Exhibit 4.2


 


WEST
PHARMACEUTICAL SERVICES, INC.,


 


ISSUER,


 


TO


 


U.S. BANK NATIONAL
ASSOCIATION



TRUSTEE


 










 


INDENTURE


 






 


DATED AS OF [•], 2007



DEBT SECURITIES


 

















 


Reconciliation and Tie between

Trust Indenture Act of 1939 (the “Trust Indenture Act”) and Indenture


 


	
  Trust Indenture Act Section

  	
   

  	
  Indenture
  Section

  
	
   

  	
   

  	
   

  
	
  Section 310(a) (1)

  	
   

  	
  6.8

  
	
  (a) (2)

  	
   

  	
  6.8

  
	
  (b)

  	
   

  	
  6.9

  
	
  Section 312(a)

  	
   

  	
  7.1

  
	
  (b)

  	
   

  	
  7.2

  
	
  (c)

  	
   

  	
  7.2

  
	
  Section 313(a)

  	
   

  	
  7.3

  
	
  (b) (2)

  	
   

  	
  7.3

  
	
  (c)

  	
   

  	
  7.3

  
	
  (d)

  	
   

  	
  7.3

  
	
  Section 314(a)

  	
   

  	
  7.4

  
	
  (c) (1)

  	
   

  	
  1.2

  
	
  (c) (2)

  	
   

  	
  1.2

  
	
  (e)

  	
   

  	
  1.2

  
	
  (f)

  	
   

  	
  1.2

  
	
  Section 316(a) (last
  sentence)

  	
   

  	
  1.1

  
	
  (a)(1)(A)

  	
   

  	
  5.2,
  5.12

  
	
  (a)(1) (B)

  	
   

  	
  5.13

  
	
  (b)

  	
   

  	
  5.8

  
	
  Section 317(a) (1)

  	
   

  	
  5.3

  
	
  (a) (2)

  	
   

  	
  5.4

  
	
  (b)

  	
   

  	
  10.3

  
	
  Section 318(a)

  	
   

  	
  1.8

  



 






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


 


i

















 


TABLE OF CONTENTS


 


	
   

  	
   

  	
   

  	
  Page

  
	
   

  	
   

  	
   

  	
   

  
	
  Article 1
  DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

  	
   

  	
  1

  
	
  Section 1.1

  	
  Definitions

  	
   

  	
  1

  
	
  Section 1.2

  	
  Compliance
  Certificates and Opinions

  	
   

  	
  9

  
	
  Section 1.3

  	
  Form of
  Documents Delivered to Trustee

  	
   

  	
  10

  
	
  Section 1.4

  	
  Acts
  of Holders

  	
   

  	
  10

  
	
  Section 1.5

  	
  Notices,
  etc. to Trustee and Company

  	
   

  	
  12

  
	
  Section 1.6

  	
  Notice
  to Holders of Securities; Waiver

  	
   

  	
  12

  
	
  Section 1.7

  	
  Language
  of Notices

  	
   

  	
  13

  
	
  Section 1.8

  	
  Conflict
  with Trust Indenture Act

  	
   

  	
  13

  
	
  Section 1.9

  	
  Effect
  of Headings and Table of Contents

  	
   

  	
  13

  
	
  Section 1.10

  	
  Successors
  and Assigns

  	
   

  	
  13

  
	
  Section 1.11

  	
  Separability
  Clause

  	
   

  	
  13

  
	
  Section 1.12

  	
  Benefits
  of Indenture

  	
   

  	
  13

  
	
  Section 1.13

  	
  Governing
  Law

  	
   

  	
  13

  
	
  Section 1.14

  	
  Legal
  Holidays

  	
   

  	
  14

  
	
  Section 1.15

  	
  Counterparts

  	
   

  	
  14

  
	
  Section 1.16

  	
  Judgment
  Currency

  	
   

  	
  14

  
	
  Section 1.17

  	
  No
  Security Interest Created

  	
   

  	
  14

  
	
  Section 1.18

  	
  Limitation
  on Individual Liability

  	
   

  	
  15

  
	
   

  	
   

  	
   

  	
   

  
	
  Article 2
  SECURITIES FORMS

  	
   

  	
  15

  
	
  Section 2.1

  	
  Forms
  Generally

  	
   

  	
  15

  
	
  Section 2.2

  	
  Form of
  Trustee’s Certificate of Authentication

  	
   

  	
  15

  
	
  Section 2.3

  	
  Securities
  in Global Form

  	
   

  	
  16

  
	
   

  	
   

  	
   

  	
   

  
	
  Article 3
  THE SECURITIES

  	
   

  	
  17

  
	
  Section 3.1

  	
  Amount
  Unlimited; Issuable in Series

  	
   

  	
  17

  
	
  Section 3.2

  	
  Currency;
  Denominations

  	
   

  	
  20

  
	
  Section 3.3

  	
  Execution,
  Authentication, Delivery and Dating

  	
   

  	
  20

  
	
  Section 3.4

  	
  Temporary
  Securities

  	
   

  	
  22

  
	
  Section 3.5

  	
  Registration,
  Transfer and Exchange

  	
   

  	
  22

  
	
  Section 3.6

  	
  Mutilated,
  Destroyed, Lost and Stolen Securities

  	
   

  	
  24

  
	
  Section 3.7

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

  	
   

  	
  25

  
	
  Section 3.8

  	
  Persons
  Deemed Owners

  	
   

  	
  26

  
	
  Section 3.9

  	
  Cancellation

  	
   

  	
  27

  
	
  Section 3.10

  	
  Computation
  of Interest

  	
   

  	
  27

  
	
  Section 3.11

  	
  CUSIP
  Numbers

  	
   

  	
  27

  
	
   

  	
   

  	
   

  	
   

  
	
  Article 4
  SATISFACTION AND DISCHARGE OF INDENTURE

  	
   

  	
  27

  
	
  Section 4.1

  	
  Satisfaction
  and Discharge

  	
   

  	
  27

  
	
  Section 4.2

  	
  Defeasance
  and Covenant Defeasance

  	
   

  	
  29

  
	
  Section 4.3

  	
  Application
  of Trust Money

  	
   

  	
  32

  



 


ii

















 


	
  Article 5
  REMEDIES Section

  	
   

  	
  32

  
	
  Section 5.1

  	
  Events
  of Default

  	
   

  	
  32

  
	
  Section 5.2

  	
  Acceleration
  of Maturity; Rescission and Annulment

  	
   

  	
  34

  
	
  Section 5.3

  	
  Collection
  of Debt and Suits for Enforcement by Trustee

  	
   

  	
  35

  
	
  Section 5.4

  	
  Trustee
  May File Proofs of Claim

  	
   

  	
  36

  
	
  Section 5.5

  	
  Trustee
  May Enforce Claims without Possession of Securities

  	
   

  	
  36

  
	
  Section 5.6

  	
  Application
  of Money Collected

  	
   

  	
  37

  
	
  Section 5.7

  	
  Limitations
  on Suits

  	
   

  	
  37

  
	
  Section 5.8

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

  	
   

  	
  38

  
	
  Section 5.9

  	
  Restoration
  of Rights and Remedies

  	
   

  	
  38

  
	
  Section 5.10

  	
  Rights
  and Remedies Cumulative

  	
   

  	
  38

  
	
  Section 5.11

  	
  Delay
  or Omission Not Waiver

  	
   

  	
  38

  
	
  Section 5.12

  	
  Control
  by Holders of Securities

  	
   

  	
  39

  
	
  Section 5.13

  	
  Waiver
  of Past Defaults

  	
   

  	
  39

  
	
  Section 5.14

  	
  Waiver
  of Usury, Stay or Extension Laws

  	
   

  	
  39

  
	
  Section 5.15

  	
  Undertaking
  for Costs

  	
   

  	
  40

  
	
   

  	
   

  	
   

  	
   

  
	
  Article 6
  THE TRUSTEE

  	
   

  	
  40

  
	
  Section 6.1

  	
  Duties
  and Responsibilities of Trustee

  	
   

  	
  40

  
	
  Section 6.2

  	
  Certain
  Rights of Trustee

  	
   

  	
  41

  
	
  Section 6.3

  	
  Notice
  of Defaults

  	
   

  	
  43

  
	
  Section 6.4

  	
  Not
  Responsible for Recitals or Issuance of Securities

  	
   

  	
  43

  
	
  Section 6.5

  	
  May Hold
  Securities

  	
   

  	
  44

  
	
  Section 6.6

  	
  Money
  Held in Trust

  	
   

  	
  44

  
	
  Section 6.7

  	
  Compensation
  and Reimbursement

  	
   

  	
  44

  
	
  Section 6.8

  	
  Corporate
  Trustee Required; Eligibility

  	
   

  	
  45

  
	
  Section 6.9

  	
  Resignation
  and Removal; Appointment of Successor

  	
   

  	
  45

  
	
  Section 6.10

  	
  Acceptance
  of Appointment by Successor

  	
   

  	
  47

  
	
  Section 6.11

  	
  Merger,
  Conversion, Consolidation or Succession to Business

  	
   

  	
  48

  
	
  Section 6.12

  	
  Appointment
  of Authenticating Agent

  	
   

  	
  48

  
	
   

  	
   

  	
   

  	
   

  
	
  Article 7
  HOLDERS LISTS AND REPORTS BY TRUSTEE AND COMPANY

  	
   

  	
  50

  
	
  Section 7.1

  	
  Company
  to Furnish Trustee Names and Addresses of Holders

  	
   

  	
  50

  
	
  Section 7.2

  	
  Preservation
  of Information; Communications to Holders

  	
   

  	
  50

  
	
  Section 7.3

  	
  Reports
  by Trustee

  	
   

  	
  51

  
	
  Section 7.4

  	
  Reports
  by Company; Rule 144A Information

  	
   

  	
  51

  
	
   

  	
   

  	
   

  	
   

  
	
  Article 8
  CONSOLIDATION, MERGER AND SALES

  	
   

  	
  52

  
	
  Section 8.1

  	
  Company
  May Consolidate, etc., Only on Certain Terms

  	
   

  	
  52

  
	
  Section 8.2

  	
  Successor
  Person Substituted for Company

  	
   

  	
  53

  
	
   

  	
   

  	
   

  	
   

  
	
  Article 9
  SUPPLEMENTAL INDENTURES

  	
   

  	
  53

  
	
  Section 9.1

  	
  Supplemental
  Indentures without Consent of Holders

  	
   

  	
  53

  
	
  Section 9.2

  	
  Supplemental
  Indentures with Consent of Holders

  	
   

  	
  54

  
	
  Section 9.3

  	
  Execution
  of Supplemental Indentures

  	
   

  	
  55

  



 


iii

















 


	
  Section 9.4

  	
  Effect
  of Supplemental Indentures

  	
   

  	
  56

  
	
  Section 9.5

  	
  Reference
  in Securities to Supplemental Indentures

  	
   

  	
  56

  
	
  Section 9.6

  	
  Conformity
  with Trust Indenture Act

  	
   

  	
  56

  
	
  Section 9.7

  	
  Notice
  of Supplemental Indenture

  	
   

  	
  56

  
	
   

  	
   

  	
   

  	
   

  
	
  Article 10
  COVENANTS

  	
   

  	
  56

  
	
  Section 10.1

  	
  Payment
  of Principal, any Premium, Interest and Additional Amounts

  	
   

  	
  56

  
	
  Section 10.2

  	
  Maintenance
  of Office or Agency

  	
   

  	
  56

  
	
  Section 10.3

  	
  Money
  for Securities Payments to Be Held in Trust

  	
   

  	
  57

  
	
  Section 10.4

  	
  Additional
  Amounts

  	
   

  	
  58

  
	
  Section 10.5

  	
  Legal
  Existence

  	
   

  	
  59

  
	
  Section 10.6

  	
  Waiver
  of Certain Covenants

  	
   

  	
  59

  
	
  Section 10.7

  	
  Company
  Statement as to Compliance; Notice of Certain Defaults

  	
   

  	
  59

  
	
   

  	
   

  	
   

  	
   

  
	
  Article 11
  REDEMPTION OF SECURITIES

  	
   

  	
  60

  
	
  Section 11.1

  	
  Applicability
  of Article

  	
   

  	
  60

  
	
  Section 11.2

  	
  Election
  to Redeem; Notice to Trustee

  	
   

  	
  60

  
	
  Section 11.3

  	
  Selection
  by Trustee of Securities to be Redeemed

  	
   

  	
  60

  
	
  Section 11.4

  	
  Notice
  of Redemption

  	
   

  	
  61

  
	
  Section 11.5

  	
  Deposit
  of Redemption Price

  	
   

  	
  62

  
	
  Section 11.6

  	
  Securities
  Payable on Redemption Date

  	
   

  	
  62

  
	
  Section 11.7

  	
  Securities
  Redeemed in Part

  	
   

  	
  63

  
	
   

  	
   

  	
   

  	
   

  
	
  Article 12
  SINKING FUNDS

  	
   

  	
  63

  
	
  Section 12.1

  	
  Applicability
  of Article

  	
   

  	
  63

  
	
  Section 12.2

  	
  Satisfaction
  of Sinking Fund Payments with Securities

  	
   

  	
  63

  
	
  Section 12.3

  	
  Redemption
  of Securities for Sinking Fund

  	
   

  	
  64

  
	
   

  	
   

  	
   

  	
   

  
	
  Article 13
  REPAYMENT AT THE OPTION OF HOLDERS

  	
   

  	
  64

  
	
  Section 13.1

  	
  Applicability
  of Article

  	
   

  	
  64

  
	
   

  	
   

  	
   

  	
   

  
	
  Article 14
  SECURITIES IN FOREIGN CURRENCIES

  	
   

  	
  65

  
	
  Section 14.1

  	
  Applicability
  of Article

  	
   

  	
  65

  
	
   

  	
   

  	
   

  	
   

  
	
  Article 15
  MEETINGS OF HOLDERS OF SECURITIES

  	
   

  	
  65

  
	
  Section 15.1

  	
  Purposes
  for Which Meetings May Be Called

  	
   

  	
  65

  
	
  Section 15.2

  	
  Call,
  Notice and Place of Meetings

  	
   

  	
  65

  
	
  Section 15.3

  	
  Persons
  Entitled to Vote at Meetings

  	
   

  	
  66

  
	
  Section 15.4

  	
  Quorum;
  Action

  	
   

  	
  66

  
	
  Section 15.5

  	
  Determination
  of Voting Rights; Conduct and Adjournment of Meetings

  	
   

  	
  67

  
	
  Section 15.6

  	
  Counting
  Votes and Recording Action of Meetings

  	
   

  	
  67

  



 


iv

















 


INDENTURE, dated as of [•],
2007 (the “Indenture”), between West Pharmaceutical Services, Inc., a
corporation duly organized and existing under the laws of the Pennsylvania
(hereinafter called the “Company”), having its principal executive office
located at 101 Gordon Drive, PO Box 645, Lionville, Pennsylvania, and U.S. BANK NATIONAL ASSOCIATION, a national
banking association (hereinafter called the “Trustee”), having its Corporate
Trust Office located at Two Liberty Place, 505 16th Street, Suite 2000,
Philadelphia, Pennsylvania.


 


RECITALS


 


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


 


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


 


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


 


NOW, THEREFORE, THIS
INDENTURE WITNESSETH:


 


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


 


ARTICLE 1

DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION


 


Section 1.1                                      Definitions.


 


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


 


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


 


(2)           all other terms used
herein which are defined in the Trust Indenture Act, either directly or by
reference therein, have the meanings assigned to them therein;


 


(3)           all accounting terms
not otherwise defined herein have the meanings assigned to them in accordance
with generally accepted accounting principles in the United States of America
and, except as otherwise herein expressly provided, the terms “generally
accepted accounting principles” or “GAAP” with respect to any computation
required or permitted 


 

















 


hereunder shall mean such accounting
principles as are generally accepted in the United States of America at the
date or time of such computation;


 


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


 


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


 


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


 


“Act,” when used with
respect to any Holders, has the meaning specified in Section 1.4.


 


“Additional Amounts”
means any additional amounts which are required hereby or by any Security, under
circumstances specified herein or therein, to be paid by the Company in respect
of certain taxes, assessments or other governmental charges imposed on Holders
specified therein 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 the meanings
correlative to the foregoing.


 


“Authenticating Agent”
means any Person authorized by the Trustee pursuant to Section 6.12 to act
on behalf of the Trustee to authenticate Securities of one or more series.


 


“Authorized Officer”
means, when used with respect to the Company, the Chief Executive Officer, the
Chief Financial Officer, the Chairman of the Board of Directors, the President,
any Senior Vice President, any Vice President, the Treasurer, an Assistant
Treasurer, the Secretary or an Assistant Secretary.


 


“Board of Directors”
means the board of directors of the Company or any committee of that board duly
authorized to act generally or in any particular respect for the Company.


