Exhibit 4.3


 


Toreador Resources
Corporation


 






 


INDENTURE


 


Dated as of
              ,
20    




Subordinated Debt
Securities


 






 


                               ,


 


Trustee


 






 

















 


CROSS-REFERENCE TABLE*


 


	
  Trust Indenture

  Act Section

  	
   

  	
  Indenture Section

  
	
  310(a)(1)

  	
   

  	
  7.10

  
	
        (a)(2)

  	
   

  	
  7.10

  
	
        (a)(3)

  	
   

  	
  N.A.

  
	
        (a)(4)

  	
   

  	
  N.A.

  
	
        (a)(5)

  	
   

  	
  7.10

  
	
        (b)

  	
   

  	
  7.10

  
	
        (c)

  	
   

  	
  N.A.

  
	
  311(a)

  	
   

  	
  7.11

  
	
        (b)

  	
   

  	
  7.11

  
	
        (c)

  	
   

  	
  N.A.

  
	
  312(a)

  	
   

  	
  2.06

  
	
        (b)

  	
   

  	
  12.03

  
	
        (c)

  	
   

  	
  12.03

  
	
  313(a)

  	
   

  	
  2.06,
  7.06

  
	
        (b)(2)

  	
   

  	
  7.06;
  7.07

  
	
        (c)

  	
   

  	
  4.03,
  7.06; 12.02

  
	
        (d)

  	
   

  	
  7.06

  
	
  314(a)

  	
   

  	
  4.03

  
	
        (a)(4)

  	
   

  	
  12.05

  
	
        (c)(1)

  	
   

  	
  N.A.

  
	
        (c)(2)

  	
   

  	
  N.A.

  
	
        (c)(3)

  	
   

  	
  N.A.

  
	
        (e)

  	
   

  	
  12.05

  
	
        (f)

  	
   

  	
  N.A.

  
	
  315(a)

  	
   

  	
  2.03

  
	
        (b)

  	
   

  	
  2.03

  
	
        (c)

  	
   

  	
  2.03

  
	
        (d)

  	
   

  	
  2.03

  
	
        (e)

  	
   

  	
  N.A.

  
	
  316(a) (last
  sentence)

  	
   

  	
  N.A.

  
	
        (a)(1)(A)

  	
   

  	
  N.A.

  
	
        (a)(1)(B)

  	
   

  	
  N.A.

  
	
        (a)(2)

  	
   

  	
  N.A.

  
	
        (b)

  	
   

  	
  N.A.

  
	
        (c)

  	
   

  	
  12.16

  
	
  317(a)(1)

  	
   

  	
  N.A.

  
	
        (a)(2)

  	
   

  	
  N.A.

  
	
        (b)

  	
   

  	
  N.A.

  
	
  318(a)

  	
   

  	
  N.A.

  
	
        (b)

  	
   

  	
  N.A.

  
	
        (c)

  	
   

  	
  12.01

  



 






N.A. means not applicable.


 


*  This
Cross Reference Table is not part of this Indenture.


 

















 


TABLE OF CONTENTS


 


	
   

  	
   

  	
   

  	
   

  	
  Page

  
	
   

  	
   

  	
   

  
	
  ARTICLE 1 DEFINITIONS AND INCORPORATION BY REFERENCE

  	
   

  	
  1

  
	
  Section 1.01

  	
   

  	
  Definitions

  	
   

  	
  1

  
	
  Section 1.02

  	
   

  	
  Other
  Definitions

  	
   

  	
  8

  
	
  Section 1.03

  	
   

  	
  Incorporation by
  Reference of Trust Indenture Act

  	
   

  	
  8

  
	
  Section 1.04

  	
   

  	
  Rules of
  Construction

  	
   

  	
  9

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE 2 THE
  SECURITIES

  	
   

  	
  9

  
	
  Section 2.01

  	
   

  	
  Form, Dating and
  Denominations

  	
   

  	
  9

  
	
  Section 2.02

  	
   

  	
  Amount
  Unlimited; Issuable in Series

  	
   

  	
  10

  
	
  Section 2.03

  	
   

  	
  Execution and
  Authentication

  	
   

  	
  14

  
	
  Section 2.04

  	
   

  	
  Registrar and
  Paying Agent

  	
   

  	
  15

  
	
  Section 2.05

  	
   

  	
  Paying Agent to
  Hold Money in Trust

  	
   

  	
  15

  
	
  Section 2.06

  	
   

  	
  Holder Lists

  	
   

  	
  15

  
	
  Section 2.07

  	
   

  	
  Transfer and
  Exchange

  	
   

  	
  16

  
	
  Section 2.08

  	
   

  	
  Replacement
  Securities

  	
   

  	
  20

  
	
  Section 2.09

  	
   

  	
  Outstanding
  Securities

  	
   

  	
  21

  
	
  Section 2.10

  	
   

  	
  Treasury
  Securities

  	
   

  	
  22

  
	
  Section 2.11

  	
   

  	
  Temporary
  Securities

  	
   

  	
  22

  
	
  Section 2.12

  	
   

  	
  Cancellation

  	
   

  	
  22

  
	
  Section 2.13

  	
   

  	
  Defaulted
  Interest

  	
   

  	
  22

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE 3
  REDEMPTION AND PREPAYMENT

  	
   

  	
  23

  
	
  Section 3.01

  	
   

  	
  Applicability of
  Article

  	
   

  	
  23

  
	
  Section 3.02

  	
   

  	
  Notices to
  Trustee

  	
   

  	
  23

  
	
  Section 3.03

  	
   

  	
  Selection of
  Securities to Be Redeemed

  	
   

  	
  23

  
	
  Section 3.04

  	
   

  	
  Notice of
  Redemption

  	
   

  	
  24

  
	
  Section 3.05

  	
   

  	
  Effect of Notice
  of Redemption

  	
   

  	
  25

  
	
  Section 3.06

  	
   

  	
  Deposit of
  Redemption or Purchase Price

  	
   

  	
  25

  
	
  Section 3.07

  	
   

  	
  Securities
  Redeemed or Purchased in Part

  	
   

  	
  26

  
	
  Section 3.08

  	
   

  	
  Conversion
  Arrangement on Call for Redemption

  	
   

  	
  26

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE 4
  COVENANTS

  	
   

  	
  27

  
	
  Section 4.01

  	
   

  	
  Payment of
  Securities

  	
   

  	
  27

  
	
  Section 4.02

  	
   

  	
  Maintenance of
  Office or Agency

  	
   

  	
  27

  
	
  Section 4.03

  	
   

  	
  Reports

  	
   

  	
  28

  
	
  Section 4.04

  	
   

  	
  Compliance
  Certificate

  	
   

  	
  28

  
	
  Section 4.05

  	
   

  	
  Additional
  Amounts

  	
   

  	
  29

  
	
  Section 4.06

  	
   

  	
  Corporate
  Existence

  	
   

  	
  29

  



 


i

















 


	
  ARTICLE 5 SUCCESSORS

  	
   

  	
  30

  
	
  Section 5.01

  	
   

  	
  Merger,
  Consolidation, or Sale of Assets

  	
   

  	
  30

  
	
  Section 5.02

  	
   

  	
  Successor
  Substituted

  	
   

  	
  30

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE 6
  DEFAULTS AND REMEDIES

  	
   

  	
  31

  
	
  Section 6.01

  	
   

  	
  Events of
  Default

  	
   

  	
  31

  
	
  Section 6.02

  	
   

  	
  Acceleration

  	
   

  	
  32

  
	
  Section 6.03

  	
   

  	
  Other Remedies

  	
   

  	
  33

  
	
  Section 6.04

  	
   

  	
  Waiver of Past
  Defaults

  	
   

  	
  33

  
	
  Section 6.05

  	
   

  	
  Control by
  Majority

  	
   

  	
  33

  
	
  Section 6.06

  	
   

  	
  Limitation on
  Suits

  	
   

  	
  34

  
	
  Section 6.07

  	
   

  	
  Rights of
  Holders of Securities to Receive Payment

  	
   

  	
  34

  
	
  Section 6.08

  	
   

  	
  Collection Suit
  by Trustee

  	
   

  	
  34

  
	
  Section 6.09

  	
   

  	
  Trustee
  May File Proofs of Claim

  	
   

  	
  35

  
	
  Section 6.10

  	
   

  	
  Priorities

  	
   

  	
  35

  
	
  Section 6.11

  	
   

  	
  Undertaking for
  Costs

  	
   

  	
  36

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE 7
  TRUSTEE

  	
   

  	
  36

  
	
  Section 7.01

  	
   

  	
  Duties of
  Trustee

  	
   

  	
  36

  
	
  Section 7.02

  	
   

  	
  Rights of
  Trustee

  	
   

  	
  37

  
	
  Section 7.03

  	
   

  	
  Individual
  Rights of Trustee

  	
   

  	
  38

  
	
  Section 7.04

  	
   

  	
  Trustee’s
  Disclaimer

  	
   

  	
  38

  
	
  Section 7.05

  	
   

  	
  Notice of
  Defaults

  	
   

  	
  38

  
	
  Section 7.06

  	
   

  	
  Reports by
  Trustee to Holders of the Securities

  	
   

  	
  38

  
	
  Section 7.07

  	
   

  	
  Compensation and
  Indemnity

  	
   

  	
  39

  
	
  Section 7.08

  	
   

  	
  Replacement of
  Trustee

  	
   

  	
  40

  
	
  Section 7.09

  	
   

  	
  Successor
  Trustee by Merger, etc.

  	
   

  	
  41

  
	
  Section 7.10

  	
   

  	
  Eligibility;
  Disqualification

  	
   

  	
  42

  
	
  Section 7.11

  	
   

  	
  Preferential
  Collection of Claims Against the Company

  	
   

  	
  42

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE 8 LEGAL
  DEFEASANCE AND COVENANT DEFEASANCE

  	
   

  	
  42

  
	
  Section 8.01

  	
   

  	
  Applicability of
  Article; Option to Effect Legal Defeasance or Covenant Defeasance

  	
   

  	
  42

  
	
  Section 8.02

  	
   

  	
  Legal Defeasance
  and Discharge

  	
   

  	
  42

  
	
  Section 8.03

  	
   

  	
  Covenant
  Defeasance

  	
   

  	
  43

  
	
  Section 8.04

  	
   

  	
  Conditions to
  Legal or Covenant Defeasance

  	
   

  	
  43

  
	
  Section 8.05

  	
   

  	
  Deposited Money
  and Government Securities to be Held in Trust; Other Miscellaneous Provisions

  	
   

  	
  45

  
	
  Section 8.06

  	
   

  	
  Repayment to the
  Company

  	
   

  	
  45

  
	
  Section 8.07

  	
   

  	
  Reinstatement

  	
   

  	
  46

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE 9
  AMENDMENT, SUPPLEMENT AND WAIVER

  	
   

  	
  47

  
	
  Section 9.01

  	
   

  	
  Without Consent
  of Holders of Securities

  	
   

  	
  47

  
	
  Section 9.02

  	
   

  	
  With Consent of
  Holders of Securities

  	
   

  	
  48

  



 


ii

















 


	
  Section 9.03

  	
   

  	
  Compliance with
  Trust Indenture Act

  	
   

  	
  50

  
	
  Section 9.04

  	
   

  	
  Revocation and
  Effect of Consents

  	
   

  	
  50

  
	
  Section 9.05

  	
   

  	
  Notation on or
  Exchange of Securities

  	
   

  	
  50

  
	
  Section 9.06

  	
   

  	
  Trustee to Sign
  Amendments, etc.

  	
   

  	
  50

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE 10
  SATISFACTION AND DISCHARGE

  	
   

  	
  51

  
	
  Section 10.01

  	
   

  	
  Satisfaction and
  Discharge

  	
   

  	
  51

  
	
  Section 10.02

  	
   

  	
  Application of
  Trust Money

  	
   

  	
  52

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE 11
  SUBORDINATION OF SECURITIES

  	
   

  	
  52

  
	
  Section 11.01

  	
   

  	
  Securities
  Subordinated to Senior Indebtedness

  	
   

  	
  52

  
	
  Section 11.02

  	
   

  	
  When
  Distribution Must Be Paid Over

  	
   

  	
  54

  
	
  Section 11.03

  	
   

  	
  Subrogation

  	
   

  	
  54

  
	
  Section 11.04

  	
   

  	
  Obligation of
  the Company Unconditional

  	
   

  	
  55

  
	
  Section 11.05

  	
   

  	
  Payments on
  Securities Permitted

  	
   

  	
  55

  
	
  Section 11.06

  	
   

  	
  Effectuation of
  Subordination by Trustee

  	
   

  	
  55

  
	
  Section 11.07

  	
   

  	
  Knowledge of
  Trustee

  	
   

  	
  55

  
	
  Section 11.08

  	
   

  	
  Trustee
  May Hold Senior Indebtedness

  	
   

  	
  56

  
	
  Section 11.09

  	
   

  	
  Rights of
  Holders of Senior Indebtedness Not Impaired

  	
   

  	
  56

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE 12
  MISCELLANEOUS

  	
   

  	
  56

  
	
  Section 12.01

  	
   

  	
  Trust Indenture
  Act Controls

  	
   

  	
  56

  
	
  Section 12.02

  	
   

  	
  Notices

  	
   

  	
  56

  
	
  Section 12.03

  	
   

  	
  Communication by
  Holders of Securities with Other Holders of Securities

  	
   

  	
  58

  
	
  Section 12.04

  	
   

  	
  Certificate and
  Opinion as to Conditions Precedent

  	
   

  	
  58

  
	
  Section 12.05

  	
   

  	
  Statements Required
  in Certificate or Opinion

  	
   

  	
  58

  
	
  Section 12.06

  	
   

  	
  Rules by
  Trustee and Agents

  	
   

  	
  59

  
	
  Section 12.07

  	
   

  	
  No Personal
  Liability of Directors, Officers, Employees and Stockholders

  	
   

  	
  59

  
	
  Section 12.08

  	
   

  	
  Governing Law

  	
   

  	
  59

  
	
  Section 12.09

  	
   

  	
  No Adverse
  Interpretation of Other Agreements

  	
   

  	
  59

  
	
  Section 12.10

  	
   

  	
  Successors

  	
   

  	
  59

  
	
  Section 12.11

  	
   

  	
  Severability

  	
   

  	
  59

  
	
  Section 12.12

  	
   

  	
  Counterpart
  Originals

  	
   

  	
  59

  
	
  Section 12.13

  	
   

  	
  Table of
  Contents, Headings, etc.

  	
   

  	
  60

  
	
  Section 12.14

  	
   

  	
  Benefits of
  Indenture

  	
   

  	
  60

  
	
  Section 12.15

  	
   

  	
  Legal Holidays

  	
   

  	
  60

  
	
  Section 12.16

  	
   

  	
  Acts of Holders

  	
   

  	
  60

  



 


iii

















 


INDENTURE, dated
as of
              ,
20    , between Toreador Resources Corporation, a Delaware
corporation, and                                           ,
as trustee (the “Trustee”).


 


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


 


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


 


ARTICLE  1



DEFINITIONS AND INCORPORATION BY REFERENCE


 


Section 1.01                               Definitions.


 


“Additional Amounts”  means, when
used with respect to a Security of a series issued with the benefits provided
by Section 4.05, as specified as contemplated by Section 2.02, all
additional interest then owing pursuant to said Section 4.05 and the Board
Resolution or indenture supplemental hereto under which such Security shall be
issued.


 


“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 purposes of this definition, “control,” as used with respect to any
Person, means the possession, directly or indirectly, of the power to direct or
cause the direction of the management or policies of such Person, whether
through the ownership of voting securities, by agreement or otherwise.  For purposes of this definition, the terms
“controlling,” “controlled by” and “under common control with” have correlative
meanings.


 


“Agent” means any Registrar, co-registrar, Paying Agent or
additional paying agent.


 


“Applicable Procedures” means, with respect to any transfer
or exchange of or for beneficial interests in any Global Security, the rules and
procedures of the Depositary, Euroclear and Clearstream that apply to such
transfer or exchange.


 


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


 

















 


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


 


“Board of Directors” means:


 


(1)                                  with respect to a corporation, the Board
of Directors of the corporation;


 


(2)                                  with respect to a partnership, the Board
of Directors of the general partner of the partnership or the board or
committee of the general partner of the partnership serving a similar function;
and


 


(3)                                  with respect to any other Person, the
board or committee of such Person serving a similar function.


 


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


 


“Business Day” means, when used with respect to any Place of
Payment or any other particular location referred to in this Indenture or in
the Securities, unless otherwise specified with respect to any Securities as
contemplated by Section 2.02, any day, other than a Saturday or Sunday,
that is neither a legal holiday nor a day on which banking institutions in that
Place of Payment or particular location are authorized or required by law,
regulation or executive order to close.


 


“Capital Stock” means, with respect to any entity, any
capital stock (including preferred stock), shares, interests, participation or
other ownership interests (however designated) of such entity and any rights
(other than debt securities convertible into or exchangeable for capital
stock), warrants or options to purchase any thereof; provided, however,
that leases of real property that provide for contingent rent based on the
financial performance of the tenant shall not be deemed to be Capital Stock.


 


“Capitalized Lease Obligation” means, at the time any
determination is to be made, the amount of the liability in respect of a
capital lease that would at that time be required to be capitalized on a
balance sheet in accordance with GAAP.


 


“Clearstream” means Clearstream Banking, S.A., or its
successor.


 


“Commission” means the Securities and Exchange Commission.


 


“Common Stock” means the common stock, par value $0.15625 per
share, of the Company.


 


“Company” means, when used with respect to Securities of any
series, Toreador Resources Corporation, a Delaware corporation, and all
respective successors thereto.


 


2
















 


“Corporate Trust Office of the Trustee” will be at the
address of the Trustee specified in Section 13.02 hereof or such other
address as to which the Trustee may give notice to the Company.


 


“Custodian” means the Trustee, as custodian with respect to
the Securities in global form, or any successor entity thereto.


