Issuer.


SECTION
1004. Limitations on Incurrence of Debt. (a) The Issuer will
not, and will not permit any Subsidiary to, incur any Debt, other than
intercompany Debt (representing Debt to which the only parties are the General
Partner, the Issuer and/or any of their Subsidiaries (but only so long as such
Debt is held solely by any of the General Partner, the Issuer and any
Subsidiary) that is subordinate in right of payment to the Securities) if,
immediately after giving effect to the 



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incurrence of such additional Debt, the aggregate
principal amount of all outstanding Debt of the Issuer and its Subsidiaries on
a consolidated basis determined in accordance with GAAP is greater than 60% of
the sum of (i) the Total Assets as of the end of the calendar quarter covered
in the Issuer’s Annual Report on Form 10-K or Quarterly Report on Form 10-Q, as
the case may be, most recently filed with the Commission (or, if such filing is
not permitted under the Exchange Act, with the Trustee) prior to the incurrence
of such additional Debt and (ii) any increase in the Total Assets since the end
of such quarter including, without limitation, any increase in Total Assets
resulting from the incurrence of such additional Debt (such increase together
with the Total Assets being referred to as the “Adjusted Total Assets”);


(b)                                 In
addition to the limitation set forth in subsection (a) of this Section 1004,
the Issuer will not, and will not permit any Subsidiary to, incur any Debt if,
for the period consisting of the four consecutive fiscal quarters most recently
ended prior to the date on which such additional Debt is to be incurred, the
ratio of Consolidated Income Available for Debt Service to the Annual Service
Charge shall have been less than 1.5 to 1, on a pro forma basis after giving
effect to the incurrence of such Debt and to the application of the proceeds
therefrom, and calculated on the assumption that (i) such Debt and any other
Debt incurred by the Issuer or its Subsidiaries since the first day of such
four-quarter period and the application of the proceeds therefrom, including to
refinance other Debt, had occurred at the beginning of such period, (ii) the
repayment or retirement of any other Debt by the Issuer or its Subsidiaries
since the first day of such four-quarter period had been incurred, repaid or
retained at the beginning of such period (except that, in making such
computation, the amount of Debt under any revolving credit facility shall be
computed based upon the average daily balance of such Debt during such period),
(iii) any income earned as a result of any increase in Adjusted Total Assets
since the end of such four quarter period had been earned, on an annualized
basis, for such period, and (iv) in the case of any acquisition or disposition
by the Issuer or any Subsidiary of any asset or group of assets since the first
day of such four-quarter period, including, without limitation, by merger,
stock purchase or sale, or asset purchase or sale, such acquisition or
disposition or any related repayment of Debt had occurred as of the first day
of such period with the appropriate adjustments with respect to such
acquisition or disposition being included in such pro forma calculation.


(c)                                  In
addition to the limitations set forth in subsections (a) and (b) of this
Section 1004, the Issuer will not, and will not permit any Subsidiary to, incur
any Debt secured by any mortgage, lien, charge, pledge, encumbrance or security
interest of any kind upon any of the property of the Issuer or any Subsidiary
(the “Secured Debt”), whether owned at the date hereof or hereafter acquired,
if, immediately after giving effect to the incurrence of such additional
Secured Debt, the aggregate principal amount of all outstanding Secured Debt of
the Issuer and its Subsidiaries on a consolidated basis is greater than 40% of
the Adjusted Total Assets.


(d)                                 For
purposes of this Section 1004, Debt shall be deemed to be “incurred” by the
Issuer or its Subsidiaries on a consolidated basis whenever the Issuer and its
Subsidiaries on a consolidated basis shall create, assume, guarantee or
otherwise become liable in respect thereof.


SECTION
1005. Maintenace of Total Unencumbered Assets. The Issuer
will maintain Total Unencumbered Assets of not less than 150% of the aggregate
outstanding principal amount of the Unsecured Debt of the Issuer.


SECTION
1006. [This Section Intentionally Omitted].



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SECTION
1007. Existence. Subject to Article Eight, the Issuer will do
or cause to be done all things necessary to preserve and keep in full force and
effect its existence, rights and franchises; provided,
however, that the Issuer shall not be required to preserve any right
or franchise if the Board of Directors shall determine that the preservation
thereof is no longer desirable in the conduct of the business of the Issuer and
that the loss thereof is not disadvantageous in any material respect to the
Holders.


SECTION
1008. Maintenance of Properties. The Issuer will cause all of
its material properties used or useful in the conduct of its business or the
business of any Subsidiary to be maintained and kept in good condition, repair
and working order and supplied with all necessary equipment and will cause to
be made all necessary repairs, renewals, replacements, betterments and
improvements thereof, all as in the judgment of the Issuer may be necessary so
that the business carried on in connection therewith may be properly and
advantageously conducted at all times; provided,
however, that nothing in this Section shall prevent the Issuer or
any Subsidiary from selling or otherwise disposing for value its properties in
the ordinary course of its business.


SECTION
1009. Insurance. The Issuer will, and will cause each of its
Subsidiaries to, keep all of its insurable properties insured against loss or
damage at least equal to their then full insurable value with insurers of
recognized responsibility and having a rating of at least A:VIII in Best’s Key
Rating Guide.


SECTION
1010. Payment of Taxes and Other Claims. The Issuer will pay
or discharge or cause to be paid or discharged, before the same shall become
delinquent, (1) all taxes, assessments and governmental charges levied or
imposed upon it or any Subsidiary or upon the income, profits or property of
the Issuer or any Subsidiary, and (2) all lawful claims for labor, materials
and supplies which, if unpaid, might by law become a lien upon the property of
the Issuer or any Subsidiary; provided,
however, that the Issuer shall not be required to pay or discharge
or cause to be paid or discharged any such tax, assessment, charge or claim
whose amount, applicability or validity is being contested in good faith by
appropriate proceedings.


SECTION
1011. Provision of Financial Information. Whether or not the
Issuer is subject to Section 13 or 15(d) of the Exchange Act and for so long as
any Securities are outstanding, the Issuer will, to the extent permitted under
the Exchange Act, file with the Commission the annual reports, quarterly
reports and other documents which the Issuer would have been required to file
with the Commission pursuant to such Section 13 or 15(d) (the “Financial
Statements”) if the Issuer were so subject, such documents to be filed with the
Commission on or prior to the respective dates (the “Required Filing Dates”) by
which the Issuer would have been required so to file such documents if the
Issuer were so subject.


The Issuer will also in
any event (x) within 15 days of each Required Filing Date (i) transmit by mail
to all Holders, as their names and addresses appear in the Security Register,
without cost to such Holders copies of the annual reports and quarterly reports
which the Issuer would have been required to file with the Commission pursuant
to Section 13 or 15(d) of the Exchange Act if the Issuer were subject to such
Sections, and (ii) file with the Trustee copies of the annual reports,
quarterly reports and other documents which the Issuer would have been required
to file with the Commission pursuant to Section 13 or 15(d) of the Exchange Act
if the Issuer were subject to such Sections and (y) if filing such documents by
the Issuer with the



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Commission is not permitted under the Exchange Act,
promptly upon written request and payment of the reasonable cost of duplication
and delivery, supply copies of such documents to any prospective Holder.