 


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


 


“Business Day,” with
respect to any Place of Payment or other location, means, unless otherwise
specified with respect to any Securities pursuant to Section 3.1, any day
other than a Saturday, Sunday or other day on which banking institutions in
such Place of Payment or other location are authorized or obligated by law,
regulation or executive order to close.


 


“Clearstream” means
Clearstream Banking, societe anonyme, Luxembourg.


 


2

















 


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


 


“Company” means the
Person named as the “Company” in the first paragraph of this instrument until a
successor Person shall have become such pursuant to the applicable provisions
of this Indenture, and thereafter “Company” shall mean such successor Person, and
any other obligor upon the Securities.


 


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


 


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


 


“Corporate Trust Office”
means the corporate trust office of the Trustee at which at any particular time
its corporate trust business shall be administered, which office at the date of
original execution of this Indenture is located at Two Liberty Place, 505 16th
Street, Suite 2000, Philadelphia, PA 19102.


 


“Corporation” includes
corporations and limited liability companies and, except for purposes of Article 8,
associations, companies and business trusts.


 


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


 


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


 


“Debt” means the
principal of, premium, if any, and interest on, and all other obligations in
respect of (a) all indebtedness of such person for borrowed money
(including all indebtedness evidenced by notes, bonds, debentures or other
securities), (b) all obligations incurred by such person in the
acquisition (whether by way of purchase, merger, consolidation or otherwise and



 


3

















 


whether by such person or another person) of any
business, real property or other assets, (c) all reimbursement obligations
of such person with respect to letters of credit, bankers’ acceptances or
similar facilities issued for the account of such person, (d) all capital
lease obligations of such person, (e) all net obligations of such person
under interest rate swap, currency exchange or similar agreements of such
person, (f) all obligations and other liabilities, contingent or
otherwise, under any lease or related document, including a purchase agreement,
conditional sale or other title retention agreement, in connection with the
lease of real property or improvements thereon (or any person property included
as part of any such lease) which provides that such person is contractually
obligated to purchase or cause a third party to purchase the leased property or
pay an agreed-upon residual value of the leased property, including such person’s
obligations under such lease or related document to purchase or cause a third
party to purchase such leased property or pay an agreed-upon residual value of
the leased property to the lessor, (g) guarantees by such person of
indebtedness described in clauses (a) through (f) of another person,
and (h) all renewals, extension, refundings, deferrals, restructurings,
amendments and modifications of any indebtedness, obligation, guarantee or
liability of the kind described in clauses (a) through (g).


 


“Defaulted Interest” has
the meaning specified in Section 3.7.


 


“Depository” means, with
respect to any Security issuable or issued in the form of one or more global
Securities, the Person designated as Depository by the Company in or pursuant
to this Indenture, which Person must be, to the extent required by applicable
law or regulation, a clearing agency registered under the Securities Exchange
Act of 1934, as amended, and, if so provided with respect to any Security, any
successor to such Person.  If at any time
there is more than one such Person, “Depository” shall mean, with respect to
any Securities, the qualifying entity which has been appointed with respect to
such Securities.


 


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


 


“EC Treaty” means the
Treaty establishing the European Communities (signed in Rome on 25 March 1957),
as amended by the Treaty on European Union, as amended (signed in Maastricht on
7 February 1992).


 


“EMU” means European
Economic and Monetary Union.


 


“Euro” each means the
lawful currency of the member states of the European Union that adopt the
single currency in accordance with the EC Treaty.


 


“Euroclear” means
Euroclear Bank S.A./N.V., as operator of the Euroclear System.


 


“Event of Default” has
the meaning specified in Section 5.1.


 


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


 


4

















 


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


 


“Holder,” in the case of
any Security, means the Person in whose name such Security is registered in the
Security Register.


 


“Indenture” means this
instrument as it may from time to time be supplemented or amended by one or
more indentures supplemental hereto entered into pursuant to the applicable
provisions hereof and, with respect to any Security, by the terms and
provisions of such Security established pursuant to Section 3.1 (as such
terms and provisions may be amended pursuant to the applicable provisions
hereof).


 


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


 


“Interest,” with respect
to any Original Issue Discount Security which by its terms bears interest only
after Maturity, means interest payable after Maturity and, when used with
respect to a Security which provides for the payment of Additional Amounts
pursuant to Section 10.4, includes such Additional Amounts.


 


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


 


“Judgment Currency” has
the meaning specified in Section 1.16.


 


“Legal Holidays” has the
meaning specified in Section 1.14.


 


“Lien” means and includes
any mortgage, pledge, lien, security interest, conditional sale or other title
retention agreement or other similar encumbrance.


 


5

















 


“Maturity,” with respect
to any Security, means the date on which the principal of such Security or an
installment of principal becomes due and payable as provided in or pursuant to
this Indenture, whether at the Stated Maturity or by declaration of
acceleration, notice of redemption or repurchase, notice of option to elect
repayment or otherwise, and includes the Redemption Date.


 


“New York Banking Day”
has the meaning specified in Section 1.16.


 


“Office” or “Agency” with
respect to any Securities, means an office or agency of the Company maintained
or designated in a Place of Payment for such Securities pursuant to Section 10.2
or any other office or agency of the Company maintained or designated for such
Securities pursuant to Section 10.2 or, to the extent designated or
required by Section 10.2 in lieu of such office or agency, the Corporate
Trust Office of the Trustee.


 


“Officers’ Certificate”
means a certificate signed by the Chairman of the Board, the Chief Executive
Officer, the Chief Financial Officer, the President, a Senior Vice President or
a Vice President, and by the Treasurer, an Assistant Treasurer, the Secretary
or an Assistant Secretary of the Company, that complies with the requirements
of Section 314(e) of the Trust Indenture Act and is delivered to the
Trustee.


 


“Opinion of Counsel”
means a written opinion of counsel, who may be an employee of or counsel for
the Company or outside counsel to the Company who shall be reasonably
acceptable to the Trustee, that, if required by the Trust Indenture Act,
complies with the requirements of Section 314(e) of the Trust
Indenture Act.


 


“Original Issue Discount
Security” means a Security issued pursuant to this Indenture which provides for
declaration of an amount less than the principal face amount thereof to be due
and payable upon acceleration pursuant to Section 5.2.


 


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


 


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


 


(b)                                 any
such Security for whose payment at the Maturity thereof money in the necessary
amount has been theretofore deposited pursuant hereto (other than pursuant to Section 4.2
with the Trustee or any Paying Agent (other than the Company) in trust or set
aside and segregated in trust by the Company (if the Company shall act as its
own) for the Holders of such Securities, provided that, if such Securities are
to be redeemed, notice of such redemption has been duly given pursuant to this
Indenture or provision therefor satisfactory to the Trustee has been made;


 


(c)                                  any
such Security with respect to which the Company has effected defeasance
pursuant to the terms hereof, except to the extent provided in Section 4.2;
and


 


6

















 


(d)                                 any
such Security which has been paid pursuant to Section 3.6 or in exchange
for or in lieu of which other Securities have been authenticated and delivered
pursuant to this Indenture, unless there shall have been presented to the
Trustee proof satisfactory to it that such Security is held by a protected
purchaser in whose hands such Security is a valid obligation of the Company;


 


provided, however, that
in determining whether the Holders of the requisite principal amount of
Outstanding Securities have given any request, demand, authorization,
direction, notice, consent or waiver hereunder or are present at a meeting of
Holders of Securities for quorum purposes, (i) the principal amount of an
Original Issue Discount Security that may be counted in making such
determination and that shall be deemed to be Outstanding for such purposes
shall be equal to the amount of the principal thereof that pursuant to the
terms of such Original Issue Discount Security would be declared (or shall have
been declared to be) due and payable upon a declaration of acceleration thereof
pursuant to Section 5.2 at the time of such determination, and (ii) the
principal amount of any Indexed Security that may be counted in making such
determination and that shall be deemed Outstanding for such purposes shall be
equal to the principal face amount of such Indexed Security at original
issuance, unless otherwise provided in or pursuant to this Indenture, and (iii) the
principal amount of a Security denominated in a Foreign Currency shall be the
Dollar equivalent, determined on the date of original issuance of such
Security, of the principal amount (or, in the case of an Original Issue
Discount Security, the Dollar equivalent on the date of original issuance of
such Security of the amount determined as provided in (i) above) of such
Security, and (iv) Securities owned by the Company or any other obligor
upon the Securities or any Affiliate of the Company or such other obligor,
shall be disregarded and deemed not to be Outstanding, except that, in
determining whether the Trustee shall be protected in making any such
determination or relying upon any such request, demand, authorization,
direction, notice, consent or waiver, only Securities which a Responsible
Officer of the Trustee actually knows to be so owned shall be so disregarded.  Securities so owned which shall have been
pledged in good faith may be regarded as Outstanding if the pledgee establishes
to the satisfaction of the Trustee (A) the pledge’s right so to act with
respect to such Securities and (B) that the pledgee is not the Company or
any other obligor upon the Securities or an Affiliate of the Company or such
other obligor.


 


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


 


“Person” means any
individual, Corporation, limited liability company, partnership, association,
joint venture, trust, or any other entity or organization, including government
or political subdivision or an agency or instrumentality thereof.


 


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


 


“Predecessor Security” of
any particular Security means every previous Security evidencing all or a
portion of the same Debt as that evidenced by such particular Security; and, 


 


7

















 


for the purposes of this definition, any Security
authenticated and delivered under Section 3.6 in exchange for or in lieu
of a lost, destroyed, mutilated or stolen Security shall be deemed to evidence
the same Debt as the lost, destroyed, mutilated or stolen Security.


 


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


 


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


 


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


 


“Required Currency” has
the meaning specified in Section 1.16.


 


“Responsible Officer”
means with respect to the Trustee, any officer of the Trustee having direct responsibility
for the administration of this Indenture and also means, with respect to a
particular corporate trust matter, any other officer to whom such matter is
referred because of his or her knowledge of and familiarity with the particular
subject.


 


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


 


“Security Register” or “Security
Registrar” have the respective meanings specified in Section 3.5.


 


“Special Record Date” for
the payment of any Defaulted Interest on any Security means a date fixed by the
Company pursuant to Section 3.7.


 


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


 


“Subsidiary” of any
Person means any corporation, limited liability company or other business
entity of which more than 50% of the total voting power of the equity interests
entitled (without regard to the occurrence of any contingency) to vote in the
election of directors, managers or trustees thereof or any partnership of which
more than 50% of the partnership interests (considering all general and limited
partnership interests as a single class) is, in each 


 


8

















 


case, at the time owned or controlled, directly or
indirectly, by such Person, one or more of the Subsidiaries of such Person, or
combination thereof.


 


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


 


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


 


“United States,” except
as otherwise provided in or pursuant to this Indenture or any Security, means
the United States of America (including the states thereof and the District of
Columbia), its territories and possessions and other areas subject to its
jurisdiction.


 


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


 


“Vice President,” when
used with respect to the Company, means any vice president, whether or not
designated by a number or a word or words added before or after the title “Vice
President.”


 


Section 1.2                                      Compliance
Certificates and Opinions.


 


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


 


Every certificate or
opinion with respect to compliance with a condition or covenant provided for in
this Indenture shall include:


 


9

















 


(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 1.3                                      Form of
Documents Delivered to Trustee.


 


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


 


Any certificate or
opinion of an officer of the Company may be based, insofar as it relates to
legal matters, upon an Opinion of Counsel, provided that such officer, after
reasonable inquiry, has no reason to believe and does not believe that the
Opinion of Counsel with respect to the matters upon which his certificate or
opinion is based is erroneous.  Any such
Opinion of Counsel may be based, insofar as it relates to factual matters, upon
a certificate or opinion of, or representations by, an officer or officers of
the Company stating that the information with respect to such factual matters
is in the possession of the Company provided that such counsel, after
reasonable inquiry, has no reason to believe and does not believe that the
certificate or opinion or representations with respect to such matters are
erroneous.


 


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


 


Section 1.4                                      Acts of
Holders.


 


(1)           Any request, demand,
authorization, direction, notice, consent, waiver or other action provided by
or pursuant to this Indenture to be given or taken by Holders may be embodied
in and evidenced by one or more instruments of substantially similar tenor
signed by such Holders in person or by an agent duly appointed in writing.  Except as herein otherwise expressly
provided, such action shall become effective when such instrument or
instruments or record or both are delivered to the Trustee and, where it is
hereby expressly required, to the Company. 
Such instrument or instruments and any such record (and the action
embodied therein and evidenced thereby) are herein sometimes referred to as the
“Act” of the Holders signing such instrument or instruments or so voting at any
such meeting.  Proof of execution of any
such 


 


10

















 


instrument or of a writing appointing any
such agent, or of the holding by any Person of a Security, shall be sufficient
for any purpose of this Indenture and (subject to Section 315 of the Trust
Indenture Act) conclusive in favor of the Trustee and the Company and any agent
of the Trustee or the Company, if made in the manner provided in this Section.  The record of any meeting of Holders of
Securities shall be proved in the manner provided in Section 15.6.


 


Without limiting the
generality of this Section 1.4, unless otherwise provided in or pursuant
to this Indenture, a Holder, including a Depository that is a Holder of a
global Security, may make, give or take, by a proxy or proxies duly appointed
in writing, any request, demand, authorization, direction, notice, consent,
waiver or other Act provided in or pursuant to this Indenture to be made, given
or taken by Holders, and a Depository that is a Holder of a global Security may
provide its proxy or proxies to the beneficial owners of interests in any such
global Security through such Depository’s standing instructions and customary
practices.


 


The Company shall fix a
record date for the purpose of determining the Persons who are beneficial
owners of interest in any permanent global Security held by a Depository
entitled under the procedures of such Depository to make, give or take, by a
proxy or proxies duly appointed in writing, any request, demand, authorization,
direction, notice, consent, waiver or other Act provided in or pursuant to this
Indenture to be made, given or taken by Holders.  If such a record date is fixed, the Holders
on such record date or their duly appointed proxy or proxies, and only such
Persons, shall be entitled to make, give or take such request, demand,
authorization, direction, notice, consent, waiver or other Act, whether or not
such Holders remain Holders after such record date.  No such request, demand, authorization,
direction, notice, consent, waiver or other Act shall be valid or effective if
made, given or taken more than 90 days after such record date.


 


(2)           The fact and date of
the execution by any Person of any such instrument or writing referred to in
this Section 1.4 may be proved in any reasonable manner; and the Trustee
may in any instance reasonably require further proof with respect to any of the
matters referred to in this Section


 


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


 


(4)           If the Company shall
solicit from the Holders of any Securities any request, demand, authorization,
direction, notice, consent, waiver or other Act, the Company may at its option
(but is not obligated to), by Board Resolution fix in advance a record date for
the determination of Holders of Securities entitled to give such request,
demand, authorization, direction, notice, consent, waiver or other Act.  If such a record date is fixed, such request,
demand, authorization, direction, notice, consent, waiver or other Act may be
given before or after such record date, but only the Holders of Securities of
record at the close of business on such record date shall be deemed to be
Holders for the purpose of determining whether Holders of the requisite
proportion of Outstanding Securities have authorized or agreed or consented to
such request, demand, authorization, direction, notice, consent, waiver or other
Act, and for that purpose the Outstanding Securities shall be computed as of
such record date.


 


11

















 


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


 


Section 1.5                                      Notices, etc.
to Trustee and Company.


 


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


 


(1)           the Trustee by any
Holder or the Company shall be sufficient for every purpose hereunder if made,
given, furnished or filed in writing and delivered in person or mailed by
certified or registered mail, return receipt requested to or with the Trustee
at its Corporate Trust Office, or


 


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


 


Section 1.6                                      Notice to
Holders of Securities; Waiver.


 


Except as otherwise
expressly provided in or pursuant to this Indenture, where this Indenture
provides for notice to Holders of Securities of any event, such notice shall be
sufficiently given to Holders of Securities if in writing and mailed,
first-class postage prepaid, to each Holder of a Security affected by such
event, at his address as it appears in the Security Register, not later than
the latest date, and not earlier than the earliest date, prescribed for the
giving of such notice.


 


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


 


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 


 


12

















 


the equivalent of such notice.  Waivers of notice by Holders of Securities
shall be filed with the Trustee, but such filing shall not be a condition
precedent to the validity of any action taken in reliance upon such waiver.


 


Section 1.7                                      Language of
Notices.


 


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


 


Section 1.8                                      Conflict with
Trust Indenture Act.


 


If any provision hereof
limits, qualifies or conflicts with any duties under any required provision of
the Trust Indenture Act, such required provision shall control.


 


Section 1.9                                      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 1.10                                Successors and
Assigns.


 


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


 


Section 1.11                                Separability Clause.


 


In case any provision in
this Indenture or any Security 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 1.12                                Benefits of
Indenture.


 


Nothing in this Indenture
or any Security, 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 of Securities, any benefit
or any legal or equitable right, remedy or claim under this Indenture.


 


Section 1.13                                Governing Law.