 


“Debt” of the Company or any of its Subsidiaries means,
without duplication, any indebtedness of the Company or any Subsidiary of the
Company, whether or not contingent, in respect of:


 


(1)                                 borrowed money or evidenced by bonds,
notes, debentures or similar instruments;


 


(2)                                 indebtedness for borrowed money secured
by any encumbrance existing on property owned by the Company or its
Subsidiaries, to the extent of the lesser of (x) the amount of
indebtedness so secured or (y) the Fair Market Value of the
property subject to such encumbrance;


 


(3)                                 the reimbursement obligations in
connection with any letters of credit actually drawn or amounts representing
the balance deferred and unpaid of the purchase price of any property or
services, except any such balance that constitutes an accrued expense, trade
payable, conditional sale obligations or obligations under any title retention
agreement;


 


(4)                                 the principal amount of all obligations
of the Company and its Subsidiaries with respect to redemption, repayment or
other repurchase of any Disqualified Stock;


 


(5)                                 any lease of property by the Company or
any of its Subsidiaries as lessee which is reflected on the Company’s or such
Subsidiaries’ consolidated balance sheet as a Capitalized Lease Obligation, to
the extent, in the case of items of indebtedness under clauses (1) through
(5) above, that any such items would appear as a liability on the
Company’s or such Subsidiaries’ consolidated balance sheet in accordance with
GAAP; or


 


(6)                                 the liquidation preference of any
Disqualified Stock of the Company or of any shares of preferred stock of any of
its Subsidiaries.


 


Debt also
includes, to the extent not otherwise included, any obligation by the Company
and its Subsidiaries to be liable for, or to pay, as obligor, guarantor or
otherwise (other than for purposes of collection in the ordinary course of
business), Debt of another Person (other than the Company or any of its
Subsidiaries); it being understood that Debt shall be deemed to be incurred by
the Company or any of its Subsidiaries whenever the Company or such Subsidiary
shall create, assume, guarantee or otherwise become liable in respect thereof.


 


Debt shall not
include (a) Debt arising from agreements of the Company or any of
its Subsidiaries providing for indemnification, adjustment or holdback of
purchase price or 


 


3

















 


similar
obligations, in each case, incurred or assumed in connection with the
acquisition or disposition of any business, assets or a Subsidiary, other than
guarantees of Debt incurred by any Person acquiring all or any portion of such
business, assets or Subsidiary for the purpose of financing such acquisition or
(b) contingent obligations under performance bonds, performance
guarantees, surety bonds, appeal bonds or similar obligations incurred in the
ordinary course of business and consistent with past practices.  In the case of Debt as of any date issued
with original issue discount, the amount of such Debt shall be the accreted
value thereof as of such date.


 


“Default” means any event that is, or with the passage of
time or the giving of notice or both would be, an Event of Default.


 


“Definitive Security” means a certificated Security registered
in the name of the Holder thereof and issued in accordance with Section 2.07,
substantially in the form established in one or more indentures supplemental
hereto or pursuant to Board Resolutions in accordance with Section 2.02
except that such Security shall not bear the Global Security Legend and shall
not have any related schedule of exchanges of interests in the global security
attached thereto.


 


“Depositary” means, with respect to the Securities issuable
or issued in whole or in part in global form, the Person specified in Section 2.04
hereof as the Depositary with respect to the Securities, and any and all
successors thereto appointed as depositary hereunder and having become such
pursuant to the applicable provision of this Indenture.


 


“Disqualified Stock”, when used with respect to Securities of
any series, shall have the meaning given to such term in the Board Resolution
or indenture supplemental hereto pursuant to which the Securities of that
series shall be issued.


 


“Equity Interests” means Capital Stock and all warrants,
options or other rights to acquire Capital Stock (but excluding any debt
security that is convertible into, or exchangeable for, Capital Stock).


 


“Euroclear” means Euroclear Bank S.A./N.V., as operator of
the Euroclear system, or its successor.


 


“Exchange Act” means the Securities Exchange Act of 1934, as
amended.


 


“Fair Market Value” means, with respect to any asset, the
price (after taking into account any liabilities relating to such assets) which
could be negotiated in an arm’s-length free market transaction between a
willing seller and a willing buyer, neither of which is under pressure or
compulsion to complete the transaction. Fair Market Value shall be determined
by the Board of Directors of the Company in good faith.


 


“Foreign Currency” means any currency, currency unit or
composite currency 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.


 


“GAAP” means generally accepted accounting principles set
forth in the opinions and pronouncements of the Accounting Principles Board of
the American Institute of Certified 


 


4

















 


Public
Accountants and statements and pronouncements of the Financial Accounting
Standards Board or in such other statements by such other entity as have been
approved by a significant segment of the accounting profession, which are in
effect on the date of determination.


 


“Global Security” means a permanent global Security
substantially in the form of established by one or more indentures supplemental
hereto or pursuant to Board Resolutions in accordance with Section 2.02
that bears the Global Security Legend and that has a schedule of exchanges of
interests in the Global Security attached thereto, and that is deposited with
or on behalf of and registered in the name of the Depositary.


 


“Global Security Legend” means the legend set forth in Section 2.07(f),
which is required to be placed on all Global Securities issued under this
Indenture.


 


“Government Obligations” means securities which are (1) direct
obligations of the United States of America or the government which issued the
Foreign Currency in which the Securities of a particular series are payable, for
the payment of which its full faith and credit is pledged or (2) obligations
of a Person controlled or supervised by and acting as an agency or
instrumentality of the United States of America or such government which issued
the Foreign Currency in which the Securities of that series are payable, the
payment of which is unconditionally guaranteed as a full faith and credit
obligation by the United States of America or such other government, which, in
either case, are not callable or redeemable at the option of the issuer
thereof, and shall also include a depository receipt issued by a bank or trust
company as custodian with respect to any such Government Obligation or a
specific payment of interest on or principal of any such Government Obligation
held by such custodian for the account of the holder of a depository receipt, provided that (except as required by law) such custodian is
not authorized to make any deduction from the amount payable to the holder of
such depository receipt from any amount received by the custodian in respect of
the Government Obligation or the specific payment of interest on or principal
of the Government Obligation evidenced by such depository receipt.


 


“Guarantee” means a guarantee other than by endorsement of
negotiable instruments for collection in the ordinary course of business,
direct or indirect, in any manner including, without limitation, by way of a
pledge of assets or through letters of credit or reimbursement agreements in
respect thereof, of all or any part of any Debt.


 


“Holder” means a Person in whose name a Security is
registered.


 


“incur” means issue, create, assume, guarantee, incur or
otherwise become liable for. Neither the accrual of interest nor the accretion
of original issue discount shall be deemed to be an incurrence of Debt. The
term “incurrence” when used as a noun shall have a correlative meaning.


 


“Indenture” means this Indenture, as amended or supplemented
from time to time by one or more indentures supplemental hereto entered into
pursuant to the applicable provisions hereof, and shall include the terms of
particular series of Securities established as contemplated by Section 2.02;
provided, however, that, if at any time
more than one Person is acting as Trustee under this instrument, “Indenture”
shall mean, with respect to any one or more series of 


 


5

















 


Securities
for which such Person is Trustee, this instrument as originally executed or as
it may from time to time be supplemented or amended by one or more indentures
supplemental hereto entered into pursuant to the applicable provisions hereof
and shall include the terms of the or those particular series of Securities for
which such Person is Trustee established as contemplated by Section 2.02,
exclusive, however, of any provisions or terms which relate solely to other
series of Securities for which such Person is Trustee, regardless of when such
terms or provisions were adopted, and exclusive of any provisions or terms
adopted by means of one or more indentures supplemental hereto executed and
delivered after such Person had become such Trustee but to which such Person,
as such Trustee, was not a party.


 


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


 


“Indirect Participant” means a Person who holds a beneficial
interest in a Global Security through a Participant.


 


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


 


“Interest Payment Date” has the meaning set forth in the
Securities.


 


“Lien” means, with respect to any asset, any mortgage, lien,
pledge, charge, security interest or encumbrance of any kind in respect of such
asset, whether or not filed, recorded or otherwise perfected under applicable
law, including any conditional sale or other title retention agreement, any
lease in the nature thereof, any option or other agreement to sell or give a
security interest in and any filing of or agreement to give any financing
statement under the Uniform Commercial Code (or equivalent statutes) of any
jurisdiction.


 


“Officer” means, with respect to any Person, the Chairman of
the Board, the Chief Executive Officer, the President, the Chief Operating
Officer, the Chief Financial Officer, the Chief Investment Officer, the
Treasurer, any Assistant Treasurer, the Controller, the Secretary or any
Vice-President of such Person.


 


“Officers’ Certificate” means a certificate signed on behalf
of the Company by two Officers of the Company, one of whom must be the
principal executive officer, the principal financial officer, the principal
investment officer, the treasurer or the principal accounting officer of the
Company, that meets the requirements of Section 2.03, 8.04 or 13.05, as
applicable.


 


“Opinion of Counsel” means an opinion from legal counsel who
is reasonably acceptable to the Trustee, that meets the requirements of Section 2.03,
8.04 or 13.05, as applicable.  The
counsel may be an employee of or counsel to the Company, any Subsidiary of the
Company or the Trustee.


 


6

















 


“Original Issue Discount Security” means any security which
provides for an amount less than the principal amount thereof to be due and
payable upon a declaration of acceleration of the maturity thereof pursuant to Section 6.02.


 


“Outstanding”, when used with respect to Securities of a
series, shall have the meaning ascribed thereto in Section 2.09.


 


“Participant” means, with respect to the Depositary,
Euroclear or Clearstream, a Person who has an account with the Depositary,
Euroclear or Clearstream, respectively (and, with respect to DTC, shall include
Euroclear and Clearstream).


 


“Person” means any individual, corporation, partnership,
joint venture, real estate investment trust, association, joint-stock company,
trust, unincorporated organization, limited liability company or government or
other entity.


 


“Place of Payment” means, when used with respect to the
Securities of or within any series, the place or places where the principal of
(and premium, if any) and interest on such Securities are payable as specified
as contemplated by Section 2.02.


 


“Record Date” has the meaning set forth in
the Securities.


 


“Responsible Officer,” when used with respect to the Trustee,
means any officer within the Corporate Trust Administration of the Trustee (or
any successor group of the Trustee) or any other officer of the Trustee
customarily performing functions similar to those performed by any of the above
designated officers and also means, with respect to a particular corporate
trust matter, any other officer to whom such matter is referred because of his
knowledge of and familiarity with the particular subject.


 


“Securities Act” means the Securities Act of 1933, as
amended.


 


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


 


“Senior Indebtedness” means (1) the principal of and
premium, if any, and unpaid interest on and additional amounts in respect of
indebtedness for money borrowed, (2) purchase money and similar
obligations, (3) obligations under capital leases, (4) guarantees,
assumptions or purchase commitments relating to, or other transactions as a
result of which the Company is responsible for the payment of, such
indebtedness of others, (5) renewals, extensions and refundings of any
such indebtedness, (6) interest or obligations in respect of any such
indebtedness accruing after the commencement of any insolvency or bankruptcy
proceedings, and (7) obligations associated with derivative products such
as interest rate and currency exchange contracts, foreign exchange contracts,
commodity contracts, and similar arrangements, unless, in each case, the
instrument by which the Company incurred, assumed or guaranteed the 


 


7

















 


indebtedness
or obligations described in clauses (1) through (7) hereof expressly
provides that such indebtedness or obligation is subordinate or junior in right
of payment to any other indebtedness or obligations of the Company.


 


“Significant Subsidiary” means any Subsidiary that would be a
“significant subsidiary” as defined in Article 1, Rule 1-02(w) of
Regulation S-X, promulgated pursuant to the Securities Act, as such Regulation
is in effect on the date of this Indenture.


 


“Subsidiary” means, for any Person, any corporation or other
entity of which a majority of the Voting Stock is owned, directly or
indirectly, by such Person or one or more other Subsidiaries of such Person.


 


“TIA” means the Trust Indenture Act of 1939 (15 U.S.C. §§
77aaa-77bbbb), as amended, as in effect on the date on which this Indenture is
qualified under the TIA.


 


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


 


“Voting Stock” of any Person as of any date means the Capital
Stock of such Person that is at the time entitled to vote in the election of
the Board of Directors of such Person.


 


Section 1.02                               Other Definitions.


 


	
  Term

  	
   

  	
  Defined in

  Section

  	
   

  
	
  “Authentication Order”

  	
   

  	
  2.03

  	
   

  
	
  “Covenant Defeasance”

  	
   

  	
  8.03

  	
   

  
	
  “DTC”

  	
   

  	
  2.04

  	
   

  
	
  “Event of Default”

  	
   

  	
  6.01

  	
   

  
	
  “Legal Defeasance”

  	
   

  	
  8.02

  	
   

  
	
  “Paying Agent”

  	
   

  	
  2.04

  	
   

  
	
  “Registrar”

  	
   

  	
  2.04

  	
   

  



 


Section 1.03                               Incorporation by Reference of Trust
Indenture Act.


 


Whenever this
Indenture refers to a provision of the TIA, the provision is incorporated by
reference in and made a part of this Indenture.


 


The following TIA
terms used in this Indenture have the following meanings:


 


“indenture securities” means the
Securities;


 


“indenture security holder” means a Holder
of a Security;


 


8

















 


“indenture to be qualified” means this
Indenture;


 


“indenture trustee” or “institutional trustee” means the Trustee;
and


 


“obligor” on the Securities means the
Company and any successor obligor upon the Securities.


 


All other terms
used in this Indenture that are defined by the TIA, defined by TIA reference to
another statute or defined by Commission rule under the TIA have the
meanings so assigned to them.


 


Section 1.04                               Rules of Construction.


 


Unless the context
otherwise requires:


 


(1)                                 a term has the meaning assigned to it;


 


(2)                                 an accounting term not otherwise defined
has the meaning assigned to it in accordance with GAAP;


 


(3)                                 “or” is not exclusive;


 


(4)                                 words in the singular include the plural,
and in the plural include the singular;


 


(5)                                 “will” shall be interpreted to express a
command;


 


(6)                                 provisions apply to successive events and
transactions; and


 


(7)                                 references to sections of or rules under
the Securities Act will be deemed to include substitute, replacement of
successor sections or rules adopted by the Commission from time to time.


 


ARTICLE  2



THE SECURITIES


 


Section 2.01                               Form, Dating and Denominations.


 


(a)                                 General. 
The Securities of each series will be substantially in such forms as
shall be established in one or more indentures supplemental hereto or approved
from time to time by or pursuant to Board Resolutions in accordance with Section 2.02,
shall have such appropriate insertions, omissions, substitutions and other
variations as are required or permitted by this Indenture or any indenture
supplemental hereto, and may have such letters, numbers or other marks of
identification or designation and such legends or endorsements placed thereon
as the Company may deem appropriate and as are not inconsistent with the
provisions of this Indenture, or as may be required to comply with any law or
with any rule or regulation made pursuant thereto or with any rule or
regulation of any stock exchange on which the Securities 


 


9

















 


may be listed, or to
conform to usage.  Each Security will be
dated the date of its authentication.  Except
as specified as contemplated by Section 2.02 in respect of Securities of
any series, the Securities shall be in denominations of $1,000 and integral
multiples thereof.


 


The terms and
provisions contained in the Securities will constitute, and are hereby
expressly made, a part of this Indenture and the Company and the Trustee, by
their execution and delivery of this Indenture, expressly agree to such terms
and provisions and to be bound thereby. 
However, to the extent any provision of any Security conflicts with the
express provisions of this Indenture, the provisions of this Indenture shall
govern and be controlling.


 


(b)                                 Form of Trustee’s
Certificate of Authentication.  Subject to Section 2.03,
the Trustee’s certificate of authentication shall be in substantially the
following form:


 


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


 


 


                                        ,


as Trustee


 


 


	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Authorized Signatory

  



 


(c)                                  Global Securities. 
If Securities of or within a series are issued in global form, as
specified as contemplated by Section 2.02, then, notwithstanding the
provisions of paragraph (a) of this Section 2.01 and clause (9) of
Section 2.02, any such Security shall represent such of the Outstanding
Securities of that series as shall be specified therein and shall include the
Global Securities Legend and a related schedule of exchanges of interests in
the Global Securities attached thereto. 
Securities issued in definitive form will not include such legend or
schedule.  Each Global Security may
provide that it shall represent the Outstanding Securities as will be specified
therein and each shall provide that it represents the aggregate principal
amount of Outstanding Securities from time to time endorsed thereon and that
the aggregate principal amount of Outstanding Securities represented thereby
may from time to time be reduced or increased, as appropriate, to reflect
exchanges and redemptions.  Any
endorsement of a Global Security to reflect the amount of any increase or
decrease in the aggregate principal amount of Outstanding Securities
represented thereby will be made by the Trustee or the Custodian, at the
direction of the Trustee, in accordance with instructions given by the Holder
thereof as required by Section 2.07 hereof.


 


Section 2.02                               Amount Unlimited; Issuable in Series.


 


The aggregate
principal amount of Securities which may be authenticated and delivered under
this Indenture is unlimited.