SECTION
1012. Statement as to Compliance. The Issuer will deliver to
the Trustee, within 120 days after the end of each fiscal year, a brief
certificate from the principal executive officer, principal financial officer
or principal accounting officer of the General Partner as to his or her
knowledge of the Issuer’s compliance with all conditions and covenants under
this Indenture and, in the event of any noncompliance, specifying such
noncompliance and the nature and status thereof. For purposes of this Section
1012, such compliance shall be determined without regard to any period of grace
or requirement of notice under this Indenture.


SECTION
1013. Additional Amounts. If any Securities of a series
provide for the payment of Additional Amounts, the Issuer will pay to the
Holder of any Security of such series or any coupon appertaining thereto
Additional Amounts as may be specified as contemplated by Section 301. Whenever
in this Indenture there is mentioned, in any context except in the case of
Section 502(1), the payment of the principal of or any premium or interest on,
or in respect of, any Security of any series or payment of any related coupon
or the net proceeds received on the sale or exchange of any Security of any
series, such mention shall be deemed to include mention of the payment of
Additional Amounts provided by the terms of such series established pursuant to
Section 301 to the extent that, in such context, Additional Amounts are, were
or would be payable in respect thereof pursuant to such terms and express
mention of the payment of Additional Amounts (if applicable) in any provisions
hereof shall not be construed as excluding Additional Amounts in those
provisions hereof where such express mention is not made.


Except as otherwise
specified as contemplated by Section 301, if the Securities of a series provide
for the payment of Additional Amounts, at least 10 days prior to the first
Interest Payment Date with respect to that series of Securities (or if the
Securities of that series will not bear interest prior to Maturity, the first
day on which a payment of principal and any premium is made), and at least 10
days prior to each date of payment of principal and any premium or interest if
there has been any change with respect to the matters set forth in the
below-mentioned Officers’ Certificate, the Issuer will furnish the Trustee and
the Issuer’s principal Paying Agent or Paying Agents, if other than the
Trustee, with an Officers’ Certificate instructing the Trustee and such Paying
Agent or Paying Agents whether such payment of principal of and any premium or
interest on the Securities of that series shall be made to Holders of
Securities of that series or any related coupons who are not United States
persons without withholding for or on account of any tax, assessment or other governmental
charge described in the Securities of the series. If any such withholding shall
be required, then such Officers’ Certificate shall specify by country the
amount, if any, required to be withheld on such payments to such Holders of
Securities of that series or related coupons and the Issuer will pay to the
Trustee or such Paying Agent the Additional Amounts required by the terms of
such Securities. If the Trustee or any Paying Agent, as the case may be, shall
not so receive the above-mentioned certificate, then the Trustee or such Paying
Agent shall be entitled (i) to assume that no such withholding or deduction is
required with respect to any payment of principal or interest with respect to
any Securities of a series or related coupons until it shall have received a
certificate advising otherwise and (ii) to make all payments of principal and
interest with respect to the Securities of a series or related coupons without
withholding or deductions until otherwise advised. The Issuer covenants to indemnify
the Trustee and any Paying Agent for, and to hold them harmless against, any
loss, liability or expense reasonably incurred without



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negligence or bad faith on their part arising out of
or in connection with actions taken or omitted by any of them or in reliance on
any Officers’ Certificate furnished pursuant to this Section or in reliance on
the Issuer’s not furnishing such an Officers’ Certificate.


SECTION
1014. Waiver of Certain Covenants. The Issuer may omit in any
particular instance to comply with any term, provision or condition set forth
in Sections 1004 to 1011, inclusive, if before or after the time for such
compliance the Holders of at least a majority in principal amount of all
outstanding Securities of such series, by Act of such Holders, either waive
such compliance in such instance or generally waive compliance with such
covenant or condition, but no such waiver shall extend to or affect such
covenant or condition except to the extent so expressly waived, and, until such
waiver shall become effective, the obligations of the Issuer and the duties of
the Trustee in respect of any such term, provision or condition shall remain in
full force and effect.


ARTICLE
ELEVEN


Redemption
of Securities


SECTION
1101. Applicability of Article. Securities of any series
which are redeemable before their Stated Maturity shall be redeemable in
accordance with their terms and (except as otherwise specified as contemplated
by Section 301 for Securities of any series) in accordance with this Article.


SECTION
1102. Election to Redeem; Notice to Trustee. The election of
the Issuer to redeem any Securities shall be evidenced by or pursuant to a
Board Resolution. In case of any redemption at the election of the Issuer of
less than all of the Securities of any series, the Issuer shall, at least 45
days prior to the giving of the notice of redemption in Section 1104 (unless a
shorter notice shall be satisfactory to the Trustee), notify the Trustee of
such Redemption Date and of the principal amount of Securities of such series
to be redeemed. 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 Issuer shall furnish the Trustee
with an Officers’ Certificate evidencing compliance with such restriction.


SECTION
1103. Selection By Trustee of Securities To Be Redeemed. If
less than all the Securities of any series issued on the same day with the same
terms are to be redeemed, the particular Securities to be redeemed shall be
selected not more than 60 days prior to the Redemption Date by the Trustee,
from the Outstanding Securities of such series issued on such date with the
same terms not previously called for redemption, by such method as the Trustee
shall deem fair and appropriate and which may provide for the selection for
redemption of portions (equal to the minimum authorized denomination for
Securities of that series or any integral multiple thereof) of the principal
amount of Securities of such series of a denomination larger than the minimum
authorized denomination for Securities of that series.


The Trustee shall
promptly notify the Issuer and the Security Registrar (if other than itself) in
writing of the Securities selected for redemption and, in the case of any
Securities selected for partial redemption, the principal amount thereof to be
redeemed.


For all purposes of this
Indenture, unless the context otherwise requires, all provisions



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relating to the redemption of Securities shall relate,
in the case of any Security redeemed or to be redeemed only in part, to the
portion of the principal amount of such Security which has been or is to be
redeemed.


SECTION
1104. Notice of Redemption. Notice of redemption shall be
given in the manner provided in Section 106, not less than 30 days nor more
than 60 days prior to the Redemption Date, unless a shorter period is specified
by the terms of such series established pursuant to Section 301, to each Holder
of Securities to be redeemed, but failure to give such notice in the manner
herein provided to the Holder of any Security designated for redemption as a
whole or in part, or any defect in the notice to any such Holder, shall not
affect the validity of the proceedings for the redemption of any other such
Security or portion thereof.