 


This Indenture and the
Securities shall be governed by and construed in accordance with the laws of
the State of New York applicable to agreements made or instruments entered into
and, in each case, performed in said state.


 


13

















 


Section 1.14                                Legal Holidays.


 


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


 


Section 1.15                                Counterparts.


 


This Indenture may be
executed in several counterparts, each of which shall be an original and all of
which shall constitute but one and the same instrument.


 


Section 1.16                                Judgment Currency.


 


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


 


Section 1.17                                No Security Interest
Created.


 


Subject to the provisions
of Section 10.5, except as may otherwise be provided pursuant to Section 3.1
with respect to Securities of any series, nothing in this Indenture or in any
Securities, express or implied, shall be construed to constitute a security
interest under the 


 


14

















 


Uniform Commercial Code or similar legislation, as now
or hereafter enacted and in effect in any jurisdiction where property of the
Company is or may be located.


 


Section 1.18                                Limitation on
Individual Liability.


 


No recourse under or upon
any obligation, covenant or agreement contained in this Indenture or in any
Security, or for any claim based thereon or otherwise in respect thereof, shall
be had against any incorporator, shareholder, officer or director, employee or
controlling person of the Company as such, past, present or future, of the
Company, either directly or through the Company, whether by virtue of any
constitution, statute or rule of law, or by the enforcement of any
assessment or penalty or otherwise; it being expressly understood that this
Indenture and the obligations issued hereunder are solely corporate
obligations, and that no such personal liability whatever shall attach to, or
is or shall be incurred by, the incorporators, shareholders, officers or
directors, as such, of the Company, or any of them, because of the creation of
the indebtedness hereby authorized, or under or by reason of the obligations,
covenants or agreements contained in this Indenture or in any Security or
implied therefrom; and that any and all such personal liability of every name
and nature, either at common law or in equity or by constitution or statute,
of, and any and all such rights and claims against, every such incorporator,
shareholder, officer or director, as such, because of the creation of the
indebtedness hereby authorized, or under or by reason of the obligations,
covenants or agreements contained in this Indenture or in any Security or
implied therefrom, are hereby expressly waived and released as a condition of,
and as a consideration for, the execution of this Indenture and the issuance of
such Security.


 


ARTICLE 2

SECURITIES FORMS


 


Section 2.1                                      Forms
Generally.


 


Each Security issued
pursuant to this Indenture shall be in the form established by or pursuant to a
Board Resolution or in one or more indentures supplemental hereto, shall have
such appropriate insertions, omissions, substitutions and other variations as
are required or permitted by or pursuant to this Indenture or any indenture
supplemental hereto and may have such letters, numbers or other marks of
identification and such legends or endorsements placed thereon as may,
consistently herewith, be determined by the officers executing such Security as
evidenced by their execution of such Security.


 


Unless otherwise provided
in or pursuant to this Indenture or any Securities, the Securities shall be
issuable in registered form without coupons and shall not be issuable upon the
exercise of warrants.


 


Definitive Securities
shall be printed in any such manner as determined by the officers of the
Company executing such Securities, as evidenced by their execution of such
Securities.


 


Section 2.2                                      Form of
Trustee’s Certificate of Authentication.


 


Subject to Section 6.12,
the Trustee’s certificate of authentication shall be in substantially the
following form:


 


15

















 


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


 


	
   

  	
  U.S. BANK NATIONAL
  ASSOCIATION,

  
	
   

  	
  as Trustee

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Authorized Signatory

  



 


Section 2.3                                      Securities in
Global Form.


 


Unless otherwise provided
in or pursuant to this Indenture or any Securities, the Securities shall be
issuable in temporary or permanent global form. 
If Securities of a series shall be issuable in global form, any such
Security may provide that it or any number of such Securities shall represent
the aggregate amount of all Outstanding Securities of such series (or such
lesser amount as is permitted by the terms thereof) from time to time endorsed
thereon and may also provide that the aggregate amount of Outstanding
Securities represented thereby may from time to time be increased or reduced to
reflect exchanges.  Any endorsement of
any Security in global form to reflect the amount, or any increase or decrease
in the amount, or changes in the rights of Holders, of Outstanding Securities
represented thereby shall be made in such manner and by such Person or Persons
as shall be specified therein or in the Company Order to be delivered pursuant
to Section 3.3 or 3.4 with respect thereto.  Subject to the provisions of Section 3.3
and, if applicable, Section 3.4, the Trustee shall deliver and redeliver,
in each case at the Company’s expense, any Security in permanent global form in
the manner and upon instructions given by the Person or Persons specified
therein or in the applicable Company Order. 
If a Company Order pursuant to Section 3.3 or 3.4 has been, or
simultaneously is, delivered, any instructions by the Company with respect to a
Security in global form shall be in writing but need not be accompanied by or
contained in an Officers’ Certificate and need not be accompanied by an Opinion
of Counsel.


 


Notwithstanding the
provisions of Section 3.7, unless otherwise specified in or pursuant to
this Indenture or any Securities, payment of principal of, any premium and interest
on, and any Additional Amounts in respect of, any Security in temporary or
permanent global form shall be made to the Person or Persons specified therein.


 


Notwithstanding the
provisions of Section 3.8 and except as provided in the preceding paragraph,
the Company, the Trustee and any agent of the Company or the Trustee shall
treat as the Holder of such principal amount of Outstanding Securities
represented by a global Security (i) in the case of a global Security in
registered form, the Holder of such global Security in registered form, or (ii) in
the case of a global Security in bearer form, the Person or Persons specified
pursuant to Section 3.1.


 


16

















 


ARTICLE 3

THE SECURITIES


 


Section 3.1                                      Amount Unlimited;
Issuable in Series.


 


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


 


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


 


(1)           the title of such
Securities and the series in which such Securities shall be included;


 


(2)           any limit upon the
aggregate principal amount of the Securities of such title or the Securities of
such series which may be authenticated and delivered under this Indenture
(except for Securities authenticated and delivered upon registration of
transfer of, or in exchange for, or in lieu of, other Securities of such series
pursuant to Section 3.4, 3.5, 3.6, 9.5 or 11.7 or upon repayment in part
of any Security of such series pursuant to Article 13);


 


(3)           if any of such Securities
are to be issuable in global form, when any of such Securities are to be
issuable in global form and (i) whether such Securities are to be issued
in temporary or permanent global form or both, (ii) whether beneficial
owners of interests in any such global Security may exchange such interests for
Securities of the same series and of like tenor and of any authorized form and
denomination, and the circumstances under which any such exchanges may occur,
if other than in the manner specified in Section 3.5, and (iii) the
name of the Depository with respect to any such global Security;


 


(4)           the date as of which
any global Security shall be dated (if other than the date of original issuance
of the first of such Securities to be issued);


 


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


 


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


 


17

















 


(7)           the place or places
where the principal of, any premium and interest on or any Additional Amounts
with respect to such Securities shall be payable, any of such Securities that
are Securities may be surrendered for registration of transfer or exchange, any
of such Securities may be surrendered for conversion or exchange and notices or
demands to or upon the Company in respect of such Securities and this Indenture
may be served, the extent to which, or the manner in which, any interest
payment or Additional Amounts on a global Security on an Interest Payment Date,
will be paid and the manner in which any principal of or premium, if any, on
any global Security will be paid;


 


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


 


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


 


(10)         the denominations in
which any of such Securities shall be issuable if other than denominations of
$1,000 and any integral multiple thereof;


 


(11)         if other than the
principal amount thereof, the portion of the principal amount of any of such
Securities that shall be payable upon declaration of acceleration of the
Maturity thereof pursuant to Section 5.2 or the method by which such
portion is to be determined;


 


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


 


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


 


(14)         whether the amount of
payments of principal of, any premium or interest on or any Additional Amounts
with respect to such Securities may be determined with reference to an index,
formula or other method or methods (which index, formula or method or methods
may be 


 


18

















 


based, without limitation, on one or more
Currencies, commodities, equity securities, equity indices or other indices),
and, if so, the terms and conditions upon which and the manner in which such
amounts shall be determined and paid or payable;


 


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


 


(16)         whether either or
both of Section 4.2(2) relating to defeasance or Section 4.2(3) relating
to covenant defeasance shall not be applicable to the Securities of such series,
or any covenants in addition to those specified in Section 4.2(3) relating
to the Securities of such series which shall be subject to covenant of
defeasance, and any deletions from, or modifications or additions to, the
provisions of Article 4 in respect of the Securities of such series;


 


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


 


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


 


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


 


(20)         any transfer
restrictions applicable to the Securities of the series;


 


(21)         any provisions
regarding convertibility or exchangeability of the series;


 


(22)         whether such
Securities are senior or subordinated indebtedness, and any related provisions
(including, if applicable, the subordination provisions relating to the
Securities);


 


(23)         if such Securities
are secured indebtedness, the provisions relating thereto; and


 


(24)         any other terms of
such Securities and any other deletions from or modifications or additions to
this Indenture in respect of such Securities.


 


All Securities of any one
series shall be substantially identical except as may otherwise be provided by
the Company in or pursuant to the Board Resolution and set forth in the
Officers’ Certificate or in any indenture or indentures supplemental hereto
pertaining to such series of Securities. 
The terms of the Securities of any series may provide, without
limitation, that the Securities shall be authenticated and delivered by the
Trustee on original issue from time to time upon written order of persons
designated in the Officers’ Certificate or supplemental indenture and that such
persons are authorized to determine, consistent with such Officers’ Certificate
or any applicable supplemental indenture, such terms and conditions of the
Securities of such series as are specified in such Officers’ Certificate or
supplemental indenture.  All Securities
of any one 


 


19

















 


series need not be issued at the same time and, unless
otherwise so provided, a series may be reopened for issuances of additional
Securities of such series or to establish additional terms of such series of
Securities.


 


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


 


Section 3.2                                      Currency;
Denominations.


 


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


 


Section 3.3                                      Execution,
Authentication, Delivery and Dating.


 


Securities shall be
executed on behalf of the Company by any Authorized Officer.  The signature of any Authorized Officer on
the Securities may be manual or facsimile.


 


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


 


At any time and from time
to time after the execution and delivery of this Indenture, the Company may
deliver Securities executed by the Company to the Trustee for authentication
and, provided that the Board Resolution and Officers’ Certificate or
supplemental indenture or indentures with respect to such Securities referred
to in Section 3.1 and a Company Order for the authentication and delivery
of such Securities have been delivered to the Trustee, the Trustee in
accordance with the Company Order and subject to the provisions hereof and of
such Securities shall authenticate and deliver such Securities.  In authenticating such Securities, and
accepting the additional responsibilities under this Indenture in relation to
such Securities, the Trustee shall be entitled to receive, and (subject to
Sections 315(a) through 315(d) of the Trust Indenture Act) shall be
fully protected in relying upon,


 


(1)           an Opinion of
Counsel to the effect that:


 


(a)           all conditions precedent to the
authentication and delivery of such Securities have been complied with and that
such Securities, when completed by appropriate insertions, executed and
attested by duly authorized officers of the Company, delivered by duly
authorized officers of the Company to the Trustee for authentication pursuant
to this Indenture, and authenticated and delivered by the Trustee and issued by
the Company in the manner and subject to any conditions specified in such
Opinion of 


 


20

















 


Counsel, will constitute
legally valid and binding obligations of the Company, enforceable against the
Company in accordance with their terms, except as enforcement thereof may be
subject to or limited by bankruptcy, insolvency, reorganization, moratorium,
arrangement, fraudulent conveyance, fraudulent transfer or other similar laws
relating to or affecting creditors’ rights generally, and subject to general
principles of equity (regardless of whether enforcement is sought in a
proceeding in equity or at law) and will entitle the Holders thereof to the
benefits of this Indenture; such Opinion of Counsel need express no opinion as
to the availability of equitable remedies;


 


and, to the extent that
this Indenture is required to be qualified under the Trust Indenture Act in
connection with the issuance of such Securities, to the further effect that:


 


(b)           this Indenture has been qualified
under the Trust Indenture Act; and


 


(2)           an Officers’
Certificate stating that all conditions precedent to the execution,
authentication and delivery of such Securities have been complied with and
that, to the best knowledge of the Persons executing such certificate, no Event
of Default with respect to any of the Securities shall have occurred and be
continuing.


 


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


 


The Trustee shall not be
required to authenticate any Securities, nor will it be liable for its refusal
to authenticate any Securities, if the issue of such Securities will adversely affect
the Trustee’s own rights, duties or immunities under the Securities and this
Indenture or otherwise in a manner which is not reasonably acceptable to the
Trustee or if the Trustee, being advised by counsel, determines that such
action may not lawfully be taken or may expose the Trustee to personal
liability to existing Holders or others.


 


Each Security shall be
dated the date of its authentication.


 


No Security shall be
entitled to any benefit under this Indenture or be valid or obligatory for any
purpose, unless there appears on such Security a certificate of authentication
substantially in the form provided for in Section 2.2 or 6.12 executed by
or on behalf of the Trustee or by the Authenticating Agent by the manual
signature of one of its authorized officers. 
Such certificate upon any Security shall be conclusive evidence, and the
only evidence, that such Security has been duly authenticated and delivered
hereunder.


 


21














 


Section 3.4                                      Temporary
Securities.


 


Pending the preparation
of definitive Securities, the Company may execute and deliver to the Trustee
and, upon Company Order, the Trustee shall authenticate and deliver, in the
manner provided in Section 3.3, temporary Securities in lieu thereof which
are printed, lithographed, typewritten, mimeographed or otherwise produced, in
any authorized denomination, substantially of the tenor of the definitive
Securities in lieu of which they are issued, in registered form or, if authorized
in or pursuant to this Indenture, in bearer form with such appropriate
insertions, omissions, substitutions and other variations as the officers of
the Company executing such Securities may determine, as conclusively evidenced
by their execution of such Securities.  Such
temporary Securities may be in global form.


 


Except in the case of
temporary Securities in global form, which shall be exchanged in accordance
with the provisions thereof, if temporary Securities are issued, the Company
shall cause definitive Securities to be prepared without unreasonable delay.  After the preparation of definitive
Securities of the same series and containing terms and provisions that are
identical to those of any temporary Securities, such temporary Securities shall
be exchangeable for such definitive Securities upon surrender of such temporary
Securities at an Office or Agency for such Securities, without charge to any
Holder thereof.  Upon surrender for
cancellation of any one or more temporary Securities, the Company shall execute
and the Trustee shall authenticate and deliver in exchange therefor a like
principal amount of definitive Securities of authorized denominations of the
same series and containing identical terms and provisions.  Unless otherwise provided in or pursuant to
this Indenture with respect to a temporary global Security, until so exchanged
the temporary Securities of any series shall in all respects be entitled to the
same benefits under this Indenture as definitive Securities of such series.


 


Section 3.5                                      Registration,
Transfer and Exchange.


 


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


 


Upon surrender for
registration of transfer of any Security of any series at any Office or Agency
for such series, the Company shall execute, and the Trustee shall authenticate
and


 


22

















 


deliver, in the
name of the designated transferee or transferees, one or more new Securities of
the same series denominated as authorized in or pursuant to this Indenture, of
a like aggregate principal amount bearing a number not contemporaneously
outstanding and containing identical terms and provisions.


 


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


 


Except as otherwise
provided in or pursuant to this Indenture, any global Security in a series
shall be exchangeable for definitive Securities of such series only if (i) the
Depository is at any time unwilling, unable to continue as depository or if the
Depositary ceases to be eligible under this Indenture and a successor
depository is not appointed by the Company within 90 days of the date the
Company is so informed in writing, (ii) the Company executes and delivers
to the Trustee a Company Order to the effect that such global Security shall be
so exchangeable, or (iii) an Event of Default has occurred and is
continuing with respect to the Securities and the Holders of at least a
majority in principal amount of the Outstanding Securities of such series have
requested definitive Securities.  If the
beneficial owners of interests in a global Security are entitled to exchange
such interests for definitive Securities as the result of an event described in
clause (i), (ii) or (iii) of the preceding sentence, then without
unnecessary delay but in any event not later than the earliest date on which
such interests may be so exchanged, the Company shall deliver to the Trustee
definitive Securities in such form and denominations as are required by or pursuant to this Indenture, and of the same
series, containing identical terms and in aggregate principal amount equal to
the principal amount of such global Security, executed by the Company.  On or after the earliest date on which such
interests may be so exchanged, such global Security shall be surrendered from
time to time by the Depository as shall be specified in the Company Order with
respect thereto, and in accordance with instructions given to the Trustee and
the Depository, as the case may be (which instructions shall be in writing but
need not be contained in or accompanied by an Officers’ Certificate or be
accompanied by an Opinion of Counsel), as shall be specified in the Company
Order with respect thereto to the Trustee, as the Company’s agent for such
purpose, to be exchanged, in whole or in part, for definitive Securities as
described above without charge.  The
Trustee shall authenticate and make available for delivery, in exchange for
each portion of such surrendered global Security, a like aggregate principal
amount of definitive Securities of the same series of authorized denominations
and of like tenor as the portion of such global Security to be exchanged;
provided, however, that no such exchanges may occur during a period beginning
at the opening of business 15 days before any selection of Securities of the
same series to be redeemed and ending on the relevant Redemption Date.  Promptly following any such exchange in part,
such global Security shall be returned by the Trustee to such Depository, or
such other Depository referred to above in accordance with the instructions of
the Company referred to above.  If a
Security is issued in exchange for any portion of a global Security after the
close of business at the Office or Agency for such Security where such exchange
occurs on or after (i) any Regular Record Date for such Security and
before the opening of business at such Office or Agency on the next succeeding


 


23

















 


Interest Payment Date, or (ii) any Special Record Date for such
Security and before the opening of business at such Office or Agency on the
related proposed date for payment of interest or Defaulted Interest, as the
case may be, interest shall not be payable on such Interest Payment Date or
proposed date for payment, as the case may be, in respect of such Security, but
shall be payable on such Interest Payment Date or proposed date for payment, as
the case may be, only to the Person to whom interest in respect of such portion
of such global Security shall be payable in accordance with the provisions of
this Indenture.