 


10

















 


The Securities may
be issued in one or more series.  There
shall be established in one or more Board Resolutions or pursuant to authority
granted by one or more Board Resolutions and, subject to Section 2.03, set
forth, or determined in the manner provided, in an Officers’ Certificate, or
established in one or more indentures supplemental hereto, prior to the
issuance of Securities of any series, any or all of the following, as
applicable (each of which (except for the matters set forth in clauses (1),
(2), (3) and (14) below), if so provided, may be determined from time to
time by the Company with respect to unissued Securities of the series when
issued from time to time):


 


(1)                                 the identity of the issuer;


 


(2)                                 the title of the Securities of the series
(which shall distinguish the Securities of that series from all other series of
Securities);


 


(3)                                 any limit upon the aggregate principal
amount of the Securities of the series that may be authenticated and delivered
under this Indenture (except for Securities authenticated and delivered upon
registration of transfer of, or in exchange for, or in lieu of, other
Securities of the series pursuant to Section 2.07, 2.08, 2.11, 3.07 or
9.05);


 


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


 


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


 


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


 


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


 


(8)                                 the obligation, if any, of the Company to
redeem, repay or purchase Securities of the series pursuant to any sinking fund
or analogous provision or at the option of a Holder thereof, and the period or
periods within which or the date or dates on which, the price or prices at
which, and other terms and conditions upon which Securities of the series shall
be redeemed, repaid or purchased, in whole or in part, pursuant to such
obligation;


 


11

















 


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


 


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


 


(11)                          if other than the principal amount
thereof, the portion of the principal amount of Securities of the series that
shall be payable upon declaration of acceleration of the maturity thereof
pursuant to Section 6.02 or, if applicable, the portion of the principal
amount of Securities of the series that is convertible in accordance with the
provisions of this Indenture or the method by which such portion shall be
determined;


 


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


 


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


 


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


 


(15)                          whether any Securities of the series are
to be issuable initially in temporary global form and the date as of which any
temporary global Security representing Outstanding Securities of the series
shall be dated if other than the date of original issuance of the first
Security of the series to be issued, and whether any Securities of the series
are to be issuable in permanent global form and, if so, whether owners of
beneficial interests in any such permanent global Security may exchange such
interests for Definitive Securities of that series of like tenor of any
authorized form and denomination or transfer such beneficial interest to a
Person who takes delivery thereof in the form of a Definitive Security and vice
versa and if so, the circumstances under which any such exchange or transfer
may occur, if other than in the manner provided in Section 2.07 and the
identity of the Depositary;


 


(16)                          the Person to whom any interest on any
Security of the series shall be payable, if other than the Person in whose name
that Security (or one or more predecessor Securities) is registered at the
close of business on the Record Date for such interest and the extent to which,
or the manner in which, any interest payable on a temporary global Security on
an interest payment date will be paid;


 


(17)                          the applicability, if any, of Sections
8.02 and/or 8.03 to the Securities of the series and any provisions in
modification of, in addition to or in lieu of any of the provisions of Article 8;


 


12
















 


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


 


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


 


(20)         whether and under what circumstances the Company will
pay Additional Amounts as contemplated by Section 4.05 on the Securities
of the series to any Holder who is not a United States person (including any
modification to the definition of such term) in respect of any tax, assessment
or governmental charge and, if so, whether the Company will have the option to
redeem such Securities rather than pay such Additional Amounts (and the terms
of any such option);


 


(21)         the obligation, if any, of the Company to permit the
conversion of the Securities of that series into Capital Stock of the Company,
and the terms and conditions upon which such conversion shall be effected
(including, without limitation, the initial conversion price or rate, the
conversion period, any adjustment of the applicable conversion price, any
requirements relative to hedging arrangements and reservation of shares for
purposes of conversion and any other provision in addition to or in lieu of
those set forth in this Indenture or any indenture supplemental hereto relative
to such obligation);


 


(22)         if other than U.S. Dollars, the foreign currency in
which payment of the principal of, premium (if any), interest and Additional
Amounts (if any) on the Securities of that series shall be payable or in which
such Securities shall be denominated and the particular provisions applicable
thereto; and


 


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


 


All
Securities of any one series shall be substantially identical except as to
denomination and except as may otherwise be provided in or pursuant to such
Board Resolution (subject to Section 2.03) and set forth in such Officers’
Certificate or in any such indenture supplemental hereto.  All Securities of any one series need not be
issued at the same time and, unless otherwise provided, a series may be
reopened, without the consent of the Holders, for issuances of additional
Securities of that series.


 


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


 


13

















 


Section 2.03           Execution and Authentication.


 


Two
Officers must sign the Securities of any series for the Company by manual or
facsimile signature.


 


If an
Officer whose signature is on a Security no longer holds that office at the
time a Security is authenticated, the Security will nevertheless be valid.


 


A
Security will not be valid until authenticated by the manual signature of the
Trustee.  The signature will be
conclusive evidence that the Security has been authenticated under this
Indenture.


 


The
Trustee will, upon receipt at any time or from time to time of a written order
of the Company signed by two Officers (an “Authentication Order”),
authenticate Securities of any series for original issue up to the aggregate
principal amount set forth in such Authentication Order.  The Trustee may appoint an authenticating
agent acceptable to the Company to authenticate Securities.  An authenticating agent may authenticate
Securities whenever the Trustee may do so. 
Each reference in this Indenture to authentication by the Trustee
includes authentication by such agent. 
An authenticating agent has the same rights as an Agent to deal with
Holders or an Affiliate of the Company.


 


In
authenticating Securities of any series, and accepting the additional
responsibilities under this Indenture in relation to such Securities, the
Trustee shall be entitled to receive, and (subject to TIA §§ 315(a) through
315(d)) shall be fully protected in relying upon,


 


(1)           an Opinion of Counsel stating that:


 


(i)            the form or
forms of such Securities have been established in conformity with the
provisions of this Indenture;


 


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


 


(iii)          such
Securities, when completed by appropriate insertions and executed and delivered
by the Company to the Trustee for authentication in accordance with this
Indenture, authenticated and delivered by the Trustee in accordance with this
Indenture and issued by the Company in the manner and subject to any conditions
specified in such Opinion of Counsel, will constitute legal, valid and binding
obligation of the Company, enforceable in accordance with their terms, subject
to applicable bankruptcy, insolvency, reorganization and other similar laws of
general applicability relating to or affecting the enforcement of creditors’
rights, to general equitable principles and to such other qualifications as
such counsel shall conclude do not materially affect the rights of Holders of
such Securities; and


 


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


 


14

















 


Section 2.04           Registrar and Paying Agent.


 


The
Company will maintain in each Place of Payment for Securities of any series an
office or agency where such Securities may be presented for registration of
transfer or for exchange (“Registrar”)
and an office or agency where such Securities may be presented for payment (“Paying Agent”).  The Registrar will keep a register of the
Securities of that series and of their transfer and exchange.  The Company may appoint one or more
co-registrars and one or more additional paying agents.  The term “Registrar” includes any
co-registrar and the term “Paying Agent” includes any additional paying
agent.  The Company may change any Paying
Agent or Registrar without notice to any Holder.  The Company will notify the Trustee in
writing of the name and address of any Agent not a party to this
Indenture.  If the Company fail to
appoint or maintain another entity as Registrar or Paying Agent, the Trustee
shall act as such.  The Company or any of
its Subsidiaries may act as Paying Agent or Registrar.


 


The
Company initially appoint The Depository Trust Company (“DTC”) to act as Depositary with
respect to the Global Securities.


 


The
Company initially appoint the Trustee to act as the Registrar and Paying Agent
and to act as Custodian with respect to the Global Securities.


 


Section 2.05           Paying Agent to Hold Money in Trust.


 


The
Company will require each Paying Agent for Securities of a series other than
the Trustee to agree in writing that the Paying Agent will hold in trust for
the benefit of Holders or the Trustee all money held by the Paying Agent for
the payment of principal, premium or Additional Amounts, if any, or interest on
the Securities of that series, and will notify the Trustee of any default by
the Company in making any such payment. 
While any such default continues, the Trustee may require a Paying Agent
to pay all money held by it to the Trustee. 
The Company at any time may require a Paying Agent to pay all money held
by it to the Trustee.  Upon payment over
to the Trustee, the Paying Agent (if other than the Company or a Subsidiary of
the Company) will have no further liability for the money.  If the Company or a Subsidiary of the Company
acts as Paying Agent, it will segregate and hold in a separate trust fund for
the benefit of the Holders all money held by it as Paying Agent.  Upon any bankruptcy or reorganization
proceedings relating to the Company, the Trustee will serve as Paying Agent for
the Securities.


 


Section 2.06           Holder Lists.


 


The
Trustee in respect of Securities of a series will preserve in as current a form
as is reasonably practicable the most recent list available to it of the names
and addresses of all Holders of Securities of that series and shall otherwise
comply with TIA § 312(a).  If the Trustee
is not the Registrar of such Securities, the Company will furnish to the
Trustee at least seven Business Days before each Interest Payment Date and at
such other times as the Trustee may request in writing, a list in such form and
as of such date as the Trustee may reasonably require of the names and
addresses of the Holders of such Securities and the Company shall otherwise
comply with TIA § 312(a).


 


15

















 


Section 2.07           Transfer and Exchange.


 


(a)           Transfer and Exchange of Global
Securities.  A Global Security may not be transferred as a
whole except by the Depositary to a nominee of the Depositary, by a nominee of
the Depositary to the Depositary or to another nominee of the Depositary, or by
the Depositary or any such nominee to a successor Depositary or a nominee of
such successor Depositary.  All Global
Securities will be exchanged by the Company for Definitive Securities if:


 


(1)           the Company delivers to the Trustee notice from the
Depositary that it is unwilling or unable to continue to act as Depositary or
that it is no longer a clearing agency registered under the Exchange Act and,
in either case, a successor Depositary is not appointed by the Company within
120 days after the date of such notice from the Depositary; or


 


(2)           the Company in its sole discretion determines that the
Global Securities (in whole but not in part) should be exchanged for Definitive
Securities and delivers a written notice to such effect to the Trustee.


 


Upon
the occurrence of either of the preceding events in subparagraph (1) or (2) above,
Definitive Securities shall be issued in such names as the Depositary shall
instruct the Trustee.  Global Securities
also may be exchanged or replaced, in whole or in part, as provided in Sections
2.08 and 2.11.  Every Security
authenticated and delivered in exchange for, or in lieu of, a Global Security
or any portion thereof, pursuant to this Section 2.07 or Section 2.08
or 2.11 hereof, shall be authenticated and delivered in the form of, and shall
be, a Global Security.  A Global Security
may not be exchanged for another Security other than as provided in this Section 2.07(a),
however, beneficial interests in a Global Security may be transferred and
exchanged as provided in Section 2.07(b) or (c).


 


(b)           Transfer and Exchange
of Beneficial Interests in the Global Securities. 
The transfer and exchange of beneficial interests in the Global
Securities will be effected through the Depositary, in accordance with the
provisions of this Indenture and the Applicable Procedures.  Transfers of beneficial interests in the
Global Securities also will require compliance with either subparagraph (1) or
(2) below, as applicable, as well as one or more of the other following
paragraphs, as applicable:


 


(1)           Transfer of Beneficial Interests in
the Same Global Security.  Beneficial interests in any
Global Security may be transferred to Persons who take delivery thereof in the
form of a beneficial interest in the same Global Security.  No written orders or instructions shall be
required to be delivered to the Registrar to effect the transfers described in
this Section 2.07(b)(1).


 


(2)           All Other Transfers and Exchanges of
Beneficial Interests in Global Securities.  In connection
with all transfers and exchanges of beneficial interests that are not subject
to Section 2.07(b)(1) above, the transferor of such beneficial
interest must deliver to the Registrar either:


 


(i)            both:


 


16

















 


(A)          a written order from a
Participant or an Indirect Participant given to the Depositary in accordance
with the Applicable Procedures directing the Depositary to credit or cause to
be credited a beneficial interest in another Global Security in an amount equal
to the beneficial interest to be transferred or exchanged; and


 


(B)           instructions given in
accordance with the Applicable Procedures containing information regarding the
Participant account to be credited with such increase; or


 


(ii)           both:


 


(A)          a written order from a
Participant or an Indirect Participant given to the Depositary in accordance
with the Applicable Procedures directing the Depositary to cause to be issued a
Definitive Security in an amount equal to the beneficial interest to be
transferred or exchanged; and


 


(B)           instructions given by the
Depositary to the Registrar containing information regarding the Person in
whose name such Definitive Security shall be registered to effect the transfer
or exchange referred to in (A) above. 
Upon satisfaction of all of the requirements for transfer or exchange of
beneficial interests in Global Securities contained in this Indenture and the
Securities or otherwise applicable under the Securities Act, the Trustee shall
adjust the principal amount of the relevant Global Security(s) pursuant to
Section 2.07(g).


 


(c)           Transfer or Exchange of
Beneficial Interests for Definitive Securities. 
If any
holder of a beneficial interest in a Global Security is entitled to exchange
such beneficial interest for a Definitive Security or to transfer such beneficial
interest to a Person who takes delivery thereof in the form of a Definitive
Security of the same series and of like tenor and principal amount of
authorized form and denomination, as specified as contemplated by Section 2.02(15),
then, upon satisfaction of the conditions set forth in Section 2.07(b)(2),
the Trustee will cause the aggregate principal amount of the applicable Global
Security to be reduced accordingly pursuant to Section 2.07(g), and the
Company will execute and the Trustee will authenticate and deliver to the
Person designated in the instructions a Definitive Security in the appropriate
principal amount.  Any Definitive
Security issued in exchange for a beneficial interest pursuant to this Section 2.07(c) will
be registered in such name or names and in such authorized denomination or
denominations as the holder of such beneficial interest requests through
instructions to the Registrar from or through the Depositary and the
Participant or Indirect Participant.  The
Trustee will deliver such Definitive Securities to the Persons in whose names
such Securities are so registered.


 


(d)           Transfer and Exchange
of Definitive Securities for Beneficial Interests.  If at any time a Holder of a Definitive Security is
entitled to exchange such Security for a beneficial interest in a Global
Security or transfer such Definitive Security to a Person who takes delivery
thereof in the form of a beneficial interest in a Global Security of the same
series and of like tenor and principal amount of authorized form and
denomination, as specified as contemplated 


 


17

















 


by
Section 2.02(15), then, upon receipt of a request for such an exchange or
transfer, the Trustee will cancel the applicable Definitive Security and
increase or cause to be increased the aggregate principal amount of one of the
appropriate Global Securities.  If any
such exchange or transfer from a Definitive Security to a beneficial interest
is effected pursuant to this paragraph (d) at a time when a Global Security
has not yet been issued, the Company will issue and, upon receipt of an
Authentication Order in accordance with Section 2.03 hereof, the Trustee
will authenticate one or more Global Securities in an aggregate principal
amount equal to the principal amount of the Definitive Security proposed to be
so exchanged or transferred.


 


(e)           Transfer and Exchange
of Definitive Securities for Definitive Securities. 
Upon request by a Holder of Definitive Securities and such Holder’s
compliance with the provisions of this Section 2.07(e), the Registrar will
register the transfer of such Holder’s Definitive Securities to a Person who
takes delivery thereof in the form of one or more Definitive Securities of the
same series, of any authorized denominations and of like aggregate principal
amount or the exchange of such Holder’s Definitive Securities for Definitive
Securities of the same series, of any authorized denominations and of like
aggregate principal amount.  Prior to such
registration of transfer or exchange, the requesting Holder must present or
surrender to the Registrar the Definitive Securities duly endorsed or
accompanied by a written instrument of transfer in form satisfactory to the
Registrar duly executed by such Holder or by its attorney, duly authorized in
writing.  A Holder of Definitive
Securities may transfer such Securities. 
Upon receipt of a request to register such a transfer, the Registrar
shall register the Definitive Securities pursuant to the instructions from the
Holder thereof.


 


(f)            Global Security Legend. 
The following legend will appear on the face of all Global Securities
issued under this Indenture unless specifically stated otherwise in the
applicable provisions of one or more indentures supplemental hereto or approved
from time to time by or pursuant to Board Resolutions in accordance with Section 2.02
of this Indenture:


 


“THIS
GLOBAL SECURITY IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE
GOVERNING THIS SECURITY) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE
BENEFICIAL OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY
CIRCUMSTANCES EXCEPT THAT (1) THE TRUSTEE MAY MAKE SUCH
NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT TO SECTION 2.07 OF THE
INDENTURE, (2) THIS GLOBAL SECURITY MAY BE EXCHANGED IN WHOLE
BUT NOT IN PART PURSUANT TO SECTION 2.07(a) OF THE INDENTURE, (3) THIS
GLOBAL SECURITY MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT
TO SECTION 2.12 OF THE INDENTURE AND (4) THIS GLOBAL SECURITY MAY BE
TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF THE
COMPANY.


 


UNLESS
AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR SECURITIES IN DEFINITIVE
FORM, THIS SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE
DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO
THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY
SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR
DEPOSITARY.  UNLESS THIS CERTIFICATE IS
PRESENTED BY AN AUTHORIZED REPRESENTATIVE 


 


18

















 


OF THE
DEPOSITORY TRUST COMPANY (55 WATER STREET, NEW YORK, NEW YORK) (“DTC”),
TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT,
AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR
SUCH OTHER NAME AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC
(AND ANY PAYMENT IS MADE TO CEDE & CO. OR SUCH OTHER ENTITY AS MAY BE
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR
OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL
INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.”


 


(g)           Cancellation and/or
Adjustment of Global Securities.  At such time
as all beneficial interests in a particular Global Security have been exchanged
for Definitive Securities or a particular Global Security has been redeemed,
repurchased or canceled in whole and not in part, each such Global Security
will be returned to or retained and canceled by the Trustee in accordance with Section 2.12.  At any time prior to such cancellation, if
any beneficial interest in a Global Security is exchanged for or transferred to
a Person who will take delivery thereof in the form of a beneficial interest in
another Global Security or for Definitive Securities, the principal amount of
Securities represented by such Global Security will be reduced accordingly and
an endorsement will be made on such Global Security by the Trustee or by the
Depositary at the direction of the Trustee to reflect such reduction; and if
the beneficial interest is being exchanged for or transferred to a Person who
will take delivery thereof in the form of a beneficial interest in another
Global Security, such other Global Security will be increased accordingly and
an endorsement will be made on such Global Security by the Trustee or by the
Depositary at the direction of the Trustee to reflect such increase.


 


(h)           General Provisions
Relating to Transfers and Exchanges.


 


(1)           To permit registrations of transfers and exchanges,
the Company will execute and the Trustee will authenticate Global Securities
and Definitive Securities upon receipt of an Authentication Order in accordance
with Section 2.03 or at the Registrar’s request.


 


(2)           No service charge will be made to a Holder of a Global
Security or to a Holder of a Definitive Security for any registration of
transfer or exchange, but the Company may require payment of a sum sufficient
to cover any transfer tax or similar governmental charge payable in connection
therewith (other than any such transfer taxes or similar governmental charge
payable upon exchange or transfer pursuant to Sections 2.11, 3.07, and 9.05
hereof).  The Registrar will not be
required to register the transfer of or exchange any Security selected for
redemption in whole or in part, except the unredeemed portion of any Security
being redeemed in part.


 


(3)           All Global Securities and Definitive Securities issued
upon any registration of transfer or exchange of Global Securities or
Definitive Securities will be the valid obligations of the Company, evidencing
the same debt, and entitled to the same benefits under this Indenture, as the
Global Securities or Definitive Securities surrendered upon such registration
of transfer or exchange.


 


19

















 


(4)           The Company will not be required:


 


(i)            to issue, to
register the transfer of or to exchange any Securities during a period
beginning at the opening of business 15 days before the day of any selection of
Securities for redemption under Section 3.03 hereof and ending at the
close of business on the day of selection;


 


(ii)           to register the
transfer of or to exchange any Security selected for redemption in whole or in
part, except the unredeemed portion of any Security being redeemed in part;


 


(iii)          to register the
transfer of or to exchange a Security between a Record Date and the next
succeeding Interest Payment Date; or


 


(iv)          to register the transfer of
any Security which has been surrendered for repayment at option of Holder,
except the portion, if any, of such Security not to be so repaid.