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


All notices of redemption
shall state:


(1)                                  the
Redemption Date,


(2)                                  the
Redemption Price, accrued interest to the Redemption Date payable as provided
in Section 1106, if any, and Additional Amounts, if any,


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


(4)                                  in
case any Security is to be redeemed in part only, the notice which relates to
such Security shall state that on and after the Redemption Date, upon surrender
of such Security, the holder will receive, without a charge, a new Security or
Securities of authorized denominations for the principal amount thereof
remaining unredeemed,


(5)                                  that
on the Redemption Date the Redemption Price and accrued interest to the
Redemption Date payable as provided in Section 1106, if any, will become due
and payable upon each such Security, or the portion thereof, to be redeemed
and, if applicable, that interest thereon shall cease to accrue on and after
said date,


(6)                                  the
Place or Places of Payment where such Securities, together in the case of
Bearer Securities with all coupons appertaining thereto, if any, maturing after
the Redemption Date, are to be surrendered for payment of the Redemption Price
and accrued interest, if any, or for conversion,


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


(8)                                  that,
unless otherwise specified in such notice, Bearer Securities of any series, if
any, surrendered for redemption must be accompanied by all coupons maturing
subsequent to the date fixed for redemption or the amount of any such missing
coupon or coupons will be deducted from the Redemption Price, unless security
or indemnity satisfactory to the Issuer, the Trustee for



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such series and any Paying Agent is furnished,


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


(10)                            the
CUSIP number of such Security, if any, and


(11)                            if
applicable, that a Holder of Securities who desires to convert Securities for
redemption must satisfy the requirements for conversion contained in such
Securities, the then existing conversion price or rate, and the date and time
when the option to convert shall expire.


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


SECTION
1105. Deposit of Redemption Price. At least one Business Day
prior to any Redemption Date, the Issuer shall deposit with the Trustee or with
a Paying Agent (or, if the Issuer is acting as its own Paying Agent, which it
may not do in the case of a sinking fund payment under Article Twelve,
segregate and hold in trust as provided in Section 1003) an amount of money in
the currency or currencies, currency unit or units or composite currency or
currencies in which the Securities of such series are payable (except as
otherwise specified pursuant to Section 301 for the Securities of such series)
sufficient to pay on the Redemption Date the Redemption Price of, and (except
if the Redemption Date shall be an Interest Payment Date) accrued interest on,
all the Securities or portions thereof which are to be redeemed on that date.


SECTION
1106. Securities Payable on Redemption Date. Notice of
redemption having been given as aforesaid, the Securities so to be redeemed
shall, on the Redemption Date, become due and payable at the Redemption Price
therein specified in the currency or currencies, currency unit or units or
composite currency or currencies in which the Securities of such series are
payable (except as otherwise specified pursuant to Section 301 for the
Securities of such series) (together with accrued interest, if any, to the
Redemption Date), and from and after such date (unless the Issuer shall default
in the payment of the Redemption Price and accrued interest) such Securities
shall, if the same were interest-bearing, cease to bear interest and the
coupons for such interest appertaining to any Bearer Securities so to be
redeemed, except to the extent provided below, shall be void. Upon surrender of
any such Security for redemption in accordance with said notice, together with
all coupons, if any, appertaining thereto maturing after the Redemption Date, such
Security shall be paid by the Issuer at the Redemption Price, together with
accrued interest, if any, to the Redemption Date; provided, however, that installments of interest on Bearer
Securities whose Stated Maturity is on or prior to the Redemption Date shall be
payable only at an office or agency located outside the United States (except
as otherwise provided in Section 1002) and, unless otherwise specified as
contemplated by Section 301, only upon presentation and surrender of coupons
for such interest; and provided further that,
except as otherwise provided with respect to Securities convertible into Common
Stock or Preferred Stock, installments of interest on Registered Securities
whose Stated Maturity is on or prior to the Redemption Date shall be payable to
the Holders of such Securities, or one or more Predecessor Securities,
registered as such at the close of business on the relevant Record Dates
according to their terms and the provisions of Section 307.



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If any Bearer Security
surrendered for redemption shall not be accompanied by all appurtenant coupons
maturing after the Redemption Date, such Security may be paid after deducting
from the Redemption Price an amount equal to the face amount of all such missing
coupons, or the surrender of such missing coupon or coupons may be waived by
the Issuer and the Trustee if there be furnished to them such security or
indemnity as they may require to save each of them and any Paying Agent
harmless. If thereafter the Holder of such Security shall surrender to the
Trustee or any Paying Agent any such missing coupon in respect of which a
deduction shall have been made from the Redemption Price, such Holder shall be
entitled to receive the amount so deducted; provided,
however, that interest represented by coupons shall be payable only
at an office or agency located outside the United States (except as otherwise
provided in Section 1002) and, unless otherwise specified as contemplated by
Section 301, only upon presentation and surrender of those coupons.


If any Security called
for redemption shall not be so paid upon surrender thereof for redemption, the
principal (and premium, if any) shall, until paid, bear interest from the
Redemption Date at the rate borne by the Security.


SECTION
1107. Securities Redeemed in Part. Any Registered Security
which is to be redeemed only in part (pursuant to the provisions of this
Article or of Article Twelve) shall be surrendered at a Place of Payment
therefor (with, if the Issuer or the Trustee so requires, due endorsement by,
or a written instrument of transfer in form satisfactory to the Issuer and the
Trustee duly executed by, the Holder thereof or his attorney duly authorized in
writing) and the Issuer shall execute and the Trustee shall authenticate and
deliver to the Holder of such Security without service charge a new Security or
Securities of the same series, of any authorized denomination as requested by
such Holder in aggregate principal amount equal to and in exchange for the unredeemed
portion of the principal of the Security so surrendered.


ARTICLE
TWELVE

Sinking Funds


SECTION
1201. Applicability of Article. The provisions of this
Article shall be applicable to any sinking fund for the retirement of
Securities of a series except as otherwise specified as contemplated by Section
301 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 such Securities of
any series is herein referred to as an “optional sinking fund payment.”  If provided for by the terms of any
Securities of any series, the cash amount of any mandatory sinking fund payment
may be subject to reduction as provided in Section 1202. Each sinking fund
payment shall be applied to the redemption of Securities of any series as
provided for by the terms of Securities of such series.


SECTION
1202. Satisfaction of Sinking Fund Payments With Securities.
The Issuer may, in satisfaction of all or any part of any mandatory sinking
fund payment with respect to the Securities of a series, (1) deliver
Outstanding Securities of such series (other than any previously called for
redemption) together in the case of any Bearer Securities of such series with
all 



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unmatured coupons appertaining thereto and (2) apply
as a credit Securities of such series which have been redeemed either at the
election of the Issuer pursuant to the terms of such Securities or through the
application of permitted optional sinking fund payments pursuant to the terms
of such Securities, as provided for by the terms of such Securities, or which
have otherwise been acquired by the Issuer; provided
that such Securities so delivered or applied as a credit have not
been previously so credited. Such Securities shall be received and credited for
such purpose by the Trustee at the applicable Redemption Price specified in
such Securities for redemption through operation of the sinking fund and the
amount of such mandatory sinking fund payment shall be reduced accordingly.


SECTION
1203. Redemption of Securities for Sinking Fund. Not less
than 60 days prior to each sinking fund payment date for Securities of any series,
the Issuer will deliver to the Trustee an Officers’ Certificate specifying the
amount of the next ensuing mandatory sinking fund payment for that series
pursuant to the terms of that series, the portion thereof, if any, which is to
be satisfied by payment of cash in the currency or currencies, currency unit or
units or composite currency or currencies in which the Securities of such
series are payable (except as otherwise specified pursuant to Section 301 for
the Securities of such series) and the portion thereof, if any, which is to be
satisfied by delivering and crediting Securities of that series pursuant to
Section 1202, and the optional amount, if any, to be added in cash to the next
ensuing mandatory sinking fund payment, and will also deliver to the Trustee
any Securities to be so delivered and credited. If such Officers’ Certificate
shall specify an optional amount to be added in cash to the next ensuing
mandatory sinking fund payment, the Issuer shall thereupon be obligated to pay
the amount therein specified. Not less than 30 days before each such sinking
fund payment date the Trustee shall select the Securities to be redeemed upon
such sinking fund payment date in the manner specified in Section 1103 and
cause notice of the redemption thereof to be given in the name of and at the
expense of the Issuer in the manner provided in Section 1104. Such notice
having been duly given, the redemption of such Securities shall be made upon
the terms and in the manner stated in Sections 1106 and 1107.