 


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


 


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


 


No service charge shall
be made for any registration of transfer or exchange, or redemption of
Securities, but the Company may require payment of a sum sufficient to cover
any tax or other governmental charge and any other expenses (including fees and
expenses of the Trustee) that may be imposed in connection with any registration
of transfer or exchange of Securities, other than exchanges pursuant to Section 3.4,
9.5 or 11.7 not involving any transfer.


 


Except as otherwise
provided in or pursuant to this Indenture, the Company shall not be required (i) to
issue, register the transfer of or exchange any Securities during a period
beginning at the opening of business 15 days before the day of the selection
for redemption of Securities of like tenor and the same series under Section 11.3
and ending at the close of business on the day of such selection, or (ii) to
register the transfer of or exchange any Security so selected for redemption in
whole or in part, except in the case of any Security to be redeemed in part,
the portion thereof not to be redeemed, or (iii) to issue, register the
transfer of or exchange any Security which, in accordance with its terms, has
been surrendered for repayment at the option of the Holder, except the portion,
if any, of such Security not to be so repaid.


 


Section 3.6                                      Mutilated,
Destroyed, Lost and Stolen Securities.


 


If any mutilated Security
is surrendered to the Trustee, subject to the provisions of this Section 3.6,
the Company shall execute and the Trustee shall authenticate and deliver in
exchange therefor a new Security of the same series containing identical terms
and of like principal amount and bearing a number not contemporaneously
outstanding.


 


If there be delivered to
the Company and to the Trustee (i) evidence to their satisfaction of the
destruction, loss or theft of any Security, and (ii) such security or
indemnity as may be required by them to save each of them and any agent of
either of them harmless, then, in the absence of notice to the Company or the
Trustee of any adverse claim or that such Security has


 


24

















 


been acquired by a
protected purchaser, the Company shall execute and, upon the Company’s request
the Trustee shall authenticate and deliver, in exchange for or in lieu of any
such mutilated, destroyed, lost or stolen Security, a new Security of the same
series containing identical terms and of like principal amount and bearing a
number not contemporaneously outstanding.


 


Notwithstanding the
foregoing provisions of this Section 3.6, in case any mutilated,
destroyed, lost or stolen Security has become or is about to become due and
payable, the Company in its discretion may, instead of issuing a new Security,
pay such Security.


 


Upon the issuance of any
new Security under this Section 3.6, the Company may require the payment
of a sum sufficient to cover any tax or other governmental charge that may be
imposed in relation thereto and any other expenses (including the fees and
expenses of the Trustee) connected therewith.


 


Every new Security issued
pursuant to this Section 3.6 in lieu of any destroyed, lost or stolen
Security shall constitute a separate obligation of the Company, whether or not
the destroyed, lost or stolen Security shall be at any time enforceable by
anyone, and shall be entitled to all the benefits of this Indenture equally and
proportionately with any and all other Securities of such series duly issued
hereunder.


 


The provisions of this Section 3.6,
as amended or supplemented pursuant to this Indenture with respect to
particular Securities or generally, shall be 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.


 


Section 3.7                                      Payment
of Interest and Certain Additional Amounts; Rights to Interest and Certain
Additional Amounts Preserved.


 


Unless otherwise provided
in or pursuant to this Indenture, any interest on and any Additional Amounts
with respect to any Security which shall be payable, and are punctually paid or
duly provided for, on any Interest Payment Date shall be paid to the Person in
whose name such Security (or one or more Predecessor Securities) is registered
as of the close of business on the Regular Record Date for such interest.


 


Unless otherwise provided
in or pursuant to this Indenture, any interest on and any Additional Amounts
with respect to any Security which shall be payable, but shall not be
punctually paid or duly provided for, on any Interest Payment Date for such
Security (herein called “Defaulted Interest”) shall forthwith cease to be
payable to the Holder thereof on the relevant Regular Record Date by virtue of
having been such Holder; and such Defaulted Interest may be paid by the
Company, at its election in each case, as provided in clause (1) or (2) below:


 


(1)                                  The
Company may elect to make payment of any Defaulted Interest to the Person in
whose name such Security (or a Predecessor Security thereof) shall be
registered at the close of business on a Special Record Date for the payment of
such Defaulted Interest, which shall be fixed by the Company in the following
manner.  The Company shall notify the
Trustee in writing


 


25

















 


of the amount
of Defaulted Interest proposed to be paid on such Security, the Special Record
Date therefor and the date of the proposed payment, and at the same time the
Company shall deposit with the Trustee an amount of money equal to the
aggregate amount proposed to be paid in respect of such Defaulted Interest or
shall make arrangements satisfactory to the Trustee for such deposit on or
prior to the date of the proposed payment, such money when so deposited to be
held in trust for the benefit of the Person entitled to such Defaulted Interest
as in this Clause provided.  The Special
Record Date for the payment of such Defaulted Interest 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 notification to the Trustee of the proposed payment.  The Trustee shall, in the name and at the
expense of the Company, cause notice of the proposed payment of such Defaulted
Interest and the Special Record Date therefor to be mailed, first-class postage
prepaid, to the Holder of such Security (or a Predecessor Security thereof) at
his address as it appears in the Security Register not less than 10 days prior
to such Special Record Date.


 


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


 


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


 


Subject to the foregoing
provisions of this Section and Section 3.5, 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 3.8                                      Persons
Deemed Owners.


 


Prior to due presentment
of a Security for registration of transfer, the Company, the Trustee and any
agent of the Company or the Trustee may treat the Person in whose name such
Security is registered in the Security Register as the owner of such Security
for the purpose of receiving payment of principal of, any premium and (subject
to Section 3.5 and 3.7) interest on and any Additional Amounts with
respect to such Security and for all other purposes whatsoever, whether or not
any payment with respect to such Security shall be overdue, and none of the
Company, the Trustee or any agent of the Company, or the Trustee shall be
affected by notice to the contrary.


 


No Holder of any
beneficial interest in any global Security held on its behalf by a Depository
shall have any rights under this Indenture with respect to such global
Security, and such Depository may be treated by the Company, the Trustee, and
any agent of the Company or the Trustee as the owner of such global Security
for all purposes whatsoever.  None of the


 


26

















 


Company, the
Trustee, any Paying Agent or the Security Registrar will have any
responsibility or liability for any aspect of the records relating to or
payments made on account of beneficial ownership interests of a global Security
or for maintaining, supervising or reviewing any records relating to such
beneficial ownership interests.


 


Section 3.9                                      Cancellation.


 


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


 


Section 3.10                                Computation
of Interest.


 


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


 


Section 3.11                                CUSIP
Numbers.


 


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


 


ARTICLE 4

SATISFACTION AND DISCHARGE OF INDENTURE


 


Section 4.1                                      Satisfaction
and Discharge.


 


Upon the direction of the
Company by a Company Order, this Indenture shall cease to be of further effect
with respect to any series of Securities specified in such Company Order, and
the Trustee, on receipt of a Company Order, at the expense of the Company,
shall execute proper instruments acknowledging satisfaction and discharge of
this Indenture as to such series, when


 


(1)                                  either


 


27

















 


(a)                                  all
Securities of such series theretofore authenticated and delivered except lost,
stolen or destroyed debt securities of that series that have been replaced or
paid and debt securities of that series for whose payment money has been
deposited in trust and thereafter repaid to us have been delivered to the
Trustee for cancellation; or


 


(b)                                 all
Securities of such series thereto not theretofore delivered to the Trustee for
cancellation


 


(i)                                     have
become due and payable, or


 


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


 


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


 


and the Company, in the
case of (i), (ii) or (iii) above, has deposited or caused to be
deposited with the Trustee as trust funds in trust for such purpose, money in
the Currency in which such Securities are payable in an amount sufficient to
pay and discharge the entire indebtedness on such Securities not theretofore
delivered to the Trustee for cancellation, including the principal of, any
premium and interest on, and any Additional Amounts with respect to such
Securities, to the date of such deposit (in the case of Securities which have
become due and payable) or to the Maturity thereof, as the case may be;


 


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


 


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


 


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


 


Notwithstanding the
satisfaction and discharge of this Indenture with respect to any series of
Securities, the obligations of the Company to the Trustee under Section 6.7
and, if money shall have been deposited with the Trustee pursuant to clause (1)(b) of
this Section, the obligations of the Company and the Trustee with respect to
the Securities of such series under Sections 3.5, 3.6, 4.3, 10.2 and 10.3, with
respect to the payment of Additional Amounts, if any, with respect to such
Securities as contemplated by Section 10.4 (but only to the extent that
the Additional Amounts payable with respect to such Securities exceed the
amount deposited in respect of such Additional Amounts pursuant to Section 4.1(1)(b))
shall survive.


 


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Section 4.2                                      Defeasance
and Covenant Defeasance.


 


(1)                                  Unless
pursuant to Section 3.1, either or both of (i) defeasance of the
Securities of or within a series under Section 4.2(2) shall not be
applicable with respect to the Securities of such series or (ii) covenant
defeasance of the Securities of or within a series under Section 4.2(3) shall
not be applicable with respect to the Securities of such series, then such
provisions, together with the other provisions of this Section 4.2 (with
such modifications thereto as may be specified pursuant to Section 3.1
with respect to any Securities), shall be applicable to such Securities, and
the Company may at its option by Board Resolution, at any time, with respect to
such Securities, elect to have Section 4.2(2) or Section 4.2(3) be
applied to such Outstanding Securities upon compliance with the conditions set
forth below in this Section 4.2.


 


(2)                                  Upon
the Company’s exercise of the above option applicable to this Section 4.2(2) with
respect to any Securities of or within a series, the Company shall be deemed to
have been discharged from its obligations with respect to such Outstanding
Securities on the date the conditions set forth in Section 4.2(4) are
satisfied (hereinafter, “defeasance”).  For
this purpose, such defeasance means that the Company shall be deemed to have
paid and discharged the entire Debt represented by such Outstanding Securities,
which shall thereafter be deemed to be “Outstanding” only for the purposes of Section 4.2(5) and
the other Sections of this Indenture referred to in clauses (i) and (ii) below,
and to have satisfied all of its other obligations under such Securities, and
this Indenture insofar as such Securities are concerned (and the Trustee, at
the expense of the Company shall execute proper instruments acknowledging the
same), except for the following which shall survive until otherwise terminated
or discharged hereunder: (i) the rights of Holders of such Outstanding
Securities to receive, solely from the trust fund described in Section 4.2(4) and
as more fully set forth in such clause, payments in respect of the principal of
(and premium, if any) and interest, if any, on, and Additional Amounts, if any,
with respect to, such Securities when such payments are due, (ii) the
obligations of the Company and the Trustee with respect to such Securities
under Sections 3.5, 3.6, 6.7, 10.2 and 10.3 and with respect to the payment of
Additional Amounts, if any, on such Securities as contemplated by Section 10.4
(but only to the extent that the Additional Amounts payable with respect to
such Securities exceed the amount deposited in respect of such Additional
Amounts pursuant to Section 4.2(4)(a) below), (iii) the rights,
powers, trusts, duties and immunities of the Trustee hereunder and (iv) this
Section 4.2.  The Company may
exercise its option under this Section 4.2(2) notwithstanding the
prior exercise of its option under Section 4.2(3) with respect to
such Securities.


 


(3)                                  Upon
the Company’s exercise of the option to have this Section 4.2(3) apply
with respect to any Securities of or within a series, the Company shall be
released from its obligations under Section 10.5 and, to the extent
specified pursuant to any indenture supplement, any other covenant applicable
to such Securities, with respect to such Outstanding Securities on and after
the date the conditions set forth in clause (4) of this Section 4.2
are satisfied (hereinafter, “covenant defeasance”), and such Securities shall
thereafter be deemed to be not “Outstanding” for the purposes of any direction,
waiver, consent or declaration or Act of Holders (and the consequences of any
thereof) in connection with any such covenant, but shall continue to be deemed “Outstanding”
for all other purposes hereunder.  For
this purpose, such covenant defeasance means that, with respect to such
Outstanding Securities, the Company may omit to comply with, and shall have no
liability in respect of, any term, condition or limitation set forth


 


29

















 


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 5.1(4) or 5.1(7) or
otherwise, as the case may be, but, except as specified above, the remainder of
this Indenture and such Securities shall be unaffected thereby.


 


(4)                                  The
following shall be the conditions to application of Section 4.2(2) or
Section 4.2(3) to any Outstanding Securities of or within a series:


 


(a)                                  The
Company shall irrevocably have deposited or caused to be deposited with the
Trustee (or another trustee satisfying the requirements of Section 6.8 who
shall agree to comply with the provisions of this Section 4.2 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, (1) an amount in Dollars or in
such Foreign Currency in which such Securities are then specified as payable at
Stated Maturity, or (2) Government Obligations applicable to such
Securities (determined on the basis of the Currency in which such Securities
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,
money in an amount, or (3) a combination thereof, in any case, in an
amount, sufficient, without consideration of any reinvestment of such principal
and interest, in the opinion of a nationally recognized firm of independent
public accountants expressed in a written certification thereof delivered to
the Trustee, to pay and discharge, and which shall be applied by the Trustee
(or other qualifying trustee) to pay and discharge, (y) the principal of (and
premium, if any) and interest, if any, on such Outstanding Securities at the
Stated Maturity of such principal or installment of principal or premium or
interest and (z) any mandatory sinking fund payments or analogous payments
applicable to such Outstanding Securities on the days on which such payments
are due and payable in accordance with the terms of this Indenture and of such
Securities.


 


(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 Company 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 shall have occurred
and be continuing on the date of establishment of such trust and, with respect
to defeasance only, 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 clause (2) of this Section 4.2, the
Company shall have delivered to the Trustee an Opinion of Counsel stating that (i) the
Company has received from the Internal Revenue Service a letter ruling, or
there has


 


30

















 


been published by the Internal
Revenue Service a Revenue 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 will not recognize
income, gain or loss for Federal income tax purposes solely 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 clause (3) of this Section 4.2, the
Company shall have delivered to the Trustee an Opinion of Counsel to the effect
that the Holders of such Outstanding Securities 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
Company shall have delivered to the Trustee an Opinion of Counsel to the effect
that, after the 91st day after the date of establishment of such trust, all
money and Government Obligations (or other property as may be provided pursuant
to Section 3.1) (including the proceeds thereof) deposited or caused to be
deposited with the Trustee (or other qualifying trustee) pursuant to Section 4.2(4) to
be held in trust will not be subject to any case or proceeding (whether
voluntary or involuntary) in respect of the Company under any Federal or State
bankruptcy, insolvency, reorganization or other similar law, or any decree or
order for relief in respect of the Company issued in connection therewith.


 


(g)                                 The
Company shall have delivered to the Trustee an Officers’ Certificate and an
Opinion of Counsel, each stating that all conditions precedent to the
defeasance or covenant defeasance under Section 4.2(2) or Section 4.2(3) (as
the case may be) have been complied with.


 


(h)                                 Notwithstanding
any other provisions of this Section 4.2(4), such defeasance or covenant
defeasance shall be effected in compliance with any additional or substitute
terms, conditions or limitations which may be imposed on the Company in
connection therewith pursuant to Section 3.1.