 


(5)           Prior to due presentment for the registration of a
transfer of any Security, the Trustee, any Agent and the Company may deem and
treat the Person in whose name any Security is registered as the absolute owner
of such Security for the purpose of receiving payment of principal of and
interest on such Securities and for all other purposes, and none of the
Trustee, any Agent or the Company shall be affected by notice to the contrary.


 


(6)           The Trustee will authenticate Global Securities and
Definitive Securities in accordance with the provisions of Section 2.03
hereof.


 


(7)           All orders and instructions required to be submitted
to the Registrar or the Company pursuant to this Section 2.07 to effect a
registration of transfer or exchange may be submitted by facsimile.


 


Section 2.08           Replacement Securities.


 


If any
mutilated Security is surrendered to the Trustee or the Company or the Trustee
receives evidence to its satisfaction of the destruction, loss or theft of any
Security, the Company will issue and the Trustee, upon receipt of an
Authentication Order, will authenticate a replacement Security if the Trustee’s
requirements are met.  If required by the
Trustee or the Company, an indemnity bond must be supplied by the Holder that
is sufficient in the judgment of the Trustee and the Company to protect the
Company, the Trustee, any Agent and any authenticating agent from any loss that
any of them may suffer if a Security is replaced.  The Company may charge for its expenses in
replacing a Security.


 


Every
replacement Security is an additional obligation of the Company and will be
entitled to all of the benefits of this Indenture equally and proportionately
with all other Securities duly issued hereunder.


 


20

















 


Notwithstanding
the provisions of the previous two paragraphs, in case any such 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.


 


Section 2.09           Outstanding Securities.


 


The
Securities “Outstanding” at any time are all the Securities authenticated by
the Trustee except for:


 


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


 


(2)           Securities, or portions thereof, for whose payment or
redemption or repayment at the option of the Holder money in the necessary
amount has been theretofore deposited with the Trustee or any Paying Agent (other
than the Company) in trust or set aside and segregated in trust by the Company
(if the Company shall act as its own Paying Agent) for the Holders of such
Securities, 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;


 


(3)           Securities, except to the extent provided in Sections
8.02 and 8.03, with respect to which the Company has effected defeasance and/or
covenant defeasance as provided in Article 8;


 


(4)           Securities which have been paid pursuant to Section 4.01
or 10.01 or in exchange for or in lieu of which other Securities have been
authenticated and delivered pursuant to this Indenture, other than any such
Securities in respect of which there shall have been presented to the Trustee
proof satisfactory to it that such Securities are held by a bona fide purchaser
in whose hands such Securities are valid obligations of the Company; and


 


(5)           Securities converted into Capital Stock  of the Company in accordance with or as contemplated by
this Indenture, if the terms of such Securities provide for convertibility as
contemplated by Section 2.02;


 


provided, however, that in determining whether the Holders of the
requisite principal amount of the Outstanding Securities have given any
request, demand, authorization, direction, notice, consent or waiver, and for
the purpose of making the calculations required by TIA § 313, (i) the
principal amount of an Original Issue Discount Security that may be counted in
making such determination or calculation and that shall be deemed to be
Outstanding for such purpose shall be equal to the amount of principal thereof
that would be (or shall have been declared to be) due and payable, at the time
of such determination, upon a declaration of acceleration of the maturity
thereof pursuant to Section 6.02, (ii) the principal amount of
any Indexed Security that may be counted in making such determination or
calculation and that shall be deemed Outstanding for such purpose shall be
equal to the principal face amount of such Indexed Security at original
issuance, unless otherwise provided with respect to such Security as
contemplated by Section 2.02, and (iii) Securities owned by
the Company or any other obligor upon the Securities or any 


 


21

















 


Affiliate of the Company or of such other obligor
shall be disregarded and deemed not to be Outstanding to the extent provided in
Section 2.10.


 


Section 2.10           Treasury Securities.


 


In
determining whether the Holders of the requisite principal amount of
Outstanding Securities have given any request, demand, authorization,
direction, notice, waiver or consent, and for the purpose of making the
calculations required by TIA § 313, Securities owned by the Company or any
other obligor upon the Securities or any Affiliate of the Company or of such
other obligor shall be disregarded and deemed not to be Outstanding, except
that in determining whether the Trustee shall be protected in making such
calculation or in relying upon any such request, demand, authorization,
direction, notice, consent or waiver, only Securities which the Trustee knows
to be so owned shall be so disregarded. 
Securities so owned which have been pledged in good faith may be
regarded as Outstanding if the pledgee establishes to the satisfaction of the
Trustee the pledgee’s right so to act with respect to such Securities and that
the pledgee is not the Company or any other obligor upon the Securities or any
Affiliate of the Company or of such other obligor.


 


Section 2.11           Temporary Securities.


 


Until
certificates representing Securities are ready for delivery, the Company may
prepare and the Trustee, upon receipt of an Authentication Order, will
authenticate temporary Securities. 
Temporary Securities will be substantially in the form of certificated
Securities but may have variations that the Company consider appropriate for
temporary Securities and as may be reasonably acceptable to the Trustee.  Without unreasonable delay, the Company will
prepare and the Trustee will authenticate definitive Securities in exchange for
temporary Securities.


 


Holders
of temporary Securities will be entitled to all of the benefits of this
Indenture.


 


Section 2.12           Cancellation.


 


The
Company at any time may deliver Securities to the Trustee for
cancellation.  The Registrar and Paying
Agent will forward to the Trustee any Securities surrendered to them for
registration of transfer, exchange or payment. 
The Trustee and no one else will cancel all Securities surrendered for
registration of transfer, exchange, payment, replacement or cancellation and
will dispose of canceled Securities (subject to the record retention
requirement of the Exchange Act).  The
Company may not issue new Securities to replace Securities that they have paid
or that have been delivered to the Trustee for cancellation, except for
replacement Securities for mutilated Securities pursuant to Section 2.08
hereof.


 


Section 2.13           Defaulted Interest.


 


If the
Company defaults in a payment of interest on the Securities of any series, it
will pay the defaulted interest in any lawful manner plus, to the extent
lawful, interest payable on the defaulted interest, to the Persons who are
Holders of Securities of that series on a subsequent special record date, in
each case at the rate provided in the Securities of that series and in Section 4.01
hereof.  The Company will notify the
Trustee in writing of the amount of defaulted interest 


 


22
















 


proposed to be paid on each Security of that series
and the date of the proposed payment. 
The Company will fix or cause to be fixed each such special record date
and payment date, provided that
no such special record date may be less than 10 days prior to the related
payment date for such defaulted interest. 
At least 15 days before the special record date, the Company (or, upon
the written request of the Company, the Trustee in the name and at the expense
of the Company) will mail or cause to be mailed to Holders of Securities of
that series a notice that states the special record date, the related payment
date and the amount of such interest to be paid on such Securities.


 


ARTICLE  3


 


REDEMPTION AND PREPAYMENT


 


Section 3.01           Applicability of Article.


 


Securities
of any series which are redeemable before their maturity shall be redeemable in
accordance with their terms and (except as otherwise specified as contemplated
by Section 2.02 for Securities of any series) in accordance with this
Article.


 


Section 3.02           Notices to Trustee.


 


The
election of the Company to redeem or purchase in an offer to purchase
Securities of any series shall be evidenced by a Board Resolution.  The Company shall, at least 45 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 that series to be redeemed by delivering
to the Trustee an Officers’ Certificate setting forth:


 


(1)           the paragraph of the Securities and/or Section of
this Indenture or any indenture supplemental hereto pursuant to which the
redemption shall occur;


 


(2)           the redemption date, and if such redemption date is
conditional, a description of the event upon which it is conditioned;


 


(3)           the principal amount of Securities of that series to
be redeemed, plus accrued interest and Additional Amounts, if any, to the
redemption date; and


 


(4)           the redemption price, including any make-whole amount
or premium, if applicable.


 


Section 3.03           Selection of Securities to Be Redeemed.


 


If
less than all of the Securities of any series are to be redeemed or purchased
in an offer to purchase at any time, the Trustee will select the particular
Securities for redemption or purchase from the Outstanding Securities of that
series not previously called for redemption, as follows:


 


23

















 


(1)           if the Securities of that series are listed on any
national securities exchange, in compliance with the requirements of the
principal national securities exchange on which such Securities are listed; or


 


(2)           if the Securities of that series are not listed on any
national securities exchange, on a pro rata basis,
by lot or by such other method as the Trustee shall deem fair and appropriate.


 


In the
event of partial redemption by lot, the particular Securities to be redeemed
will be selected, unless otherwise provided in this Indenture, not less than 30
nor more than 60 days prior to the redemption date by the Trustee.


 


The
Trustee will promptly notify the Company in writing of the Securities selected
for redemption or purchase and, in the case of any Security selected for
partial redemption or purchase, the principal amount thereof to be redeemed or
purchased.  Securities and portions of
Securities of any series selected will be in amounts equal to the minimum
authorized denomination for Securities of that series or any integral multiple
thereof; provided, however, that if all of the
Outstanding Securities of a Holder are to be redeemed or purchased, the entire
amount of such Securities held by such Holder, even if not a multiple of the
minimum authorized denomination for Securities of that series, shall be
redeemed or purchased.  Except as
provided in the preceding sentence, provisions of this Indenture that apply to
Securities called for redemption or purchase also apply to portions of
Securities called for redemption or purchase.


 


Section 3.04           Notice of Redemption.


 


At
least 30 days but not more than 60 days before a redemption date, unless a
shorter period is specified by the terms of that series as contemplated by Section 2.02,
the Company will mail or cause to be mailed, by first class mail, a notice of
redemption to each Holder whose Securities are to be redeemed at its registered
address, except that redemption notices may be mailed more than 60 days prior
to a redemption date if the notice is issued in connection with a defeasance of
the Securities or a satisfaction and discharge of this Indenture pursuant to Article 8
or 11 of this Indenture.  Any notice that
is mailed to the Holders of Securities in the manner herein provided shall be
conclusively presumed to have been duly given, whether or not the Holder
receives such notice.


 


The
notice will identify the Securities to be redeemed and will state:


 


(1)           the redemption date, and if such redemption date is
conditional, a description of the event upon which it is conditioned;


 


(2)           the redemption price, including the accrued interest
and Additional Amounts, if any, to the redemption date and any make-whole
amount or premium, if applicable;


 


(3)           if any Security is being redeemed in part, the portion
of the principal amount of such Security to be redeemed and that, after the
redemption date upon surrender of such Security, a new Security or Securities
of the same series and tenor in 


 


24

















 


principal amount equal to the unredeemed portion will
be issued upon cancellation of the original Security;


 


(4)           the name and address of the Paying Agent;


 


(5)           that Securities called for redemption must be
surrendered to the Paying Agent at the Place of Payment to collect the
redemption price or to convert (if applicable);


 


(6)           that, unless the Company defaults in making such
redemption payment, interest on Securities called for redemption ceases to
accrue on and after the redemption date;


 


(7)           the paragraph of the Securities and/or Section of
this Indenture or any indenture supplemental hereto pursuant to which the
Securities called for redemption are being redeemed;


 


(8)           that no representation is made as to the correctness
or accuracy of the CUSIP number, if any, listed in such notice or printed on
the Securities;


 


(9)           that the redemption is for a sinking fund, if
applicable; and


 


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


 


At the
Company’s request, the Trustee will give the notice of redemption in the
Company’s name and at its expense; provided,
however, that the Company has
delivered to the Trustee, at least 45 days (or such shorter period of time as
is satisfactory to the Trustee) prior to the redemption date, an Officers’
Certificate requesting that the Trustee give such notice and setting forth the
information to be stated in such notice as provided in the preceding paragraph.


 


Section 3.05           Effect of Notice of Redemption.


 


Once
notice of redemption is mailed in accordance with Section 3.04 hereof,
Securities called for redemption become irrevocably due and payable on the
redemption date at the redemption price therein specified.  A notice of redemption may be conditioned
upon the happening of an event, provided such event is described in the
redemption notice.


 


Section 3.06           Deposit of Redemption or Purchase Price.


 


On the
redemption or purchase date, the Company will deposit with the Trustee or with
the Paying Agent money in the currency or currencies, currency unit or units or
composite currency or currencies in which the Securities are payable sufficient
to pay the redemption or purchase price of and accrued interest and Additional
Amounts, if any, on all Securities to be redeemed or purchased on that
date.  The Trustee or the Paying Agent
will promptly return to the Company any money deposited with the Trustee or the
Paying Agent by the Company in excess 


 


25

















 


of the amounts necessary to pay the redemption or
purchase price of, and accrued interest and Additional Amounts, if any, on, all
Securities to be redeemed or purchased.


 


If the
Company complies with the provisions of the preceding paragraph, on and after
the redemption or purchase date, interest will cease to accrue on the
Securities or the portions of Securities called for redemption or
purchase.  If a Security is redeemed or
purchased on or after a Record Date but on or prior to the related Interest
Payment Date, then any accrued and unpaid interest shall be paid to the Person
in whose name such Security was registered at the close of business on such
Record Date; provided, however,
that except as otherwise provided with respect to Securities convertible into
Capital Stock of the Company, installments of interest on Securities whose
maturity is on or prior to the redemption date shall be payable to the Holders
of such Securities, or one or more predecessor Securities, registered as such at
the close of business on the relevant Record Dates according to the terms and
provisions of Section 2.02.  If any
Security called for redemption or purchase is not so paid upon surrender for
redemption or purchase because of the failure of the Company to comply with the
preceding paragraph, interest shall be paid on the unpaid principal, from the
redemption or purchase date until such principal is paid, and to the extent
lawful on any interest not paid on such unpaid principal, in each case at the
rate provided in the Securities and in Section 4.01 hereof.


 


Section 3.07           Securities Redeemed or Purchased in Part.


 


Upon
surrender of a Security of a series that is redeemed or purchased in part at a
Place of Payment therefor (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), the Company will issue and, upon receipt of an Authentication
Order, the Trustee will authenticate for the Holder at the expense of the
Company a new Security of the same series of any authorized denomination as
requested by the Holder in an aggregate principal amount equal to and in
exchange for the unredeemed or unpurchased portion of the principal of the
Security so surrendered.


 


Section 3.08           Conversion Arrangement on Call for Redemption.


 


In
connection with any redemption of Securities, the Company may arrange for the
purchase and conversion of any Securities called for redemption by an agreement
with one or more investment bankers or other purchasers to purchase such
Securities by paying to the Trustee or the Paying Agent in trust for the
Holders of Securities, on or before 10:00 a.m. Eastern Time on the
redemption date, an amount not less than the redemption price, together with
interest, if any, accrued to the redemption date of such Securities, in
immediately available funds. 
Notwithstanding anything to the contrary contained in this Article 3,
the obligation of the Company to pay the redemption price of such Securities,
including all accrued interest, if any, shall be deemed to be satisfied and
discharged to the extent such amount is so paid by such purchasers.  If such an agreement is entered into, any
Securities not duly surrendered for conversion by the Holders thereof may, at
the option of the Company, be deemed, to the fullest extent permitted by law,
acquired by such purchasers from such Holders and surrendered by such
purchasers for conversion, all as of immediately prior to the close of business
on the last day on which Securities of that series called for redemption may be
converted in accordance with this Indenture and the terms of such Securities,
subject to payment to the Trustee or Paying Agent of 


 


26

















 


the above-described amount.  The Trustee or the Paying Agent shall hold
and pay to the Holders whose Securities are selected for redemption any such
amount paid to it in the same manner as it would pay moneys deposited with it
by the Company for the redemption of Securities.  Without the Trustee’s and the Paying Agent’s
prior written consent, no arrangement between the Company and such purchasers
for the purchase and conversion of any Securities shall increase or otherwise
affect any of the powers, duties, responsibilities or obligations of the
Trustee and the Paying Agent as set forth in this Indenture, and the Company
agrees to indemnify the Trustee and the Paying Agent from, and hold them harmless
against, any loss, liability or expense owing out of or in connection with any
such arrangement for the purchase and conversion of any Securities between the
Company and such purchasers, including the costs and expenses incurred by the
Trustee and the Paying Agent (including the fees and expenses of their agents
and counsel) in the defense of any claim or liability arising out of or in
connection with the exercise or performance of any of their powers, duties,
responsibilities or obligations under this Indenture.


 


ARTICLE  4


 


COVENANTS


 


Section 4.01           Payment of Securities.


 


The
Company will pay or cause to be paid the principal of, premium, if any, and
interest and Additional Amounts, if any, on the Securities of each series on
the dates, in the currency or currency unit and in the manner provided in the
terms of that series of Securities and this Indenture.  Principal, premium, if any, and interest and
Additional Amounts, if any, will be considered paid on the date due if the
Paying Agent, if other than the Company or a Subsidiary thereof, holds as of
10:00 a.m. Eastern Time on the due date money deposited by the Company in
immediately available funds and designated for and sufficient to pay all
principal, premium, if any, and interest then due.


 


The
Company will pay interest (including post-petition interest in any proceeding
under any Bankruptcy Law) on overdue principal at the rate equal to 1% per
annum in excess of the then applicable interest rate on the Securities of the
applicable series to the extent lawful; the Company will pay interest
(including post-petition interest in any proceeding under any Bankruptcy Law)
on overdue installments of interest and Additional Amounts (without regard to
any applicable grace period) at the same rate to the extent lawful.


 


Section 4.02           Maintenance of Office or Agency.


 


The
Company will maintain in each Place of Payment for Securities of any series an
office or agency (which may be an office of the Trustee or an affiliate of the
Trustee, Registrar or co-registrar) where Securities of that series may be
presented or surrendered for payment or conversion, where Securities of that
series may be surrendered for registration of transfer or for exchange and
where notices and demands to or upon the Company in respect of the Securities
of that series and this Indenture may be served.  The Company will give prompt written notice
to the Trustee of the location, and any change in the location, of such office
or agency.  If at any time the Company
fails to maintain any such required office or agency or fail 


 


27

















 


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.


 


The
Company may also from time to time designate one or more other offices or
agencies where the Securities of any 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 will in any manner relieve the Company
of its obligation to maintain an office or agency in the Place of Payment for
such purposes.  The Company will give
prompt written notice to the Trustee of any such designation or rescission and
of any change in the location of any such other office or agency.


 


Unless
otherwise specified with respect to Securities of any series as contemplated by
Section 2.02, the Company hereby designates as a Place of Payment for each
series of Securities the Corporate Trust Office of the Trustee in the Borough
of Manhattan in the City of New York as one such office or agency of the
Company in accordance with Section 2.04 hereof.


 


Section 4.03           Reports.