ARTICLE
THIRTEEN

Repayment at the Option of Holders


SECTION
1301. Applicability of Article. Repayment of Securities of
any series before their Stated Maturity at the option of Holders thereof shall
be made in accordance with the terms of such Securities, if any, and (except as
otherwise specified by the terms of such series established pursuant to Section
301) in accordance with this Article.


SECTION
1302. Repayment of Securities. Securities of any series
subject to repayment in whole or in part at the option of the Holders thereof
will, unless otherwise provided in the terms of such Securities, be repaid at a
price equal to the principal amount thereof, together with interest, if any,
thereon accrued to the Repayment Date specified in or pursuant to the terms of
such Securities. The Issuer covenants that at least one Business Day prior to
the Repayment Date it will deposit with the Trustee or with a Paying Agent (or,
if the Issuer is acting as its own Paying Agent, segregate and hold in trust as
provided in Section 1003) an amount of money in the currency or currencies,
currency unit or units or composite currency or currencies in which the
Securities of such series are payable (except as otherwise specified pursuant
to Section 301 for the Securities of such series) sufficient to pay the
principal (or, if so provided by the terms of the 



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Securities of any series, a percentage of the
principal) of, and (except if the Repayment Date shall be an Interest Payment
Date) accrued interest on, all the Securities or portions thereof, as the case
may be, to be repaid on such date.


SECTION
1303. Exercise of Option. Securities of any series subject to
repayment at the option of the Holders thereof will contain an “Option to Elect
Repayment” form on the reverse of such Securities. In order for any Security to
be repaid at the option of the Holder, the Trustee must receive at the Place of
Payment therefor specified in the terms of such Security (or at such other
place or places of which the Issuer shall from time to time notify the Holders
of such Securities) not earlier than 60 days nor later than 30 days prior to
the Repayment Date (1) the Security so providing for such repayment together
with the “Option to Elect Repayment” form on the reverse thereof duly completed
by the Holder (or by the Holder’s attorney duly authorized in writing) or (2) a
telegram, telex, facsimile transmission or a letter from a member of a national
securities exchange, or the National Association of Securities Dealers, Inc.,
or a commercial bank or trust company in the United States setting forth the
name of the Holder of the Security, the principal amount of the Security, the
principal amount of the Security to be repaid, the CUSIP number, if any, or a
description of the tenor and terms of the Security, a statement that the option
to elect repayment is being exercised thereby and a guarantee that the Security
to be repaid, together with the duly completed form entitled “Option to Elect
Repayment” on the reverse of the Security, will be received by the Trustee not
later than the fifth Business Day after the date of such telegram, telex,
facsimile transmission or letter; provided,
however, that such telegram, telex, facsimile transmission or letter
shall only be effective if such Security and form duly completed are received
by the Trustee by such fifth Business Day. If less than the entire principal
amount of such Security is to be repaid in accordance with the terms of such
Security, the principal amount of such Security to be repaid, in increments of the
minimum denomination for Securities of such series, and the denomination or
denominations of the Security or Securities to be issued to the Holder for the
portion of the principal amount of such Security surrendered that is not to be
repaid, must be specified. The principal amount of any Security providing for
repayment at the option of the Holder thereof may not be repaid in part if,
following such repayment, the unpaid principal amount of such Security would be
less than the minimum authorized denomination of Securities of the series of
which such Security to be repaid is a part. Except as otherwise may be provided
by the terms of any Security providing for repayment at the option of the
Holder thereof, exercise of the repayment option by the Holder shall be
irrevocable unless waived by the Issuer.


SECTION
1304. When Securities Presented for Repayment Become Due and Payable.
If Securities of any series providing for repayment at the option of the
Holders thereof shall have been surrendered as provided in this Article and as
provided by or pursuant to the terms of such Securities, such Securities or the
portions thereof, as the case may be, to be repaid shall become due and payable
and shall be paid by the Issuer on the Repayment Date therein specified, and on
and after such Repayment Date (unless the Issuer shall default in the payment
of such Securities on such Repayment Date) such Securities shall, if the same
were interest-bearing, cease to bear interest and the coupons for such interest
appertaining to any Bearer Securities so to be repaid, except to the extent
provided below, shall be void. Upon surrender of any such Security for
repayment in accordance with such provisions, together with all coupons, if
any, appertaining thereto maturing after the Repayment Date, the principal
amount of such Security so to be repaid shall be paid by the Issuer, together
with accrued interest, if any, to the Repayment Date; provided, however, that coupons whose
Stated Maturity is on or prior to the Repayment Date shall be payable only at
an office or agency located outside the United States (except as otherwise 



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provided in Section 1002) and, unless otherwise
specified pursuant to Section 301, only upon presentation and surrender of such
coupons; and provided further that,
in the case of Registered Securities, installments of interest, if any, whose
Stated Maturity is on or prior to the Repayment Date shall be payable (but
without interest thereon, unless the Issuer shall default in the payment
thereof) to the Holders of such Securities, or one or more Predecessor
Securities, registered as such at the close of business on the relevant Record
Dates according to their terms and the provisions of Section 307.


If any Bearer Security
surrendered for repayment shall not be accompanied by all appurtenant coupons
maturing after the Repayment Date, such Security may be paid after deducting
from the amount payable therefor as provided in Section 1302 an amount equal to
the face amount of all such missing coupons, or the surrender of such missing
coupon or coupons may be waived by the Issuer and the Trustee if there be
furnished to them such security or indemnity as they may require to save each
of them and any Paying Agent harmless. If thereafter the Holder of such
Security shall surrender to the Trustee or any Paying Agent any such missing
coupon in respect of which a deduction shall have been made as provided in the
preceding sentence, such Holder shall be entitled to receive the amount so
deducted; provided, however, that interest represented by coupons shall be
payable only at an office or agency located outside the United States (except
as otherwise provided in Section 1002) and, unless otherwise specified as
contemplated by Section 301, only upon presentation and surrender of those
coupons.


If the principal amount
of any Security surrendered for repayment shall not be so repaid upon surrender
thereof, such principal amount (together with interest, if any, thereon accrued
to such Repayment Date) shall, until paid, bear interest from the Repayment
Date at the rate of interest or Yield to Maturity (in the case of Original
Issue Discount Securities) set forth in such Security.


SECTION
1305. Securities Repaid in Part. Upon surrender of any
Registered Security which is to be repaid in part only, the Issuer shall
execute and the Trustee shall authenticate and deliver to the Holder of such
Security, without service charge and at the expense of the Issuer, a new
Registered Security or Securities of the same series, of any authorized denomination
specified by the Holder, in an aggregate principal amount equal to and in
exchange for the portion of the principal of such Security so surrendered which
is not to be repaid.


