Exhibit 4.1


 


WEST PHARMACEUTICAL SERVICES, INC.,


ISSUER,


TO


U.S. BANK NATIONAL ASSOCIATION


 


TRUSTEE






 


INDENTURE






 


DATED AS OF MARCH 14, 2007


 


DEBT SECURITIES


















Reconciliation and Tie between

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


	
  Trust Indenture Act Section

  	
   

  	
   

  	
   

  	
  Indenture Section

  
	
   

  	
   

  	
   

  
	
  Section 310(a) (1)

  	
   

  	
  6.8

  
	
  (a) (2)

  	
   

  	
  6.8

  
	
  (b)

  	
   

  	
  6.9

  
	
  Section 312(a)

  	
   

  	
  7.1

  
	
  (b)

  	
   

  	
  7.2

  
	
  (c)

  	
   

  	
  7.2

  
	
  Section 313(a)

  	
   

  	
  7.3

  
	
  (b) (2)

  	
   

  	
  7.3

  
	
  (c)

  	
   

  	
  7.3

  
	
  (d)

  	
   

  	
  7.3

  
	
  Section 314(a)

  	
   

  	
  7.4

  
	
  (c) (1)

  	
   

  	
  1.2

  
	
  (c) (2)

  	
   

  	
  1.2

  
	
  (e)

  	
   

  	
  1.2

  
	
  (f)

  	
   

  	
  1.2

  
	
  Section 316(a) (last
  sentence)

  	
   

  	
  1.1

  
	
  (a)(1)(A)

  	
   

  	
  5.2,
  5.12

  
	
  (a)(1) (B)

  	
   

  	
  5.13

  
	
  (b)

  	
   

  	
  5.8

  
	
  Section 317(a) (1)

  	
   

  	
  5.3

  
	
  (a) (2)

  	
   

  	
  5.4

  
	
  (b)

  	
   

  	
  10.3

  
	
  Section 318(a)

  	
   

  	
  1.8

  
							







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



 i
 









 


TABLE OF CONTENTS


	
  

  	
   

  	
   

  	
   

  	
  Page

  
	
  Article 1 DEFINITIONS AND OTHER PROVISIONS OF
  GENERAL APPLICATION

  	
   

  	
  1

  
	
  Section 1.1

  	
   

  	
  Definitions.

  	
   

  	
  1

  
	
  Section 1.2

  	
   

  	
  Compliance Certificates and Opinions.

  	
   

  	
  9

  
	
  Section 1.3

  	
   

  	
  Form of Documents Delivered to Trustee.

  	
   

  	
  10

  
	
  Section 1.4

  	
   

  	
  Acts of Holders.

  	
   

  	
  10

  
	
  Section 1.5

  	
   

  	
  Notices, etc. to Trustee and Company.

  	
   

  	
  12

  
	
  Section 1.6

  	
   

  	
  Notice to Holders of Securities; Waiver.

  	
   

  	
  12

  
	
  Section 1.7

  	
   

  	
  Language of Notices.

  	
   

  	
  13

  
	
  Section 1.8

  	
   

  	
  Conflict with Trust Indenture Act.

  	
   

  	
  13

  
	
  Section 1.9

  	
   

  	
  Effect of Headings and Table of Contents.

  	
   

  	
  13

  
	
  Section 1.10

  	
   

  	
  Successors and Assigns.

  	
   

  	
  13

  
	
  Section 1.11

  	
   

  	
  Separability Clause.

  	
   

  	
  13

  
	
  Section 1.12

  	
   

  	
  Benefits of Indenture.

  	
   

  	
  13

  
	
  Section 1.13

  	
   

  	
  Governing Law.

  	
   

  	
  14

  
	
  Section 1.14

  	
   

  	
  Legal Holidays.

  	
   

  	
  14

  
	
  Section 1.15

  	
   

  	
  Counterparts.

  	
   

  	
  14

  
	
  Section 1.16

  	
   

  	
  Judgment Currency.

  	
   

  	
  14

  
	
  Section 1.17

  	
   

  	
  No Security Interest Created.

  	
   

  	
  15

  
	
  Section 1.18

  	
   

  	
  Limitation on Individual Liability.

  	
   

  	
  15

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Article 2 SECURITIES FORMS

  	
   

  	
  15

  
	
  Section 2.1

  	
   

  	
  Forms Generally.

  	
   

  	
  15

  
	
  Section 2.2

  	
   

  	
  Form of Trustee’s Certificate of Authentication.

  	
   

  	
  16

  
	
  Section 2.3

  	
   

  	
  Securities in Global Form.

  	
   

  	
  16

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Article 3 THE SECURITIES

  	
   

  	
  17

  
	
  Section 3.1

  	
   

  	
  Amount Unlimited; Issuable in Series.

  	
   

  	
  17

  
	
  Section 3.2

  	
   

  	
  Currency; Denominations.

  	
   

  	
  20

  
	
  Section 3.3

  	
   

  	
  Execution, Authentication, Delivery and Dating.

  	
   

  	
  20

  
	
  Section 3.4

  	
   

  	
  Temporary Securities.

  	
   

  	
  22

  
	
  Section 3.5

  	
   

  	
  Registration, Transfer and Exchange.

  	
   

  	
  22

  
	
  Section 3.6

  	
   

  	
  Mutilated, Destroyed, Lost and Stolen Securities.

  	
   

  	
  24

  
	
  Section 3.7

  	
   

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

  	
   

  	
  25

  
	
  Section 3.8

  	
   

  	
  Persons Deemed Owners.

  	
   

  	
  26

  
	
  Section 3.9

  	
   

  	
  Cancellation.

  	
   

  	
  27

  
	
  Section 3.10

  	
   

  	
  Computation of Interest.

  	
   

  	
  27

  
	
  Section 3.11

  	
   

  	
  CUSIP Numbers.

  	
   

  	
  27

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Article 4 SATISFACTION AND DISCHARGE OF INDENTURE

  	
   

  	
  27

  
	
  Section 4.1

  	
   

  	
  Satisfaction and Discharge.

  	
   

  	
  27

  
	
  Section 4.2

  	
   

  	
  Defeasance and Covenant Defeasance.

  	
   

  	
  28

  
	
  Section 4.3

  	
   

  	
  Application of Trust Money.

  	
   

  	
  32

  



 



 ii















 


	
  Article 5 REMEDIES Section 

  	
   

  	
  32

  
	
  Section 5.1

  	
   

  	
  Events of Default.

  	
   

  	
  32

  
	
  Section 5.2

  	
   

  	
  Acceleration of Maturity; Rescission and Annulment.

  	
   

  	
  34

  
	
  Section 5.3

  	
   

  	
  Collection of Debt and Suits for Enforcement by
  Trustee.

  	
   

  	
  35

  
	
  Section 5.4

  	
   

  	
  Trustee May File Proofs of Claim.

  	
   

  	
  35

  
	
  Section 5.5

  	
   

  	
  Trustee May Enforce Claims without Possession of
  Securities.

  	
   

  	
  36

  
	
  Section 5.6

  	
   

  	
  Application of Money Collected.

  	
   

  	
  36

  
	
  Section 5.7

  	
   

  	
  Limitations on Suits.

  	
   

  	
  37

  
	
  Section 5.8

  	
   

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

  	
   

  	
  38

  
	
  Section 5.9

  	
   

  	
  Restoration of Rights and Remedies.

  	
   

  	
  38

  
	
  Section 5.10

  	
   

  	
  Rights and Remedies Cumulative.