 


(5)                                  Unless
otherwise specified in or pursuant to this Indenture or any Security, if, after
a deposit referred to in Section 4.2(4)(a) has been made, (a) the
Holder of a Security in respect of which such deposit was made is entitled to,
and does, elect pursuant to Section 3.1 or the terms of such Security to
receive payment in a Currency other than that in which the deposit pursuant to Section 4.2(4)(a) has
been made in respect of such Security, or (b) a Conversion Event occurs in
respect of the Foreign Currency in which the deposit pursuant to Section 4.2(4)(a) has
been made, the indebtedness represented by such Security shall be deemed to
have been, and will be, fully discharged and satisfied through the payment of
the principal of (and premium, if any), and interest, if any, on, and
Additional Amounts, if any, with respect to, such Security as the same becomes
due out of the proceeds yielded by converting (from time to time as specified
below in the case of any such election) the amount or other property deposited
in


 


31

















 


respect of
such Security into the Currency in which such Security becomes payable as a
result of such election or Conversion Event based on (x) in the case of
payments made pursuant to clause (a) above, the applicable market exchange
rate for such Currency in effect on the second Business Day prior to each
payment date, or (y) with respect to a Conversion Event, the applicable market
exchange rate for such Foreign Currency in effect (as nearly as feasible) at
the time of the Conversion Event.  The
Company shall pay and indemnify the Trustee (or other qualifying trustee,
collectively for purposes of Section 4.3, the “Trustee”) against any tax,
fee or other charge, imposed on or assessed against the Government Obligations
deposited pursuant to this Section 4.2 or the principal or interest
received in respect thereof other than any such tax, fee or other charge which
by law is for the account of the Holders of such Outstanding Securities.


 


Anything in this Section 4.2
to the contrary notwithstanding, the Trustee shall deliver or pay to the
Company from time to time upon Company Request, any money or Government
Obligations (or other property and any proceeds therefrom) held by it as
provided in clause (4) of this Section 4.2 which, in the opinion of a
nationally recognized firm of independent public accountants expressed in a
written certification thereof delivered to the Trustee, are in excess of the
amount thereof which would then be required to be deposited to effect a
defeasance or covenant defeasance, as applicable, in accordance with this Section 4.2.


 


Section 4.3                                      Application
of Trust Money.


 


Subject to the provisions
of the last paragraph of Section 10.3, all money and Government
Obligations (or other property as may be provided pursuant to Section 3.1)
(including the proceeds thereof) deposited with the Trustee pursuant to Section 4.1
or 4.2 in respect of any Outstanding Securities of any series shall be held in
trust and applied by the Trustee, in accordance with the provisions of such
Securities and this Indenture, to the payment, either directly or through any
Paying Agent (including the Company acting as its own Paying Agent) as the
Trustee may determine, to the Holders of such Securities 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 and Government Obligations need
not be segregated from other funds except to the extent required by law.


 


ARTICLE 5

REMEDIES SECTION 


 


Section 5.1                                      Events
of Default.


 


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


 


32

















 


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


 


(2)                                  default
in the payment of the principal of or any premium on any Security of such
series, or any Additional Amounts payable with respect thereto, when such
principal or premium becomes or such Additional Amounts become due and payable
at their Maturity;


 


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


 


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


 


(5)                                  the
entry by a court having competent jurisdiction of:


 


(a)                                  a
decree or order for relief in respect of the Company in an involuntary
proceeding under any applicable bankruptcy, insolvency, reorganization or other
similar law and such decree or order shall remain unstayed and in effect for a
period of 60 consecutive days;


 


(b)                                 a
decree or order adjudging the Company to be insolvent, or approving a petition
seeking reorganization, arrangement, adjustment or composition of the Company, and
such decree or order shall remain unstayed and in effect for a period of 60
consecutive days; or


 


(c)                                  a
final and non-appealable order appointing a custodian, receiver, liquidator,
assignee, trustee or other similar official of the Company, or of any
substantial part of the property of the Company, or ordering the winding up or
liquidation of the affairs of the Company.


 


(6)                                  the
commencement by the Company of a voluntary proceeding under any applicable
bankruptcy, insolvency, reorganization or other similar law or of a voluntary
proceeding seeking to be adjudicated insolvent or the consent by the Company to
the entry of a decree or order for relief in an involuntary proceeding under
any applicable bankruptcy, insolvency, reorganization or other similar law or
to the commencement of any insolvency proceedings against it, or the filing by
the Company of a petition or answer or consent seeking reorganization,
arrangement, adjustment or composition of the Company or relief under any


 


33

















 


applicable
law, or the consent by the Company to the filing of such petition or to the
appointment of or taking possession by a custodian, receiver, liquidator,
assignee, trustee or similar official of the Company or any substantial part of
the property of the Company, or the making by the Company of an assignment for
the benefit of creditors, or the taking of corporate action by the Company in
furtherance of any such action; or


 


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


 


Section 5.2                                      Acceleration
of Maturity; Rescission and Annulment.


 


If an Event of Default with
respect to Securities of any series at the time Outstanding (other than an
Event of Default with respect to the Company specified in Section 5.1(5) or
Section 5.1(6)) occurs and is continuing, then the Trustee or the Holders
of not less than 25% in principal amount of the Outstanding Securities of such
series may declare the principal of all the Securities of such series, or such
lesser amount as may be provided for in the Securities of such series, to be
due and payable immediately, by a notice in writing to the Company (and to the
Trustee if given by the Holders), and upon any such declaration such principal
or such lesser amount shall become immediately due and payable.


 


If an Event of Default
with respect to the Company specified in Section 5.1(5) or Section 5.1(6) occurs,
all unpaid principal of and accrued interest on the Outstanding Securities of
that series (or such lesser amount as may be provided for in the Securities of
such series) shall ipso facto become and be immediately due and payable without
any declaration or other act on the part of the Trustee or any Holder of any
Security of that series.


 


At any time after a
declaration of acceleration with respect to the 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 not less than a majority in principal amount of the Outstanding
Securities of such series, by written notice to the Company, and the Trustee,
may rescind and annul such declaration and its consequences if


 


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


 


(a)                                  all
overdue installments of any interest on and Additional Amounts with respect to
all Securities of such series,


 


(b)                                 the
principal of and any premium on any Securities of such series which have become
due otherwise than by such declaration of acceleration and interest thereon and
any Additional Amounts with respect thereto at the rate or rates borne by or provided
for in such Securities,


 


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


 


34

















 


(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
all other amounts due the Trustee under Section 6.7; and


 


(2)                                  all
Events of Default with respect to Securities of such series, other than the
non-payment of the principal of, any premium and interest on, and any
Additional Amounts with respect to Securities of such series which shall have
become due solely by such declaration of acceleration, shall have been cured or
waived as provided in Section 5.13.


 


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


 


Section 5.3                                      Collection
of Debt and Suits for Enforcement by Trustee. 


 


The Company covenants
that if


 


(1)                                  default
is made in the payment of any installment of interest on or any Additional
Amounts with respect to any Security when such interest or Additional Amounts
shall have become due and payable and such default continues for a period of 30
days, or


 


(2)                                  default
is made in the payment of the principal of or any premium on any Security or
any Additional Amounts with respect thereto at their Maturity, the Company
shall, upon demand of the Trustee, pay to the Trustee, for the benefit of the
Holders of such Securities, the whole amount of money then due and payable with
respect to such Securities, with interest upon the overdue principal, any
premium and, to the extent that payment of such interest shall be legally
enforceable, upon any overdue installments of interest and Additional Amounts
at the rate or rates borne by or provided for in such Securities, and, in
addition thereto, such further amount of money as shall be sufficient to cover
the costs and expenses of collection, including the reasonable compensation,
expenses, disbursements and advances of the Trustee, its agents and counsel and
all other amounts due to the Trustee under Section 6.7.


 


If the Company fails to
pay the money it is required to pay the Trustee pursuant to the preceding
paragraph forthwith upon the demand of the Trustee, the Trustee, in its own
name and as trustee of an express trust, may institute a judicial proceeding
for the collection of the money so due and unpaid, and may prosecute such
proceeding to judgment or final decree, and may enforce the same against the
Company or any other obligor upon such Securities and collect the monies
adjudged or decreed to be payable in the manner provided by law out of the
property of the Company or any other obligor upon such Securities, 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 by such appropriate judicial
proceedings as the Trustee shall deem most effectual to protect and enforce any
such rights, whether for the specific enforcement of any covenant or agreement
in this Indenture or such Securities or in aid of the exercise of any power
granted herein or therein, or to enforce any other proper remedy.


 


35

















 


Section 5.4                                      Trustee
May File Proofs of Claim.


 


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


 


(1)                                  to
file and prove a claim for the whole amount, or such lesser amount as may be
provided for in the Securities of any applicable series, of the principal and
any premium, interest and Additional Amounts 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 or counsel) and of the Holders of Securities allowed in
such judicial proceeding, and


 


(2)                                  to
collect and receive any monies or other property payable or deliverable on any
such claims and to distribute the same;


 


and any custodian,
receiver, assignee, trustee, liquidator, sequestrator or other similar official
in any such judicial proceeding is hereby authorized by each Holder of
Securities to make such payments to the Trustee and, in the event that the
Trustee shall consent to the making of such payments directly to the Holders of
Securities, to pay to the Trustee any amount due to it for the reasonable
compensation, expenses, disbursements and advances of the Trustee, its agents
and counsel and any other amounts due the Trustee under Section 6.7.


 


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 any plan of reorganization,
arrangement, adjustment or composition affecting the Securities or the rights
of any Holder thereof, or to authorize the Trustee to vote in respect of the
claim of any Holder of a Security in any such proceeding.


 


Section 5.5                                      Trustee
May Enforce Claims without Possession of Securities.


 


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


 


36

















 


Section 5.6                                      Application
of Money Collected.


 


Any money collected by
the Trustee pursuant to this Article shall, unless otherwise provided
pursuant to Section 3.1, be applied in the following order with respect to
the Securities of such series, at the date or dates fixed by the Trustee and,
in case of the distribution of such money on account of principal, or any
premium, interest or Additional Amounts, upon presentation of the Securities of
the applicable series 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 6.7;


 


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


 


THIRD: To the Company.


 


Section 5.7                                      Limitations
on Suits.


 


No Holder of any Security
of any series shall have any right to institute any proceeding, judicial or
otherwise, with respect to this Indenture, or for the appointment of a receiver
or trustee, or for any other remedy hereunder, unless


 


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


 


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


 


(3)                                  such
Holder or Holders have offered to the Trustee such indemnity as is 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


 


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


 


37

















 


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 or
any Security to affect, disturb or prejudice the rights of any other such
Holders or Holders of Securities of any other series, or to obtain or to seek
to obtain priority or preference over any other Holders or to enforce any right
under this Indenture, except in the manner herein provided and for the equal
and ratable benefit of all such Holders.


 


Section 5.8                                      Unconditional
Right of Holders to Receive Principal and any Premium, Interest and Additional
Amounts.


 


Notwithstanding any other
provision in this Indenture, the Holder of any Security shall have the right,
which is absolute and unconditional, to receive payment of the principal of,
any premium and (subject to Section 3.5 and Section 3.7) interest on,
and any Additional Amounts with respect to such Security, as the case may be,
on the respective Stated Maturity or Maturities therefor specified in such
Security (or, in the case of redemption, on the Redemption Date or, in the case
of repayment at the option of such Holder if provided in or pursuant to this
Indenture, on the date such repayment is due) and to institute suit for the
enforcement of any such payment, and such right shall not be impaired without
the consent of such Holder.


 


Section 5.9                                      Restoration
of Rights and Remedies.


 


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


 


Section 5.10                                Rights
and Remedies Cumulative.


 


Except as otherwise
provided with respect to the replacement or payment of mutilated, destroyed,
lost or stolen Securities in the last paragraph of Section 3.6, no right
or remedy herein conferred upon or reserved to the Trustee or to each and every
Holder of a Security is intended to be exclusive of any other right or remedy,
and every right and remedy, to the extent permitted by law, shall be cumulative
and in addition to every other right and remedy given hereunder or now or
hereafter existing at law or in equity or otherwise.  The assertion or employment of any right or remedy
hereunder, or otherwise, shall not, to the extent permitted by law, prevent the
concurrent assertion or employment of any other appropriate right or remedy.


 


Section 5.11                                Delay
or Omission Not Waiver.


 


No delay or omission of
the Trustee or of any Holder of any Security 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 any Holder of a Security may be 


 


38

















 


exercised from
time to time, and as often as may be deemed expedient, by the Trustee or by
such Holder, as the case may be.


 


Section 5.12                                Control
by Holders of Securities.


 


The Holders of 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 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 or with the Securities of such series,


 


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


 


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


 


Section 5.13                                Waiver
of Past Defaults.


 


Subject to Section 5.2,
the Holders of not less than a majority in principal amount of the Outstanding
Securities of any series on behalf of the Holders of all the Securities of such
series may waive any past default hereunder with respect to such series and its
consequences, except a default


 


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


 


(2)                                  in
respect of a covenant or provision hereof which under Article 9 cannot be
modified or amended without the consent of the Holder of each Outstanding
Security of such series affected.


 


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


 


Section 5.14                                Waiver
of Usury, Stay or Extension Laws.


 


The Company covenants that
(to the extent that it may lawfully do so) it will not at any time insist upon,
or plead, or in any manner whatsoever claim or take the benefit or advantage
of, any 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 Company expressly waives (to the extent that it may lawfully
do so) 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.


 


39

















 


Section 5.15                                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 5.15 shall
not apply to any suit instituted by the Trustee, to any suit instituted by any
Holder, or group of Holders, holding in the aggregate more than 10% in
principal amount of Outstanding Securities of any series, or to any suit
instituted by any Holder for the enforcement of the payment of the principal of
(or premium, if any) or interest, if any, on or Additional Amounts, if any,
with respect to any Security on or after the respective Stated Maturities
expressed in such Security (or, in the case of redemption, on or after the
Redemption Date, and, in the case of repayment, on or after the date for
repayment).


 


ARTICLE 6

THE TRUSTEE


 


Section 6.1                                      Duties
and Responsibilities of Trustee.


 


The Trustee, prior to the
occurrence of an Event of Default and after the curing of all Events of Default
which may have occurred, undertakes to perform such duties and only such duties
as are specifically set forth in this Indenture.  In case an Event of Default has occurred
(which has not been cured or waived), the Trustee shall exercise such of the
rights and powers vested in it by this Indenture, and use the same degree of
care and skill and their exercise, as a prudent person would exercise or use
under the circumstances in the conduct of such person’s own affairs.


 


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


 


(a)                                  prior
to the occurrence of an Event of Default and after the curing or waiving of all
Events of Default which may have occurred:


 


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


 


(ii)                                  in
the absence of bad faith and willful misconduct on the part of the Trustee, the
Trustee may conclusively rely as to the truth of the statements and the
correctness of the opinions expressed therein, upon any certificates or


 


40

















 


opinions furnished to the
Trustee and conforming to the requirements of this Indenture; but, in the case
of any such certificates or opinions which by any provisions hereof are
specifically required to be furnished to the Trustee under this Indenture, the
Trustee shall be under a duty to examine the same to determine whether or not
they conform to the requirements of this Indenture but need not confirm or
investigate the accuracy of mathematical calculations or other facts stated
therein;


 


(b)                                 whether
or not therein provided, every provision of this Indenture relating to the
conduct or affecting the liability of, or affording protection to, the Trustee
shall be subject to the provisions of this Section;


 


(c)                                  the
Trustee shall not be liable in respect of any payment (as to the correctness of
amount, entitlement to receive or any other matters relating to payment) or
notice effected by the Company or any Paying Agent or any records maintained by
any co-registrar with respect to the Securities;


 


(d)                                 if
any party fails to deliver a notice relating to an event the fact of which,
pursuant to this Indenture, requires notice to be sent to the Trustee, the Trustee
may conclusively rely on its failure to receive such notice as reason to act as
if no such event occurred; and


 


(e)                                  the
Trustee shall not be deemed to have knowledge of any Default or Event of
Default hereunder unless a Responsible Officer of the Trustee at the Corporate
Trust Office shall have been notified in writing of such Default or Event or
Default by the Company or the holders of at least 25% in aggregate principal
amount of the Securities.


 


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


 


Section 6.2                                      Certain
Rights of Trustee.