ARTICLE
FOURTEEN

Defeasance and Covenant Defeasance


SECTION
1401. Applicability of Article; Issuer’s Option to Effect Defeasance or
Covenant Defeasance. If, pursuant to Section 301, provision
is made for either or both of (a) defeasance of the Securities of or within a
series under Section 1402 or (b) covenant defeasance of the Securities of or
within a series under Section 1403, then the provisions of such Section or
Sections, as the case may be, together with the other provisions of this
Article (with such modifications thereto as may be specified pursuant to
Section 301 with respect to any Securities), shall be applicable to such
Securities and any coupons appertaining thereto, and the Issuer may at its
option by Board Resolution, at any time, with respect to such Securities and
any coupons appertaining thereto, elect to have Section 1402 (if applicable) or
Section 1403 (if applicable) be applied to such Outstanding Securities and any
coupons appertaining thereto upon compliance 



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with the conditions set forth below in this Article.


SECTION
1402. Defeasance and Discharge. Upon the Issuer’s exercise of
the above option applicable to this Section with respect to any Securities of
or within a series, the Issuer shall be deemed to have been discharged from its
obligations with respect to such Outstanding Securities and any coupons appertaining
thereto on the date the conditions set forth in Section 1404 are satisfied
(hereinafter, “defeasance”). For this purpose, such defeasance means that the
Issuer shall be deemed to have paid and discharged the entire indebtedness
represented by such Outstanding Securities and any coupons appertaining
thereto, which shall thereafter be deemed to be “Outstanding” only for the
purposes of Section 1405 and the other Sections of this Indenture referred to
in clauses (A) and (B) below, and to have satisfied all of its other
obligations under such Securities and any coupons appertaining thereto and this
Indenture insofar as such Securities and any coupons appertaining thereto are
concerned (and the Trustee, at the expense of the Issuer, shall execute proper
instruments acknowledging the same), except for the following which shall
survive until otherwise terminated or discharged hereunder:  (A) the rights of Holders of such Outstanding
Securities and any coupons appertaining thereto to receive, solely from the
trust fund described in Section 1404 and as more fully set forth in such
Section, payments in respect of the principal of (and premium, if any) and
interest, if any, on such Securities and any coupons appertaining thereto when
such payments are due, (B) the Issuer’s obligations with respect to such
Securities under Sections 305, 306, 1002 and 1003 and with respect to the
payment of Additional Amounts, if any, on such Securities as contemplated by
Section 1013, (C) the rights, powers, trusts, duties and immunities of the
Trustee hereunder and (D) this Article. Subject to compliance with this Article
Fourteen, the Issuer may exercise its option under this Section notwithstanding
the prior exercise of its option under Section 1403 with respect to such Securities
and any coupons appertaining thereto.


SECTION
1403. Covenant Defeasance. Upon the Issuer’s exercise of the
above option applicable to this Section with respect to any Securities of or
within a series, the Issuer shall be released from its obligations under
Sections 1004 to 1011, inclusive, and, if specified pursuant to Section 301,
its obligations under any other covenant, with respect to such Outstanding
Securities and any coupons appertaining thereto on and after the date the
conditions set forth in Section 1404 are satisfied (hereinafter, “covenant
defeasance”), and such Securities and any coupons appertaining thereto shall
thereafter be deemed to be not “Outstanding” for the purposes of any direction,
waiver, consent or declaration or Act of Holders (and the consequences of any
thereof) in connection with Sections 1004 to 1011, inclusive, or such other
covenant, but shall continue to be deemed “Outstanding” for all other purposes
hereunder. For this purpose, such covenant defeasance means that, with respect
to such Outstanding Securities and any coupons appertaining thereto, the Issuer
may omit to comply with and shall have no liability in respect of any term,
condition or limitation set forth in any such Section or such other covenant,
whether directly or indirectly, by reason of any reference elsewhere herein to
any such Section or such other covenant or by reason of reference in any such
Section or such other covenant to any other provision herein or in any other
document and such omission to comply shall not constitute a default or an Event
of Default under Section 501(4) or 501(8) or otherwise, as the case may be,
but, except as specified above, the remainder of this Indenture and such
Securities and any coupons appertaining thereto shall be unaffected thereby.


SECTION
1404. Conditions to Defeasance or Covenant Defeasance. The
following shall be the conditions to application of Section 1402 or Section
1403 to any Outstanding 



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Securities of or within a series and any coupons
appertaining thereto:


(a)           The Issuer shall irrevocably have
deposited or caused to be deposited with the Trustee (or another trustee
satisfying the requirements of Section 607 who shall agree to comply with the
provisions of this Article Fourteen applicable to it) as trust funds in trust
for the purpose of making the following payments, specifically pledged as
security for, and dedicated solely to, the benefit of the Holders of such
Securities and any coupons appertaining thereto, (1) an amount in such
currency, currencies or currency unit in which such Securities and any coupons
appertaining thereto are then specified as payable at Stated Maturity, or (2)
Government Obligations applicable to such Securities and coupons appertaining
thereto (determined on the basis of the currency, currencies or currency unit
in which such Securities and coupons appertaining thereto are then specified as
payable at Stated Maturity) which through the scheduled payment of principal
and interest in respect thereof in accordance with their terms will provide,
not later than one day before the due date of any payment of principal of (and
premium, if any) and interest, if any, on such Securities and any coupons
appertaining thereto, money in an amount, or (3) a combination thereof, in any
case, in an amount, sufficient, without consideration of any reinvestment of
such principal and interest, in the opinion of a nationally recognized firm of
independent public accountants expressed in a written certification thereof
delivered to the Trustee, to pay and discharge, and which shall be applied by
the Trustee (or other qualifying trustee) to pay and discharge, (i) the
principal of (and premium, if any) and interest, if any, on such Outstanding
Securities and any coupons appertaining thereto on the Stated Maturity of such
principal or installment of principal or interest and (ii) any mandatory
sinking fund payments or analogous payments applicable to such Outstanding
Securities and any coupons appertaining thereto on the day on which such
payments are due and payable in accordance with the terms of this Indenture and
of such Securities and any coupons appertaining thereto.


(b)           Such defeasance or covenant
defeasance shall not result in a breach or violation of, or constitute a
default under, this Indenture or any other material agreement or instrument to
which the Issuer is a party or by which it is bound.


(c)           No Event of Default or event which
with notice or lapse of time or both would become an Event of Default with
respect to such Securities and any coupons appertaining thereto shall have
occurred and be continuing on the date of such deposit or, insofar as Sections
501(6) and 501(7) are concerned, at any time during the period ending on the
91st day after the date of such deposit (it being understood that this condition
shall not be deemed satisfied until the expiration of such period).


(d)           In the case of an election under
Section 1402, the Issuer shall have delivered to the Trustee an Opinion of
Counsel stating that (i) the Issuer has received from, or there has been
published by, the Internal Revenue Service a ruling, or (ii) since the date of
execution of this Indenture, there has been a change in the applicable Federal
income tax law, in either case to the effect that, and based thereon such
opinion shall confirm that, the Holders of such Outstanding Securities and any
coupons appertaining thereto will not recognize income, gain or loss for
Federal income tax purposes as a result of such defeasance and will be subject
to Federal income tax on the same amounts, in the same manner and at the same
times as would have been the case if such defeasance had not occurred.