  	
   

  	
  38

  
	
  Section 5.11

  	
   

  	
  Delay or Omission Not Waiver.

  	
   

  	
  38

  
	
  Section 5.12

  	
   

  	
  Control by Holders of Securities.

  	
   

  	
  38

  
	
  Section 5.13

  	
   

  	
  Waiver of Past Defaults.

  	
   

  	
  39

  
	
  Section 5.14

  	
   

  	
  Waiver of Usury, Stay or Extension Laws.

  	
   

  	
  39

  
	
  Section 5.15

  	
   

  	
  Undertaking for Costs.

  	
   

  	
  39

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Article 6 THE TRUSTEE 

  	
   

  	
  40

  
	
  Section 6.1

  	
   

  	
  Duties and Responsibilities of Trustee.

  	
   

  	
  40

  
	
  Section 6.2

  	
   

  	
  Certain Rights of Trustee.

  	
   

  	
  41

  
	
  Section 6.3

  	
   

  	
  Notice of Defaults.

  	
   

  	
  43

  
	
  Section 6.4

  	
   

  	
  Not Responsible for Recitals or Issuance of
  Securities.

  	
   

  	
  43

  
	
  Section 6.5

  	
   

  	
  May Hold Securities.

  	
   

  	
  44

  
	
  Section 6.6

  	
   

  	
  Money Held in Trust.

  	
   

  	
  44

  
	
  Section 6.7

  	
   

  	
  Compensation and Reimbursement.

  	
   

  	
  44

  
	
  Section 6.8

  	
   

  	
  Corporate Trustee Required; Eligibility.

  	
   

  	
  45

  
	
  Section 6.9

  	
   

  	
  Resignation and Removal; Appointment of Successor.

  	
   

  	
  45

  
	
  Section 6.10

  	
   

  	
  Acceptance of Appointment by Successor.

  	
   

  	
  47

  
	
  Section 6.11

  	
   

  	
  Merger, Conversion, Consolidation or Succession to
  Business.

  	
   

  	
  48

  
	
  Section 6.12

  	
   

  	
  Appointment of Authenticating Agent.

  	
   

  	
  48

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Article 7 HOLDERS LISTS AND REPORTS BY TRUSTEE AND
  COMPANY 

  	
   

  	
  50

  
	
  Section 7.1

  	
   

  	
  Company to Furnish Trustee Names and Addresses of
  Holders.

  	
   

  	
  50

  
	
  Section 7.2

  	
   

  	
  Preservation of Information; Communications to
  Holders.

  	
   

  	
  50

  
	
  Section 7.3

  	
   

  	
  Reports by Trustee.

  	
   

  	
  50

  
	
  Section 7.4

  	
   

  	
  Reports by Company; Rule 144A Information.

  	
   

  	
  51

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Article 8 CONSOLIDATION, MERGER AND SALES 

  	
   

  	
  52

  
	
  Section 8.1

  	
   

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

  	
   

  	
  52

  
	
  Section 8.2

  	
   

  	
  Successor Person Substituted for Company.

  	
   

  	
  53

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Article 9 SUPPLEMENTAL INDENTURES 

  	
   

  	
  53

  
	
  Section 9.1

  	
   

  	
  Supplemental Indentures without Consent of Holders.

  	
   

  	
  53

  
	
  Section 9.2

  	
   

  	
  Supplemental Indentures with Consent of Holders.

  	
   

  	
  54

  
								



 



 iii
 









 


	
  Section 9.3

  	
   

  	
  Execution of Supplemental Indentures.

  	
   

  	
  55

  
	
  Section 9.4

  	
   

  	
  Effect of Supplemental Indentures.

  	
   

  	
  55

  
	
  Section 9.5

  	
   

  	
  Reference in Securities to Supplemental Indentures.

  	
   

  	
  56

  
	
  Section 9.6

  	
   

  	
  Conformity with Trust Indenture Act.

  	
   

  	
  56

  
	
  Section 9.7

  	
   

  	
  Notice of Supplemental Indenture.

  	
   

  	
  56

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Article 10 COVENANTS 

  	
   

  	
  56

  
	
  Section 10.1

  	
   

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

  	
   

  	
  56

  
	
  Section 10.2

  	
   

  	
  Maintenance of Office or Agency.

  	
   

  	
  56

  
	
  Section 10.3

  	
   

  	
  Money for Securities Payments to Be Held in Trust.

  	
   

  	
  57

  
	
  Section 10.4

  	
   

  	
  Additional Amounts.

  	
   

  	
  58

  
	
  Section 10.5

  	
   

  	
  Legal Existence.

  	
   

  	
  59

  
	
  Section 10.6

  	
   

  	
  Waiver of Certain Covenants.

  	
   

  	
  59

  
	
  Section 10.7

  	
   

  	
  Company Statement as to Compliance; Notice of
  Certain Defaults.

  	
   

  	
  59

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Article 11 REDEMPTION OF SECURITIES 

  	
   

  	
  60

  
	
  Section 11.1

  	
   

  	
  Applicability of Article.

  	
   

  	
  60

  
	
  Section 11.2

  	
   

  	
  Election to Redeem; Notice to Trustee.

  	
   

  	
  60

  
	
  Section 11.3

  	
   

  	
  Selection by Trustee of Securities to be Redeemed.

  	
   

  	
  60

  
	
  Section 11.4

  	
   

  	
  Notice of Redemption.

  	
   

  	
  61

  
	
  Section 11.5

  	
   

  	
  Deposit of Redemption Price.

  	
   

  	
  62

  
	
  Section 11.6

  	
   

  	
  Securities Payable on Redemption Date.

  	
   

  	
  62

  
	
  Section 11.7

  	
   

  	
  Securities Redeemed in Part.

  	
   

  	
  62

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Article 12 SINKING FUNDS

  	
   

  	
  63

  
	
  Section 12.1

  	
   

  	
  Applicability of Article.

  	
   

  	
  63

  
	
  Section 12.2

  	
   

  	
  Satisfaction of Sinking Fund Payments with
  Securities.

  	
   

  	
  63

  
	
  Section 12.3

  	
   

  	
  Redemption of Securities for Sinking Fund.

  	
   

  	
  64

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Article 13 REPAYMENT AT THE OPTION OF HOLDERS

  	
   

  	
  64

  
	
  Section 13.1

  	
   

  	
  Applicability of Article.

  	
   

  	
  64

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Article 14 SECURITIES IN FOREIGN CURRENCIES

  	
   

  	
  64

  
	
  Section 14.1

  	
   

  	
  Applicability of Article.

  	
   

  	
  64

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Article 15 MEETINGS OF HOLDERS OF SECURITIES

  	
   

  	
  65

  
	
  Section 15.1

  	
   

  	
  Purposes for Which Meetings May Be Called.

  	
   

  	
  65

  
	
  Section 15.2

  	
   

  	
  Call, Notice and Place of Meetings.

  	
   

  	
  65

  
	
  Section 15.3

  	
   

  	
  Persons Entitled to Vote at Meetings.

  	
   

  	
  65

  
	
  Section 15.4

  	
   

  	
  Quorum; Action.

  	
   

  	
  66

  
	
  Section 15.5

  	
   

  	
  Determination of Voting Rights; Conduct and
  Adjournment of Meetings.

  	
   

  	
  66

  
	
  Section 15.6

  	
   

  	
  Counting Votes and Recording Action of Meetings.