 


The
Company shall file with the Trustee, within 15 days after the Company is
required to file the same with the Commission, copies of the annual reports and
of the information, documents, and other reports (or copies of such portions of
any of the foregoing as the Commission may from time to time by rules and
regulations prescribe) which the Company may be required to file with the
Commission pursuant to Section 13 or Section 15(d) of the
Exchange Act.  The Company also shall
comply with the other provisions of TIA § 314(a).


 


Section 4.04           Compliance Certificate.


 


(a)           The Company shall deliver to the Trustee,
within 120 days after the end of each fiscal year, an Officers’ Certificate
stating that a review of the activities of the Company and its Subsidiaries
during the preceding fiscal year has been made under the supervision of the
signing Officers with a view to determining whether the Company has kept,
observed, performed and fulfilled its obligations under this Indenture, and
further stating, as to each such Officer signing such certificate, that to the
best of his or her knowledge, the Company has kept, observed, performed and
fulfilled each and every covenant contained in this Indenture and is not in
default in the performance or observance of any of the terms, provisions and
conditions of this Indenture (or, if a Default or Event of Default has
occurred, describing all such Defaults or Events of Default of which he or she
may have knowledge and what action the Company is taking or proposes to take
with respect thereto).


 


(b)           So long as any of the Securities are
outstanding, the Company will deliver to the Trustee, forthwith upon any
Officer becoming aware of any Default or Event of Default, an Officers’
Certificate specifying such Default or Event of Default and what action the
Company is taking or propose to take with respect thereto.


 


28

















 


Section 4.05           Additional Amounts.


 


If any
Securities of a series provide for the payment of Additional Amounts, the
Company will pay to the Holder of any Security of that series Additional
Amounts as may be specified as contemplated by Section 2.02.  Whenever in this Indenture there is mentioned
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 that
series established pursuant to Section 2.02 to the extent that, in such
context, Additional Amounts are, were or would be payable in respect thereof
pursuant to such terms and express mention of the payment of Additional Amounts
(if applicable) in any provisions hereof shall not be construed as excluding
Additional Amounts in those provisions hereof where such express mention is not
made.


 


Except
as otherwise specified as contemplated by Section 2.02, if the Securities
of a series provide for the payment of Additional Amounts, at least 10 days
prior to the first interest payment date with respect to that series of
Securities (or if the Securities of that series will not bear interest prior to
maturity, the first day on which a payment of principal and any premium is
made), and at least 10 days prior to each date of payment of principal and any
premium or interest if there has been any change with respect to the matters
set forth in the below-mentioned Officers’ Certificate, the Company will
furnish the Trustee and the Company’s principal Paying Agent or Paying Agents,
if other than the Trustee, with an Officers’ Certificate instructing the
Trustee and such Paying Agent or Paying Agents whether such payment of
principal of and any premium or interest on the Securities of that series shall
be made to Holders of Securities of that series who are not United States
persons without withholding for or on account of any tax, assessment or other
governmental charge described in the Securities of the series.  If any such withholding shall be required,
then such Officers’ Certificate shall specify by country the amount, if any,
required to be withheld on such payments to such Holders of Securities of that
series and the Company will pay to the Trustee or such Paying Agent the
Additional Amounts required by the terms of such Securities.  In the event that the Trustee or any Paying
Agent, as the case may be, shall not so receive the above-mentioned
certificate, then the Trustee or such Paying Agent shall be entitled (i) to
assume that no such withholding or deduction is required with respect to any payment
of principal or interest with respect to any Securities of a series until it
shall have received a certificate advising otherwise and (ii) to
make all payments of principal and interest with respect to the Securities of a
series without withholding or deductions until otherwise advised.  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 or in reliance on any Officers’ Certificate furnished pursuant to this Section or
in reliance on the Company’s not furnishing such an Officers’ Certificate.


 


Section 4.06           Corporate Existence.


 


Except
as permitted by Article 5, the Company and its Subsidiaries shall do all
things necessary to preserve and keep their existence, rights and franchises; provided, however, that
the existence of a Subsidiary may be terminated if the Board of Directors of
the Company determines that it is in the best interests of the Company to do
so.


 


29

















 


ARTICLE  5


 


SUCCESSORS


 


Section 5.01           Merger, Consolidation, or Sale of Assets.


 


The
Company may not, directly or indirectly: (1) consolidate or merge
with or into another Person (whether or not the Company is the surviving
corporation); or (2) sell, assign, transfer, convey, lease or
otherwise dispose of all or substantially all of the properties or assets of
the Company and its Subsidiaries taken as a whole, in one or more related
transactions, to another Person; unless:


 


(1)           either:


 


(i)            the Company is
the surviving corporation; or


 


(ii)           the Person
formed by or surviving any such consolidation or merger (if other than the
Company) or to which such sale, assignment, transfer, conveyance or other
disposition has been made is organized or existing under the laws of the United
States, any state of the United States or the District of Columbia;


 


(2)           the Person formed by or surviving any such
consolidation or merger (if other than the Company) or the Person to which such
sale, assignment, transfer, conveyance or other disposition has been made
assumes all the obligations of the Company under the Securities and this
Indenture pursuant to agreements reasonably satisfactory to the Trustee; and


 


(3)           immediately after such transaction, on a pro forma
basis giving effect to such transaction or series of transactions (and treating
any obligation of the Company or any Subsidiary incurred in connection with or
as a result of such transaction or series of transactions as having been
incurred at the time of such transaction), no Default or Event of Default
exists.


 


Section 5.02           Successor Substituted.


 


Upon
any consolidation or merger, or any sale, assignment, transfer, conveyance,
transfer or other disposition of all or substantially all of the properties or
assets of the Company in accordance with Section 5.01, the successor
Person formed by such consolidation or into which the Company is merged or to
which such sale, assignment, transfer, conveyance 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 initially had been named as the Company herein.  Such successor thereupon may cause to be
signed, and may issue either in its own name or in the name of the Company, any
or all of the Securities issuable hereunder which theretofore shall not have
been signed by the Company and delivered to the Trustee; and, upon the order of
such successor, instead of the Company, and subject to all the terms,
conditions and limitations in this Indenture prescribed, the Trustee shall
authenticate and shall deliver any Securities which previously shall have been
signed and delivered by the 


 


30

















 


Officers of the Company to the Trustee for
authentication, and any Securities which such successor thereafter shall cause
to be signed and delivered to the Trustee for that purpose.  All the Securities so issued shall in all
respects have the same legal rank and benefit under this Indenture as the
Securities theretofore or thereafter issued in accordance with the terms of
this Indenture as though all of such Securities had been issued at the date of
the execution hereof.


 


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


 


When a
successor assumes all the obligations of its predecessor under this Indenture
and the Securities following a consolidation or merger, or any sale,
assignment, transfer, conveyance, transfer or other disposition of all or
substantially all of the assets of the predecessor in accordance with the
foregoing provisions, the predecessor shall be released from those obligations.


 


ARTICLE  6


 


DEFAULTS AND REMEDIES


 


Section 6.01           Events of Default.


 


Each
of the following is an “Event of Default” wherever used herein with respect to
any particular series of Securities:


 


(1)           the Company does not pay the principal or any premium
on any Security of that series when due and payable;


 


(2)           the Company does not pay interest on any Security of
that series within 30 days after the applicable due date;


 


(3)           the Company or its Subsidiaries fail to deposit any
sinking fund payment, when and as due by the terms of any Security of that
series;


 


(4)           the Company fails to comply with the provisions of Section 4.03
and such failure continues uncured or unwaived for a period of 180 days after
it receives a notice of Default stating the Company is in breach.  Either the Trustee or the Holders of more
than 25% in aggregate principal amount of the Securities of that series then
Outstanding may send the notice.


 


(5)           the Company or its Subsidiaries remain in breach of
any other term of this Indenture (other than a term that has been included in
this Indenture solely for the benefit of series of Securities other than that
series) for 90 days after they receive a notice of Default stating they are in
breach.  Either the Trustee or the
Holders of more than 25% in aggregate principal amount of the Securities of
that series then Outstanding may send the notice;


 


31

















 


(6)           the Company or any of its Significant Subsidiaries, or
any group of Subsidiaries that, taken as a whole, would constitute a
Significant Subsidiary:


 


(i)            commences a
voluntary case;


 


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


 


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


 


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


 


(v)           generally is
not paying its debts as they become due;


 


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


 


(i)            is for relief
against the Company or any of its Significant Subsidiaries, or any group of
Subsidiaries that, taken as a whole, would constitute a Significant Subsidiary,
in an involuntary case;


 


(ii)           appoints a
custodian of the Company or any of its Significant Subsidiaries, or any group
of Subsidiaries that, taken as a whole, would constitute a Significant Subsidiary,
or for all or substantially all of the property of the Company or any of its
Significant Subsidiaries, or any group of Subsidiaries that, taken as a whole,
would constitute a Significant Subsidiary; or


 


(iii)          orders the
liquidation of the Company or any of its Significant Subsidiaries, or any group
of Subsidiaries that, taken as a whole, would constitute a Significant
Subsidiary;


 


and the order or decree
remains unstayed and in effect for 60 consecutive days; or


 


(8)           any other Event of Default provided with respect to
Securities of that series as contemplated by Section 2.02.


 


Section 6.02           Acceleration.


 


In the
case of an Event of Default specified in clause (6) or (7) of Section 6.01,
with respect to the Company or any of its Significant Subsidiaries or any group
of Subsidiaries that, taken as a whole, would constitute a Significant
Subsidiary, the principal amount (or, if any Securities are Original Issue
Discount Securities or Indexed Securities, such portion of the principal as may
be specified in the terms thereof) of and accrued and unpaid interest, if any,
on all of the Outstanding Securities will become due and payable immediately
without further action or notice.  If any
other Event of Default with respect to Securities of any series at the time
Outstanding occurs and has not been cured, the Trustee or the Holders of at
least 25% in aggregate principal amount of the Securities of that series then
Outstanding may declare the 


 


32
















 


entire principal amount (or specified amount) of and
accrued and unpaid interest, if any, on all of the Securities of that series to
be due and immediately payable by written notice to the Company and the
Trustee.  Upon any such declaration, such
principal amount (or specified amount) of and accrued and unpaid interest, if
any, on all of the Securities of that series shall become due and payable
immediately.  The Holders of a majority
in aggregate principal amount of the Securities of that series then Outstanding
by written notice to the Trustee may on behalf of all of the Holders rescind
and annul an acceleration and its consequences if the rescission or annulment
would not conflict with any judgment or decree and if all existing Events of
Default (except nonpayment of principal, interest or premium that has become
due solely because of the acceleration) have been cured or waived.


 


Section 6.03         Other Remedies.


 


If an
Event of Default occurs and is continuing with respect to Securities of any
series at the time Outstanding, the Trustee may pursue any available remedy to
collect the payment of principal, premium and Additional Amounts, if any, and
interest on the Securities of that series or to enforce the performance of any
provision of the Securities of that series or this Indenture.


 


The
Trustee may maintain a proceeding even if it does not possess any of the
Securities of that series or does not produce any of them in the
proceeding.  A delay or omission by the
Trustee or any Holder of a Security of that series in exercising any right or
remedy accruing upon an Event of Default shall not impair the right or remedy
or constitute a waiver of or acquiescence in the Event of Default.  All remedies are cumulative to the extent
permitted by law.


 


Section 6.04         Waiver of Past Defaults.


 


Holders
of not less than a majority in aggregate principal amount of the then
Outstanding Securities of any series by notice to the Trustee may on behalf of
the Holders of all of the Securities of that series waive an existing Default
or Event of Default and its consequences hereunder, except a continuing Default
or Event of Default in the payment of the principal of, premium and Additional
Amounts, if any, or interest on, the Securities of that series (excluding in
connection with an offer to purchase) or in respect of a covenant or provision
of this Indenture which under Article 9 may not be modified or amended
without the consent of the Holder of each Outstanding Security of the affected
series; provided, however, that the Holders of a majority in
aggregate principal amount of the then Outstanding Securities of that series
may rescind an acceleration and its consequences, including any related payment
default that resulted from such acceleration as provided in Section 6.02.  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 6.05         Control by Majority.


 


Holders
of a majority in aggregate principal amount of the Securities of any series
then Outstanding may direct the time, method and place of conducting any
proceeding for


 


33

















 


exercising any remedy available to the Trustee or
exercising any trust or power conferred on it with respect to the Securities of
that series.  However, the Trustee may
refuse to follow any direction that conflicts with law or this Indenture that
the Trustee determines may be unduly prejudicial to the rights of other Holders
of Securities of that series or to the Holders of the Securities of any other
series or that may involve the Trustee in personal liability.


 


Section 6.06         Limitation on Suits.


 


A
Holder of a Security of any series may pursue a remedy with respect to this
Indenture or the Securities of that series only if:


 


(1)           such Holder has given the Trustee
written notice that an Event of Default has occurred and remains uncured;


 


(2)           the Holders of at least 25% of the
aggregate principal amount of all Outstanding Securities of that series have
made a written request that the Trustee take action because of the Default, and
offered reasonable indemnity to the Trustee against the cost and other
liabilities of taking that action;


 


(3)           the Trustee has not taken action for
60 days after receipt of the notice and offer of indemnity; and


 


(4)           the Holders of at least a majority in
aggregate principal amount of all Outstanding Securities of that series have
not given the Trustee a direction inconsistent with such request within such
60-day period.


 


A
Holder of any Security of any series may not use this Indenture to prejudice
the rights of another Holder of a Security of that series or to obtain a
preference or priority over another Holder of a Security of that series.


 


Section 6.07         Rights of Holders of Securities to
Receive Payment.


 


Notwithstanding
any other provision of this Indenture, the right of any Holder of any Security
to receive payment of principal, premium and Additional Amounts, if any, and
interest on such Security, on or after the respective due dates expressed in
such Security (excluding in connection with an offer to purchase), or to bring
suit for the enforcement of any such payment on or after such respective dates,
shall not be impaired or affected without the consent of such Holder, except
with respect to amounts due and payable to the holders of Senior Indebtedness,
to the extent required by Article 12.


 


Section 6.08         Collection Suit by Trustee.


 


If an
Event of Default specified in Section 6.01(1), (2) or (3) occurs
and is continuing with respect to the Securities of any series, the Trustee is
authorized to recover judgment in its own name and as trustee of an express
trust against the Company for the whole amount of principal (including any
sinking fund payment), premium and Additional Amounts, if any, and interest
remaining unpaid on the Securities of that series and interest on overdue
principal and, to the extent lawful, interest and such further amount as shall
be sufficient to cover


 


34

















 


the costs and expenses of collection, including the
reasonable compensation, expenses, disbursements and advances of the Trustee,
its agents and counsel.


 


Section 6.09         Trustee May File Proofs of Claim.


 


The
Trustee is authorized to file such proofs of claim and other papers or
documents as may be necessary or advisable in order to have the claims of the
Trustee (including any claim for the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel) and the
Holders of the Securities of any series allowed in any judicial proceedings
relative to the Company or any other obligor upon the Securities of that
series, their creditors or their property and shall be entitled and empowered
to collect, receive and distribute any money or other property payable or
deliverable on any such claims and any custodian in any such judicial
proceeding is hereby authorized by each Holder of Securities of that series to
make such payments to the Trustee, and in the event that the Trustee shall
consent to the making of such payments directly to the Holders of Securities of
that series, 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 7.07
hereof.  To the extent that the payment
of any such compensation, expenses, disbursements and advances of the Trustee,
its agents and counsel, and any other amounts due the Trustee under Section 7.07
hereof out of the estate in any such proceeding, shall be denied for any
reason, payment of the same shall be secured by a Lien on, and shall be paid
out of, any and all distributions, dividends, money, securities and other
properties that the Holders of Securities of that series may be entitled to
receive in such proceeding whether in liquidation or under any plan of
reorganization or arrangement or otherwise. 
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 6.10         Priorities.


 


If the
Trustee collects any money pursuant to this Article 6, it shall pay out
the money in the following order:


 


First:  to the Trustee, its agents and
attorneys for amounts due under Section 7.07 hereof, including payment of
all compensation, expense and liabilities incurred, and all advances made, by
the Trustee and the costs and expenses of collection;


 


Second:  to Holders of
Securities in respect of which or for the benefit of which such money has been
collected for amounts due and unpaid on such Securities for principal, premium
and Additional Amounts, if any, and interest, ratably, without preference or
priority of any kind, according to the amounts due and payable on such
Securities for principal, premium and Additional Amounts, if any, and interest,
respectively; and


 


Third:  to the Company or to such party
as a court of competent jurisdiction shall direct.


 


35

















 


The
Trustee may fix a record date and payment date for any payment to Holders of
Securities pursuant to this Section 6.10.


 


Section 6.11         Undertaking for Costs.


 


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, a
court in its discretion may require the filing by any party litigant in the
suit of an undertaking to pay the costs of the suit, and the court in its
discretion may assess reasonable costs, including reasonable attorneys’ fees,
against any party litigant in the suit, having due regard to the merits and
good faith of the claims or defenses made by the party litigant.  This Section 6.11 does not apply to a
suit by the Trustee, a suit by a Holder of a Security pursuant to Section 6.07
hereof, or a suit by Holders of more than 10% in principal amount of the then
Outstanding Securities of any series.


 


ARTICLE  7


 


TRUSTEE


 


Section 7.01         Duties of Trustee.


 


(a)           If an Event of
Default with respect to the Securities of any series has occurred and is
continuing, the Trustee will exercise such of the rights and powers vested in
it by this Indenture, and use the same degree of care and skill in its
exercise, as a prudent person would exercise or use under the circumstances in
the conduct of such person’s own affairs.


 


(b)           Except during the
continuance of an Event of Default:


 


(1)           the duties of the Trustee will be
determined solely by the express provisions of this Indenture and the Trustee
need perform only those duties that are specifically set forth in this
Indenture and no others, and no implied covenants or obligations shall be read
into this Indenture against the Trustee; and


 


(2)           in the absence of bad faith on its
part, the Trustee may conclusively rely, as to the truth of the statements and
the correctness of the opinions expressed therein, upon certificates or
opinions furnished to the Trustee and conforming to the requirements of this
Indenture.  However, the Trustee will
examine the certificates and opinions to determine whether or not they conform
to the requirements of this Indenture.


 


(c)           The Trustee may not
be relieved from liabilities for its own negligent action, its own negligent
failure to act, or its own willful misconduct, except that:


 


(1)           this paragraph does not limit the
effect of paragraph (b) of this Section 7.01;


 


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


 


36

















 


(3)           the Trustee will not be liable with
respect to any action it takes or omits to take in good faith in accordance
with a direction received by it pursuant to Section 6.05.