(e)           In the case of an election under
Section 1403, the Issuer shall have delivered to the 



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Trustee an Opinion of Counsel to the effect that the
Holders of such Outstanding Securities and any coupons appertaining thereto
will not recognize income, gain or loss for Federal income tax purposes as a
result of such covenant defeasance and will be subject to Federal income tax on
the same amounts, in the same manner and at the same times as would have been
the case if such covenant defeasance had not occurred.


(f)            The Issuer shall have delivered to
the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating
that all conditions precedent to the defeasance under Section 1402 or the
covenant defeasance under Section 1403 (as the case may be) have been complied
with and an Opinion of Counsel to the effect that either (i) as a result of a
deposit pursuant to subsection (a) above and the related exercise of the Issuer’s
option under Section 1402 or Section 1403 (as the case may be), registration is
not required under the Investment Company Act of 1940, as amended, by the
Issuer, with respect to the trust funds representing such deposit or by the
Trustee for such trust funds or (ii) all necessary registrations under said Act
have been effected.


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


SECTION
1405. Deposited Money and Government Obligations to be Held in Trust; Other
Miscellaneous Provisions. Subject to the provisions of the
last paragraph of Section 1003, all money and Government Obligations (or other
property as may be provided pursuant to Section 301) (including the proceeds
thereof) deposited with the Trustee (or other qualifying trustee, collectively
for purposes of this Section 1405, the “Trustee”) pursuant to Section 1404 in
respect of any Outstanding Securities of any series and any coupons
appertaining thereto shall be held in trust and applied by the Trustee, in
accordance with the provisions of such Securities and any coupons appertaining
thereto and this Indenture, to the payment, either directly or through any
Paying Agent (including the Issuer acting as its own Paying Agent) as the
Trustee may determine, to the Holders of such Securities and any coupons appertaining
thereto of all sums due and to become due thereon in respect of principal (and
premium, if any) and interest and Additional Amounts, if any, but such money
need not be segregated from other funds except to the extent required by law.


Unless otherwise
specified with respect to any Security pursuant to Section 301, if, after a
deposit referred to in Section 1404(a) has been made, (a) the Holder of a
Security in respect of which such deposit was made is entitled to, and does,
elect pursuant to Section 301 or the terms of such Security to receive payment
in a currency or currency unit other than that in which the deposit pursuant to
Section 1404(a) has been made in respect of such Security, or (b) a Conversion
Event occurs in respect of the currency or currency unit in which the deposit
pursuant to Section 1404(a) has been made, the indebtedness represented by such
Security and any coupons appertaining thereto shall be deemed to have been, and
will be, fully discharged and satisfied through the payment of the principal of
(and premium, if any), and interest, if any, on such Security as the same
becomes due out of the proceeds yielded by converting (from time to time as
specified below in the case of any such election) the amount or other property
deposited in respect of such Security into the currency or currency unit in
which such Security becomes payable as a result of such election or Conversion
Event based on the applicable market exchange rate for such currency or
currency unit in effect on the second Business Day prior to each payment date,
except, with respect to a Conversion Event, for such currency or currency unit
in effect (as nearly as 



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feasible) at the time of the Conversion Event.


The Issuer shall pay and
indemnify the Trustee against any tax, fee or other charge imposed on or
assessed against the Government Obligations deposited pursuant to Section 1404
or the principal and interest received in respect thereof other than any such
tax, fee or other charge which by law is for the account of the Holders of such
Outstanding Securities and any coupons appertaining thereto.


Anything in this Article
to the contrary notwithstanding, subject to Section 606, the Trustee shall
deliver or pay to the Issuer from time to time upon Issuer Request any money or
Government Obligations (or other property and any proceeds therefrom) held by
it as provided in Section 1404 which, in the opinion of a nationally recognized
firm of independent public accountants expressed in a written certification
thereof delivered to the Trustee, are in excess of the amount thereof which
would then be required to be deposited to effect a defeasance or covenant
defeasance, as applicable, in accordance with this Article.


ARTICLE
FIFTEEN

Meetings of Holders of Securities


SECTION
1501. Purposes for Which Meetings May be Called. A meeting of
Holders of Securities of any series may be called at any time and from time to
time pursuant to this Article to make, give or take any request, demand,
authorization, direction, notice, consent, waiver or other action provided by
this Indenture to be made, given or taken by Holders of Securities of such
series.


SECTION
1502. Call, Notice and Place of Meetings. (a) The Trustee may
at any time call a meeting of Holders of Securities of any series for any purpose
specified in Section 1501, to be held at such time and at such place in the
Borough of Manhattan, New York City, or in London as the Trustee shall
determine. Notice of every meeting of Holders of Securities of any series,
setting forth the time and the place of such meeting and in general terms the
action proposed to be taken at such meeting, shall be given, in the manner
provided in Section 106, not less than 21 nor more than 180 days prior to the
date fixed for the meeting.


(b)           In case at any time the Issuer,
pursuant to a Board Resolution, or the Holders of at least 10% in principal
amount of the Outstanding Securities of any series shall have requested the
Trustee to call a meeting of the Holders of Securities of such series for any
purpose specified in Section 1501, by written request setting forth in
reasonable detail the action proposed to be taken at the meeting, and the
Trustee shall not have made the first publication of the notice of such meeting
within 21 days after receipt of such request or shall not thereafter proceed to
cause the meeting to be held as provided herein, then the Issuer or the Holders
of Securities of such series in the amount above specified, as the case may be,
may determine the time and the place in the Borough of Manhattan, New York
City, or in London for such meeting and may call such meeting for such purposes
by giving notice thereof as provided in subsection (a) of this Section.


SECTION
1503. Persons Entitled to Vote at Meetings. To be entitled to
vote at any meeting of Holders of Securities of any series, a Person shall be
(1) a Holder of one or more Outstanding Securities of such series, or (2) a
Person appointed by an instrument in writing as



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proxy for a Holder or Holders of one or more
Outstanding Securities of such series by such Holder or Holders. The only
Persons who shall be entitled to be present or to speak at any meeting of
Holders of Securities of any series shall be the Persons entitled to vote at
such meeting and their counsel, any representatives of the Trustee and its
counsel and any representatives of the Issuer and its counsel.


SECTION
1504. Quorum; Action. The Persons entitled to vote a majority
in principal amount of the Outstanding Securities of a series shall constitute
a quorum for a meeting of Holders of Securities of such series; provided, however, that if any action is
to be taken at such meeting with respect to a consent or waiver which this
Indenture expressly provides may be given by the Holders of not less than a
specified percentage in principal amount of the Outstanding Securities of a
series, the Persons entitled to vote such specified percentage in principal
amount of the Outstanding Securities of such series shall constitute a quorum.
In the absence of a quorum within 30 minutes after the time appointed for any
such meeting, the meeting shall, if convened at the request of Holders of
Securities of such series, be dissolved. In any other case the meeting may be
adjourned for a period of not less than 10 days as determined by the chairman of
the meeting prior to the adjournment of such meeting. In the absence of a
quorum at the reconvening of any such adjourned meeting, such adjourned meeting
may be further adjourned for a period of not less than 10 days as determined by
the chairman of the meeting prior to the adjournment of such adjourned meeting.
Notice of the reconvening of any adjourned meeting shall be given as provided
in Section 1502(a), except that such notice need be given only once not less
than five days prior to the date on which the meeting is scheduled to be
reconvened. Notice of the reconvening of any adjourned meeting shall state
expressly the percentage, as provided above, of the principal amount of the
Outstanding Securities of such series which shall constitute a quorum.