  	
   

  	
  67

  
												



 



 iv















INDENTURE, dated as of March 14, 2007 (the “Indenture”),
between West Pharmaceutical Services, Inc., a corporation duly organized and
existing under the laws of the Pennsylvania (hereinafter called the “Company”),
having its principal executive office located at 101 Gordon Drive, PO Box 645,
Lionville, Pennsylvania, and U.S. BANK NATIONAL ASSOCIATION, a national banking association
(hereinafter called the “Trustee”), having its Corporate Trust Office located
at Two Liberty Place, 505 16th Street, Suite 2000, Philadelphia, Pennsylvania.


RECITALS


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


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


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


NOW, THEREFORE, THIS INDENTURE WITNESSETH:


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


Article
1

DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION


Section 1.1                                      Definitions.


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


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


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


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



   
 









accounting principles” or “GAAP” with respect to any
computation required or permitted hereunder shall mean such accounting
principles as are generally accepted in the United States of America at the
date or time of such computation;


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


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


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


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


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


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


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


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


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


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


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



 2
 









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


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


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


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


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


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


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


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


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


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



 3
 









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


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


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


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


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


“EMU” means European Economic and Monetary Union.


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


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


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


“Foreign Currency” means any currency, currency unit
or composite currency, including, without limitation, the Euro, issued by the
government of one or more countries other than the



 4
 









United States of America or by any recognized
confederation or association of such governments.


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


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


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


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


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


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


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


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



 5















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


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


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


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


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


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


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


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


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


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



 6
 









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


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


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


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


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


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



 7
 









“Predecessor Security” of any particular Security
means every previous Security evidencing all or a portion of the same Debt as
that evidenced by such particular Security; and, for the purposes of this
definition, any Security authenticated and delivered under Section 3.6 in
exchange for or in lieu of a lost, destroyed, mutilated or stolen Security
shall be deemed to evidence the same Debt as the lost, destroyed, mutilated or
stolen Security.


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


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


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


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


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


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


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


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


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


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



 8
 









interests (considering all general and limited
partnership interests as a single class) is, in each case, at the time owned or
controlled, directly or indirectly, by such Person, one or more of the
Subsidiaries of such Person, or combination thereof.


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


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


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


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


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


Section 1.2                                      Compliance
Certificates and Opinions.


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


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



 9
 









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


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


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


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


Section 1.3                                      Form of Documents
Delivered to Trustee.


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


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


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


Section 1.4                                      Acts
of Holders.


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



 10
 









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


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


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


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


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


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



 11















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


Section 1.5                                      Notices,
etc. to Trustee and Company.


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


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


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


Section 1.6                                      Notice
to Holders of Securities; Waiver.


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


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


When the Company is required, pursuant to this
Indenture, to give notice to Holders by issuing a press release, the Company
shall do so in a public medium that is customary for such 



 12
 









press release; provided,
however, that in such cases, publication of a press release through
the Dow Jones News Service shall be considered sufficient to comply with such
notice obligation.


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


Section 1.7                                      Language
of Notices.


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


Section 1.8                                      Conflict
with Trust Indenture Act.


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


Section 1.9                                      Effect
of Headings and Table of Contents.


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


Section 1.10                                Successors
and Assigns.


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


Section 1.11                                Separability
Clause.


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


Section 1.12                                Benefits
of Indenture.


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



 13
 









Section 1.13                                Governing
Law.


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


Section 1.14                                Legal
Holidays.


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


Section 1.15                                Counterparts.


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


Section 1.16                                Judgment
Currency.


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



 14
 









Section 1.17                                No
Security Interest Created.


Subject to the provisions of Section 10.5, except as
may otherwise be provided pursuant to Section 3.1 with respect to Securities of
any series, nothing in this Indenture or in any Securities, express or implied,
shall be construed to constitute a security interest under the Uniform
Commercial Code or similar legislation, as now or hereafter enacted and in
effect in any jurisdiction where property of the Company is or may be located.


Section 1.18                                Limitation
on Individual Liability.


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


Article
2

SECURITIES FORMS


Section 2.1                                      Forms
Generally.


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


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



 15
 









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


Section 2.2                                      Form
of Trustee’s Certificate of Authentication.


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


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


	
  

  	
  U.S. BANK NATIONAL ASSOCIATION,

  
	
   

  	
  as Trustee

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Authorized Signatory

  



 


Section 2.3                                      Securities
in Global Form.


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


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


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



 16
 









registered form, or (ii) in the case of a global
Security in bearer form, the Person or Persons specified pursuant to Section
3.1.


Article
3

THE SECURITIES


Section 3.1                                      Amount
Unlimited; Issuable in Series.


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


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


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


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


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


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


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


(6)           the rate or rates at
which such Securities shall bear interest, if any, or the method or methods, if
any, by which such rate or rates are to be determined, the date or dates, if any,
from which such interest shall accrue or the method or methods, if any, by
which such date or dates are to be determined, the Interest Payment Dates, if
any, on which such interest shall be payable and the Regular Record Date, if
any, for the interest payable on Securities on any Interest Payment Date,
whether and under what circumstances Additional Amounts on such Securities or
any of them shall be payable, the notice, if any, to Holders regarding the
determination of interest on a floating rate Security and the manner of giving
such notice, and the



 17
 









basis upon which interest shall be calculated if other
than that of a 360-day year of twelve 30-day months;


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


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


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


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


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


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


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



 18















(14)         whether the amount of
payments of principal of, any premium or interest on or any Additional Amounts
with respect to such Securities may be determined with reference to an index,
formula or other method or methods (which index, formula or method or methods
may be based, without limitation, on one or more Currencies, commodities,
equity securities, equity indices or other indices), and, if so, the terms and
conditions upon which and the manner in which such amounts shall be determined
and paid or payable;


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


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


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


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


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


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


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


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


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


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


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



 19
 









and that such persons are authorized to determine,
consistent with such Officers’ Certificate or any applicable supplemental
indenture, such terms and conditions of the Securities of such series as are
specified in such Officers’ Certificate or supplemental indenture.  All Securities of any one series need not be
issued at the same time and, unless otherwise so provided, a series may be
reopened for issuances of additional Securities of such series or to establish
additional terms of such series of Securities.


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


Section 3.2                                      Currency;
Denominations.


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


Section 3.3                                      Execution,
Authentication, Delivery and Dating.


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


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


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


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


(a)           all conditions precedent to the
authentication and delivery of such Securities have been complied with and that
such Securities, when completed by appropriate insertions, executed and
attested by duly authorized officers of the Company,



 20
 









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


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


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


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


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


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


Each Security shall be dated the date of its
authentication.


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



 21
 









Section 3.4                                      Temporary
Securities.


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


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


Section 3.5                                      Registration,
Transfer and Exchange.


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


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



 22
 









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


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


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



 23
 









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


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


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


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


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


Section 3.6                                      Mutilated,
Destroyed, Lost and Stolen Securities.


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


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



 24















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


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


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


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


The provisions of this Section 3.6, as amended or
supplemented pursuant to this Indenture with respect to particular Securities
or generally, shall be exclusive and shall preclude (to the extent lawful) all
other rights and remedies with respect to the replacement or payment of
mutilated, destroyed, lost or stolen Securities.