 


(d)           Whether or not
therein expressly so provided, every provision of this Indenture that in any
way relates to the Trustee is subject to paragraphs (a), (b), and
(c) of this Section 7.01.


 


(e)           No provision of this
Indenture will require the Trustee to expend or risk its own funds or incur any
liability.  The Trustee will be under no
obligation to exercise any of its rights and powers under this Indenture at the
request of any Holder, unless such Holder has offered to the Trustee security
and indemnity satisfactory to it against any loss, liability or expense.


 


(f)            The Trustee will
not be liable for interest on any money received by it except as the Trustee
may agree in writing with the Company. 
Money held in trust by the Trustee need not be segregated from other
funds except to the extent required by law.


 


(g)           Whether or not therein expressly so
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.


 


Section 7.02         Rights of Trustee.


 


(a)           The Trustee may
conclusively rely upon any document (whether original or facsimile) believed by
it to be genuine and to have been signed or presented by the proper
Person.  The Trustee need not investigate
any fact or matter stated in the document.


 


(b)           Before the Trustee
acts or refrains from acting, it may require an Officers’ Certificate or an
Opinion of Counsel or both.  The Trustee
will not be liable for any action it takes or omits to take in good faith in
reliance on such Officers’ Certificate or Opinion of Counsel.  The Trustee may consult with counsel and the
written advice of such counsel or any Opinion of Counsel will be full and
complete authorization and protection from liability in respect of any action
taken, suffered or omitted by it hereunder in good faith and in reliance
thereon.


 


(c)           The Trustee may act
through its attorneys and agents and will not be responsible for the misconduct
or negligence of any agent appointed with due care unless the Trustee was
negligent in acting through its attorneys and agents.


 


(d)           The Trustee will not
be liable for any action it takes or omits to take in good faith that it
believes to be authorized or within the rights or powers conferred upon it by
this Indenture.


 


(e)           Unless otherwise
specifically provided in this Indenture, any demand, request, direction or
notice from the Company will be sufficient if signed by an Officer of the
Company.


 


(f)            The Trustee will be
under no obligation to exercise any of the rights or powers vested in it by
this Indenture at the request or direction of any of the Holders unless such
Holders


 


37

















 


have
offered to the Trustee reasonable security or indemnity against the costs,
expenses and liabilities that might be incurred by it in compliance with such
request or direction.


 


Section 7.03         Individual Rights of Trustee.


 


The
Trustee in its individual or any other capacity may become the owner or pledgee
of Securities and may otherwise deal with the Company or any Affiliate of the
Company with the same rights it would have if it were not Trustee.  However, in the event that the Trustee
acquires any conflicting interest it must eliminate such conflict within 90
days, apply to the Commission for permission to continue as trustee or
resign.  Any Agent may do the same with
like rights and duties.  The Trustee is
also subject to Sections 7.10 and 7.11 hereof.


 


Section 7.04         Trustee’s Disclaimer.


 


The
Trustee will not be responsible for and makes no representation as to the
validity or adequacy of this Indenture or the Securities, it shall not be
accountable for the Company’s use of the proceeds from the Securities or any
money paid to the Company or upon the Company’s direction under any provision
of this Indenture, it will not be responsible for the use or application of any
money received by any Paying Agent other than the Trustee, and it will not be
responsible for any statement or recital herein or any statement in the
Securities or any other document in connection with the sale of the Securities
or pursuant to this Indenture other than its certificate of authentication.


 


Section 7.05         Notice of Defaults.


 


If a
Default or Event of Default occurs and is continuing with respect to the
Securities of any series and if it is known to the Trustee, the Trustee will
mail to Holders of Securities of that series a notice of the Default or Event
of Default within 90 days after it occurs, unless such default shall have been
cured or waived.  Except in the case of a
Default or Event of Default in payment of principal of, premium or Additional
Amounts, if any, or interest on any Security, the Trustee may withhold the notice
if and so long as a committee of its Responsible Officers in good faith
determines that withholding the notice is in the interests of the Holders of
the Securities of that series.


 


Section 7.06         Reports by Trustee to Holders of the
Securities.


 


(a)           Within 120 days
after the end of each fiscal year beginning with the end of the fiscal year
following the date of this Indenture, and for so long as Securities of any
series remain Outstanding, the Trustee will mail to all Holders of the
Securities of that series a brief report dated as of such reporting date that
complies with TIA § 313(a) (but if no event described in TIA § 313(a) has
occurred within the twelve months preceding the reporting date, no report need
be transmitted).  The Trustee also will
comply with TIA § 313(b)(2).  The Trustee
will also transmit by mail all reports as required by TIA § 313(c).


 


(b)           A copy of each
report at the time of its mailing to the Holders of Securities will be mailed
by the Trustee to the Company and filed by the Trustee with the Commission and
each stock exchange on which such Securities are listed in accordance with TIA
§ 313(d).  The


 


38

















 


Company
will promptly notify the Trustee when the Securities of any series are listed
on any stock exchange.


 


Section 7.07         Compensation and Indemnity.


 


(a)           The Company will pay
to the Trustee from time to time reasonable compensation as agreed upon between
the Trustee and the Company for its acceptance of this Indenture and services
hereunder.  The Trustee’s compensation
will not be limited by any law on compensation of a trustee of an express
trust.  The Company will reimburse the
Trustee promptly upon written request for all reasonable disbursements,
advances and expenses incurred or made by it in addition to the compensation
for its services (including the reasonable compensation, disbursements and
expenses of the Trustee’s agents and counsel), except any such disbursement,
advances and expenses as shall be determined to have been caused by the Trustee’s
own negligence, bad faith or willful misconduct.


 


(b)           The Company will
indemnify the Trustee against any and all losses, liabilities or expenses
incurred by it arising out of or in connection with the acceptance or
administration of its duties under this Indenture, including the costs and
expenses of enforcing this Indenture against the Company (including this Section 7.07)
and defending itself against any claim (whether asserted by the Company or any
Holder or any other Person) or liability in connection with the exercise or
performance of any of its powers or duties hereunder, except to the extent any
such loss, liability or expense may be attributable to its negligence, bad
faith, or willful misconduct.  The
Trustee will notify the Company in writing promptly of any claim for which it
may seek indemnity.  Failure by the
Trustee to so notify the Company will not relieve the Company of its
obligations hereunder.  The Company will
defend the claim and the Trustee will cooperate in the defense.  The Trustee may have separate counsel and the
Company will pay the reasonable fees and expenses of such counsel.  The Company need not pay for any settlement
made without its consent.


 


(c)           The obligations of
the Company under this Section 7.07 will survive the satisfaction and
discharge of this Indenture.


 


(d)           To secure the
Company’s payment obligations in this Section 7.07, the Trustee will have
a Lien prior to the Securities of any series on all money or property held or
collected by the Trustee, except that held in trust to pay principal and
interest on particular Securities of any series.  Such Lien will survive the satisfaction and
discharge of this Indenture.


 


(e)           When the Trustee
incurs expenses or renders services after an Event of Default specified in Section 6.01(6) or
(7) hereof occurs, the expenses and the compensation for the services
(including the fees and expenses of its agents and counsel) are intended to
constitute expenses of administration under any Bankruptcy Law.


 


(f)            The Trustee will
comply with the provisions of TIA § 313(b)(2) to the extent applicable.


 


39

















 


Section 7.08         Replacement of Trustee.


 


(a)           A resignation or
removal of the Trustee and appointment of a successor Trustee will become
effective only upon the successor Trustee’s acceptance of appointment as
provided in this Section 7.08.


 


(b)           The Trustee may
resign with respect to the Securities of one or more series in writing at any
time and be discharged from the trust hereby created by so notifying the
Company.  The Holders of a majority in
aggregate principal amount of the then Outstanding Securities of any series may
remove the Trustee with respect to the Securities of that series by so notifying
the Trustee and the Company in writing. 
The Company may remove the Trustee if:


 


(1)           the Trustee fails to comply with Section 7.10
hereof;


 


(2)           the Trustee is adjudged a bankrupt or
an insolvent or an order for relief is entered with respect to the Trustee
under any Bankruptcy Law;


 


(3)           a custodian or public officer takes
charge of the Trustee or its property; or


 


(4)           the Trustee becomes incapable of
acting.


 


(c)           If the Trustee
resigns, is removed, is incapable of acting or if a vacancy exists in the
office of Trustee for any reason with respect to the Securities of one or more
series, the Company, by Board Resolution, will promptly appoint a successor
Trustee or Trustees with respect to the Securities of that or those
series.  Within one year after the
successor Trustee or Trustees with respect to the Securities of any series
takes office, the Holders of a majority in aggregate principal amount of the
then Outstanding Securities of that series may appoint a successor Trustee with
respect to the Securities of that series to replace the successor Trustee
appointed by the Company.


 


(d)           If a successor
Trustee with respect to the Securities of any series does not take office
within 60 days after the retiring Trustee resigns or is removed, the retiring
Trustee, the Company, or the Holders of at least 10% in aggregate principal
amount of the then Outstanding Securities of that series may petition any court
of competent jurisdiction for the appointment of a successor Trustee with
respect to Securities of that series.


 


(e)           If the Trustee,
after written request by any Holder of Securities of any series who has been a
Holder of Securities of that series for at least six months, fails to comply
with Section 7.10, such Holder may petition any court of competent
jurisdiction for the removal of the Trustee and the appointment of a successor
Trustee with respect to Securities of that series.


 


(f)            In case of the
appointment hereunder of a successor Trustee with respect to all Securities,
every such successor Trustee will deliver a written acceptance of its appointment
to the retiring Trustee and to the Company. 
Thereupon, the resignation or removal of the retiring Trustee will
become effective, and the successor Trustee will have all the rights, powers
and duties of the Trustee under this Indenture without any further act, deed or
conveyance.  The successor Trustee will
mail a notice of its succession to Holders. 
The retiring Trustee will promptly transfer all property held by it as
Trustee to the successor Trustee, provided all sums


 


40

















 


owing
to the Trustee hereunder have been paid and subject to the Lien provided for in
Section 7.07 hereof. 
Notwithstanding replacement of the Trustee pursuant to this Section 7.08,
the Company’s obligations under Section 7.07 hereof will continue for the
benefit of the retiring Trustee.


 


(g)           In case of the
appointment hereunder of a successor Trustee with respect to the Securities of
one or more (but not all) series, the Company, the retiring Trustee and each
successor Trustee with respect to the Securities of one or more series shall
execute and deliver an indenture supplemental hereto, pursuant to Article 9
hereof, wherein each successor Trustee shall accept such appointment and which (1) shall
contain such provisions as shall be necessary or desirable to transfer and
confirm to, and to vest in, each successor Trustee all the rights, powers,
trusts and duties of the retiring Trustee with respect to the Securities of
that or those series to which the appointment of such successor Trustee
relates, (2) if the retiring Trustee is not retiring with respect
to all Securities, shall contain such provisions as shall be deemed necessary
or desirable to confirm that all the rights, powers, trusts and duties of the
retiring Trustee with respect to the Securities of that or those series as to
which the retiring Trustee is not retiring shall continue to be vested in the
retiring Trustee, and (3) shall add to or change any of the
provisions of this Indenture as shall be necessary to provide for or facilitate
the administration of the trusts hereunder by more than one Trustee, it being
understood that nothing herein or in such supplemental indenture shall
constitute such Trustees co-trustees of the same trust and that each such
Trustee shall be trustee of a trust or trusts hereunder separate and apart from
any trust or trusts hereunder administered by any other such Trustee; and upon
the execution and delivery of such supplemental indenture the resignation or
removal of the retiring Trustee shall become effective to the extent provided
therein and each such successor Trustee, without any further act, deed or
conveyance, shall become vested with all the rights, powers, trusts and duties
of the retiring Trustee with respect to the Securities of that or those series
to which the appointment of such successor Trustee relates; but, on request of
the Company or any successor Trustee, such retiring Trustee shall duly assign,
transfer and deliver to such successor Trustee all property and money held by
such retiring Trustee hereunder with respect to the Securities of that or those
series to which the appointment of such successor Trustee relates.


 


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


 


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


 


Section 7.09         Successor Trustee by Merger, etc.


 


If the
Trustee consolidates, merges or converts into, or transfers all or
substantially all of its corporate trust business to, another corporation, the
successor corporation without any further act will be the successor Trustee, provided such corporation shall be otherwise qualified and
eligible under this Article, without the execution or filing of any paper or
any further act on the part of the parties hereto.


 


41

















 


Section 7.10         Eligibility; Disqualification.


 


There
will at all times be a Trustee hereunder that is a corporation organized and
doing business under the laws of the United States of America or of any state
thereof that is authorized under such laws to exercise corporate trustee power,
that is subject to supervision or examination by federal or state authorities
and that has a combined capital and surplus of at least $100 million as set
forth in its most recent published annual report of condition.


 


This
Indenture will always have a Trustee who satisfies the requirements of TIA
§ 310(a)(1), (2) and (5).  The
Trustee is subject to TIA § 310(b).


 


Section 7.11         Preferential Collection of Claims
Against the Company.


 


The
Trustee is subject to TIA §  311(a), excluding any creditor relationship
listed in TIA § 311(b).  A Trustee
who has resigned or been removed shall be subject to TIA § 311(a) to
the extent indicated therein.


 


ARTICLE  8


 


LEGAL DEFEASANCE AND COVENANT DEFEASANCE


 


Section 8.01                            Applicability of Article; Option to Effect Legal
Defeasance or Covenant Defeasance.


 


If,
pursuant to Section 2.02, provision is made for either or both of (a) defeasance
of the Securities of or within a series under Section 8.02 or (b) covenant
defeasance of the Securities of or within a series under Section 8.03,
then the provisions of such Section or Sections, as the case may be,
together with the other provisions of this Article (with such
modifications thereto as may be specified pursuant to Section 2.02 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 8.02 (if applicable) or Section 8.03
(if applicable) be applied to such Outstanding Securities upon compliance with
the conditions set forth below in this Article.


 


Section 8.02         Legal Defeasance and Discharge.


 


Upon
the Company’s exercise under Section 8.01 hereof of the option applicable
to this Section 8.02 with respect to any Outstanding Securities of or
within a series, the Company will, subject to the satisfaction of the
conditions set forth in Section 8.04, be deemed to have been discharged
from its obligations with respect to all such Outstanding Securities on the
date the conditions set forth below are satisfied (hereinafter, “Legal
Defeasance”).  For this purpose,
Legal Defeasance means that the Company will be deemed to have paid and discharged
the entire Debt represented by such Outstanding Securities, which will
thereafter be deemed to be “Outstanding” only for the purposes of Section 8.05
hereof and the other Sections of this Indenture referred to in clauses (1) and
(2) below, and to have satisfied all its other obligations under such
Securities and this Indenture (and the Trustee, on demand of and at the expense
of the Company, shall execute proper instruments acknowledging the same),
except for the following provisions which will survive until otherwise
terminated or discharged hereunder:


 


42
















 


(1)           the rights of Holders of such
Outstanding Securities to receive payments in respect of the principal of, or
interest or premium and Additional Amounts, if any, on such Securities when
such payments are due from the trust referred to in Section 8.04 hereof;


 


(2)           the Company’s obligations with
respect to such Securities under Article 2 and Section 4.02 hereof;


 


(3)           the rights, powers, trusts, duties
and immunities of the Trustee hereunder and the Company’s obligations in
connection therewith; and


 


(4)           this Article 8.


 


Subject to compliance with this Article 8, the
Company may exercise its option under this Section 8.02 notwithstanding
the prior exercise of its option under Section 8.03 hereof.


 


Section 8.03         Covenant Defeasance.


 


Upon the Company’s exercise under Section 8.01
hereof of the option applicable to this Section 8.03 with respect to any
Outstanding Securities of or within a series, the Company will, subject to the
satisfaction of the conditions set forth in Section 8.04, be released from
each of its obligations under the covenants contained in Sections 4.03, 4.04,
5.01(3) and, if specified as contemplated by Section 2.02, its
obligations under any other covenant, with respect to such Outstanding
Securities on and after the date the conditions set forth in Section 8.04
hereof are satisfied (hereinafter, “Covenant
Defeasance”), and such Securities will thereafter be deemed 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 such
covenants, but will continue to be deemed “Outstanding” for all other purposes
hereunder.  For this purpose, Covenant
Defeasance means that, with respect to the Outstanding Securities, the Company
may omit to comply with and will have no liability in respect of any term,
condition or limitation set forth in any such covenant, whether directly or
indirectly, by reason of any reference elsewhere herein to any such covenant or
by reason of any reference in any such covenant to any other provision herein
or in any other document and such omission to comply will not constitute a
Default or an Event of Default under Section 6.01 hereof, but, except as
specified above, the remainder of this Indenture and such Securities will be unaffected
thereby.  In addition, upon the Company’s
exercise under Section 8.01 hereof of the option applicable to this Section 8.03
with respect to any Outstanding Securities of or within a series, subject to
the satisfaction of the conditions set forth in Section 8.04 hereof,
Sections 6.01(4), 6.01(5), insofar as it relates to the obligations under the
covenants from which the Company has been released, and 6.01(6) hereof
will not constitute Events of Default in respect of such Securities..


 


Section 8.04         Conditions to Legal or Covenant
Defeasance.


 


In order to exercise either Legal Defeasance or
Covenant Defeasance under either Section 8.02 or 8.03 hereof with respect
to any Outstanding Securities of or within a series:


 


43

















 


(1)           the Company irrevocably deposits with
the Trustee for the Securities of that series, in trust, for the benefit of the
Holders, money in such currency or currencies, or currency unit or currency
units, in which such Security is then specified as payable at maturity,
non-callable Government Obligations applicable to such Securities (determined
on the basis of the currency or currencies, or currency unit or currency units,
in which such Securities are then specified as payable at maturity), or any
combination thereof, in such amounts as will be sufficient, in the opinion of a
nationally recognized firm of independent public accountants, to pay the
principal of (including any sinking fund payment or analogous payments
applicable to such Outstanding Securities), premium and Additional Amounts, if
any, and interest on such Outstanding Securities on the stated date for payment
thereof or on the applicable redemption date, as the case may be;


 


(2)           in the case of an election under Section 8.02
hereof, the Company has delivered to the Trustee for the Securities of that
series an Opinion of Counsel in the United States reasonably acceptable to such
Trustee confirming that:


 


(i)            the
Company has received from, or there has been published by, the United States
Internal Revenue Service a ruling; or


 


(ii)           since
the date 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 of Counsel shall confirm that, the Holders of such Outstanding
Securities will not recognize income, gain or loss for federal income tax
purposes as a result of such Legal 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 Legal Defeasance had not occurred;


 


(3)           in the case of an election under Section 8.03
hereof, the Company must deliver to such Trustee for Securities of that series
an Opinion of Counsel in the United States reasonably acceptable to such
Trustee confirming 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;


 


(4)           no Default or Event of Default shall
have occurred in respect of Securities of that series and be continuing on the
date of such deposit (other than a Default or Event of Default in respect of
that series resulting from the borrowing of funds to be applied to such
deposit);


 


(5)           such Legal Defeasance or Covenant
Defeasance will not result in a breach or violation of, or constitute a default
under, any material agreement or instrument (other than this Indenture in
respect of Securities of that series) to which the Company or any of its
Subsidiaries is a party or by which the Company or any of its Subsidiaries is
bound;


 


(6)           the Company must deliver to the
Trustee for Securities of that series an Officers’ Certificate stating that the
deposit was not made by the Company with the intent


 


44

















 


of preferring the Holders
of such Securities over the other creditors of the Company with the intent of
defeating, hindering, delaying or defrauding any other creditors of the Company
or others;


 


(7)           the Company must deliver to the
Trustee for Securities of that series an Officers’ Certificate and an Opinion of
Counsel, each stating that all conditions precedent provided for or relating to
the Legal Defeasance or the Covenant Defeasance, as applicable, have been
complied with; and


 


(8)           notwithstanding any other provisions
of this Section, such Legal 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 2.02.


 


Section 8.05                            Deposited Money and Government Securities
to be Held in Trust; Other Miscellaneous Provisions.


 


Subject to Section 8.06 hereof, all money,
Government Obligations or other property as may be provided pursuant to Section 2.02
(including the proceeds thereof) deposited with the Trustee (or other
qualifying trustee, collectively for purposes of this Section 8.05, the “Trustee”) pursuant to Section 8.04
in respect of any Outstanding Securities of any series will be held in trust
and applied by such 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 Paying Agent) as such Trustee may
determine, to the Holders of such Securities of all sums due and to become due
thereon in respect of principal, premium and Additional Amounts, if any, and
interest, but such money need not be segregated from other funds except to the
extent required by law.


 


The Company will pay and indemnify such Trustee
against any tax, fee or other charge imposed on or assessed against the money
or non-callable Government Obligations deposited pursuant to Section 8.04
or the principal and interest received in respect thereof other than any such
tax, fee or other charge which by law is for the account of the Holders of such
Outstanding Securities.


 


Notwithstanding anything in this Article 8 to the
contrary, such Trustee will deliver or pay to the Company from time to time
upon the request of the Company any money or non-callable Government
Obligations held by it as provided in Section 8.04 hereof which, in the
opinion of a nationally recognized firm of independent public accountants
expressed in a written certification thereof delivered to such Trustee (which
may be the opinion delivered under Section 8.04(1)), are in excess of the
amount thereof that would then be required to be deposited to effect an
equivalent Legal Defeasance or Covenant Defeasance.


 


Section 8.06         Repayment to the Company.


 


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, premium or Additional Amounts, if any, or interest on any Security and
remaining unclaimed for two years after such principal, premium or Additional
Amounts, if any, or interest has become due and payable shall be paid to the


 


45

















 


Company on its request or (if then held by the
Company) will be discharged from such trust; and the Holder of such Security
will thereafter be permitted to 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, will
thereupon cease; provided, however, that the Trustee or such Paying
Agent, before being required to make any such repayment, may at the expense of
the Company cause to be published once, in an Authorized Newspaper, notice that
such money remains unclaimed and that, after a date specified therein, which
will not be less than 30 days from the date of such notification or
publication, any unclaimed balance of such money then remaining will be repaid
to the Company.


 


Section 8.07         Reinstatement.


 


(a)           If the Trustee or Paying Agent is
unable to apply any money or non-callable Government Obligations deposited in
respect of Securities of or within a series in accordance with Section 8.02
or 8.03, as the case may be, by reason of any order or judgment of any court or
governmental authority enjoining, restraining or otherwise prohibiting such
application, then the Company’s obligations under this Indenture and such
Securities will be revived and reinstated as though no deposit had occurred
pursuant to Section 8.02 or 8.03 hereof until such time as the Trustee or
Paying Agent is permitted to apply all such money in accordance with Section 8.02
or 8.03 hereof, as the case may be; provided,
however, that unless otherwise
provided in the Board Resolution or indenture supplemental hereto pursuant to
which such Securities shall have been issued, the principles set forth in
paragraphs (b) and (c) of this Section 8.07 shall apply
following such reinstatement; provided
further, however, that
if the Company makes any payment of principal of, premium or Additional
Amounts, if any, or interest on any Security following the reinstatement of its
obligations, the Company will be subrogated to the rights of the Holders of
such Securities to receive such payment from the money held by the Trustee or
Paying Agent.


 


(b)           If the Company’s obligations under
this Indenture are reinstated as provided in Section 8.07(a), such
reinstatement shall be deemed to have occurred as of the date of the deposit of
money or non-callable Government Obligations with the Trustee or the Paying
Agent as provided in Section 8.02 or 8.03 except that no Default will be
deemed to have occurred solely by reason of a breach while any such obligation
was suspended.


 


(c)           Neither
(1) the continued existence following the reinstatement of the foregoing
obligations of facts and circumstances or obligations that were incurred or
otherwise came into existence while the foregoing obligations were suspended
nor (2) the performance of any such obligations, including the
consummation of any transaction pursuant to, and on materially the same terms
as, a contractual agreement in existence prior to the reinstatement of the
foregoing obligations, shall constitute a breach of any such obligations or
cause a Default or Event of Default in respect thereof; provided,
however, that (A) the Company and its Subsidiaries did not
incur or otherwise cause such facts and circumstances or obligations to exist
in anticipation of the reinstatement of the foregoing obligations and (B)
the Company and its Subsidiaries did not reasonably believe that such
incurrence or actions would result in such reinstatement.  For purposes of clause (2) above, any
increase in the consideration to be paid prior to such amendment or
modification to the terms of an existing obligation following the reinstatement
of the foregoing obligations that does not exceed 10% of the consideration that
was


46

















 


to be paid prior to such amendment or modification
shall not be deemed a “material” amendment or modification.  For purposes of clauses (A) and (B) above,
anticipation and reasonable belief may be determined by the Company and shall
be conclusively evidenced by a Board Resolution to such effect.


 


ARTICLE 9


 


AMENDMENT, SUPPLEMENT AND WAIVER


 


Section 9.01         Without Consent of Holders of
Securities.


 


Notwithstanding Section 9.02 of this Indenture,
the Company and the Trustee may amend or supplement this Indenture or the
Securities without the consent of any Holder of a Security:


 


(1)           to cure any ambiguity, defect or
inconsistency;


 


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


 


(3)           to provide for the assumption of the
Company’s obligations to Holders of Securities in the case of a merger or
consolidation or sale of all or substantially all of the Company’s assets;


 


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


 


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


 


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


 


47

















 


(7)           to establish the form or terms of
Securities of any series as permitted by Sections 2.01 and 2.02, including the
provisions and procedures relating to Securities convertible into Capital Stock
of the Company;


 


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


 


(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 Sections
8.02, 8.03 and 10.01, provided that
any such action shall not adversely affect the interests of the Holders of
Securities of that series or any other series of Securities in any material
respect;


 


(10)         to secure the Securities;


 


(11)         to subordinate the indebtedness
evidenced by the Securities to any indebtedness of the Company other than the
Senior Indebtedness;


 


(12)         to make any other change that would
provide any additional rights or benefits to the Holders of Securities or that
does not adversely affect the legal rights under this Indenture of any such
Holder; or


 


(13)         to comply with requirements of the
Commission in order to effect or maintain the qualification of this Indenture
under the TIA.


 


Section 9.02         With Consent of Holders of Securities.


 


Except as provided below in this Section 9.02,
the Company and the Trustee may amend or supplement this Indenture and the
Securities with the consent of the Holders of at least a majority in aggregate
principal amount of the then Outstanding Securities affected by such amendment
or supplemental indenture voting as a single class (including, without
limitation, consents obtained in connection with a tender offer or exchange
offer for, or purchase of, the Securities), and, subject to Sections 6.04 and
6.07 hereof, any existing Default or Event of Default (other than a Default or
Event of Default in the payment of the principal of, premium or Additional
Amounts, if any, or interest on the Securities, except a payment default
resulting from an acceleration that has been rescinded) or compliance with any
provision of this Indenture or the Securities may be waived generally or in a
particular instance with the consent of the Holders of a majority in aggregate
principal amount of the then Outstanding Securities affected thereby voting as
a single class (including consents obtained in connection with a tender offer
or exchange offer for, or purchase of, the Securities).


 


However, without the consent of the Holder of each Outstanding
Security affected thereby, an amendment or waiver under this Section 9.02
may not (with respect to any Securities held by a non-consenting Holder):


 


48

















 


(1)           reduce the principal amount of
Securities of any series whose Holders must consent to an amendment, supplement
or waiver;


 


(2)           change the stated maturity of the
principal of, or any installment of principal of or interest on, any Security,
or reduce the principal amount thereof or the rate of interest thereon or any
premium payable upon the redemption thereof, 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 6.02,
or adversely affect any right of repayment at the option of the Holder of any
Security, or reduce the amount of, or postpone the date fixed for, the payment
of any sinking fund or analogous obligation, 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), in
each case other than the amendment or waiver in accordance with the terms of
this Indenture of any covenant or related definition included pursuant to Section 2.02
that provides for an offer to repurchase any Securities of a series upon a sale
of assets or change of control transaction;


 


(3)           waive a Default or Event of Default
in the payment of principal of, or interest or premium, or Additional Amounts,
if any, on the Securities of any series (except a rescission of acceleration of
the Securities of that series by the Holders of at least a majority in
aggregate principal amount of the Securities of that series then Outstanding
and a waiver of the payment Default that resulted from such acceleration);


 


(4)           make any Security payable in a
currency or currencies or currency unit or currency units other than that
stated in the Securities;


 


(5)           make any change in Section 6.04
or 6.07 hereof relating to waivers of past Defaults or the rights of Holders of
Securities to receive payments of principal of, or interest or premium or
Additional Amounts, if any, on the Securities;


 


(6)           impair the rights of Holders to
convert their Securities, if convertible, upon the terms established pursuant
to or in accordance with the provisions of this Indenture; or


 


(7)           make any change in the amendment and
waiver provisions set forth in clauses (1) through (6) of this Section 9.02.


 


Section 2.09 hereof shall determine which
Securities are considered to be “Outstanding” for purposes of this Section 9.02.


 


A supplemental indenture which changes or eliminates
any covenant or other provision of this Indenture which has expressly been
included solely for the benefit of Holders of one or more particular series of
Securities, or which modifies the rights of the Holders of Securities of that
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.


 


49

















 


It is not necessary for the consent of the Holders of
Securities under this Section 9.02 to approve the particular form of any
proposed amendment or waiver, but it is sufficient if such consent approves the
substance thereof.


 


After an amendment, supplement or waiver under this Section 9.02
becomes effective, the Company will mail to the Holders of Securities affected
thereby a notice briefly describing the amendment, supplement or waiver.  Any failure of the Company to mail such
notice, or any defect therein, will not, however, in any way impair or affect
the validity of any such amended or supplemental indenture or waiver.


 


Section 9.03         Compliance with Trust Indenture Act.


 


Every amendment or supplement to this Indenture or the
Securities will be set forth in an amended or supplemental indenture that
complies with the TIA as then in effect.


 


Section 9.04         Revocation and Effect of Consents.


 


Until an amendment, supplement or waiver becomes
effective, a consent to it by a Holder of a Security is a continuing consent by
the Holder of a Security and every subsequent Holder of a Security or portion
of a Security that evidences the same debt as the consenting Holder’s Security,
even if notation of the consent is not made on any Security.  However, any such Holder of a Security or
subsequent Holder of a Security may revoke the consent as to its Security if
the Trustee receives written notice of revocation before the date the waiver,
supplement or amendment becomes effective. 
An amendment, supplement or waiver becomes effective in accordance with
its terms and thereafter binds every Holder.


 


Section 9.05         Notation on or Exchange of Securities.


 


The Trustee may place an appropriate notation about an
amendment, supplement or waiver on any Outstanding Security thereafter
authenticated.  The Company in exchange
for all Outstanding Securities of a series may issue and the Trustee shall, upon
receipt of an Authentication Order, authenticate new Securities of that series
that reflect the amendment, supplement or waiver.


 


Failure to make the appropriate notation or issue a
new Security of that series will not affect the validity and effect of such
amendment, supplement or waiver.


 


Section 9.06         Trustee to Sign Amendments, etc.


 


Upon the request of the Company accompanied by Board
Resolutions authorizing the execution of any amended or supplemental indenture,
and upon the filing with the Trustee of evidence satisfactory to the Trustee of
the consent of the Holders of Securities as aforesaid, and upon receipt by the
Trustee of the documents described in Section 7.02 hereof, the Trustee
will join with the Company in the execution of an amended or supplemental
indenture unless such amended or supplemental indenture directly affects the
Trustee’s own rights, duties, liabilities or immunities under this Indenture or
otherwise, in which case the Trustee may in its discretion, but will not be
obligated to, enter into such amended or supplemental indenture.  In executing any amended or supplemental
indenture, the Trustee will be entitled to receive and (subject to


 


50

















 


Section 7.01 hereof) will be fully protected in
relying upon, in addition to the documents required by Section 13.04
hereof, an Officers’ Certificate and an Opinion of Counsel stating that the
execution of such amended or supplemental indenture is authorized or permitted
by this Indenture.


 


ARTICLE 10


 


SATISFACTION AND DISCHARGE


 


Section 10.01       Satisfaction and Discharge.


 


This Indenture will be discharged and will cease to be
of further effect as to any series of Securities issued hereunder (except as to
any surviving rights of registration of transfer or exchange of Securities of
that series herein expressly provided for and the right to receive Additional
Amounts), when:


 


(1)           either:


 


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


 


(B)           all Securities of
that series that have not been delivered to the Trustee for cancellation have
become due and payable by reason of the making of a notice of redemption or
otherwise or will become due and payable within one year and the Company has
irrevocably deposited or caused to be deposited with the Trustee for Securities
of that series as trust funds in trust solely for the benefit of the Holders,
money in such currency or currencies, or currency unit or currency units, in
which such Securities are then specified as payable at maturity, non-callable
Government Obligations applicable to such Securities (determined on the basis
of the currency or currencies, or currency unit or currency units, in which
such Securities are then specified as payable at maturity), or a combination
thereof, in such amounts as will be sufficient without consideration of any
reinvestment of interest, to pay and discharge the entire indebtedness on such
Securities not delivered to the Trustee for cancellation for principal, premium
and Additional Amounts, if any, and accrued interest to the date of maturity or
redemption;


 


(2)           no Default or Event of Default with
respect to the Securities of that series has occurred and is continuing on the
date of such deposit or will occur as a result of such deposit and such deposit
will not result in a breach or violation of, or constitute a default under, any
other instrument to which the Company is a party or by which the Company is
bound;


 


(3)           the Company has paid or caused to be
paid all sums payable by it under this Indenture with respect to the Securities
of that series; and


 


51

















 


(4)           the Company has delivered irrevocable
instructions to the Trustee for Securities of that series, to apply the money
on deposit in the trust referred to in subclause (B) of clause (1) above
toward the payment of such Securities at maturity or on the redemption date, as
the case may be.


 


In addition, the Company must deliver an Officers’
Certificate and an Opinion of Counsel to the Trustee for Securities of that
series stating that all conditions precedent to satisfaction and discharge have
been satisfied.


 


Notwithstanding the satisfaction and discharge of this
Indenture in respect of Securities of a series, if money has been deposited
with the Trustee pursuant to subclause (B) of clause (1) of this
Section, the provisions of Section 10.02 and Section 8.06 will
survive.  In addition, nothing in this Section 10.01
will be deemed to discharge those provisions of Section 7.07 that, by
their terms, survive the satisfaction and discharge of this Indenture.


 


Section 10.02       Application of Trust Money.


 


Subject to the provisions of Section 8.06, all
money deposited with the Trustee in respect of any Securities pursuant to Section 10.01
shall be held in trust and applied by it, 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 Persons entitled thereto, of the principal (and
premium, if any) and interest and Additional Amounts for whose payment such
money has been deposited with the Trustee; but such money need not be
segregated from other funds except to the extent required by law and Section 2.05.


 


If the Trustee or Paying Agent is unable to apply any
money or Government Obligations in accordance with Section 10.01 in
respect of any Securities by reason of any legal proceeding or by reason of any
order or judgment of any court or governmental authority enjoining, restraining
or otherwise prohibiting such application, the Company’s obligations under this
Indenture and such Securities shall be revived and reinstated as though no
deposit had occurred pursuant to Section 10.01 and the provisions of Section 8.07
shall apply to the extent provided therein.


 


ARTICLE 11


 


SUBORDINATION OF SECURITIES


 


Section 11.01       Securities Subordinated to Senior
Indebtedness.


 


The Company covenants and agrees, and each Holder of
Securities of any series, by his or her acceptance thereof, likewise covenants
and agrees, that the indebtedness represented by the Securities and the payment
of the principal of (and premium, if any), interest, if any, on, and Additional
Amounts, if any, payable in respect of the Securities is hereby expressly
subordinated, to the extent and in the manner hereinafter set forth, in right
of payment to the prior payment in full of Senior Indebtedness.  Notwithstanding anything contained herein to
the contrary, payments from money or the proceeds of Government Obligations
held in trust under Article 8 by the Trustee for the payment of principal
of and interest on the Securities of


 


52
















 


any series shall not be subordinated to the prior
payment of any Senior Indebtedness of the Company or subject to the
restrictions set forth in this Article 11, and none of the Holders shall
be obligated to pay over any such amount to the Company or any holder of Senior
Indebtedness of the Company or any other creditor of the Company.


 


In the
event (a) of any distribution of assets of the Company upon any
dissolution, winding up, liquidation or reorganization of the Company whether
in a bankruptcy, insolvency, reorganization or receivership proceeding or upon
an assignment for the benefit of creditors or any other marshalling of the
assets and liabilities of the Company or otherwise, except a distribution in
connection with a merger or consolidation or a conveyance or transfer of all or
substantially all of the properties of the Company which complies with the
requirements of Article 5, or (b) that a default shall have occurred
and be continuing with respect to the payment of principal of (and premium, if
any), interest, if any, on, or Additional Amounts, if any, payable in respect
of any Senior Indebtedness, or (c) that the principal of the Securities of
any series (or in the case of Original Issue Discount Securities or Indexed
Securities, the portion of the principal amount thereof referred to in Section 6.02)
shall have been declared due and payable pursuant to Section 6.02 and such
declaration shall not have been rescinded and annulled as provided in Section 6.02,
then:


 


(1)           in a circumstance described in the
foregoing clause (a) or (b) the holders of all Senior Indebtedness,
and in the circumstance described in the foregoing clause (c) the holders
of all Senior Indebtedness outstanding at the time the principal of such
Securities (or in the case of Original Issue Discount Securities or Indexed
Securities, such portion of the principal amount) shall have been so declared
due and payable, shall first be entitled to receive payment of the full amount
due thereon in respect of principal (and premium, if any), interest, if any,
and additional amounts, if any, or provision shall be made for such payment in
money or money’s worth, before the Holders of any of the Securities of any
series are entitled to receive any payment on account of the principal (and
premium, if any), interest, if any, and Additional Amounts, if any, in respect
of the indebtedness evidenced by such Securities;


 


(2)           any payment by, or distribution of
assets of, the Company of any kind or character, whether in cash, property or
securities (other than securities of the Company as reorganized or readjusted
or securities of the Company or any other corporation provided for by a plan of
reorganization or readjustment the payment of which is subordinate, at least to
the extent provided in this Article 11 with respect to the Securities, to
the payment of all Senior Indebtedness, provided that the rights of the holders
of the Senior Indebtedness are not altered by such reorganization or
readjustment), to which the Holders of any of the Securities of any series
would be entitled except for the provisions of this Article 11 shall be
paid or delivered by the person making such payment or distribution, whether a
trustee in bankruptcy, a receiver or liquidating trustee or otherwise, directly
to the holders of such Senior Indebtedness or their representative or
representatives or to the trustee or trustees under any indenture under which
any instrument evidencing any of such Senior Indebtedness may have been issued,
ratably according to the aggregate amounts remaining unpaid on account of such
Senior Indebtedness held or represented by each, to the extent necessary to
make payment in full of all Senior Indebtedness remaining unpaid after giving
effect to any concurrent


 


53

















 


payment or distribution
(or provision therefor) to the holders of such Senior Indebtedness, before any
payment or distribution is made to the Holders of any of the Securities of any
series under this Indenture; and


 


(3)           in the event that, notwithstanding
the foregoing, any payment by, or distribution of assets of, the Company of any
kind or character, whether in cash, property or securities (other than
securities of the Company as reorganized or readjusted or securities of the
Company or any other corporation provided for by a plan of reorganization or
readjustment the payment of which is subordinate, at least to the extent
provided in this Article 11 with respect to the Securities of any series,
to the payment of all Senior Indebtedness, provided that the rights of the
holders of Senior Indebtedness are not altered by such reorganization or
readjustment), shall be received by the Holders of any of the Securities of any
series before all Senior Indebtedness is paid in full, such payment or distribution
shall be paid over to the holders of such Senior Indebtedness or their
representative or representatives or to the trustee or trustees under any
indenture under which any instruments evidencing any of such Senior
Indebtedness may have been issued, ratably as aforesaid, for application to the
payment of all Senior Indebtedness remaining unpaid until all such Senior
Indebtedness shall have been paid in full, after giving effect to any
concurrent payment or distribution (or provision therefor) to the holders of
such Senior Indebtedness.


 


Section 11.02       When Distribution Must Be Paid Over.


 


If a distribution is made to Holders that because of
this Article 11 should not have been made to them, the Holders who receive
the distribution shall hold it in trust for holders of Senior Indebtedness of
the Company until paid over to them in accordance with Section 11.01(3).


 


Section 11.03       Subrogation.


 


Subject to the payment in full of all Senior
Indebtedness to which the indebtedness evidenced by the Securities of any
series is in the circumstances subordinated as provided in Section 11.01,
the Holders of the Securities of any series shall be subrogated to the rights
of the holders of such Senior Indebtedness to receive payments or distributions
of cash, property or securities of the Company applicable to such Senior
Indebtedness until all amounts owing on such Securities shall be paid in full,
and, as between the Company, its creditors other than holders of such Senior
Indebtedness, and the Holders of the Securities of any series, no such payment
or distribution made to the holders of such Senior Indebtedness by virtue of
this Article 11 which otherwise would have been made to the Holders of the
Securities of any series shall be deemed to be a payment by the Company on
account of such Senior Indebtedness, it being understood that the provisions of
this Article 11 are and are intended solely for the purpose of defining
the relative rights of the Holders of the Securities, on the one hand, and the
holders of Senior Indebtedness, on the other hand.


 


54

















 


Section 11.04       Obligation of the Company Unconditional.


 


Nothing contained in this Article 11 or elsewhere
in this Indenture or in the Securities of any series is intended to or shall
impair, as between the Company, its creditors other than the holders of Senior
Indebtedness, and the Holders of the Securities of any series, the obligation
of the Company, which is absolute and unconditional, to pay to the Holders of
the Securities of any series the principal of (and premium, if any), interest,
if any, on, and Additional Amounts, if any, in respect of such Securities as
and when the same shall become due and payable in accordance with their terms,
or is intended to or shall affect the relative rights of the Holders of the
Securities of any series and creditors of the Company other than the holders of
Senior Indebtedness, nor shall anything herein or therein prevent the Trustee
or the Holder of any Securities of any series from exercising all remedies
otherwise permitted by applicable law upon default under this Indenture,
subject to the rights, if any, under this Article 11 of the holders of
Senior Indebtedness in respect of cash, property or securities of the Company
received upon the exercise of any such remedy.


 


Upon any payment or distribution of assets of the
Company referred to in this Article 11, the Trustee and the Holders of the
Securities of any series shall be entitled to rely upon any order or decree
made by any court of competent jurisdiction in which any such dissolution,
winding up, liquidation or reorganization proceeding affecting the affairs of
the Company is pending or upon a certificate of the trustee in bankruptcy,
receiver, assignee for the benefit of creditors, liquidating trustee or agent
or other person making any payment or distribution, delivered to the Trustee or
to the Holders of the Securities of any series, for the purpose of ascertaining
the persons entitled to participate in such payment or distribution, the
holders of the Senior Indebtedness and other indebtedness of the Company, the
amount thereof or payable thereon, the amount paid or distributed thereon and
all other facts pertinent thereto or to this Article 11.


 


Section 11.05       Payments on Securities Permitted.


 


Nothing contained in this Article 11 or elsewhere
in this Indenture, or in any of the Securities of any series, shall affect the
obligation of the Company to make, or prevent the Company from making, payment
of the principal of (and premium, if any), interest, if any, on, and Additional
Amounts, if any, in respect of the Securities of any series in accordance with
the provisions hereof and thereof, except as otherwise provided in this Article 11.


 


Section 11.06       Effectuation of Subordination by Trustee.


 


Each Holder of the Securities of any series, by his
acceptance thereof, authorizes and directs the Trustee on his or her behalf to
take such action as may be necessary or appropriate to effectuate the
subordination provided in this Article 11 and appoints the Trustee his or
her attorney-in-fact for any and all such purposes.


 


Section 11.07       Knowledge of Trustee.


 


Notwithstanding the provisions of this Article 11
or any other provisions of this Indenture, the Trustee shall not be deemed to
owe any fiduciary duty to the holders of Senior Indebtedness and shall not be
charged with knowledge of the existence of any facts which would


 


55

















 


prohibit the making of any payment or moneys to or by
the Trustee, or the taking of any other action by the Trustee, unless and until
the Trustee shall have received written notice thereof from the Company, any
Holder of Securities of any series, any paying or conversion agent of the
Company or the holder or representative of any class of Senior Indebtedness; provided, however, that if the Trustee shall not have
received the notice provided for in this Section 11.07 at least three
Business Days prior to the date upon which, by the terms hereof, any money may
become payable for any purpose (including, without limitation, the payment of
the principal of (or premium, if any) or interest on, or Additional Amounts in
respect of, any Security) then, anything herein contained to the contrary
notwithstanding, the Trustee shall have all power and authority to receive such
money and to apply the same to the purpose for which such money was received
and shall not be affected by any notice to the contrary which may be received
by it during or after such three Business Day period.


 


Section 11.08       Trustee May Hold Senior
Indebtedness.


 


The Trustee in its individual capacity shall be
entitled to all the rights set forth in this Article 11 with respect to
any Senior Indebtedness at the time held by it, to the same extent as any other
holder of Senior Indebtedness, and nothing in TIA § 313 or elsewhere in
this Indenture shall deprive the Trustee of any of its rights as such holder.


 


Nothing in this Article shall subordinate any
claims of, or payments to, the Trustee (under or pursuant to Section 7.07)
to Senior Indebtedness.


 


Section 11.09       Rights of Holders of Senior Indebtedness
Not Impaired.


 


No right of any present or future holder of any Senior
Indebtedness to enforce the subordination herein shall at any time or in any
way be prejudiced or impaired by any act or failure to act on the part of the
Company or by any non-compliance by the Company with the terms, provisions and
covenants of this Indenture, regardless of any knowledge thereof any such
holder may have or be otherwise charged with.


 


ARTICLE 12


 


MISCELLANEOUS


 


Section 12.01       Trust Indenture Act Controls.


 


If any provision of this Indenture limits, qualifies
or conflicts with the duties imposed by TIA § 318(c), the imposed duties
will control.


 


Section 12.02       Notices.


 


Any notice or communication by the Company or the
Trustee to the others is duly given if in writing in the English language and
delivered in Person or mailed by first class mail (registered or certified,
return receipt requested), telex, telecopier or overnight air courier guaranteeing
next day delivery, to the others’ address:


 


56

















 


If to the Company:


 


c/o Toreador Holding SAS


9 rue Scribe


75009 Paris, France


Telecopier No.:  33 (0) 1 47 03 33 71


Attention: Chief
Executive Officer


 


With a copy to:


 


Willkie Farr & Gallagher LLP


21-23 rue de la Ville l’Evêque


75008 Paris, France


Telecopier No.:  33 (0) 1 40 06 9606


Attention:  Laurent Faugérolas


 


If to the Trustee:


 


	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  



 


The Company or the Trustee, by notice to the others
may designate additional or different addresses for subsequent notices or
communications.


 


All notices and communications (other than those sent
to Holders) will be deemed to have been duly given: at the time delivered by
hand, if personally delivered; five Business Days after being deposited in the
mail, postage prepaid, if mailed; when receipt acknowledged, if telecopied; and
the next Business Day after timely delivery to the courier, if sent by
overnight air courier guaranteeing next day delivery.


 


Any notice or communication to a Holder will be mailed
by first class mail, certified or registered, return receipt requested, or by
overnight air courier guaranteeing next day delivery to its address shown on
the register kept by the Registrar.  Any
notice or communication will also be so mailed to any Person described in TIA §
313(c), to the extent required by the TIA. 
Failure to mail a notice or communication to a Holder or any defect in
it will not affect its sufficiency with respect to other Holders.


 


If a notice or communication is mailed in the manner
provided above within the time prescribed, it is duly given, whether or not the
addressee receives it.


 


If the Company mails a notice or communication to
Holders, it will mail a copy to the Trustee and each Agent at the same time.


 


57

















 


Section 12.03       Communication by Holders of Securities
with Other Holders of Securities.


 


Holders may communicate pursuant to TIA § 312(b) with
other Holders with respect to their rights under this Indenture or the
Securities.  The Company, the Trustee,
the Registrar and anyone else shall have the protection of TIA § 312(c).


 


Section 12.04       Certificate and Opinion as to Conditions
Precedent.


 


Upon any request or application by the Company to the
Trustee to take any action under this Indenture, the Company shall furnish to
the Trustee:


 


(1)           an Officers’ Certificate in form and
substance reasonably satisfactory to the Trustee (which must include the
statements set forth in Section 12.05 hereof) stating that, in the opinion
of the signers, all conditions precedent and covenants, if any, provided for in
this Indenture relating to the proposed action have been satisfied; and


 


(2)           an Opinion of Counsel in form and
substance reasonably satisfactory to the Trustee (which must include the
statements set forth in Section 12.05 hereof) stating that, in the opinion
of such counsel, all such conditions precedent and covenants have been
satisfied.


 


Notwithstanding the foregoing, in the case of any such
request or application as to which the furnishing of such documents is
specifically required by any provision of this Indenture relating to such
particular request or application, no additional certificate or opinion need be
furnished unless specifically required.


 


Section 12.05       Statements Required in Certificate or
Opinion.


 


Each certificate or opinion with respect to compliance
with a condition or covenant provided for in this Indenture (other than a
certificate provided pursuant to TIA § 314(a)(4)) must comply with the
provisions of TIA § 314(e) and must include:


 


(1)           a statement that the Person making
such certificate or opinion has read such covenant or condition;


 


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


 


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


 


(4)           a statement as to whether or not, in
the opinion of such Person, such condition or covenant has been satisfied.


 


58

















 


Section 12.06       Rules by Trustee and Agents.


 


The Trustee may make reasonable rules for action
by or at a meeting of Holders.  The
Registrar or Paying Agent may make reasonable rules and set reasonable
requirements for its functions.


 


Section 12.07       No Personal Liability of Directors,
Officers, Employees and Stockholders.


 


No director, officer, employee or stockholder of the
Company or any of its Subsidiaries, as such, will have any liability for any
obligations of the Company or any of its Subsidiaries under the Securities or
this Indenture based on, in respect of, or by reason of such obligations or
their creation. Each holder by accepting a Security waives and releases all
such liability. The foregoing waiver and release are an integral part of the
consideration for the issuance of the Securities.


 


Section 12.08       Governing Law.


 


THE INTERNAL LAW OF THE STATE OF NEW YORK WILL GOVERN
AND BE USED TO CONSTRUE THIS INDENTURE, THE SECURITIES WITHOUT GIVING EFFECT TO
APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF
THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.


 


Section 12.09       No Adverse Interpretation of Other
Agreements.


 


This Indenture may not be used to interpret any other
indenture, loan or debt agreement of the Company or its Subsidiaries or of any
other Person.  Any such indenture, loan
or debt agreement may not be used to interpret this Indenture.


 


Section 12.10       Successors.


 


All agreements of the Company in this Indenture and
the Securities will bind its successors. 
All agreements of the Trustee in this Indenture will bind its
successors.


 


Section 12.11       Severability.


 


In case any provision in this Indenture or in the
Securities is invalid, illegal or unenforceable, the validity, legality and
enforceability of the remaining provisions will not in any way be affected or
impaired thereby.


 


Section 12.12       Counterpart Originals.


 


The parties may sign any number of copies of this
Indenture.  Each signed copy will be an
original, but all of them together represent the same agreement.


 


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Section 12.13       Table of Contents, Headings, etc.


 


The Table of Contents, Cross-Reference Table and
Headings of the Articles and Sections of this Indenture have been inserted for
convenience of reference only, are not to be considered a part of this
Indenture and will in no way modify or restrict any of the terms or provisions
hereof.


 


Section 12.14       Benefits of Indenture.


 


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


 


Section 12.15       Legal Holidays.


 


In any case where any Interest Payment Date, redemption
date, purchase date or stated maturity of any Security shall not be a Business
Day at any Place of Payment, then (notwithstanding any other provision of this
Indenture or of such Security (other than a provision of such Security which
specifically states that such provision shall apply in lieu of this Section))
payment of interest or principal (and premium, if any) need not be made at such
Place of Payment on such date, but may be made on the next succeeding Business
Day at such Place of Payment with the same force and effect as if made on the
Interest Payment Date, redemption date or purchase date, or at the stated
maturity.


 


Section 12.16       Acts of Holders.


 


(a)           Any request, demand, authorization,
direction, notice, consent, waiver or other action provided by this Indenture
to be given or taken by Holders of the Outstanding Securities of all series or
one or more series, as the case may be, may be embodied in and evidenced by one
or more instruments of substantially similar tenor signed by such Holders in person
or by agents duly appointed in writing. 
Except as herein otherwise expressly provided, such action shall become
effective when such instrument or instruments are delivered to the Trustee and,
where it is hereby expressly required, to the Company.  Such instrument or instruments (and the
action embodied therein and evidenced thereby) are herein sometimes referred to
as the “act” of the Holders signing such instrument or instruments.  Proof of execution of any such instrument or
of a writing appointing any such agent, or of the holding by any Person of a
Security, shall be sufficient for any purpose of this Indenture and 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.


 


(b)           The fact and date of the execution of
any such instrument or writing, or the authority of the Person executing the
same, may be proved in any reasonable manner which the Trustee deems
sufficient.


 


(c)           The ownership of Securities shall be
proved by the register maintained by the Registrar.


 


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(d)           If the Company shall solicit from the
Holders of Securities any request, demand, authorization, direction, notice,
consent, waiver or other act, the Company may, at its option, in or pursuant to
a Board Resolution, fix in advance a record date for the determination of
Holders entitled to give such request, demand, authorization, direction,
notice, consent, waiver or other act, but the Company shall have no obligation
to do so.  Notwithstanding TIA Section 316(c),
such record date shall be the record date specified in or pursuant to such
Board Resolution, which shall be a date not earlier than the date 30 days prior
to the first solicitation of Holders generally in connection therewith and not
later than the date such solicitation is completed.  If such a record date is fixed, such request,
demand, authorization, direction, notice, consent, waiver or other act may be
given before or after such record date, but only the Holders of record at the
close of business on such record date shall be deemed to be Holders for the
purpose of determining whether Holders of the requisite proportion of
Outstanding Securities have authorized or agreed or consented to such request,
demand, authorization, direction, notice, consent, waiver or other act, and for
that purpose the Outstanding Securities shall be computed as of such record
date; provided that no such authorization,
agreement or consent by the Holders on such record date shall be deemed
effective unless it shall become effective pursuant to the provisions of this
Indenture not later than eleven months after the record date.


 


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


 


	
  SIGNATURES

  
	
   

  	
   

  
	
   

  	
   

  
	
  Dated as of
             , 20       

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
  Toreador Resources
  Corporation

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
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  Title:

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  TRUSTEE:

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
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  Name:

  
	
   

  	
   

  	
   

  	
  Title:

  
					



 


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