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


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


Notwithstanding the foregoing
provisions of this Section 1504, if any action is to be taken at a meeting of
Holders of Securities of any series with respect to any request, demand,
authorization, direction, notice, consent, waiver or other action that this
Indenture expressly provides may be made, given or taken by the Holders of a
specified percentage in principal amount of all Outstanding Securities affected
thereby, or of the Holders of such series and one or more additional series:



 68
 






 



 


(i)            there shall be no minimum quorum
requirement for such meeting; and


(ii)           the principal amount of the
Outstanding Securities of such series that vote in favor of such request,
demand, authorization, direction, notice, consent, waiver or other action shall
be taken into account in determining whether such request, demand,
authorization, direction, notice, consent, waiver or other action has been
made, given or taken under this Indenture.


SECTION
1505. Determination of Voting Rights; Conduct and Adjournment of Meetings.
(a) Notwithstanding any provisions of this Indenture, the Trustee may make such
reasonable regulations as it may deem advisable for any meeting of Holders of
Securities of a series in regard to proof of the holding of Securities of such
series and of the appointment of proxies and in regard to the appointment and
duties of inspectors of votes, the submission and examination of proxies,
certificates and other evidence of the right to vote, and such other matters
concerning the conduct of the meeting as it shall deem appropriate. Except as
otherwise permitted or required by any such regulations, the holding of
Securities shall be proved in the manner specified in Section 104 and the
appointment of any proxy shall be proved in the manner specified in Section 104
or by having the signature of the Person executing the proxy witnessed or
guaranteed by any trust company, bank or banker authorized by Section 104 to
certify to the holding of Bearer Securities. Such regulations may provide that
written instruments appointing proxies, regular on their face, may be presumed
valid and genuine without the proof specified in Section 104 or other proof.


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


(c)           At any meeting each Holder of a
Security of such series or proxy shall be entitled to one vote for each $1,000
principal amount of the Outstanding Securities of such series held or
represented by him; provided, however,
that no vote shall be cast or counted at any meeting in respect of any Security
challenged as not Outstanding and ruled by the chairman of the meeting to be
not Outstanding. The chairman of the meeting shall have no right to vote,
except as a Holder of a Security of such series or proxy.


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


SECTION
1506. Counting Votes and Recording Action of Meetings. The
vote upon any resolution submitted to any meeting of Holders of Securities of
any series shall be by written ballots on which shall be subscribed the signatures
of the Holders of Securities of such series or of their representatives by
proxy and the principal amounts and serial numbers of the Outstanding
Securities of such series held or represented by them. The permanent chairman
of the meeting shall appoint two inspectors of votes who shall count all votes
cast at the meeting for or against 



 69
 






 



 


any resolution and who shall make and file with the
secretary of the meeting their verified written reports in duplicate of all
votes cast at the meeting. A record, at least in duplicate, of the proceedings
of each meeting of Holders of Securities of any Series shall be prepared by the
secretary of the meeting and there shall be attached to said record the
original reports of the inspectors of votes on any vote by ballot taken thereat
and affidavits by one or more persons having knowledge of the fact, setting
forth a copy of the notice of the meeting and showing that said notice was
given as provided in Section 1502 and, if applicable, Section 1504. Each copy
shall be signed and verified by the affidavits of the permanent chairman and
secretary of the meeting and one such copy shall be delivered to the Issuer and
another to the Trustee to be preserved by the Trustee, the latter to have
attached thereto the ballots voted at the meeting. Any record so signed and
verified shall be conclusive evidence of the matters therein stated.


* * * *



 70
 






 



 


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


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


	
  

  	
   

  	
  DUKE REALTY LIMITED PARTNERSHIP

  
	
   

  	
   

  	
  By:

  	
  Duke Realty Corporation

  
	
   

  	
   

  	
   

  	
  as General
  Partner

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Matthew A. Cohoat

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  	
  Matthew A. Cohoat

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Executive Vice President &

  
	
   

  	
   

  	
   

  	
   

  	
  Chief Financial Officer

  
	
   

  	
   

  	
   

  
	
  Attest:

  	
  /s/ Howard L. Feinsand

  	
   

  	
   

  	
   

  
	
   

  	
  Name:

  	
  Howard L. Feinsand

  	
   

  	
   

  
	
   

  	
  Title:

  	
  Executive Vice President,

  	
   

  	
   

  
	
   

  	
  General Counsel
  & Corporate Secretary

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  J.P. MORGAN
  TRUST COMPANY,

  
	
   

  	
   

  	
  NATIONAL
  ASSOCIATION

  
	
   

  	
   

  	
  as Trustee

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Benita A. Vaughn

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  	
  Benita A. Vaughn

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Vice President

  
	
   

  	
   

  	
   

  
	
  Attest:

  	
  /s/ Christopher C. Holly

  	
   

  	
   

  	
   

  
	
   

  	
  Name:

  	
  Christopher C. Holly

  	
   

  	
   

  
	
   

  	
  Title:

  	
  Assistant Secretary

  	
   

  	
   

  
										



 



 71
 






 



 


	
  STATE OF INDIANA

  	
  )

  
	
   

  	
  ) ss:

  
	
  COUNTY OF HAMILTON

  	
  )

  



 


On the 28th day of July
2006, before me personally came Matthew A. Cohoat, to me known, who, being by
me duly sworn, did depose and say that he resides at Indianapolis, Indiana,
that he is Executive Vice President and Chief Financial Officer of DUKE REALTY
CORPORATION, the general partner of DUKE REALTY LIMITED PARTNERSHIP, one of the
parties described in and which executed the foregoing instrument, and that he
signed his name thereto by authority the Board of Trustees.


[Notarial Seal]


	
  

  	
   

  	
  /s/ Kristine L. Todd

  	
   

  
	
   

  	
   

  	
  Notary Public

  
	
   

  	
   

  	
  COMMISSION EXPIRES

  



 


	
  STATE OF ILLINOIS

  	
  )

  
	
   

  	
  ) ss:

  
	
  COUNTY OF DUPAGE

  	
  )

  



 


On the 28th day of July
2006, before me personally came Benita A. Vaughn, to me known, who, being by me
duly sworn, did depose and say that she resides at Matteson, Illionois, that
she is a Vice President of J.P. Morgan Trust Company, National Association, one
of the parties described in and which executed the foregoing instrument, and
that she signed her name thereto by authority of the Board of Directors.