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


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


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


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



 25
 









of the amount of Defaulted Interest proposed to be
paid on such Security, the Special Record Date therefor and the date of the
proposed payment, and at the same time the Company shall deposit with the
Trustee an amount of money equal to the aggregate amount proposed to be paid in
respect of such Defaulted Interest or shall make arrangements satisfactory to
the Trustee for such deposit on or prior to the date of the proposed payment,
such money when so deposited to be held in trust for the benefit of the Person
entitled to such Defaulted Interest as in this Clause provided.  The Special Record Date for the payment of
such Defaulted Interest shall be not more than 15 days and not less than 10 days
prior to the date of the proposed payment and not less than 10 days after
notification to the Trustee of the proposed payment.  The Trustee shall, in the name and at the
expense of the Company, cause notice of the proposed payment of such Defaulted
Interest and the Special Record Date therefor to be mailed, first-class postage
prepaid, to the Holder of such Security (or a Predecessor Security thereof) at
his address as it appears in the Security Register not less than 10 days prior
to such Special Record Date.


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


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


Subject to the foregoing provisions of this Section
and Section 3.5, each Security delivered under this Indenture upon registration
of transfer of or in exchange for or in lieu of any other Security shall carry
the rights to interest accrued and unpaid, and to accrue, which were carried by
such other Security.


Section 3.8                                      Persons
Deemed Owners.


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


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



 26
 









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


Section 3.9                                      Cancellation.


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


Section 3.10                                Computation
of Interest.


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


Section 3.11                                CUSIP
Numbers.


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


Article
4

SATISFACTION AND DISCHARGE OF INDENTURE


Section 4.1                                      Satisfaction
and Discharge.


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


(a) either



 27
 









(i) all outstanding
Securities (other than Securities replaced pursuant to Section 3.6 hereof) have
been delivered to the Trustee for cancellation or


(ii) all outstanding
Securities have become due and payable at their Stated Maturity and the Company
irrevocably deposits, prior to the applicable due date, with the Trustee or the
Paying Agent (if the Paying Agent is not the Company or any of its Affiliates)
cash, and, if applicable as herein provided and in accordance herewith, such
other consideration, sufficient to pay all amounts due and owing on all
outstanding Securities (other than Securities replaced pursuant to Section 3.6
hereof) on the Maturity Date;


(b) the Company pays to
the Trustee all other sums payable hereunder by the Company;


(c) no Default or Event
of Default with respect to the Securities shall exist on the date of such deposit;


(d) such deposit will not
result in a breach or violation of, or constitute a Default or Event of Default
under, this Indenture or any other agreement or instrument to which the Company
is a party or by which it is bound; and


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


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


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


Section 4.2             Defeasance
and Covenant Defeasance.


(1)           Unless pursuant to
Section 3.1, either or both of (i) defeasance of the Securities of or within a
series under Section 4.2(2) shall not be applicable with respect to the
Securities of such series or (ii) covenant defeasance of the Securities of or
within a series under Section 4.2(3) shall not be applicable with respect to
the Securities of such series, then such provisions, together with the other
provisions of this Section 4.2 (with such modifications thereto as may be
specified 



 28
 









pursuant to Section 3.1 with respect to any
Securities), shall be applicable to such Securities, and the Company may at its
option by Board Resolution, at any time, with respect to such Securities, elect
to have Section 4.2(2) or Section 4.2(3) be applied to such Outstanding
Securities upon compliance with the conditions set forth below in this Section
4.2.


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


(3)           Upon the Company’s
exercise of the option to have this Section 4.2(3) apply with respect to any
Securities of or within a series, the Company shall be released from its
obligations under Section 10.5 and, to the extent specified pursuant to any
indenture supplement, any other covenant applicable to such Securities, with
respect to such Outstanding Securities on and after the date the conditions set
forth in clause (4) of this Section 4.2 are satisfied (hereinafter, “covenant
defeasance”), and such Securities shall thereafter be deemed to be not “Outstanding”
for the purposes of any direction, waiver, consent or declaration or Act of
Holders (and the consequences of any thereof) in connection with any such
covenant, but shall continue to be deemed “Outstanding” for all other purposes
hereunder.  For this purpose, such
covenant defeasance means that, with respect to such Outstanding Securities,
the Company may omit to comply with, and shall have no liability in respect of,
any term, condition or limitation set forth in any such Section or such other
covenant, whether directly or indirectly, by reason of any reference elsewhere
herein to any such Section or such other covenant or by reason of reference in
any such Section or such other covenant to any other provision herein or in any
other document and such omission to comply shall not constitute a default or an
Event of Default under Section 5.1(4) or 5.1(7) or otherwise, as the case may
be, but, except as specified above, the remainder of this Indenture and such
Securities shall be unaffected thereby.



 29
 









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


(a)           The Company shall irrevocably have
deposited or caused to be deposited with the Trustee (or another trustee
satisfying the requirements of Section 6.8 who shall agree to comply with the
provisions of this Section 4.2 applicable to it) as trust funds in trust for
the purpose of making the following payments, specifically pledged as security
for, and dedicated solely to, the benefit of the Holders of such Securities,
(1) an amount in Dollars or in such Foreign Currency in which such Securities
are then specified as payable at Stated Maturity, or (2) Government Obligations
applicable to such Securities (determined on the basis of the Currency in which
such Securities are then specified as payable at Stated Maturity) which through
the scheduled payment of principal and interest in respect thereof in
accordance with their terms will provide, not later than one day before the due
date of any payment of principal of (and premium, if any) and interest, if any,
on such Securities, money in an amount, or (3) a combination thereof, in any
case, in an amount, sufficient, without consideration of any reinvestment of
such principal and interest, in the opinion of a nationally recognized firm of
independent public accountants expressed in a written certification thereof
delivered to the Trustee, to pay and discharge, and which shall be applied by
the Trustee (or other qualifying trustee) to pay and discharge, (y) the
principal of (and premium, if any) and interest, if any, on such Outstanding
Securities at the Stated Maturity of such principal or installment of principal
or premium or interest and (z) any mandatory sinking fund payments or analogous
payments applicable to such Outstanding Securities on the days on which such
payments are due and payable in accordance with the terms of this Indenture and
of such Securities.


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


(c)           No Event of Default or event which
with notice or lapse of time or both would become an Event of Default with
respect to such Securities shall have occurred and be continuing on the date of
establishment of such trust and, with respect to defeasance only, at any time
during the period ending on the 91st day after the date of such deposit (it
being understood that this condition shall not be deemed satisfied until the
expiration of such period).


(d)           In the case of an election under
clause (2) of this Section 4.2, the Company shall have delivered to the Trustee
an Opinion of Counsel stating that (i) the Company has received from the
Internal Revenue Service a letter ruling, or there has been published by the
Internal Revenue Service a Revenue Ruling, or (ii) since the date of execution
of this Indenture, there has been a change in the applicable Federal income tax
law, in either case to the effect that, and based thereon such opinion shall
confirm that, the Holders of such Outstanding Securities will not recognize
income, gain or loss for Federal income tax purposes solely as a result of such
defeasance and will be subject to Federal income tax on the same amounts, in
the same manner and at the same times as would have been the case if such
defeasance had not occurred.



 30















(e)           In the case of an election under
clause (3) of this Section 4.2, the Company shall have delivered to the Trustee
an Opinion of Counsel to the effect that the Holders of such Outstanding
Securities will not recognize income, gain or loss for Federal income tax
purposes as a result of such covenant defeasance and will be subject to Federal
income tax on the same amounts, in the same manner and at the same times as
would have been the case if such covenant defeasance had not occurred.


(f)            The Company shall have delivered to
the Trustee an Opinion of Counsel to the effect that, after the 91st day after
the date of establishment of such trust, all money and Government Obligations
(or other property as may be provided pursuant to Section 3.1) (including the proceeds
thereof) deposited or caused to be deposited with the Trustee (or other
qualifying trustee) pursuant to Section 4.2(4) to be held in trust will not be
subject to any case or proceeding (whether voluntary or involuntary) in respect
of the Company under any Federal or State bankruptcy, insolvency,
reorganization or other similar law, or any decree or order for relief in
respect of the Company issued in connection therewith.


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


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


(5)           Unless otherwise
specified in or pursuant to this Indenture or any Security, if, after a deposit
referred to in Section 4.2(4)(a) has been made, (a) the Holder of a Security in
respect of which such deposit was made is entitled to, and does, elect pursuant
to Section 3.1 or the terms of such Security to receive payment in a Currency
other than that in which the deposit pursuant to Section 4.2(4)(a) has been
made in respect of such Security, or (b) a Conversion Event occurs in respect
of the Foreign Currency in which the deposit pursuant to Section 4.2(4)(a) has
been made, the indebtedness represented by such Security shall be deemed to
have been, and will be, fully discharged and satisfied through the payment of
the principal of (and premium, if any), and interest, if any, on, and Additional
Amounts, if any, with respect to, such Security as the same becomes due out of
the proceeds yielded by converting (from time to time as specified below in the
case of any such election) the amount or other property deposited in respect of
such Security into the Currency in which such Security becomes payable as a
result of such election or Conversion Event based on (x) in the case of
payments made pursuant to clause (a) above, the applicable market exchange rate
for such Currency in effect on the second Business Day prior to each payment
date, or (y) with respect to a Conversion Event, the applicable market exchange
rate for such Foreign Currency in effect (as nearly as feasible) at the time of
the Conversion Event.  The Company shall
pay and indemnify the Trustee (or other qualifying trustee, collectively for
purposes of Section 4.3, the “Trustee”) against any tax, fee or other charge,
imposed on or assessed against the Government Obligations deposited pursuant to



 31
 









this Section 4.2 or the principal or interest received
in respect thereof other than any such tax, fee or other charge which by law is
for the account of the Holders of such Outstanding Securities.


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


Section 4.3                                      Application
of Trust Money.


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


Article
5

REMEDIES SECTION


Section 5.1                                      Events
of Default.


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


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


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



 32
 









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


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


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


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


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


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


(6)           the commencement by
the Company of a voluntary proceeding under any applicable bankruptcy,
insolvency, reorganization or other similar law or of a voluntary proceeding
seeking to be adjudicated insolvent or the consent by the Company to the entry
of a decree or order for relief in an involuntary proceeding under any
applicable bankruptcy, insolvency, reorganization or other similar law or to
the commencement of any insolvency proceedings against it, or the filing by the
Company of a petition or answer or consent seeking reorganization, arrangement,
adjustment or composition of the Company or relief under any applicable law, or
the consent by the Company to the filing of such petition or to the appointment
of or taking possession by a custodian, receiver, liquidator, assignee, trustee
or similar official of the Company or any substantial part of the property of
the Company, or the making by the Company of an assignment for the benefit of creditors,
or the taking of corporate action by the Company in furtherance of any such
action; or


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



 33
 









Section 5.2                                      Acceleration
of Maturity; Rescission and Annulment.


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


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


At any time after a declaration of acceleration with
respect to the Securities of any series has been made and before a judgment or
decree for payment of the money due has been obtained by the Trustee as
hereinafter in this Article provided, the Holders of not less than a majority
in principal amount of the Outstanding Securities of such series, by written notice
to the Company, and the Trustee, may rescind and annul such declaration and its
consequences if


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


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


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


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


(d)           all sums paid or advanced by the
Trustee hereunder and the reasonable compensation, expenses, disbursements and
advances of the Trustee, its agents and counsel and all other amounts due the
Trustee under Section 6.7; and


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



 34
 









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


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


The Company covenants that if


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


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


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


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


Section 5.4                                      Trustee
May File Proofs of Claim.


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



 35
 









payment of any overdue principal, premium, interest or
Additional Amounts) shall be entitled and empowered, by intervention in such
proceeding or otherwise,


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


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


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


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


Section 5.5                                      Trustee
May Enforce Claims without Possession of Securities.


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


Section 5.6                                      Application
of Money Collected.


Any money collected by the Trustee pursuant to this
Article shall, unless otherwise provided pursuant to Section 3.1, be applied in
the following order with respect to the Securities of such series, at the date
or dates fixed by the Trustee and, in case of the distribution of such money on
account of principal, or any premium, interest or Additional Amounts, upon
presentation of the Securities of the applicable series and the notation
thereon of the payment if only partially paid and upon surrender thereof if
fully paid:



 36














FIRST: To the payment of all amounts due the Trustee and any
predecessor Trustee under Section 6.7;


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


THIRD: To the Company.


Section 5.7                                      Limitations
on Suits.


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


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


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


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


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


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


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



 37
 








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


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


Section 5.9                                      Restoration
of Rights and Remedies.


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


Section 5.10                                Rights
and Remedies Cumulative.


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


Section 5.11                                Delay
or Omission Not Waiver.


No delay or omission of the Trustee or of any Holder
of any Security to exercise any right or remedy accruing upon any Event of
Default shall impair any such right or remedy or constitute a waiver of any
such Event of Default or an acquiescence therein.  Every right and remedy given by this Article
or by law to the Trustee or to any Holder of a Security may be exercised from
time to time, and as often as may be deemed expedient, by the Trustee or by
such Holder, as the case may be.


Section 5.12                                Control
by Holders of Securities.


The Holders of a majority in principal amount of the
Outstanding Securities of any series shall have the right to direct the time,
method and place of conducting any proceeding for any



 38
 








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


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


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


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


Section 5.13                                Waiver
of Past Defaults.


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


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


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


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


Section 5.14                                Waiver
of Usury, Stay or Extension Laws.


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


Section 5.15                                Undertaking
for Costs.


All parties to this Indenture agree, and each Holder
of any Security by his acceptance thereof shall be deemed to have agreed, that
any court may in its discretion require, in any suit for the enforcement of any
right or remedy under this Indenture, or in any suit against the Trustee for
any action taken or omitted by it as Trustee, the filing by any party litigant
in such suit of any 



 39
 








undertaking to pay the costs of such suit, and that
such court may in its discretion assess reasonable costs, including reasonable
attorneys’ fees, against any party litigant in such suit having due regard to
the merits and good faith of the claims or defenses made by such party
litigant; but the provisions of this Section 5.15 shall not apply to any suit
instituted by the Trustee, to any suit instituted by any Holder, or group of
Holders, holding in the aggregate more than 10% in principal amount of
Outstanding Securities of any series, or to any suit instituted by any Holder
for the enforcement of the payment of the principal of (or premium, if any) or
interest, if any, on or Additional Amounts, if any, with respect to any
Security on or after the respective Stated Maturities expressed in such
Security (or, in the case of redemption, on or after the Redemption Date, and,
in the case of repayment, on or after the date for repayment).


Article
6

THE TRUSTEE


Section 6.1                                      Duties
and Responsibilities of Trustee.


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


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


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


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


(ii)           in the absence of bad faith and
willful misconduct on the part of the Trustee, the Trustee may conclusively
rely as to the truth of the statements and the correctness of the opinions
expressed therein, upon any certificates or opinions furnished to the Trustee
and conforming to the requirements of this Indenture; but, in the case of any
such certificates or opinions which by any provisions hereof are specifically
required to be furnished to the Trustee under this Indenture, the Trustee shall
be under a duty to examine the same to determine whether or not they conform to
the requirements of this Indenture but need not



 40
 








confirm or investigate the accuracy of
mathematical calculations or other facts stated therein;


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


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


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


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


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


Section 6.2                                      Certain
Rights of Trustee.


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


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


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


(3)           whenever in the
administration of this Indenture the Trustee shall deem it desirable that a
matter be proved or established prior to taking, suffering or omitting any
action



 41
 








hereunder, the Trustee (unless other evidence shall be
herein specifically prescribed) may, in the absence of bad faith on its part
may require an Officers’ Certificate or an Opinion of Counsel;


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


(5)           the Trustee shall be
under no obligation to exercise any of the rights or powers vested in it by or
pursuant to this Indenture at the request or direction of any of the Holders of
Securities of any series pursuant to this Indenture, unless such Holders shall
have offered to the Trustee such security or indemnity as is reasonably
satisfactory to it against the costs, expenses and liabilities which might be
incurred by it in compliance with such request or direction;


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


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


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


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


(10)         the Trustee shall not
be liable with respect to any action taken, suffered or omitted to be taken by
it in good faith in accordance with an Act of the Holders hereunder, and, to
the extent not so provided herein, with respect to any act requiring the
Trustee to exercise its own discretion, relating to the time, method and place
of conducting any proceeding for any remedy available to the Trustee, or
exercising any trust or power conferred upon the Trustee, under this Indenture
or any Securities, unless it shall be proved that, in connection with any such
action taken, suffered or omitted or any such act, the Trustee was grossly
negligent, acted in bad faith or engaged in willful misconduct;



 42
 








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


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


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


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


Section 6.3                                      Notice
of Defaults.


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


Section 6.4                                      Not
Responsible for Recitals or Issuance of Securities.


The recitals contained herein and in the Securities,
except the Trustee’s certificate of authentication, shall be taken as the
statements of the Company and neither the Trustee nor any Authenticating Agent
assumes any responsibility for their correctness.  The Trustee makes no representations as to
the validity or sufficiency of this Indenture or of the Securities, except that
the Trustee represents that it is duly authorized to execute and deliver this
Indenture, authenticate the Securities and perform its obligations hereunder
and that the statements made by it in a Statement of Eligibility on Form T-1,
if necessary, supplied to the Company are true and accurate, subject to the
qualifications set forth therein. 
Neither the Trustee nor any 



 43
 








Authenticating Agent shall be accountable for the use
or application by the Company of the Securities or the proceeds thereof.


Section 6.5                                      May
Hold Securities.


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


Section 6.6                                      Money
Held in Trust.


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


Section 6.7                                      Compensation
and Reimbursement.


The Company agrees:


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


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


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


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



 44















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


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


Section 6.8                                      Corporate
Trustee Required; Eligibility.


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


Section 6.9                                      Resignation
and Removal; Appointment of Successor.


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


(2)           The Trustee may resign at any time
with respect to the Securities of one or more series by giving written notice
thereof to the Company.  If the
instrument of acceptance by a successor Trustee required by Section 6.10 shall
not have been delivered to the Trustee within 30 days after the giving of such
notice of resignation, the resigning Trustee may petition any court of
competent jurisdiction for the appointment of a successor Trustee with respect
to such series.


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


(4)           If at any time:


(a)           the
Trustee shall fail to comply with the obligations imposed upon it under Section
310(b) of the Trust Indenture Act with respect to Securities of any series
after written request therefor by the Company or any Holder of a Security of such
series who has been a bona fide Holder of a Security of such series for at
least six months, or


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



 45
 









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


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


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


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


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



 46
 









Section 6.10                                Acceptance
of Appointment by Successor.


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


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



 47
 









series to which the appointment of such
successor Trustee relates, subject to its claim, if any, provided for in
Section 6.7.


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


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


Section 6.11                                Merger,
Conversion, Consolidation or Succession to Business.


Any Corporation into
which the Trustee may be merged or converted or with which it may be
consolidated, or any Corporation resulting from any merger, conversion or
consolidation to which the Trustee shall be a party, or any Corporation
succeeding to all or substantially all of the corporate trust business of the
Trustee, shall be the successor of the Trustee hereunder, without the execution
or filing of any paper or any further act on the part of any of the parties
hereto.  In case any Securities shall
have been authenticated but not delivered by the Trustee then in office, any
successor by merger, conversion or consolidation to such authenticating Trustee
may adopt such authentication and deliver the Securities so authenticated with
the same effect as if such successor Trustee had itself authenticated such Securities.


Section 6.12                                Appointment
of Authenticating Agent.


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


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



 48
 









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


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


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


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


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


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


	
   

  	
  U.S. BANK NATIONAL
  ASSOCIATION,

  
	
   

  	
  as Trustee

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  as
  Authenticating Agent

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Authorized
  Signatory

  



 



 49
 









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


ARTICLE 7

HOLDERS LISTS AND REPORTS BY TRUSTEE AND COMPANY


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


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


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


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


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


Section 7.2                                      Preservation
of Information; Communications to Holders.


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


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


Section 7.3                                      Reports by
Trustee.


(1)           Within 60 days after May 15 of each
year commencing with May 15, 2008 or such later May 15 following the first
issuance of Securities pursuant to Section 3.1, if required by Section 313(a)
of the Trust Indenture Act, the Trustee shall transmit, pursuant to Section
313(c)



 50
 









of the Trust Indenture Act, a brief report
dated as of such May 15 with respect to any of the events specified in said
Section 313(a) which may have occurred since the later of the immediately
preceding May 15 and the date of this Indenture.


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


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


Section 7.4                                      Reports by
Company; Rule 144A Information.


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


(2)           In addition, in the event that the
offer and sale of the Securities of any series has not been registered under
the Securities Act of 1933, as amended, in reliance on Section 4(2)



 51
 









thereof, the Company agrees that, in order to
render such Securities eligible for resale pursuant to Rule 144A, while any of
such Securities remain outstanding and “restricted securities” (within the
meaning of Rule 144(a) (3) under the Securities Act of 1933, as amended), the
Company will make available, upon request, to any Holder or owner of Securities
or prospective purchasers of Securities the information specified in Rule 144A(d)(4)
with respect to the Company, unless such information is furnished to the
Commission pursuant to Section 13 or 15(d) of the Securities Exchange Act of
1934, as amended.


ARTICLE 8

CONSOLIDATION, MERGER AND SALES


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


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


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


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


(3)           either the Company or the successor
Person shall have delivered to the Trustee an Officers’ Certificate and an
Opinion of Counsel, each stating that such consolidation, merger, conveyance,
transfer, lease or other disposition and, if a supplemental indenture is
required in connection with such transaction, such supplemental indenture
comply with this Article and that all conditions precedent herein provided for
relating to such transaction have been complied with.



 52















 


Section 8.2                                      Successor
Person Substituted for Company.


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


ARTICLE 9

SUPPLEMENTAL INDENTURES


Section 9.1                                      Supplemental
Indentures without Consent of Holders.


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


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


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


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


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


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


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



 53
 









 


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


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


(9)           to supplement any of
the provisions of this Indenture to such extent as shall be necessary to permit
or facilitate the defeasance and discharge of any series of Securities pursuant
to Article 4, provided that any such action shall not adversely affect the
interests of any Holder of an Outstanding Security of such series or any other
Outstanding Security in any material respect; or


(10)         to secure the
Securities;


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


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


Section 9.2                                      Supplemental
Indentures with Consent of Holders.


With the consent of the Holders of not less than a
majority in principal amount of the Outstanding Securities of each series
affected by such supplemental indenture, by Act of said Holders delivered to
the Company and the Trustee, the Company (when authorized by or pursuant to a
Company’s Board Resolution) and the Trustee may enter into an indenture or
indentures supplemental hereto for the purpose of adding any provisions to or
changing in any manner or eliminating any of the provisions of this Indenture
or of modifying in any manner the rights of the Holders of Securities of such
series under this Indenture or of the Securities of such series; provided,
however, that no such supplemental indenture, without the consent of the Holder
of each Outstanding Security affected thereby, shall


(1)           change the Stated
Maturity of the principal of, or any premium or installment of interest on or
any Additional Amounts with respect to, any Security, or reduce the principal
amount thereof or the rate (or modify the calculation of such rate) of interest
thereon or any Additional Amounts with respect thereto, or any premium payable
upon the redemption thereof or otherwise, or change the obligation of the
Company to pay Additional Amounts pursuant to Section 10.4 (except as
contemplated by Section 8.1(1) and permitted by Section 9.1(1)), or reduce the
amount of the principal of an Original Issue Discount Security that would be
due and payable upon a declaration of acceleration of the Maturity thereof
pursuant to Section 5.2 or the amount thereof provable in bankruptcy pursuant
to Section 5.4, change the redemption provisions or adversely affect the right
of repayment at the option of any Holder as contemplated by Article 13, or
change the Place of Payment, Currency in which the principal of, any premium or
interest on, or any Additional Amounts with respect to any Security is payable,
or impair the 



 54
 









right to
institute suit for the enforcement of any such payment on or after the Stated
Maturity thereof (or, in the case of redemption, on or after the Redemption
Date or, in the case of repayment at the option of the Holder, on or after the
date for repayment), in each case, as provided herein, or, with respect to any
Security that pursuant to Section 3.1, is convertible or exchangeable,
adversely affects the right of any Holder to convert or exchange such Security
in accordance with the terms thereof, or


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


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


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


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


Section 9.3                                      Execution
of Supplemental Indentures.


As a condition to executing, or accepting the
additional trusts created by, any supplemental indenture permitted by this
Article or the modifications thereby of the trust created by this Indenture,
the Trustee shall be provided, and (subject to Section 315 of the Trust
Indenture Act) shall be fully protected in relying upon, an Opinion of Counsel
and an Officers’ Certificate stating that the execution of such supplemental
indenture is authorized or permitted by this Indenture and that all conditions
precedent to the execution of such supplemental indenture have been
fulfilled.  The Trustee may, but shall
not be obligated to, enter into any such supplemental indenture which affects
the Trustee’s own rights, duties or immunities under this Indenture or
otherwise.


Section 9.4                                      Effect
of Supplemental Indentures.


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



 55
 









 


Section 9.5                                      Reference
in Securities to Supplemental Indentures.


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


Section 9.6                                      Conformity
with Trust Indenture Act.


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


Section 9.7                                      Notice
of Supplemental Indenture.


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


ARTICLE 10

COVENANTS


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


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


Section 10.2                                Maintenance
of Office or Agency.


The Company shall maintain in each Place of Payment
for any series of Securities an Office or Agency where Securities of such
series may be presented or surrendered for payment, where Securities of such
series may be surrendered for registration of transfer or exchange, and where
notices and demands to or upon the Company in respect of the Securities of such
series relating thereto and this Indenture may be served.  The Company will give prompt written notice
to the Trustee of the location, and any change in the location, of such Office
or Agency.  If at any time the Company
shall fail to maintain any such required Office or Agency or shall fail to
furnish the Trustee with the address thereof, such presentations, surrenders,
notices and demands may be made or served at the Corporate Trust Office of the
Trustee and the Company appoints the Trustee as its agent to receive all such
presentations, surrenders, notices and demands.



 56
 









 


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


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


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


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


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


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


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



 57















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


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


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


Section 10.4                                Additional
Amounts.


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


Except as otherwise provided in or pursuant to this
Indenture or the Securities of the applicable series, if the Securities of a
series provide for the payment of Additional Amounts, at least 10 days prior to
the first Interest Payment Date with respect to such series of Securities (or
if the Securities of such series shall not bear interest prior to Maturity, the
first day on which a payment of principal is made), and at least 10 days prior
to each date of payment of principal or interest if there has been any change
with respect to the matters set forth in the below-mentioned Officers’
Certificate, the Company shall furnish to the Trustee and the principal Paying
Agent or Paying Agents, if other than the Trustee, an Officers’ Certificate
instructing the Trustee and such Paying Agent or Paying Agents whether such
payment of principal of and premium, if any, or interest on the Securities of
such series shall be made to Holders of Securities of such series who are U.S.
Aliens without withholding for or on account of any tax, assessment or other 


 



 58
 









 


governmental charge
described in the Securities of such series. 
If any such withholding shall be required, then such Officers’
Certificate shall specify by country the amount, if any, required to be
withheld on such payments to such Holders of Securities, and the Company agrees
to pay to the Trustee or such Paying Agent the Additional Amounts required by
the terms of such Securities.  The
Company covenants to indemnify the Trustee and any Paying Agent for, and to
hold them harmless against, any loss, liability or expense reasonably incurred
without negligence or bad faith on their part arising out of or in connection
with actions taken or omitted by any of them in reliance on any Officers’
Certificate furnished pursuant to this Section.


Section 10.5                                Legal
Existence.


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


Section 10.6                                Waiver
of Certain Covenants.


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


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


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


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


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


 



 59
 









after notice or lapse of time or both would
become, an Event of Default, or, if such an event has occurred and is
continuing, specifying each such event known to him and the nature and status
thereof.


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


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


ARTICLE 11

REDEMPTION OF SECURITIES


Section 11.1                                Applicability
of Article.


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


Section 11.2                                Election
to Redeem; Notice to Trustee.


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


Section 11.3                                Selection
by Trustee of Securities to be Redeemed.


If less than all of the Securities of any series are
to be redeemed, the particular Securities to be redeemed shall be selected not
more than 60 days prior to the Redemption Date by the Trustee from the
Outstanding Securities of such series not previously called for redemption, by
such method as the Trustee shall deem fair and appropriate and which may
provide for the selection for redemption of portions of the principal amount of
Securities of such series; provided, however, that no such partial redemption
shall reduce the portion of the principal amount of a Security of such series
not redeemed to less than the minimum denomination for a Security of such
series established herein or pursuant hereto.


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


For all purposes of this Indenture, unless the context
otherwise requires, all provisions relating to the redemption of Securities
shall relate, in the case of any Securities redeemed or to 


 



 60
 









 


be redeemed only in part,
to the portion of the principal of such Securities which has been or is to be
redeemed.


Section 11.4                                Notice
of Redemption.


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


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


All notices of redemption shall state:


(1)           the Redemption Date,


(2)           the Redemption
Price,


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


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


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


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


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


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


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


 



 61
 









 


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


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


Section 11.5                                Deposit
of Redemption Price.


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


Section 11.6                                Securities
Payable on Redemption Date.


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


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


Section 11.7                                Securities
Redeemed in Part.


Any Security which is to be redeemed only in part
shall be surrendered at any Office or Agency for such Security (with, if the
Company or the Trustee so requires, due endorsement by, or a written instrument
of transfer in form satisfactory to the Company and the Trustee duly executed
by, the Holder thereof or his attorney duly authorized in writing) and the
Company 


 



 62
 









 


shall execute and the
Trustee shall authenticate and deliver to the Holder of such Security without
service charge, a new Security or Securities of the same series, containing
identical terms and provisions, of any authorized denomination as requested by
such Holder in aggregate principal amount equal to and in exchange for the
unredeemed portion of the principal of the Security so surrendered.  If a Security in global form is so
surrendered, the Company shall execute, and the Trustee shall authenticate and
deliver to the Depository for such Security in global form as shall be
specified in the Company Order with respect thereto to the Trustee, without
service charge, a new Security in global form in a denomination equal to and in
exchange for the unredeemed portion of the principal of the Security in global
form so surrendered.


ARTICLE 12

SINKING FUNDS


Section 12.1                                Applicability
of Article.


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


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


Section 12.2                                Satisfaction
of Sinking Fund Payments with Securities.


The Company may, in satisfaction of all or any part of
any sinking fund payment with respect to the Securities of any series to be
made pursuant to the terms of such Securities (1) deliver Outstanding
Securities of such series (other than any of such Securities previously called
for redemption or any of such Securities in respect of which cash shall have
been released to the Company) and (2) apply as a credit Securities of such
series which have been redeemed either at the election of the Company pursuant
to the terms of such series of Securities or through the application of
permitted optional sinking fund payments pursuant to the terms of such
Securities, provided that such series of Securities have not been previously so
credited.  Such Securities shall be
received and credited for such purpose by the Trustee at the Redemption Price
specified in such Securities for redemption through operation of the sinking
fund and the amount of such sinking fund payment shall be reduced
accordingly.  If, as a result of the
delivery or credit of Securities of any series in lieu of cash payments
pursuant to this Section 12.2, the principal amount of Securities of such
series to be redeemed in order to satisfy the remaining sinking fund payment
shall be less than $100,000, the Trustee need not call Securities of such
series for redemption, except upon Company Request, and such cash payment shall
be held by the Trustee 


 



 63
 









 


or a Paying Agent and
applied to the next succeeding sinking fund payment, provided, however, that
the Trustee or such Paying Agent shall at the request of the Company from time
to time pay over and deliver to the Company any cash payment so being held by
the Trustee or such Paying Agent upon delivery by the Company to the Trustee of
Securities of that series purchased by the Company having an unpaid principal
amount equal to the cash payment requested to be released to the Company.


Section 12.3                                Redemption
of Securities for Sinking Fund.


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


ARTICLE 13

REPAYMENT AT THE OPTION OF HOLDERS


Section 13.1                                Applicability
of Article.


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


ARTICLE 14

SECURITIES IN FOREIGN CURRENCIES


Section 14.1                                Applicability
of Article.


Whenever this Indenture provides for (i) any action
by, or the determination of any of the rights of, Holders of Securities of any
series in which not all of such Securities are denominated in the same
Currency, or (ii) any distribution to Holders of Securities, in the absence of
any 


 



 64
 









 


provision to the contrary
in the form of Security of any particular series or pursuant to this Indenture
or the Securities, any amount in respect of any Security denominated in a
Currency other than Dollars shall be treated for any such action or
distribution as that amount of Dollars that could be obtained for such amount
on such reasonable basis of exchange and as of the record date with respect to
Securities of such series (if any) for such action, determination of rights or
distribution (or, if there shall be no applicable record date, such other date
reasonably proximate to the date of such action, determination of rights or
distribution) as the Company may specify in a written notice to the Trustee.


ARTICLE 15

MEETINGS OF HOLDERS OF SECURITIES


Section 15.1                                Purposes
for Which Meetings May Be Called.


A meeting of Holders of Securities of any series may
be called at any time and from time to time pursuant to this Article to make,
give or take any request, demand, authorization, direction, notice, consent,
waiver or other Act provided by this Indenture to be made, given or taken by
Holders of Securities of such series.


Section 15.2                                Call,
Notice and Place of Meetings.


(1)           The Trustee may at
any time call a meeting of Holders of Securities of any series for any purpose
specified in Section 15.1, to be held at such time and at such place in the
United States as the Trustee shall determine. 
Notice of every meeting of Holders of Securities of any series, setting
forth the time and the place of such meeting and in general terms the action
proposed to be taken at such meeting, shall be given, in the manner provided in
Section 1.6, not less than 21 nor more than 180 days prior to the date fixed
for the meeting.


(2)           In case at any time
the Company (by or pursuant to a Board Resolution), or the Holders of at least
10% in principal amount of the Outstanding Securities of any series shall have
requested the Trustee to call a meeting of the Holders of Securities of such
series for any purpose specified in Section 15.1, by written request setting
forth in reasonable detail the action proposed to be taken at the meeting, and
the Trustee shall not have mailed notice of or made the first publication of
the notice of such meeting within 21 days after receipt of such request
(whichever shall be required pursuant to Section 1.6) or shall not thereafter
proceed to cause the meeting to be held as provided herein, then the Company or
the Holders of Securities of such series in the amount above specified, as the
case may be, may determine the time and the place in the United States, and may
call such meeting for such purposes by giving notice thereof as provided in
clause (1) of this Section.


Section 15.3                                Persons
Entitled to Vote at Meetings.


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


 



 65
 









 


present or to speak at
any meeting of Holders of Securities of any series shall be the Persons
entitled to vote at such meeting and their counsel, any representatives of the
Trustee and its counsel and any representatives of the Company and its counsel.


Section 15.4                                Quorum;
Action.


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


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


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


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


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


 



 66
 









 


appointing
proxies, regular on their face, may be presumed valid and genuine without the
proof specified in Section 1.4 or other proof.


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


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


(4)           Any meeting of
Holders of Securities of any series duly called pursuant to Section 15.2 at
which a quorum is present may be adjourned from time to time by Persons entitled
to vote a majority in principal amount of the Outstanding Securities of such
series represented at the meeting; and the meeting may be held as so adjourned
without further notice.


Section 15.6                                Counting
Votes and Recording Action of Meetings.


The vote upon any resolution submitted to any meeting
of Holders of Securities of any series shall be by written ballots on which
shall be subscribed the signatures of the Holders of Securities of such series
or of their representatives by proxy and the principal amounts and serial
numbers of the Outstanding Securities of such series held or represented by
them.  The permanent chairman of the
meeting shall appoint two inspectors of votes who shall count all votes cast at
the meeting for or against any resolution and who shall make and file with the
secretary of the meeting their verified written reports in triplicate of all
votes cast at the meeting.  A record, at
least in triplicate, of the proceedings of each meeting of Holders of
Securities of any series shall be prepared by the secretary of the meeting and
there shall be attached to said record the original reports of the inspectors
of votes on any vote by ballot taken thereat and affidavits by one or more
persons having knowledge of the facts setting forth a copy of the notice of the
meeting and showing that said notice was given as provided in Section 15.2 and,
if applicable, Section 15.4.  Each copy
shall be signed and verified by the affidavits of the permanent chairman and
secretary of the meeting and one such copy shall be delivered to the Company
and another to the Trustee to be preserved by the Trustee, the latter to have
attached thereto the ballots voted at the meeting.  Any record so signed and verified shall be conclusive
evidence of the matters therein stated.



 67
 









 


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




	
   

  	
  WEST PHARMACEUTICAL SERVICES, INC. 

  as Issuer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ William J. Federici

  
	
   

  	
   

  	
          Name:
  William J. Federici

  
	
   

  	
   

  	
          Title:
  Vice President and Chief Financial Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  U.S. BANK NATIONAL ASSOCIATION,

  as Trustee

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ George J. Rayzis

  
	
   

  	
   

  	
          Name:
  George J. Rayzis

  
	
   

  	
   

  	
          Title:
  Vice President

  






 



 68