 


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


 


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


 


(2)                                  any
request or direction of the Company mentioned herein shall be sufficiently
evidenced by a Company Request or a Company Order (in each case, other than
delivery of any Security to the Trustee for authentication and delivery
pursuant to Section 3.3 which shall be


 


41

















 


sufficiently
evidenced as provided therein) and any resolution of the Board of Directors may
be sufficiently evidenced by a Board Resolution;


 


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


 


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


 


(5)                                  the
Trustee shall be under no obligation to exercise any of the rights or powers
vested in it by or pursuant to this Indenture at the request or direction of
any of the Holders of Securities of any series pursuant to this Indenture,
unless such Holders shall have offered to the Trustee such security or
indemnity as is reasonably satisfactory to it 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, coupon or other
paper or document, but the Trustee, in its discretion, may but shall not be
obligated to make such further inquiry or investigation into such facts or
matters as it may see fit, and, if the Trustee shall determine to make such
further inquiry or investigation, it shall be entitled to examine, during
business hours and upon reasonable notice, the books, records and premises of
the Company, personally or by agent or attorney;


 


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


 


(8)                                  the
Trustee shall not be liable for any action taken or error of judgment made in
good faith by a Responsible Officer or Responsible Officers of the Trustee,
unless it shall be proved that the Trustee was grossly negligent, acted in bad
faith or engaged in willful misconduct;


 


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


 


(10)                            the
Trustee shall not be liable with respect to any action taken, suffered or
omitted to be taken by it in good faith in accordance with an Act of the
Holders hereunder, and, to the extent not so provided herein, with respect to
any act requiring the Trustee to exercise its own discretion, relating to the
time, method and place of conducting any proceeding for any remedy


 


42

















 


available to
the Trustee, or exercising any trust or power conferred upon the Trustee, under
this Indenture or any Securities, unless it shall be proved that, in connection
with any such action taken, suffered or omitted or any such act, the Trustee
was grossly negligent, acted in bad faith or engaged in willful misconduct;


 


(11)                            Before
the Trustee acts or refrains from acting, it may require an Officers’
Certificate or an Opinion of Counsel. 
The Trustee shall not be liable for any action it takes or omits to take
in good faith in reliance on any such Officers’ Certificate or Opinion of
Counsel;


 


(12)                            The
Trustee may request that the Company deliver an Officers’ Certificate setting
forth the names of individuals and/or titles of officers authorized at such
time to take specified actions pursuant to this Indenture, which Officers’
Certificate may be signed by any person authorized to sign an Officers’
Certificate, including any Person specified as so authorized in any such
certificate previously delivered and not superseded;


 


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


 


(14)                            The
permissive rights of the Trustee enumerated herein shall not be construed as
duties.


 


Section 6.3                                      Notice
of Defaults.


 


Within 90 days after the
occurrence of any default hereunder with respect to the Securities of any
series, the Trustee shall transmit by mail to all Holders of Securities of such
series entitled to receive reports pursuant to Section 7.3(3), notice of
such default hereunder actually known to a Responsible Officer of the Trustee,
unless such default shall have been cured or waived; provided, however, that,
except in the case of a default in the payment of the principal of (or premium,
if any), or interest, if any, on, or Additional Amounts or any sinking fund or
purchase fund installment with respect to, any Security 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 best interest of the Holders of Securities
of such series; and provided, further, that in the case of any default of the
character specified in Section 5.1(4) with respect to Securities of
such series, no such notice to Holders shall be given until at least 30 days
after the occurrence of such default.  For
the purpose of this Section, the term “default” means any event which is, or
after notice or lapse of time or both would become, an Event of Default with
respect to Securities of such series.


 


Section 6.4                                      Not
Responsible for Recitals or Issuance of Securities.


 


The recitals contained
herein and in the Securities, except the Trustee’s certificate of
authentication, shall be taken as the statements of the Company and 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, except that


 


43

















 


the Trustee
represents that it is duly authorized to execute and deliver this Indenture,
authenticate the Securities and perform its obligations hereunder and that the
statements made by it in a Statement of Eligibility on Form T-1, if
necessary, supplied to the Company are true and accurate, subject to the
qualifications set forth therein.  Neither
the Trustee nor any Authenticating Agent shall be accountable for the use or
application by the Company of the Securities or the proceeds thereof.


 


Section 6.5                                      May Hold
Securities.


 


The Trustee, any
Authenticating Agent, any Paying Agent, any Security Registrar or any other
Person that may be an agent of the Trustee or the Company, in its individual or
any other capacity, may become the owner or pledgee of Securities and, subject
to Sections 310(b) and 311 of the Trust Indenture Act, may otherwise deal
with the Company with the same rights it would have if it were not the Trustee,
Authenticating Agent, Paying Agent, Security Registrar or such other Person.


 


Section 6.6                                      Money
Held in Trust.


 


Except as provided in Section 4.3
and Section 10.3, money held by the Trustee in trust hereunder need not be
segregated from other funds except to the extent required by law and shall be
held uninvested.  The Trustee shall be
under no liability for interest on any money received by it hereunder except as
otherwise agreed to in writing with the Company.


 


Section 6.7                                      Compensation
and Reimbursement. 


 


The Company agrees:


 


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


 


(2)                                  except
as otherwise expressly provided herein, to reimburse the Trustee upon its
request for all reasonable expenses, disbursements and advances incurred or
made by the Trustee in accordance with any provision of this Indenture or
arising out of or in connection with the acceptance or administration of the
trust or trusts hereunder (including the reasonable compensation and the
expenses and disbursements of its agents and counsel), except any such expense,
disbursement or advance as may be attributable to the Trustee’s gross
negligence or bad faith; and


 


(3)                                  to
indemnify the Trustee and its agents, officers, directors and employees for,
and to hold them harmless against, any loss, liability or expense incurred
without gross negligence or bad faith on their 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 themselves against any
claim or liability in connection with the exercise or performance of any of
their powers or duties hereunder, except to the extent that any such loss,
liability or expense was due to the Trustee’s gross negligence or bad faith.


 


44

















 


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


 


To the extent permitted
by law, any compensation or expense incurred by the Trustee after a default
specified in or pursuant to Section 5.1 is intended to constitute an
expense of administration under any then applicable bankruptcy or insolvency
law.  “Trustee” for purposes of this Section 6.7
shall include any predecessor Trustee but the negligence or bad faith of any
Trustee shall not affect the rights of any other Trustee under this Section 6.7.


 


The provisions of this Section 6.7
shall survive the satisfaction and discharge of this Indenture or the earlier
resignation or removal of the Trustee and shall apply with equal force and
effect to the Trustee in its capacity as Authenticating Agent, Paying Agent or
Security Registrar.


 


Section 6.8                                      Corporate
Trustee Required; Eligibility.


 


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


 


Section 6.9                                      Resignation
and Removal; Appointment of Successor.


 


(1)                                  No
resignation or removal of the Trustee and no appointment of a successor Trustee
pursuant to this Article shall become effective until the acceptance of
appointment by the successor Trustee pursuant to Section 6.10.


 


(2)                                  The
Trustee may resign at any time with respect to the Securities of one or more
series by giving written notice thereof to the Company.  If the instrument of acceptance by a
successor Trustee required by Section 6.10 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 with respect to such series.


 


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


 


(4)                                  If
at any time:


 


(a)                                  the
Trustee shall fail to comply with the obligations imposed upon it under Section 310(b) of
the Trust Indenture Act with respect to Securities of any series after


 


45

















 


written request therefor by the
Company or any Holder of a Security of such series who has been a bona fide
Holder of a Security of such series for at least six months, or


 


(b)                                 the
Trustee shall cease to be eligible under Section 6.8 and shall fail to
resign after written request therefor by the Company or any such Holder, or


 


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


 


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


 


(5)                                  If
the Trustee shall resign, be removed or become incapable of acting, or if a
vacancy shall occur in the office of Trustee for any cause, with respect to the
Securities of one or more series, the Company, by or pursuant to a Board
Resolution, shall promptly appoint a successor Trustee or Trustees with respect
to the Securities of such series (it being understood that any such successor
Trustee may be appointed with respect to the Securities of one or more or all
of such series and that at any time there shall be only one Trustee with
respect to the Securities of any particular series) and shall comply with the
applicable requirements of Section 6.10. 
If, within one year after such resignation, removal or incapacity, or
the occurrence of such vacancy, a successor Trustee with respect to the
Securities of any series shall be appointed by Act of the Holders of a majority
in principal amount of the Outstanding Securities of such series delivered to
the Company and the retiring Trustee, the successor Trustee so appointed shall,
forthwith upon its acceptance of such appointment in accordance with the
applicable requirements of Section 6.10, become the successor Trustee with
respect to the Securities of such series and to that extent supersede the
successor Trustee appointed by the Company. 
If no successor Trustee with respect to the Securities of any series
shall have been so appointed by the Company or the Holders of Securities and
accepted appointment in the manner required by Section 6.10, the Trustee
or any Holder of a Security who has been a bona fide Holder of a Security of
such series for at least six months may, on behalf of himself and all others
similarly situated, petition any court of competent jurisdiction for the
appointment of a successor Trustee with respect to the Securities of such
series.


 


(6)                                  The
Company shall give notice of each resignation and each removal of the Trustee
with respect to the Securities of any series and each appointment of a
successor Trustee with respect to the Securities of any series by mailing
written notice of such event by first-class mail, postage prepaid, to the
Holders of Securities, if any, of such series as their names and addresses
appear in the Security Register.  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.


 


46

















 


(7)                                  In
no event shall any retiring Trustee be liable for the acts or omissions of any
successor Trustee hereunder.


 


Section 6.10                                Acceptance
of Appointment by Successor.


 


(1)                                  Upon
the appointment hereunder of any successor Trustee with respect to all
Securities, such successor Trustee so appointed shall execute, acknowledge and
deliver to the Company and the retiring Trustee an instrument accepting such
appointment, and thereupon the resignation or removal of the retiring Trustee
shall become effective and such successor Trustee, without any further act,
deed or conveyance, shall become vested with all the rights, powers, trusts and
duties hereunder of the retiring Trustee; but, on the request of the Company or
such successor Trustee, such retiring Trustee, upon payment of its charges,
shall execute and deliver an instrument transferring to such successor Trustee
all the rights, powers and trusts of the retiring Trustee and, subject to Section 10.3,
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 6.7.


 


(2)                                  Upon
the appointment hereunder of any successor Trustee with respect to the
Securities of one or more (but not all) series, the Company, the retiring
Trustee and such successor Trustee shall execute and deliver an indenture
supplemental hereto wherein each successor Trustee shall accept such
appointment and which (1) shall contain such provisions as shall be
necessary or desirable to transfer and confirm to, and to vest in, such
successor Trustee all the rights, powers, trusts and duties of the retiring
Trustee with respect to the Securities of that or those series to which the
appointment of such successor Trustee relates, (2) if the retiring Trustee
is not retiring with respect to all Securities, shall contain such provisions
as shall be deemed necessary or desirable to confirm that all the rights,
powers, trusts and duties of the retiring Trustee with respect to the
Securities of that or those series as to which the retiring Trustee is not
retiring shall continue to be vested in the retiring Trustee, and (3) shall
add to or change any of the provisions of this Indenture as shall be necessary
to provide for or facilitate the administration of the trusts hereunder by more
than one Trustee, it being understood that nothing herein or in such
supplemental indenture shall constitute such Trustees co-trustees of the same
trust, that each such Trustee shall be trustee of a trust or trusts hereunder
separate and apart from any trust or trusts hereunder administered by any other
such Trustee and that no Trustee shall be responsible for any notice given to,
or received by, or any act or failure to act on the part of any other Trustee
hereunder, and, upon the execution and delivery of such supplemental indenture,
the resignation or removal of the retiring Trustee shall become effective to
the extent provided therein, such retiring Trustee shall have no further
responsibility for the exercise of rights and powers or for the performance of
the duties and obligations vested in the Trustee under this Indenture with
respect to the Securities of that or those series to which the appointment of
such successor Trustee relates other than as hereinafter expressly set forth,
and such successor Trustee, without any further act, deed or conveyance, shall
become vested with all the rights, powers, trusts and duties of the retiring
Trustee with respect to the Securities of that or those series to which the
appointment of such successor Trustee relates; but, on request of the Company
or such successor Trustee, such retiring Trustee, upon payment of its charges
with respect to the Securities of that or those series to which the appointment
of such successor Trustee relates and subject to Section 10.3 shall duly
assign, transfer and deliver to such


 


47

















 


successor
Trustee, to the extent contemplated by such supplemental indenture, the
property and money held by such retiring Trustee hereunder with respect to the
Securities of that or those series to which the appointment of such successor
Trustee relates, subject to its claim, if any, provided for in Section 6.7.


 


(3)                                  Upon
request of any Person appointed hereunder as a successor Trustee, the Company shall
execute any and all instruments for more fully and certainly vesting in and
confirming to such successor Trustee all such rights, powers and trusts
referred to in paragraph (1) or (2) of this Section, as the case may
be.


 


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


 


Section 6.11                                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, without the execution or filing of any
paper or any further act on the part of any of the parties hereto.  In case any Securities shall have been
authenticated but not delivered by the Trustee then in office, any successor by
merger, conversion or consolidation to such authenticating Trustee may adopt
such authentication and deliver the Securities so authenticated with the same
effect as if such successor Trustee had itself authenticated such Securities.


 


Section 6.12                                Appointment
of Authenticating Agent.


 


The Trustee may appoint
one or more Authenticating Agents acceptable to the Company with respect to one
or more series of Securities which shall be authorized to act on behalf of the
Trustee to authenticate Securities of that or those series issued upon original
issue, exchange, registration of transfer, partial redemption or partial
repayment or pursuant to Section 3.6, and Securities so authenticated
shall be entitled to the benefits of this Indenture and shall be valid and
obligatory for all purposes as if authenticated by the Trustee hereunder.  Wherever reference is made in this Indenture
to the authentication and delivery of Securities by the Trustee or the Trustee’s
certificate of authentication, such reference shall be deemed to include
authentication and delivery on behalf of the Trustee by an Authenticating Agent
and a certificate of authentication executed on behalf of the Trustee by an
Authenticating Agent.


 


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


 


48

















 


eligible in
accordance with the provisions of this Section, it shall resign immediately in
the manner and 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 all or substantially all of the corporate agency or
corporate trust business of an Authenticating Agent, shall be the successor of
such Authenticating Agent hereunder, provided such Corporation shall be
otherwise eligible under this Section, without the execution or filing of any
paper or any further act on the part of the Trustee or the Authenticating
Agent.


 


An Authenticating Agent
may resign at any time by giving written notice thereof to the Trustee and the
Company.  The Trustee may at any time
terminate the agency of an Authenticating Agent by giving written notice
thereof to such Authenticating Agent and the Company.  Upon receiving such a notice of resignation
or upon such a termination, or in case at any time such Authenticating Agent
shall cease to be eligible in accordance with the provisions of this Section,
the Trustee may appoint a successor Authenticating Agent which shall be
acceptable to the Company and shall mail written notice of such appointment by
first-class mail, postage prepaid, to all Holders of Securities, if any, of the
series with respect to which such Authenticating Agent shall serve, as their
names and addresses appear in the Security Register.  Any successor Authenticating Agent, upon
acceptance of its appointment hereunder, shall become vested with all the
rights, powers and duties of its predecessor hereunder, with like effect as if
originally named as an Authenticating Agent. 
No successor Authenticating Agent shall be appointed unless eligible
under the provisions of this Section.


 


The Company agrees to pay
each Authenticating Agent from time to time reasonable compensation for its
services under this Section.  If the
Trustee makes such payments, it shall be entitled to be reimbursed for such
payments, subject to the provisions of Section 6.7.


 


The provisions of Section 3.8,
6.4 and 6.5 shall be applicable to each Authenticating Agent.


 


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


 


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


 


	
   

  	
  U.S. BANK NATIONAL
  ASSOCIATION,

  
	
   

  	
  as Trustee

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  as Authenticating Agent

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Authorized Signatory

  



 


49

















 


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


 


ARTICLE 7

HOLDERS LISTS AND REPORTS BY TRUSTEE AND COMPANY


 


Section 7.1                                      Company
to Furnish Trustee Names and Addresses of Holders.


 


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


 


(1)                                  semiannually
with respect to Securities of each series not later than June 30 and December 31
of the year or upon such other dates as are set forth in or pursuant to the
Board Resolution or indenture supplemental hereto authorizing such series, a
list, in each case in such form as the Trustee may reasonably require, of the
names and addresses of Holders as of the applicable date, and


 


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


 


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


 


Section 7.2                                      Preservation
of Information; Communications to Holders.


 


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


 


Every Holder of
Securities, by receiving and holding the same, agrees with the Company and the
Trustee that neither the Company, the Trustee, any Paying Agent or any Security
Registrar shall be held accountable by reason of the disclosure of any such
information as to the names and addresses of the Holders of Securities in
accordance with Section 312(c) of the Trust Indenture Act, regardless
of the source from which such information was derived, and that the Trustee
shall not be held accountable by reason of mailing any material pursuant to a
request made under Section 312(b) of the Trust Indenture Act.


 


50














 


Section 7.3                                      Reports
by Trustee.


 


(1)                                  Within
60 days after May 15 of each year commencing with May 15, 2008 or
such later May 15 following the first issuance of Securities pursuant to Section 3.1,
if required by Section 313(a) of the Trust Indenture Act, the Trustee
shall transmit, pursuant to Section 313(c) of the Trust Indenture
Act, a brief report dated as of such May 15 with respect to any of the
events specified in said Section 313(a) which may have occurred since
the later of the immediately preceding May 15 and the date of this
Indenture.


 


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


 


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


 


Section 7.4                                      Reports
by Company; Rule 144A Information.


 


(1)                                  The
Company shall deliver to the Trustee, no later than the time such report is
required to be filed with the Commission pursuant to the Securities Exchange
Act of 1934, as amended, (including, without limitation, to the extent
applicable, any extension permitted by Rule 12b-25 under the Securities Exchange
Act of 1934, as amended), a copy of each report the Company is required to file
with the Commission pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934, as amended: provided, however, that
the Company shall not be required to deliver to the Trustee any material for
which the Company has sought and received confidential treatment from the Commission;
provided further, each such report will
be deemed to be so delivered to the Trustee if the Company files such report
with the Commission through the Commission’s EDGAR database no later than the
time such report is required to be filed with the Commission pursuant to the
Securities Exchange Act of 1934, as amended (including, without limitation, to
the extent applicable, any extension permitted by Rule 12b-25 under the Securities
Exchange Act of 1934, as amended).  In
the event the Company is at any time no longer subject to the reporting
requirements of Section 13 or Section 15(d) of the Securities Exchange
Act of 1934, as amended, the Company shall continue to provide to the Trustee
and, upon request, to any Holder, within the time period that the Company would
have been required to file such reports with the Commission (including, without
limitation, to the extent applicable, any extension permitted by Rule 12b-25
under the Securities Exchange Act of 1934, as amended), annual and quarterly
consolidated financial statements substantially equivalent to financial
statements that would have been included in reports filed with the Commission
if the Company were subject to the reporting requirements of Section 13 of
Section 15(d) of the Securities Exchange Act of 1934, as amended,
including, with respect to annual information only, a report thereon by the
Company’s certified independent public accountants as such would be required in
such reports filed with the Commission and, in each case, together with a
management’s discussion and analysis of financial condition and results of
operations which would be so required. 
The Company also shall comply with the other provisions of §314(a) of
the Trust Indenture Act.  Delivery of
such reports, information and documents to the Trustee is for informational
purposes only, and the Trustee’s receipt thereof shall not constitute
constructive notice of any information contained therein or determinable from
information


 


51

















 


contained therein, including the Company’s compliance with any of its
covenants hereunder (as to which the Trustee is entitled to rely exclusively on
Officers’ Certificates).


 


(2)                                  In
addition, in the event that the offer and sale of the Securities of any series
has not been registered under the Securities Act of 1933, as amended, in
reliance on Section 4(2) thereof, the Company agrees that, in order
to render such Securities eligible for resale pursuant to Rule 144A, while
any of such Securities remain outstanding and “restricted securities” (within
the meaning of Rule 144(a) (3) under the Securities Act of 1933,
as amended), the Company will make available, upon request, to any Holder or
owner of Securities or prospective purchasers of Securities the information
specified in Rule 144A(d)(4) with respect to the Company, unless such
information is furnished to the Commission pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934, as amended.


 


ARTICLE 8

CONSOLIDATION, MERGER AND SALES


 


Section 8.1                                      Company
May Consolidate, etc., Only on Certain Terms.


 


The Company shall not
consolidate with or merge into any other Person (whether or not affiliated with
the Company), or convey, transfer, lease or otherwise dispose of all or
substantially all of its property or assets to any other Person (whether or not
affiliated with the Company), and the Company shall not permit any other Person
(whether or not affiliated with the Company) to consolidate with or merge into
the Company or convey, transfer, lease or otherwise dispose of all or
substantially all of its property or assets to the Company, unless:


 


(1)                                  in
case the Company shall consolidate with or merge into another Person or convey,
transfer, lease or otherwise dispose of all or substantially all of its property
or assets to any Person, the Person formed by such consolidation or into which
the Company is merged or the Person which acquires by conveyance, transfer,
lease or otherwise, all or substantially all of, the property or assets of the
Company shall be a Corporation organized and existing under the laws of the
United States of America, any state thereof or the District of Columbia and
shall expressly assume, by an indenture (or indentures, if at such time there
is more than one Trustee) supplemental hereto, executed by the successor Person
and delivered to the Trustee, the due and punctual payment of the principal of,
any premium and interest on and any Additional Amounts with respect to all the
Securities and the performance of every obligation in this Indenture and the
Outstanding Securities on the part of the Company to be performed or observed;


 


(2)                                  immediately
after giving effect to such transaction and treating any indebtedness which
becomes an obligation of the Company or a Subsidiary as a result of such
transaction as having been incurred by the Company or such Subsidiary at the
time of such transaction, no Event of Default or event which, after notice or
lapse of time, or both, would become an Event of Default, shall have occurred
and be continuing; and


 


(3)                                  either
the Company or the successor Person shall have delivered to the Trustee an
Officers’ Certificate and an Opinion of Counsel, each stating that such
consolidation, merger, conveyance, transfer, lease or other disposition and, if
a supplemental indenture is required in


 


52

















 


connection
with such transaction, such supplemental indenture comply with this Article and
that all conditions precedent herein provided for relating to such transaction
have been complied with.


 


Section 8.2                                      Successor
Person Substituted for Company.


 


Upon any consolidation by
the Company with or merger of the Company into any other Person or any
conveyance, transfer, lease or other disposition of all or substantially all of
the property or assets of the Company to any Person in accordance with Section 8.1,
the successor Person formed by such consolidation or into which the Company is
merged or to which such conveyance, transfer, lease or other disposition is
made shall succeed to, and be substituted for, and may exercise every right and
power of, the Company under this Indenture with the same effect as if such
successor Person had been named as the Company herein; and thereafter, except
in the case of a lease, the predecessor Person shall be released from all
obligations and covenants under this Indenture and the Securities.


 


ARTICLE 9

SUPPLEMENTAL INDENTURES


 


Section 9.1                                      Supplemental
Indentures without Consent of Holders.


 


Without the consent of
any Holders of Securities, the Company (when authorized by or pursuant to a
Board Resolution) and the Trustee, at any time and from time to time, may enter
into one or more indentures supplemental hereto, for any of the following
purposes:


 


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


 


(2)                                  to
add to the covenants of the Company for the benefit of the Holders of all or
any series of Securities (as shall be specified in such supplemental indenture
or indentures) or to surrender any right or power herein conferred upon the
Company; or


 


(3)                                  to
change or eliminate any restrictions on the payment of principal of, any
premium or interest on or any Additional Amounts with respect to Securities,
provided any such action shall not adversely affect the interests of the
Holders of Outstanding Securities of any series in any material respect; or


 


(4)                                  to
establish the form or terms of Securities of any series as permitted by Section 2.1
and Section 3.1; or


 


(5)                                  to
evidence and provide for the acceptance of appointment hereunder by a successor
Trustee with respect to the Securities of one or more series and to add to or
change any of the provisions of this Indenture as shall be necessary to provide
for or facilitate the administration of the trusts hereunder by more than one
Trustee, pursuant to the requirements of Section 6.10; or


 


53

















 


(6)                                  to
cure any ambiguity or 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 adversely affect the rights of the Holders of
Securities of any series then Outstanding in any material respect; or


 


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


 


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


 


(9)                                  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 Article 4, provided that any such action shall not
adversely affect the interests of any Holder of an Outstanding Security of such
series or any other Outstanding Security in any material respect; or


 


(10)                            to
secure the Securities;


 


(11)                            to
comply with the requirements of the Securities and Exchange Commission in order
to effect or maintain the qualification of this Indenture under the TIA; or


 


(12)                            to
amend or supplement any provision contained herein or in any supplemental
indenture, provided that no such amendment or supplement shall materially
adversely affect the rights of the Holders of any Securities then Outstanding.


 


Section 9.2                                      Supplemental
Indentures with Consent of Holders.


 


With the consent of the
Holders of not less than a majority in principal amount of the Outstanding
Securities of each series affected by such supplemental indenture, by Act of
said Holders delivered to the Company and the Trustee, the Company (when
authorized by or pursuant to a Company’s 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 of such series under this Indenture or of the Securities
of such series; provided, however, that no such supplemental indenture, without
the consent of the Holder of each Outstanding Security affected thereby, shall


 


(1)                                  change
the Stated Maturity of the principal of, or any premium or installment of
interest on or any Additional Amounts with respect to, any Security, or reduce
the principal amount thereof or the rate (or modify the calculation of such
rate) of interest thereon or any Additional Amounts with respect thereto, or
any premium payable upon the redemption thereof or otherwise, or change the obligation
of the Company to pay Additional Amounts pursuant to Section 10.4 (except
as contemplated by Section 8.1(1) and permitted by Section 9.1(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 5.2 or the


 


54

















 


amount thereof
provable in bankruptcy pursuant to Section 5.4, change the redemption
provisions or adversely affect the right of repayment at the option of any
Holder as contemplated by Article 13, or change the Place of Payment,
Currency in which the principal of, any premium or interest on, or any
Additional Amounts with respect to any Security is payable, or impair the right
to institute suit for the enforcement of any such payment on or after the
Stated Maturity thereof (or, in the case of redemption, on or after the
Redemption Date or, in the case of repayment at the option of the Holder, on or
after the date for repayment), in each case, as provided herein, or, with
respect to any Security that pursuant to Section 3.1, is convertible or
exchangeable, adversely affects the right of any Holder to convert or exchange such
Security in accordance with the terms thereof, or


 


(2)                                  reduce
the percentage in principal amount of the Outstanding Securities of any series,
the consent of whose Holders is required for any such supplemental indenture,
or the consent of whose Holders is required for any waiver (of compliance with
certain provisions of this Indenture or certain defaults hereunder and their
consequences) provided for in this Indenture, or reduce the requirements of Section 15.4
for quorum or voting, or


 


(3)                                  modify
any of the provisions of this Section or Section 15.3, except to
increase any such percentage or to provide that certain other provisions of
this Indenture cannot be modified or waived without the consent of the Holder
of each Outstanding Security affected thereby.


 


A supplemental indenture
which changes or eliminates any covenant or other provision of this Indenture
which shall have been included expressly and 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.


 


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


 


Section 9.3                                      Execution
of Supplemental Indentures.


 


As a condition to
executing, or accepting the additional trusts created by, any supplemental
indenture permitted by this Article or the modifications thereby of the
trust created by this Indenture, the Trustee shall be provided, and (subject to
Section 315 of the Trust Indenture Act) shall be fully protected in
relying upon, an Opinion of Counsel and an Officers’ Certificate stating that
the execution of such supplemental indenture is authorized or permitted by this
Indenture and that all conditions precedent to the execution of such
supplemental indenture have been fulfilled. 
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.


 


55

















 


Section 9.4                                      Effect
of Supplemental Indentures.


 


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


 


Section 9.5                                      Reference
in Securities to Supplemental Indentures.


 


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


 


Section 9.6                                      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 9.7                                      Notice
of Supplemental Indenture.


 


Promptly after the
execution by the Company and the Trustee of any supplemental indenture pursuant
to Section 9.2, the Company shall transmit to the Holders of Outstanding
Securities of any series affected thereby a notice setting forth the substance
of such supplemental indenture.  Any
failure of the Company to mail such notice, or any defect therein, shall not,
however, in any way impair or affect the validity of any such supplemental
indenture.


 


ARTICLE 10

COVENANTS


 


Section 10.1                                Payment
of Principal, any Premium, Interest and Additional Amounts.


 


The Company covenants and
agrees for the benefit of the Holders of the Securities of each series that it
will duly and punctually pay the principal of, any premium and interest on and
any Additional Amounts with respect to the Securities of such series in
accordance with the terms thereof, any supplement hereto and this Indenture.


 


Section 10.2                                Maintenance
of Office or Agency.


 


The Company shall
maintain in each Place of Payment for any series of Securities an Office or
Agency where Securities of such series may be presented or surrendered for
payment, where Securities of such series may be surrendered for registration of
transfer or exchange, and where notices and demands to or upon the Company in
respect of the Securities of such series relating thereto and this Indenture
may be served.  The Company will give
prompt written notice


 


56

















 


to the Trustee of
the location, and any change in the location, of such Office or Agency.  If at any time the Company shall fail to
maintain any such required Office or Agency or shall fail to furnish the
Trustee with the address thereof, such presentations, surrenders, notices and
demands may be made or served at the Corporate Trust Office of the Trustee and
the Company appoints the Trustee as its agent to receive all such
presentations, surrenders, notices and demands.


 


The Company may also from
time to time designate one or more other Offices or Agencies where the
Securities of one or more series may be presented or surrendered for any or all
such purposes and may from time to time rescind such designations; provided,
however, that no such designation or rescission shall in any manner relieve the
Company of its obligation to maintain an Office or Agency in each Place of
Payment for Securities of any series for such purposes.  The Company shall give prompt written notice
to the Trustee of any such designation or rescission and of any change in the
location of any such other Office or Agency. 
Unless otherwise provided in or pursuant to this Indenture, the Company
hereby designates as the Place of Payment for each series of Securities the
State of Minnesota, City of St. Paul, and initially appoints the Corporate
Trust Office for such purpose.  The
Company may subsequently appoint a different Office or Agency in the United
States or any other Place of Payment for the Securities of any series.


 


Section 10.3                                Money
for Securities Payments to Be Held in Trust.


 


If the Company shall at
any time act as its own Paying Agent with respect to any series of Securities,
it shall, on or before each due date of the principal of, any premium or
interest on or Additional Amounts with respect to any of the Securities of such
series, segregate and hold in trust for the benefit of the Persons entitled
thereto a sum in the currency or currencies, 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 3.1 for the Securities
of such series) sufficient to pay the principal or any premium, interest or
Additional Amounts so becoming due until such sums shall be paid to such
Persons or otherwise disposed of as herein provided, and shall promptly notify
the Trustee of its action or failure so to act.


 


Whenever the Company
shall have one or more Paying Agents for any series of Securities, it shall, on
or prior to each due date of the principal of, any premium or interest on or
any Additional Amounts with respect to any Securities of such series, deposit
with any Paying Agent a sum (in the currency or currencies, currency unit or
units or composite currency or currencies described in the preceding paragraph)
sufficient to pay the principal or any premium, interest or Additional Amounts
so becoming due, such sum to be held in trust for the benefit of the Persons
entitled thereto, and (unless such Paying Agent is the Trustee) the Company
will promptly notify the Trustee of its action or failure so to act.


 


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


 


(1)                                  hold
all sums held by it for the payment of the principal of, any premium or
interest on or any Additional Amounts with respect to Securities of such series
in trust for the


 


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benefit of the
Persons entitled thereto until such sums shall be paid to such Persons or
otherwise disposed of as provided in or pursuant to this Indenture;


 


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


 


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


 


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


 


Except as otherwise
provided herein or pursuant hereto, any money deposited with the Trustee or any
Paying Agent, or then held by the Company, in trust for the payment of the
principal of, any premium or interest on or any Additional Amounts with respect
to any Security of any series and remaining unclaimed for two years after such
principal or any such premium or interest or any such Additional Amounts shall
have become due and payable shall be paid to the Company on Company Request, or
(if then held by the Company) shall be discharged from such trust; and the
Holder of such Security shall thereafter, as an unsecured general creditor,
look only to the Company for payment thereof, and all liability of the Trustee
or such Paying Agent with respect to such trust money, and all liability of the
Company as trustee thereof, shall thereupon cease.


 


Section 10.4                                Additional
Amounts.


 


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


 


Except as otherwise
provided in or pursuant to this Indenture or the Securities of the applicable
series, 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 such series of Securities (or if the Securities of such series shall not
bear interest prior to Maturity, the first day on which a


 


58

















 


payment of
principal is made), and at least 10 days prior to each date of payment of
principal or interest if there has been any change with respect to the matters
set forth in the below-mentioned Officers’ Certificate, the Company shall
furnish to the Trustee and the principal Paying Agent or Paying Agents, if
other than the Trustee, an Officers’ Certificate instructing the Trustee and
such Paying Agent or Paying Agents whether such payment of principal of and
premium, if any, or interest on the Securities of such series shall be made to
Holders of Securities of such series who are U.S. Aliens without withholding
for or on account of any tax, assessment or other governmental charge described
in the Securities of such 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, and the Company agrees to pay to the Trustee or
such Paying Agent the Additional Amounts required by the terms of such Securities.  The Company covenants to indemnify the
Trustee and any Paying Agent for, and to hold them harmless against, any loss,
liability or expense reasonably incurred without negligence or bad faith on
their part arising out of or in connection with actions taken or omitted by any
of them in reliance on any Officers’ Certificate furnished pursuant to this
Section.


 


Section 10.5                                Legal
Existence.


 


Subject to Article 8,
the Company shall do or cause to be done all things necessary to preserve and
keep in full force and effect its legal existence and that of each Subsidiary
and their respective rights (charter and statutory) and franchises; provided,
however, that the foregoing shall not obligate the Company or any Subsidiary to
preserve any such right or franchise if the Company shall determine that the
preservation thereof is no longer desirable in the conduct of its business or
the business of the Company or such Subsidiary and that the loss thereof is not
disadvantageous in any material respect to any Holder.


 


Section 10.6                                Waiver
of Certain Covenants.


 


The Company may omit in
any particular instance to comply with any term, provision or condition set
forth in Section 10.5 with respect to the Securities of any series if
before the time for such compliance the Holders of at least a majority in
principal amount of the Outstanding Securities of such series, by Act of such
Holders, either shall waive such compliance in such instance or generally shall
have waived compliance with such term, provision or condition, but no such
waiver shall extend to or affect such term, provision or condition except to
the extent so expressly waived, and, until such waiver shall become effective,
the obligations of the Company and the duties of the Trustee in respect of any
such term, provision or condition shall remain in full force and effect.


 


Section 10.7                                Company
Statement as to Compliance; Notice of Certain Defaults.


 


(1)                                  The
Company shall deliver to the Trustee, within 90 days after the end of each
fiscal year, a written statement (which need not be contained in or accompanied
by an Officers’ Certificate) signed by the principal executive officer, the
principal financial officer or the principal accounting officer of the Company,
stating that


 


59

















 


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


 


(b)                                 to
the best of his or her knowledge, based on such review, (a) the Company
has complied with all the conditions and covenants imposed on it under this
Indenture throughout such year, or, if there has been a default in the
fulfillment of any such condition or covenant, specifying each such default
known to him or her and the nature and status thereof, and (b) no event
has occurred and is continuing which is, or after notice or lapse of time or
both would become, an Event of Default, or, if such an event has occurred and
is continuing, specifying each such event known to him and the nature and
status thereof.


 


(2)                                  The
Company shall deliver to the Trustee, within ten days after the occurrence
thereof, written notice of any Event of Default or any event which after notice
or lapse of time or both would become an Event of Default.


 


(3)                                  The
Trustee shall have no duty to monitor the Company’s compliance with the
covenants contained in this Article 10 other than as specifically set
forth in this Section 10.7.


 


ARTICLE 11

REDEMPTION OF SECURITIES


 


Section 11.1                                Applicability
of Article.


 


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


 


Section 11.2                                Election
to Redeem; Notice to Trustee.


 


The election of the
Company to redeem any Securities shall be evidenced by or pursuant to a Board
Resolution.  In case of any redemption at
the election of the Company of (a) less than all of the Securities of any
series or (b) all of the Securities of any series, the Company shall, at
least 60 days prior to the Redemption Date fixed by the Company (unless a
shorter notice shall be satisfactory to the Trustee), notify the Trustee of
such Redemption Date and of the principal amount of Securities of such series
to be redeemed.


 


Section 11.3                                Selection
by Trustee of Securities to be Redeemed.


 


If less than all of the
Securities of any series 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 not previously
called for redemption, by such method as the Trustee shall deem fair and
appropriate and which may provide for the selection for redemption of portions
of the principal amount of Securities of such series; provided, however, that
no such partial redemption shall reduce the portion of the principal amount of
a Security of such series not redeemed to less than the minimum denomination
for a Security of such series established herein or pursuant hereto.


 


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


 


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


 


Section 11.4                                Notice
of Redemption.


 


Notice of redemption
shall be given in the manner provided in Section 1.6, not less than 30 nor
more than 60 days prior to the Redemption Date, to the Holders of Securities to
be redeemed.  Failure to give notice by
mailing in the manner herein provided to the Holder of any Securities
designated for redemption as a whole or in part, or any defect in the notice to
any such Holder, shall not affect the validity of the proceedings for the
redemption of any other Securities or portion thereof.


 


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


 


All notices of redemption
shall state:


 


(1)                                  the
Redemption Date,


 


(2)                                  the
Redemption Price,


 


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


 


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


 


(6)                                  the
place or places where such Securities, maturing after the Redemption Date, are
to be surrendered for payment of the Redemption Price and any accrued interest
and Additional Amounts pertaining thereto,


 


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


 


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(8)                                  the
CUSIP number or the Euroclear or Clearstream reference numbers of such
Securities, if any (or any other numbers used by a Depository to identify such
Securities), and


 


(9)                                  if
the Securities are convertible or exchangeable, the terms on which and the
manner in which such securities may, if applicable, be converted or exchanged
prior to redemption.


 


A notice of redemption
published as contemplated by Section 1.6 need not identify particular
Securities to be redeemed.


 


Notice of redemption of
Securities to be redeemed at the election of the Company shall be given by the
Company or, at the Company’s request, by the Trustee in the name and at the
expense of the Company; provided, however, if the Trustee is to deliver the
notice of redemption, the Company shall have delivered to the Trustee, at least
35 days prior to the Redemption Date, an Officers’ Certificate requesting that
the Trustee give such notice and setting forth the information required by this
Section 11.4 to be stated in such notice of redemption.


 


Section 11.5                                Deposit
of Redemption Price.


 


Prior to 10am on any
Redemption Date, the Company shall deposit, with respect to the Securities of
any series called for redemption pursuant to Section 11.4, with the
Trustee or with a Paying Agent (or, if the Company is acting as its own Paying
Agent, segregate and hold in trust as provided in Section 10.3) an amount
of money in the applicable Currency sufficient to pay the Redemption Price of,
and (except if the Redemption Date shall be an Interest Payment Date, unless
otherwise specified pursuant to Section 3.1 or in the Securities of such
series) any accrued interest on and Additional Amounts with respect thereto,
all such Securities or portions thereof which are to be redeemed on that date.


 


Section 11.6                                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, and from and after such date (unless the Company shall default in
the payment of the Redemption Price and accrued interest) such Securities shall
cease to bear interest.  Upon surrender
of any such Security for redemption in accordance with said notice, maturing
after the Redemption Date, such Security shall be paid by the Company at the
Redemption Price, together with any accrued interest and Additional Amounts to
the Redemption Date; provided, however, that, except as otherwise specified in
or pursuant to this Indenture or the Securities of such series, installments of
interest on Securities whose Stated Maturity is on or prior to the Redemption
Date shall be payable to the Holders of such Securities, or one or more
Predecessor Securities, registered as such at the close of business on the Regular
Record Dates therefor according to their terms and the provisions of Section 3.7.


 


If any Security called
for redemption shall not be so paid upon surrender thereof for redemption, the
principal and any premium, until paid, shall bear interest from the Redemption
Date at the rate prescribed therefor in the Security.


 


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Section 11.7                                Securities
Redeemed in Part.


 


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


 


ARTICLE 12

SINKING FUNDS


 


Section 12.1                                Applicability
of Article.


 


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


 


The minimum amount of any
sinking fund payment provided for by the terms of Securities of any series is
herein referred to as a “mandatory sinking fund payment,” and any payment in
excess of such minimum amount provided for by the terms of Securities of such
series is herein referred to as an “optional sinking fund payment.” If provided
for by the terms of Securities of any series, the cash amount of any sinking
fund payment may be subject to reduction as provided in Section 12.2.  Each sinking fund payment shall be applied to
the redemption of Securities of any series as provided for by the terms of Securities
of such series and this Indenture.


 


Section 12.2                                Satisfaction
of Sinking Fund Payments with Securities.


 


The Company may, in
satisfaction of all or any part of any sinking fund payment with respect to the
Securities of any series to be made pursuant to the terms of such Securities (1) deliver
Outstanding Securities of such series (other than any of such Securities
previously called for redemption or any of such Securities in respect of which
cash shall have been released to the Company) and (2) apply as a credit
Securities of such series which have been redeemed either at the election of
the Company pursuant to the terms of such series of Securities or through the
application of permitted optional sinking fund payments pursuant to the terms
of such Securities, provided that such series of Securities have not been
previously so credited.  Such Securities
shall be received and credited for such purpose by the Trustee at the
Redemption Price specified


 


63

















 


in such Securities
for redemption through operation of the sinking fund and the amount of such
sinking fund payment shall be reduced accordingly.  If, as a result of the delivery or credit of
Securities of any series in lieu of cash payments pursuant to this Section 12.2,
the principal amount of Securities of such series to be redeemed in order to
satisfy the remaining sinking fund payment shall be less than $100,000, the
Trustee need not call Securities of such series for redemption, except upon
Company Request, and such cash payment shall be held by the Trustee or a Paying
Agent and applied to the next succeeding sinking fund payment, provided,
however, that the Trustee or such Paying Agent shall at the request of the
Company from time to time pay over and deliver to the Company any cash payment
so being held by the Trustee or such Paying Agent upon delivery by the Company
to the Trustee of Securities of that series purchased by the Company having an
unpaid principal amount equal to the cash payment requested to be released to
the Company.


 


Section 12.3                                Redemption
of Securities for Sinking Fund.


 


Not less than 75 days
prior to each sinking fund payment date for any series of Securities, the
Company shall deliver to the Trustee an Officers’ Certificate specifying the
amount of the next ensuing mandatory sinking fund payment for that series
pursuant to the terms of that series, the portion thereof, if any, which is to
be satisfied by payment of cash and the portion thereof, if any, which is to be
satisfied by delivering and crediting of Securities of that series pursuant to Section 12.2,
and the optional amount, if any, to be added in cash to the next ensuing
mandatory sinking fund payment, and will also deliver to the Trustee any
Securities to be so credited and not theretofore delivered.  If such Officers’ Certificate shall specify
an optional amount to be added in cash to the next ensuing mandatory sinking
fund payment, the Company shall thereupon be obligated to pay the amount
therein specified.  Not less than 60 days
before each such sinking fund payment date the Trustee shall select the
Securities to be redeemed upon such sinking fund payment date in the manner
specified in Section 11.3 and cause notice of the redemption thereof to be
given in the name of and at the expense of the Company in the manner provided
in Section 11.4.  Such notice having
been duly given, the redemption of such Securities shall be made upon the terms
and in the manner stated in Section 11.6 and Section 11.7.


 


ARTICLE 13

REPAYMENT AT THE OPTION OF HOLDERS


 


Section 13.1                                Applicability
of Article.


 


Securities of any series
which are repayable at the option of the Holders thereof before their Stated
Maturity shall be repaid in accordance with the terms of the Securities of such
series.  The repayment of any principal
amount of Securities pursuant to such option of the Holder to require repayment
of Securities before their Stated Maturity, for purposes of Section 3.9,
shall not operate as a payment, redemption or satisfaction of the Debt represented
by such Securities unless and until the Company, at its option, shall deliver
or surrender the same to the Trustee with a directive that such Securities be
cancelled.


 


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ARTICLE 14

SECURITIES IN FOREIGN CURRENCIES 


 


Section 14.1                                Applicability
of Article.


 


Whenever this Indenture
provides for (i) any action by, or the determination of any of the rights
of, Holders of Securities of any series in which not all of such Securities are
denominated in the same Currency, or (ii) any distribution to Holders of
Securities, in the absence of any provision to the contrary in the form of
Security of any particular series or pursuant to this Indenture or the
Securities, any amount in respect of any Security denominated in a Currency
other than Dollars shall be treated for any such action or distribution as that
amount of Dollars that could be obtained for such amount on such reasonable
basis of exchange and as of the record date with respect to Securities of such series
(if any) for such action, determination of rights or distribution (or, if there
shall be no applicable record date, such other date reasonably proximate to the
date of such action, determination of rights or distribution) as the Company
may specify in a written notice to the Trustee.


 


ARTICLE 15

MEETINGS OF HOLDERS OF SECURITIES


 


Section 15.1                                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 Act provided by this
Indenture to be made, given or taken by Holders of Securities of such series.


 


Section 15.2                                Call,
Notice and Place of Meetings.


 


(1)                                  The
Trustee may at any time call a meeting of Holders of Securities of any series
for any purpose specified in Section 15.1, to be held at such time and at
such place in the United States 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 1.6, not less than 21 nor more
than 180 days prior to the date fixed for the meeting.


 


(2)                                  In
case at any time the Company (by or pursuant to a Board Resolution), or the
Holders of at least 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 15.1, by
written request setting forth in reasonable detail the action proposed to be
taken at the meeting, and the Trustee shall not have mailed notice of or made
the first publication of the notice of such meeting within 21 days after
receipt of such request (whichever shall be required pursuant to Section 1.6)
or shall not thereafter proceed to cause the meeting to be held as provided
herein, then the Company or the Holders of Securities of such series in the
amount above specified, as the case may be, may determine the time and the
place in the United


 


65

















 


States, and
may call such meeting for such purposes by giving notice thereof as provided in
clause (1) of this Section.


 


Section 15.3                                Persons
Entitled to Vote at Meetings.


 


To be entitled to vote at
any meeting of Holders of Securities of any series, a Person shall be (1) a
Holder of one or more Outstanding Securities of such series, or (2) a
Person appointed by an instrument in writing as proxy for a Holder or Holders
of one or more Outstanding Securities of such series by such Holder or Holders.  The only Persons who shall be entitled to be
present or to speak at any meeting of Holders of Securities of any series shall
be the Persons entitled to vote at such meeting and their counsel, any
representatives of the Trustee and its counsel and any representatives of the
Company and its counsel.


 


Section 15.4                                Quorum;
Action.


 


The Persons entitled to
vote a majority in principal amount of the Outstanding Securities of a series
shall constitute a quorum for any meeting of Holders of Securities of such
series.  In the absence of a quorum
within 30 minutes after the time appointed for any such meeting, the meeting
shall, if convened at the request of Holders of Securities of such series, be
dissolved.  In any other case the meeting
may be adjourned for a period of not less than 10 days as determined by the
chairman of the meeting prior to the adjournment of such meeting.  In the absence of a quorum at any reconvened
meeting, such reconvened 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 reconvened meeting.  Notice
of the reconvening of any adjourned meeting shall be given as provided in Section 15.2(1),
except that such notice need be given only once not less than five days prior
to the date on which the meeting is scheduled to be reconvened.  Notice of the reconvening of an adjourned
meeting shall state expressly the percentage, as provided above, of the
principal amount of the Outstanding Securities of such series which shall
constitute a quorum.


 


Except as limited by the
proviso to Section 9.2, any resolution presented to a meeting or adjourned
meeting duly reconvened at which a quorum is present as aforesaid may be
adopted only by the affirmative vote of the Holders of a majority in principal
amount of the Outstanding Securities of that series; provided, however, that,
except as limited by the proviso to Section 9.2, any resolution with
respect to any request, demand, authorization, direction, notice, consent,
waiver or other Act which this Indenture expressly provides may be made, given
or taken by the Holders of a specified percentage, which is less than a
majority, in principal amount of the Outstanding Securities of a series may be
adopted at a meeting or an adjourned meeting duly reconvened and at which a
quorum is present as aforesaid by the affirmative vote of the Holders of such
specified percentage in principal amount of the Outstanding Securities of such
series.


 


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


 


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Section 15.5                                Determination
of Voting Rights; Conduct and Adjournment of Meetings.


 


(1)                                  Notwithstanding
any other provisions of this Indenture, the Trustee may make such reasonable
regulations as it may deem advisable for any meeting of Holders of Securities
of such series in regard to proof of the holding of Securities of such series
and of the appointment of proxies and in regard to the appointment and duties
of inspectors of votes, the submission and examination of proxies, certificates
and other evidence of the right to vote, and such other matters concerning the
conduct of the meeting as it shall deem appropriate.  Except as otherwise permitted or required by
any such regulations, the holding of Securities shall be proved in the manner
specified in Section 1.4.  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 1.4
or other proof.


 


(2)                                  The
Trustee shall, by an instrument in writing, appoint a temporary chairman of the
meeting, unless the meeting shall have been called by the Company or by Holders
of Securities as provided in Section 15.2(2), in which case the Company or
the Holders of Securities of the series calling the meeting, as the case may
be, shall in like manner appoint a temporary chairman.  A permanent chairman and a permanent
secretary of the meeting shall be elected by vote of the Persons entitled to
vote a majority in principal amount of the Outstanding Securities of such
series represented at the meeting.


 


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


 


(4)                                  Any
meeting of Holders of Securities of any series duly called pursuant to Section 15.2
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 15.6                                Counting
Votes and Recording Action of Meetings.


 


The vote upon any
resolution submitted to any meeting of Holders of Securities of any series
shall be by written ballots on which shall be subscribed the signatures of the
Holders of Securities of such series or of their representatives by proxy and
the principal amounts and serial numbers of the Outstanding Securities of such
series held or represented by them.  The
permanent chairman of the meeting shall appoint two inspectors of votes who
shall count all votes cast at the meeting for or against any resolution and who
shall make and file with the secretary of the meeting their verified written
reports in triplicate of all votes cast at the meeting.  A record, at least in triplicate, of the
proceedings of each meeting of Holders of Securities of any series shall be
prepared by the secretary of the meeting and there shall be attached to said
record the original reports of the inspectors of votes on any vote by ballot
taken thereat and affidavits by one or more persons having knowledge of the
facts setting forth a copy of the notice of the


 


67

















 


meeting and
showing that said notice was given as provided in Section 15.2 and, if
applicable, Section 15.4.  Each copy
shall be signed and verified by the affidavits of the permanent chairman and
secretary of the meeting and one such copy shall be delivered to the Company
and another to the Trustee to be preserved by the Trustee, the latter to have
attached thereto the ballots voted at the meeting.  Any record so signed and verified shall be
conclusive evidence of the matters therein stated.


 


68

















 


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


 


	
   

  	
  WEST PHARMACEUTICAL SERVICES, INC.

  
	
   

  	
  as Issuer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  U.S. BANK NATIONAL ASSOCIATION,

  
	
   

  	
  as Trustee

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  



 


69