[Notarial Seal]


	
  

  	
   

  	
  /s/ Steven M. Wagner

  	
   

  
	
   

  	
   

  	
  Notary Public

  
	
   

  	
   

  	
  COMMISSION EXPIRES 01/04/2010

  



 



 72














 


 


EXHIBIT
A


FORMS
OF CERTIFICATION









 



 


EXHIBIT
A-1


FORM OF
CERTIFICATE TO BE GIVEN BY PERSON ENTITLED


TO
RECEIVE BEARER SECURITY OR TO OBTAIN INTEREST


PAYABLE
PRIOR TO THE EXCHANGE DATE


CERTIFICATE


[Insert title or
sufficient description of Securities to be delivered]


This is to certify that,
as of the date hereof, and except as set forth below, the above-captioned
Securities held by you for our account (i) are owned by person(s) that are not
citizens or residents of the United States, domestic partnerships, domestic
corporations or any estate or trust the income of which is subject to United
States federal income taxation regardless of its source (“United States
person(s)”), (ii) are owned by United States person(s) that are (a) foreign
branches of United States financial institutions (financial institutions, as
defined in United States Treasury Regulations Section 2.165-12(c)(1)(v) are
herein referred to as “financial institutions”) purchasing for their own
account or for resale, or (b) United States person(s) who acquired the
Securities through foreign branches of United States financial institutions and
who hold the Securities through such United States financial institutions on
the date hereof (and in either case (a) or (b), each such United States financial
institution hereby agrees, on its own behalf or through its agent, that you may
advise Duke Realty Corporation or its agent that such financial institution
will comply with the requirements of Section 165(j)(3)(A), (B) or (C) of the
United States Internal Revenue Code of 1986, as amended, and the regulations
thereunder), or (iii) are owned by United States or foreign financial
institution(s) for purposes of resale during the restricted period (as defined
in United States Treasury Regulations Section 1.163-5(c)(2)(i)(D)(7)), and, in
addition, if the owner is a United States or foreign financial institution
described in clause (iii) above (whether or not also described in clause (i) or
(ii)), this is to further certify that such financial institution has not acquired
the Securities for purposes of resale directly or indirectly to a United States
person or to a person within the United States or its possessions.


As used herein, “United
States” means the United States of America (including the States and the District
of Columbia); and its “possessions” include Puerto Rico, the U.S. Virgin
Islands, Guam, American Samoa, Wake Island and the Northern Mariana Islands.


We undertake to advise
you promptly by tested telex on or prior to the date on which you intend to submit
your certification relating to the above-captioned Securities held by you for
our account in accordance with your Operating Procedures if any applicable
statement herein is not correct on such date, and in the absence of any such
notification it may be assumed that this certification applies as of such date.


This certificate excepts
and does not relate to U.S.$                           
of such interest in the above-captioned Securities in respect of which we are
not able to certify and as to which we understand an exchange for an interest
in a Permanent Global Security or an exchange for and delivery of definitive
Securities (or, if relevant, collection of any interest) cannot be made until
we do so certify.


We understand that this
certificate may be required in connection with certain tax legislation in the
United States. If administrative or legal proceedings are commenced or
threatened in connection with which this certificate is or would be relevant,
we irrevocably authorize you to produce this certificate or a copy thereof to
any interested party in such proceedings.









 



 


	
  Dated:
                                       ,
  19

  	
   

  	
   

  
	
  [To be dated no
  earlier than the 15th day prior

  	
   

  	
   

  
	
  to (i) the
  Exchange Date or (ii) the relevant

  	
   

  	
   

  
	
  Interest Payment
  Date occurring prior to the

  	
   

  	
   

  
	
  Exchange Date,
  as applicable]

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  [Name of Person Making Certification]

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (Authorized
  Signator)

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 









 



 


EXHIBIT
A-2


FORM OF
CERTIFICATE TO BE GIVEN BY EUROCLEAR


AND
CEDEL S.A. IN CONNECTION WITH THE EXCHANGE OF


A
PORTION OF A TEMPORARY GLOBAL SECURITY OR TO


OBTAIN
INTEREST PAYABLE PRIOR TO THE EXCHANGE DATE


CERTIFICATE


[Insert title or
sufficient description of Securities to be delivered]


This is to certify that,
based solely on written certifications that we have received in writing, by
tested telex or by electronic transmission from each of the persons appearing
in our records as persons entitled to a portion of the principal amount set
forth below (our “Member Organizations”) substantially in the form attached
hereto, as of the date hereof, [U.S.$]                             
principal amount of the above-captioned Securities (i) is owned by person(s)
that are not citizens or residents of the United States, domestic partnerships,
domestic corporations or any estate or trust the income of which is subject to
United States Federal income taxation regardless of its source (“United States
person(s)”), (ii) is owned by United States person(s) that are (a) foreign
branches of United States financial institutions (financial institutions, as
defined in U.S. Treasury Regulations Section 1.165-12(c)(1)(v) are herein
referred to as “financial institutions”) purchasing for their own account or
for resale, or (b) United States person(s) who acquired the Securities through
foreign branches of United States financial institutions and who hold the
Securities through such United States financial institutions on the date hereof
(and in either case (a) or (b), each such financial institution has agreed, on
its own behalf or through its agent, that we may advise Duke Realty Corporation
or its agent that such financial institution will comply with the requirements
of Section 165(j)(3)(A), (B) or (C) of the Internal Revenue Code of 1986, as
amended, and the regulations thereunder), or (iii) is owned by United States or
foreign financial institution(s) for purposes of resale during the restricted
period (as defined in United States Treasury Regulations Section
1.163-5(c)(2)(i)(D)(7)), and, to the further effect, that financial
institutions described in clause (iii) above (whether or not also described in
clause (i) or (ii)) have certified that they have not acquired the Securities
for purposes of resale directly or indirectly to a United States person or to a
person within the United States or its possessions.


As used herein, “United
States” means the United States of America (including the States and the
District of Columbia); and its “possessions” include Puerto Rico, the U.S.
Virgin Islands, Guam, American Samoa, Wake Island and the Northern Mariana
Islands.


We further certify that
(i) we are not making available herewith for exchange (or, if relevant,
collection of any interest) any portion of the temporary global Security
representing the above-captioned Securities excepted in the above-referenced
certificates of Member Organizations and (ii) as of the date hereof we have not
received any notification from any of our Member Organizations to the effect
that the statements made by such Member Organizations with respect to any
portion of the part submitted herewith for exchange (or, if relevant,
collection of any interest) are no longer true and cannot be relied upon as of
the date hereof.


We understand that this
certification is required in connection with certain tax legislation in the
United States. If administrative or legal proceedings are commenced or
threatened in connection with which this certificate is or would be relevant,
we irrevocably authorize you to produce this certificate or a copy thereof to any
interested party in such proceedings.









 



 


	
  Dated:
                        
  2

  	
   

  	
   

  
	
  [To be dated no
  earlier than the Exchange Date

  	
   

  	
   

  
	
  or the relevant
  Interest Payment Date occurring

  	
   

  	
   

  
	
  prior to the
  Exchange Date, as applicable]

  	
   

  	
   

  
	
   

  	
   

  	
  [Morgan Guaranty Trust Company of New York,

  
	
   

  	
   

  	
  Brussels Office,]

  
	
   

  	
   

  	
  as Operator of the Euroclear System [Cedel S.A.]

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By: