Exhibit
4.5.2


INDENTURE


BETWEEN


PHARMACOPEIA DRUG DISCOVERY, INC.


AND


                       ,


AS TRUSTEE


 


 


 


 


 


DATED AS OF                   
, 200 


SUBORDINATED DEBT
SECURITIES


(Issuable in
Series)


 


 


 
















TABLE OF CONTENTS


ARTICLE 1


DEFINITIONS AND OTHER PROVISIONS OF GENERAL
APPLICATION


	
  Section 1.1

  	
   

  	
  Definitions.

  	
   

  	
  1

  
	
  Section 1.2

  	
   

  	
  Incorporation by Reference of Trust Indenture Act.

  	
   

  	
  9

  
	
  Section 1.3

  	
   

  	
  Compliance Certificates and Opinions.

  	
   

  	
  10

  
	
  Section 1.4

  	
   

  	
  Form of Documents Delivered to Trustee.

  	
   

  	
  10

  
	
  Section 1.5

  	
   

  	
  Acts of Holders; Record Dates.

  	
   

  	
  11

  
	
  Section 1.6

  	
   

  	
  Notices, etc., to Trustee and Company.

  	
   

  	
  13

  
	
  Section 1.7

  	
   

  	
  Notice to Holders; Waiver.

  	
   

  	
  13

  
	
  Section 1.8

  	
   

  	
  Conflict with Trust Indenture Act.

  	
   

  	
  14

  
	
  Section 1.9

  	
   

  	
  Effect of Headings and Table of Contents.

  	
   

  	
  14

  
	
  Section 1.10

  	
   

  	
  Successors and Assigns.

  	
   

  	
  14

  
	
  Section 1.11

  	
   

  	
  Separability Clause.

  	
   

  	
  14

  
	
  Section 1.12

  	
   

  	
  Benefits of Indenture.

  	
   

  	
  14

  
	
  Section 1.13

  	
   

  	
  Governing Law.

  	
   

  	
  15

  
	
  Section 1.14

  	
   

  	
  Legal Holidays.

  	
   

  	
  15

  
	
  Section 1.15

  	
   

  	
  Indenture and Securities Solely Corporate
  Obligations.

  	
   

  	
  15

  
	
  Section 1.16

  	
   

  	
  Indenture May be Executed in Counterparts.

  	
   

  	
  16

  



 


ARTICLE 2


SECURITY FORMS


	
  Section 2.1

  	
   

  	
  Forms Generally.

  	
   

  	
  16

  
	
  Section 2.2

  	
   

  	
  Form of Trustee’s Certificate of Authentication.

  	
   

  	
  16

  
	
  Section 2.3

  	
   

  	
  Global Securities.

  	
   

  	
  17

  
	
  Section 2.4

  	
   

  	
  Form of Legend for Global Securities.

  	
   

  	
  19

  



 


ARTICLE 3


THE SECURITIES


	
  Section 3.1

  	
   

  	
  Amount Unlimited; Issuable in Series.

  	
   

  	
  19

  
	
  Section 3.2

  	
   

  	
  Denominations.

  	
   

  	
  23

  
	
  Section 3.3

  	
   

  	
  Execution, Authentication, Delivery and Dating.

  	
   

  	
  23

  
	
  Section 3.4

  	
   

  	
  Temporary Securities.

  	
   

  	
  25

  
	
  Section 3.5

  	
   

  	
  Registration; Registration of Transfer and Exchange.

  	
   

  	
  26

  
	
  Section 3.6

  	
   

  	
  Mutilated, Destroyed, Lost and Stolen Securities.

  	
   

  	
  27

  
	
  Section 3.7

  	
   

  	
  Payment of Interest; Interest Rights Preserved.

  	
   

  	
  28

  
	
  Section 3.8

  	
   

  	
  Persons Deemed Owners.

  	
   

  	
  29

  



 



 i
 









 


	
  Section 3.9

  	
   

  	
  Cancellation.

  	
   

  	
  30

  
	
  Section 3.10

  	
   

  	
  Computation of Interest.

  	
   

  	
  30

  



 


ARTICLE 4


SATISFACTION AND DISCHARGE


	
  Section 4.1

  	
   

  	
  Satisfaction and Discharge of Indenture.

  	
   

  	
  30

  
	
  Section 4.2

  	
   

  	
  Application of Trust Money.

  	
   

  	
  31

  
	
  Section 4.3

  	
   

  	
  Reinstatement.

  	
   

  	
  32

  



 


ARTICLE 5


REMEDIES


	
  Section 5.1

  	
   

  	
  Events of Default.

  	
   

  	
  32

  
	
  Section 5.2

  	
   

  	
  Acceleration of Maturity; Rescission and Annulment.

  	
   

  	
  34

  
	
  Section 5.3

  	
   

  	
  Collection of Indebtedness and Suits for Enforcement
  by Trustee.

  	
   

  	
  35

  
	
  Section 5.4

  	
   

  	
  Trustee May File Proofs of Claim.

  	
   

  	
  36

  
	
  Section 5.5

  	
   

  	
  Trustee May Enforce Claims Without Possession of
  Securities.

  	
   

  	
  37

  
	
  Section 5.6

  	
   

  	
  Application of Money Collected.

  	
   

  	
  37

  
	
  Section 5.7

  	
   

  	
  Limitation on Suits.

  	
   

  	
  38

  
	
  Section 5.8

  	
   

  	
  Right of Holders to Receive Principal, Premium and
  Interest.

  	
   

  	
  38

  
	
  Section 5.9

  	
   

  	
  Restoration of Rights and Remedies.

  	
   

  	
  38

  
	
  Section 5.10

  	
   

  	
  Rights and Remedies Cumulative.

  	
   

  	
  39

  
	
  Section 5.11

  	
   

  	
  Delay or Omission Not Waiver.

  	
   

  	
  39

  
	
  Section 5.12

  	
   

  	
  Control by Holders.

  	
   

  	
  39

  
	
  Section 5.13

  	
   

  	
  Waiver of Past Defaults.

  	
   

  	
  39

  
	
  Section 5.14

  	
   

  	
  Undertaking for Costs.

  	
   

  	
  40

  



 


ARTICLE 6


THE TRUSTEE


	
  Section 6.1

  	
   

  	
  Certain Duties and Responsibilities.

  	
   

  	
  40

  
	
  Section 6.2

  	
   

  	
  Notice of Defaults.

  	
   

  	
  42

  
	
  Section 6.3

  	
   

  	
  Certain Rights of Trustee.

  	
   

  	
  42

  
	
  Section 6.4

  	
   

  	
  Not Responsible for Recitals or Issuance of
  Securities.

  	
   

  	
  43

  
	
  Section 6.5

  	
   

  	
  May Hold Securities and Act as Trustee under Other
  Indentures.

  	
   

  	
  43

  
	
  Section 6.6

  	
   

  	
  Money Held in Trust.

  	
   

  	
  43

  
	
  Section 6.7

  	
   

  	
  Compensation and Reimbursement.

  	
   

  	
  43

  
	
  Section 6.8

  	
   

  	
  Conflicting Interests.

  	
   

  	
  44

  
	
  Section 6.9

  	
   

  	
  Eligibility; Disqualification.

  	
   

  	
  45

  
	
  Section 6.10

  	
   

  	
  Resignation and Removal; Appointment of Successor.

  	
   

  	
  45

  
	
  Section 6.11

  	
   

  	
  Acceptance of Appointment by Successor.

  	
   

  	
  46

  



 



 ii
 









 


	
  Section 6.12

  	
   

  	
  Merger, Conversion, Consolidation or Succession to
  Business.

  	
   

  	
  47

  
	
  Section 6.13

  	
   

  	
  Preferential Collection of Claims Against Company.

  	
   

  	
  48

  
	
  Section 6.14

  	
   

  	
  Appointment of Authenticating Agent.

  	
   

  	
  48

  



 


ARTICLE 7


HOLDERS’ LISTS AND REPORTS BY TRUSTEE AND
COMPANY


	
  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.

  	
   

  	
  51

  



 


ARTICLE 8


CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER
OR LEASE


	
  Section 8.1

  	
   

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

  	
   

  	
  51

  
	
  Section 8.2

  	
   

  	
  Successor Substituted.

  	
   

  	
  51

  



 


ARTICLE 9


SUPPLEMENTAL INDENTURES


	
  Section 9.1

  	
   

  	
  Supplemental Indentures Without Consent of Holders.

  	
   

  	
  52

  
	
  Section 9.2

  	
   

  	
  Supplemental Indentures with Consent of Holders.

  	
   

  	
  53

  
	
  Section 9.3

  	
   

  	
  Execution of Supplemental Indentures.

  	
   

  	
  54

  
	
  Section 9.4

  	
   

  	
  Effect of Supplemental Indentures.

  	
   

  	
  54

  
	
  Section 9.5

  	
   

  	
  Conformity with Trust Indenture Act.

  	
   

  	
  55

  
	
  Section 9.6

  	
   

  	
  Reference in Securities to Supplemental Indentures.

  	
   

  	
  55

  



 


ARTICLE 10


COVENANTS


	
  Section 10.1

  	
   

  	
  Payment of Principal, Premium and Interest.

  	
   

  	
  55

  
	
  Section 10.2

  	
   

  	
  Maintenance of Office or Agency.

  	
   

  	
  55

  
	
  Section 10.3

  	
   

  	
  Money for Securities Payments to be Held in Trust.

  	
   

  	
  56

  
	
  Section 10.4

  	
   

  	
  Statement by Officers as to Default.

  	
   

  	
  57

  
	
  Section 10.5

  	
   

  	
  Existence.

  	
   

  	
  57

  
	
  Section 10.6

  	
   

  	
  All Securities to be Equally and Ratably Secured.

  	
   

  	
  57

  
	
  Section 10.7

  	
   

  	
  Maintenance of Properties.

  	
   

  	
  57

  
	
  Section 10.8

  	
   

  	
  Payment of Taxes and Other Claims.

  	
   

  	
  58

  



 



 iii
 









 


	
  Section 10.9

  	
   

  	
  Waiver of Certain Covenants.

  	
   

  	
  58

  
	
  Section 10.10

  	
   

  	
  Additional Amounts.

  	
   

  	
  58

  



 


ARTICLE 11


REDEMPTION OF SECURITIES


	
  Section 11.1

  	
   

  	
  Applicability of Article.

  	
   

  	
  59

  
	
  Section 11.2

  	
   

  	
  Election to Redeem; Notice to Trustee.

  	
   

  	
  59

  
	
  Section 11.3

  	
   

  	
  Selection by Trustee of Securities to Be Redeemed.

  	
   

  	
  59

  
	
  Section 11.4

  	
   

  	
  Notice of Redemption.

  	
   

  	
  60

  
	
  Section 11.5

  	
   

  	
  Deposit of Redemption Price.

  	
   

  	
  61

  
	
  Section 11.6

  	
   

  	
  Securities Payable on Redemption Date.

  	
   

  	
  61

  
	
  Section 11.7

  	
   

  	
  Securities Redeemed in Part.

  	
   

  	
  62

  



 


ARTICLE 12


SINKING FUNDS


	
  Section 12.1

  	
   

  	
  Applicability of Article.

  	
   

  	
  62

  
	
  Section 12.2

  	
   

  	
  Satisfaction of Sinking Fund Payments with
  Securities.

  	
   

  	
  62

  
	
  Section 12.3

  	
   

  	
  Redemption of Securities for Sinking Fund.

  	
   

  	
  63

  



 


ARTICLE 13


DEFEASANCE AND COVENANT DEFEASANCE


	
  Section 13.1

  	
   

  	
  Company’s Option to Effect Defeasance or Covenant
  Defeasance.

  	
   

  	
  63

  
	
  Section 13.2

  	
   

  	
  Defeasance and Discharge.

  	
   

  	
  63

  
	
  Section 13.3

  	
   

  	
  Covenant Defeasance.

  	
   

  	
  64

  
	
  Section 13.4

  	
   

  	
  Conditions to Defeasance or Covenant Defeasance.

  	
   

  	
  64

  
	
  Section 13.5

  	
   

  	
  Deposited Money, U. S. Government Obligations and
  Foreign Government Obligations to be Held in Trust; Miscellaneous Provisions.

  	
   

  	
  66

  
	
  Section 13.6

  	
   

  	
  Reinstatement.

  	
   

  	
  67

  



 


ARTICLE 14


SUBORDINATION


	
  Section 14.1

  	
   

  	
  Securities Subordinated to Senior Indebtedness.

  	
   

  	
  67

  
	
  Section 14.2

  	
   

  	
  Right of Trustee to Hold Senior Indebtedness.

  	
   

  	
  67

  
	
  Section 14.3

  	
   

  	
  Subordination Not to Prevent Events of Default.

  	
   

  	
  68

  



 



 iv
 









 


	
  Section 14.4

  	
   

  	
  No Fiduciary Duty of Trustee to Holders of Senior
  Indebtedness.

  	
   

  	
  68

  
	
  Section 14.5

  	
   

  	
  Article Applicable to Paying Agent.

  	
   

  	
  68

  



 



 v
 









PHARMACOPEIA
DRUG DISCOVERY, INC.


This Cross Reference
Sheet shows the location in the Indenture of the provisions inserted pursuant
to Sections 3.10 through 3.18, inclusive, of the Trust Indenture Act of 1939:


	
  Section 310

  	
   

  	
  (a)

  	
  (1)

  	
   

  	
   

  	
  6.9

  	
   

  
	
   

  	
   

  	
  (a)

  	
  (2)

  	
   

  	
   

  	
  6.9

  	
   

  
	
   

  	
   

  	
  (a)

  	
  (3)

  	
   

  	
   

  	
  6.9

  	
   

  
	
   

  	
   

  	
  (a)

  	
  (4)

  	
   

  	
  Not Applicable

  	
   

  
	
   

  	
   

  	
  (a)

  	
  (5)

  	
   

  	
   

  	
  6.9

  	
   

  
	
   

  	
   

  	
  (b)

  	
   

  	
   

  	
   

  	
  6.8, 6.10

  	
   

  
	
   

  	
   

  	
  (c)

  	
   

  	
   

  	
  Not Applicable

  	
   

  
	
  Section 311

  	
   

  	
  (a)

  	
   

  	
   

  	
   

  	
  6.13

  	
   

  
	
   

  	
   

  	
  (b)

  	
   

  	
   

  	
   

  	
  6.13

  	
   

  
	
   

  	
   

  	
  (c)

  	
   

  	
   

  	
  Not Applicable

  	
   

  
	
  Section 312

  	
   

  	
  (a)

  	
   

  	
   

  	
   

  	
  7.1, 7.2

  	
   

  
	
   

  	
   

  	
  (b)

  	
   

  	
   

  	
   

  	
  7.2

  	
   

  
	
   

  	
   

  	
  (c)

  	
   

  	
   

  	
   

  	
  7.2

  	
   

  
	
  Section 313

  	
   

  	
  (a)

  	
   

  	
   

  	
   

  	
  7.3

  	
   

  
	
   

  	
   

  	
  (b)

  	
   

  	
   

  	
   

  	
  7.3

  	
   

  
	
   

  	
   

  	
  (c)

  	
   

  	
   

  	
   

  	
  7.3

  	
   

  
	
   

  	
   

  	
  (d)

  	
   

  	
   

  	
   

  	
  7.3

  	
   

  
	
  Section 314

  	
   

  	
  (a)

  	
  (1)

  	
   

  	
   

  	
  7.4

  	
   

  
	
   

  	
   

  	
  (a)

  	
  (2)

  	
   

  	
   

  	
  7.4

  	
   

  
	
   

  	
   

  	
  (a)

  	
  (3)

  	
   

  	
   

  	
  7.4

  	
   

  
	
   

  	
   

  	
  (a)

  	
  (4)

  	
   

  	
   

  	
  1.1, 10.4

  	
   

  
	
   

  	
   

  	
  (b)

  	
   

  	
   

  	
  Not Applicable

  	
   

  
	
   

  	
   

  	
  (c)

  	
  (1)

  	
   

  	
   

  	
  1.3

  	
   

  
	
   

  	
   

  	
  (c)

  	
  (2)

  	
   

  	
   

  	
  1.3

  	
   

  
	
   

  	
   

  	
  (c)

  	
  (3)

  	
   

  	
  Not Applicable

  	
   

  
	
   

  	
   

  	
  (d)

  	
   

  	
   

  	
  Not Applicable

  	
   

  
	
   

  	
   

  	
  (e)

  	
   

  	
   

  	
   

  	
  1.3

  	
   

  
	
  Section 315

  	
   

  	
  (a)

  	
   

  	
   

  	
   

  	
  6.1

  	
   

  
	
   

  	
   

  	
  (b)

  	
   

  	
   

  	
   

  	
  6.2

  	
   

  
	
   

  	
   

  	
  (c)

  	
   

  	
   

  	
   

  	
  6.1

  	
   

  
	
   

  	
   

  	
  (d)

  	
   

  	
   

  	
   

  	
  6.1

  	
   

  
	
   

  	
   

  	
  (e)

  	
   

  	
   

  	
   

  	
  5.14

  	
   

  
	
  Section 316

  	
   

  	
  (a)

  	
   

  	
   

  	
   

  	
  1.1

  	
   

  
	
   

  	
   

  	
  (a)

  	
  (1) 

  	
  (A)

  	
   

  	
  5.2, 5.12

  	
   

  
	
   

  	
   

  	
  (a)

  	
  (1) 

  	
  (B)

  	
   

  	
  5.13

  	
   

  
	
   

  	
   

  	
  (a)

  	
  (2)

  	
   

  	
  Not Applicable

  	
   

  
	
   

  	
   

  	
  (b)

  	
   

  	
   

  	
   

  	
  5.8

  	
   

  
	
   

  	
   

  	
  (c)

  	
   

  	
   

  	
   

  	
  1.5

  	
   

  
	
  Section 317

  	
   

  	
  (a)

  	
  (1)

  	
   

  	
   

  	
  5.3

  	
   

  
	
   

  	
   

  	
  (a)

  	
  (2)

  	
   

  	
   

  	
  5.4

  	
   

  
	
   

  	
   

  	
  (b)

  	
   

  	
   

  	
   

  	
  10.3

  	
   

  
	
  Section 318

  	
   

  	
  (a)

  	
   

  	
   

  	
   

  	
  1.8

  	
   

  
											



 


NOTE:  This Cross Reference Sheet is not part of the
Indenture.



 vi















INDENTURE


INDENTURE, dated as of
                           ,
between PHARMACOPEIA DRUG
DISCOVERY, INC., a Delaware corporation (the “Company”),
having its principal office at                 ,
and                            ,
as trustee, (the “Trustee”), the office of
the Trustee at which at the date hereof its corporate trust business is
principally administered being                            .


RECITALS


The Company has duly authorized the execution and
delivery of this Indenture to provide for the issuance from time to time of its
subordinated debentures, notes or other evidences of indebtedness (the “Securities”), to be issued in one or more series
as herein provided.


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


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


NOW, THEREFORE, for and in consideration of the
premises and the purchase of the Securities by the Holders thereof, each party
agrees for the benefit of the other party and for the equal and ratable benefit
of the Holders of the Securities, or of series thereof, issued under this
Indenture, as follows:


ARTICLE 1


DEFINITIONS AND
OTHER PROVISIONS OF GENERAL APPLICATION


Section 1.1             Definitions.


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


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


(2)           all 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 term “generally
accepted accounting principles” with respect to any computation required or
permitted hereunder shall mean such accounting principles in the United States
of America as are generally accepted as of the time when and for the period as
to which such accounting principles are to be applied;


(3)           “or” is not exclusive;













(4)           any reference to an “Article” or a “Section”
refers to an Article or a Section, as the case may be, of this Indenture;


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


(6)           certain terms, used
principally in Article 6, are defined in Section
1.2.


“Act,” when used
with respect to any Holder, has the meaning specified in Section
1.5.


“Additional Amounts”
means any additional amounts that are required by the express terms of a
Security or by or pursuant to a Board Resolution, under circumstances specified
therein or pursuant thereto, to be paid by the Company with respect to certain
taxes, assessments or other governmental charges imposed on certain Holders and
that 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 purposes of this definition,
“control” when used with respect to any specified Person means the power
to direct the management and policies of such Person, directly or indirectly,
whether through the ownership of voting securities, by contract or otherwise;
and the terms “controlling” and “controlled” have meanings
correlative to the foregoing.


“Authenticating Agent”
means any Person, which may include the Company, authorized by the Trustee
pursuant to Section 6.14 to act on behalf
of the Trustee to authenticate Securities of one or more series.


“Authorized Newspaper”
means a newspaper of general circulation in the New York, New York area,
printed in the English language and customarily published on each Business Day,
whether or not published on Saturdays, Sundays or holidays.  Whenever successive weekly publications in an
Authorized Newspaper are required hereunder they may be made (unless otherwise
expressly provided herein) on the same or different days of the week and in the
same or in different Authorized Newspapers.


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


“Board” or “Board of Trustees” means either the board of
trustees of the Company or any duly authorized committee thereof.


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


“Business Day,” when
used with respect to any Place of Payment, means each Monday, Tuesday,
Wednesday, Thursday and Friday which is not a day on which banking institutions
in that Place of Payment, or the city in which the Corporate Trust Office is
located, are authorized or obligated by law or executive order to close.



 2
 









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


“Common Shares”
includes any shares of beneficial interest of any class of the Company which
has no preference in respect of dividends or of amounts payable in the event of
any voluntary or involuntary liquidation, dissolution or winding-up of the
Company and which is not subject to redemption by the Company.


“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.


“Company Request”
or “Company Order” means, respectively, a
written request or order signed in the name of the Company by its Chairman of
the Board, its Chief Executive Officer, its President or a Vice President, and
by its principal financial officer, its Controller, an Assistant Controller,
its Treasurer, an Assistant Treasurer, its Secretary or an Assistant Secretary,
and delivered to the Trustee.


“Corporate Trust Office”
means the corporate trust office of the Trustee at [ ], Attention: Corporate
Trust Department, or such other office, designated by the Trustee by written
notice to the Company, at which at any particular time its corporate trust
business shall be administered.


“Covenant Defeasance”
has the meaning specified in Section 13.3.


“Custodian” means
any receiver, trustee, assignee, liquidator or similar official under any
Bankruptcy Law.


 “default” means, with respect to the Securities of
any series, any event, act or condition that is, or after notice or the passage
of time or both would be, an Event of Default with respect to Securities of
such series.


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


“Defeasance” has
the meaning specified in Section 13.2.


“Depositary”
means, with respect to Securities of any series issuable in whole or in part in
the form of one or more Global Securities, The Depository Trust Company, New
York, New York, another clearing agency, or any successor, registered under the
Exchange Act that is designated to act as Depositary for such Securities as
contemplated by Section 3.1.


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


“euro” or “euros” means the currency adopted by those
nations participating in the third stage of the economic and monetary union
provisions of the Treaty on European Union, signed at Maastricht on February 7,
1992.



 3
 









“European Economic Area”
means the member nations of the European Economic Area pursuant to the Oporto
Agreement on the European Economic Area dated May 2, 1992, as amended.


“European Union”
means the member nations of the European Union established by the Treaty of
European Union, signed at Maastricht on February 2, 1992, which amended the
Treaty of Rome establishing the European Community.


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


“Exchange Act”
means the Securities Exchange Act of 1934 and any statute successor thereto, in
each case as amended from time to time.


“Exchange Rate”
has the meaning specified in Section 3.2.


“Expiration Date”
has the meaning specified in Section 1.5.


“Foreign Government
Obligation” means with respect to Securities of any series which are
not denominated in the currency of the United States of America (x) any
security which is (i) a direct obligation of the government which issued or
caused to be issued the currency in which such security is denominated and for
the payment of which obligations its full faith and credit is pledged or, with
respect to Securities of any series which are denominated in euros, a direct obligation
of any member nation of the European Union for the payment of which obligation
the full faith and credit of the respective nation is pledged so long as such
nation has a credit rating at least equal to that of the highest rated member
nation of the European Economic Area, or (ii) an obligation of a Person
controlled or supervised by and acting as an agency or instrumentality of a
government specified in clause (i) above the payment of which is
unconditionally guaranteed as a full faith and credit obligation by the such
government, which, in either case (i) or (ii), is not callable or redeemable at
the option of the issuer thereof, and (y) any depositary receipt issued by a
bank (as defined in Section 3(a)(2) of the
Securities Act) as custodian with respect to any Foreign Government Obligation
which is specified in clause (x) above and held by such bank for the account of
the holder of such depositary receipt, or with respect to any specific payment
of principal of or interest on any Foreign Government Obligation which is so
specified and held, 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 Foreign Government Obligation or the specific payment of principal or
interest evidenced by such depositary receipt.


“Global Security”
means a Security that evidences all or part of the Securities of any series and
bears the legend set forth in Section 2.4
(or such legend as may be specified as contemplated by Section
3.1 for such Securities).


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


“Indenture” means
this instrument as originally executed and 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, including, for all purposes
of this instrument and any such supplemental indenture, the provisions of the
Trust Indenture Act that are deemed to be



 4
 









a part of and govern this instrument and any such
supplemental indenture, respectively. The term “Indenture” shall also
include the terms of particular series of Securities established as
contemplated by Section 3.1; provided,
however, that if at any time more than one Person is acting as Trustee under
this Indenture due to the appointment of one or more separate Trustees for any
one or more separate series of Securities, “Indenture”
shall mean, with respect to such series of Securities for which any such Person
is Trustee, this instrument as originally executed or as it may from time to
time be supplemented or amended by one or more indentures supplemental hereto
entered into pursuant to the applicable provisions hereof and shall include the
terms of particular series of Securities for which such Person is Trustee
established as contemplated by Section 3.1,
exclusive, however, of any provisions or terms which relate solely to other
series of Securities for which such Person is not Trustee, regardless of when
such terms or provisions were adopted, and exclusive of any provisions or terms
adopted by means of one or more indentures supplemental hereto executed and
delivered after such Person had become such Trustee, but to which such person,
as such Trustee, was not a party; provided, further that in the event that this
Indenture is supplemented or amended by one or more indentures supplemental
hereto which are only applicable to certain series of Securities, the term “Indenture” for a particular series of Securities
shall exclude provisions or terms which relate solely to other series of
Securities.


“interest,” when
used with respect to an Original Issue Discount Security, which by its terms
bears interest only after Maturity, means interest payable after Maturity.


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


“Investment Company Act”
means the Investment Company Act of 1940 and any statute successor thereto, in
each case as amended from time to time.


“Judgment Currency”
has the meaning specified in Section 5.6.


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


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


“Notice of Default”
means a written notice of the kind specified in Section
5.1(4).


“Officers’ Certificate”
means a certificate signed by the Chairman of the Board, the Chief Executive
Officer, the President or a Vice President, and by the principal financial
officer, the Treasurer, the Controller, an Assistant Treasurer, an Assistant
Controller, the Secretary or an Assistant Secretary, of the Company, and
delivered to the Trustee. One of the officers signing an Officers’ Certificate
given pursuant to Section 10.4 shall be the
principal executive, financial or accounting officer of the Company.


 



 5















“Opinion of Counsel”
means a written opinion of legal counsel, who may be, without limitation, (a)
an employee of the Company, or (b) outside counsel designated by the Company,
rendered, if applicable, in accordance with Section
314(c) of the Trust Indenture Act.


“Original Issue Discount
Security” means any Security that provides for an amount less than
the principal amount thereof to be due and payable upon a declaration of
acceleration of the Maturity thereof pursuant to Section
5.2.


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


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


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


(3)           Securities which
have 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, other than any such Securities in
respect of which there shall have been presented to the Trustee proof
satisfactory to it that such Securities are held by a bona fide purchaser in
whose hands such Securities are valid obligations of the Company;


provided, however, that unless otherwise provided with
respect to any Securities of any series pursuant to Section
3.1, in determining whether the Holders of the requisite principal
amount of the Outstanding Securities have given, made or taken any request,
demand, authorization, direction, notice, consent, waiver or other action
hereunder as of any date, (A) the principal amount of an Original Issue
Discount Security which shall be deemed to be Outstanding shall be the amount
of the principal thereof which would be due and payable as of such date upon
acceleration of the Maturity thereof to such date pursuant to Section 5.2, (B) if, as of such date, the
principal amount payable at the Stated Maturity of a Security is not
determinable, the principal amount of such Security which shall be deemed to be
Outstanding shall be the amount as specified or determined as contemplated by Section 3.1, (C) the principal amount of a
Security denominated in one or more non-U.S. dollar currencies or currency
units which shall be deemed to be Outstanding shall be the U.S. dollar
equivalent, determined as of such date in the manner provided as contemplated
by Section 3.1, of the principal amount of
such Security (or, in the case of a Security described in clause (A) or (B)
above, of the amount determined as provided in such clause), and (D) Securities
owned by the Company or any other obligor upon the Securities or any Subsidiary
of the Company or of such other obligor shall be disregarded and deemed not to
be Outstanding, except that, in determining whether the Trustee shall be
protected in relying upon any such request, demand, authorization, direction,
notice, consent, waiver or other action, only Securities which a Responsible
Officer of the Trustee knows to be so owned shall be so disregarded. Securities
so owned which have been pledged in good faith may be regarded as



 6
 









Outstanding if the pledgee establishes to the
satisfaction of the Trustee the pledgee’s right so to act with respect to such
Securities and that the pledgee is not the Company or any other obligor upon
the Securities or any Subsidiary of the Company or of such other obligor.


“Paying Agent”
means any Person, which may include the Company, authorized by the Company to
pay the principal of or any premium or interest on, or any Additional Amounts
with respect to, any one or more series of Securities on behalf of the Company.


“Periodic Offering”
means an offering of Securities of a series from time to time the specific
terms of which Securities, including, without limitation, the rate or rates of
interest or formula for determining the rate or rates of interest thereon, if
any, the Maturity thereof and the redemption provisions, if any, with respect
thereto, are to be determined by the Company upon the issuance of such
Securities.


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


“Place of Payment,”
when used with respect to the Securities of any series, means the place or
places where the principal of and any premium and interest on, or any
Additional Amounts with respect to, the Securities of that series are payable
as specified as contemplated by Section 3.1
and 10.2.


“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 mutilated, destroyed, lost or stolen Security shall be deemed to
evidence the same debt as the mutilated, destroyed, lost or stolen Security.


“Preferred Shares”
as applied to the shares of beneficial interest of the Company means shares of
beneficial interest of any class or classes (however designated) which is
preferred as to the payment of dividends, or as to the distribution of assets
upon any voluntary or involuntary liquidation or dissolution of the Company,
over Common Shares of the Company.


“Record Date”
means any Regular Record Date or Special Record Date.


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


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


“Regular Record Date”
for the interest payable on any Interest Payment Date on the Securities of any
series means any date specified for that purpose as contemplated by Section 3.1, or, if not so specified, the
first day of the calendar month of the month of such Interest Payment Date if
such Interest Payment Date is the fifteenth day of the calendar month, or the
fifteenth day of the calendar month preceding such Interest Payment Date if
such Interest



 7
 









Payment Date is the first day of a calendar month,
whether or not such day shall be a Business Day.


“Required Currency”
has the meaning specified in Section 5.6.


“Responsible Officer”
means, when used with respect to the Trustee, an officer of the Trustee in the
Corporate Trust Office assigned and duly authorized by the Trustee to
administer its corporate trust matters.


“Securities” has
the meaning stated in the first recital of this Indenture and more particularly
means any debentures, notes or other evidences of indebtedness of the Company
authenticated and delivered under this Indenture.


“Securities Act”
means the Securities Act of 1933 and any statute successor thereto, in each
case as amended from time to time.


“Security Custodian”
means, with respect to Securities of a series issued in global form, the
Trustee for Securities of such series, acting in its capacity as custodian with
respect to the Securities of such series, or any successor entity thereto.


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


“Senior Indebtedness”
of the Company, means with respect to the Securities of a series as
contemplated by Section 3.1, the
indebtedness specified in such Securities or in the supplemental indenture
pursuant to which such Securities are issued. Different series of Securities
may be subordinated to different Senior Indebtedness, and one series of
Securities may be subordinated to another series of Securities, all as and to
the extent provided in the relevant documentation for each issue of Securities.


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


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


“Subsidiary” means
any Person of which the Company at the time owns or controls, directly or
indirectly, more than 50% of the shares of outstanding stock or other equity
interests having general voting power under ordinary circumstances to elect a
majority of the board of directors, managers or trustees, as the case may be,
of such Person (irrespective of whether or not at the time stock of any other
class or classes or other equity interests of such corporation shall have or
might have voting power by reason of the happening of any contingency).


“Trust Indenture Act”
means the Trust Indenture Act of 1939 as in force at the date as of which this
instrument was executed; provided, however, that in the event the Trust
Indenture Act of 1939 is amended after such date, “Trust Indenture Act” means,
to the extent required by any such amendment, the Trust Indenture Act of 1939
as so amended.



 8
 









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


“United States”
means the United States of America (including the states thereof and the
District of Columbia) and its “possessions”, which include Puerto Rico, the
U.S. Virgin Islands, Guam, American Somoa, Wake Island and the Northern Mariana
Islands.


“United States Alien”
means any Person who, for United States federal income tax purposes, is a
foreign corporation, a nonresident alien individual, a nonresident alien or
foreign fiduciary of an estate or trust, or a foreign partnership.


“U.S. Government Obligation”
means (x) any security which is (i) a direct obligation of the United States of
America for the payment of which the full faith and credit of the United States
of America is pledged or (ii) an obligation of a Person controlled or
supervised by and acting as an agency or instrumentality of the United States
of America the payment of which is unconditionally guaranteed as a full faith
and credit obligation by the United States of America, which, in either case
(i) or (ii), is not callable or redeemable at the option of the issuer thereof,
and (y) any depositary receipt issued by a bank (as defined in Section 3(a)(2) of the Securities Act) as
custodian with respect to any U.S. Government Obligation which is specified in
clause (x) above and held by such bank for the account of the holder of such
depositary receipt, or with respect to any specific payment of principal of or
interest on any U.S. Government Obligation which is so specified and held,
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 U.S.
Government Obligation or the specific payment of principal or interest
evidenced by such depositary receipt.


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


“Yield to Maturity”
means, when used with respect to any Original Issue Discount Security, the
yield to maturity, if any, set forth on the face thereof.


Section 1.2             Incorporation by Reference of Trust Indenture Act.


Whenever this Indenture refers to a provision of the
Trust Indenture Act, the provision is incorporated by reference in and made a
part of this Indenture.  The following
Trust Indenture Act terms used in this Indenture have the following meanings:


“indenture securities”
means the Securities.


“indenture security holder”
means a Holder.


“indenture to be qualified”
means this Indenture.



 9
 









“indenture trustee”
or “institutional trustee” means the
Trustee.


“obligor” on the
indenture securities means the Company or any other obligor on the Securities.


All terms used in this Indenture that are defined by
the Trust Indenture Act, defined by a Trust Indenture Act reference to another
statue or defined by Commission rule under the Trust Indenture Act and not
otherwise defined herein have the meanings assigned to them therein.


Section 1.3             Compliance
Certificates and Opinions.


Except as otherwise expressly provided by 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 such certificates and opinions as may be required under
the Trust Indenture Act. Each such certificate or opinion shall be given in the
form of an Officers’ Certificate, if to be given by an officer of the Company,
or an Opinion of Counsel, if to be given by counsel, and shall comply with the
requirements of the Trust Indenture Act and any other requirements set forth in
this Indenture.


Every certificate or opinion with respect to
compliance with a condition or covenant provided for in this Indenture (other
than pursuant to Section 10.4)
shall include,


(1)           a statement that
each Person signing such certificate or opinion has read such covenant or
condition 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 Person, such Person has made such examination or
investigation as is necessary to enable such Person to express an informed
opinion as to whether or not such covenant or condition has been complied with;
and


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


Section 1.4             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 a
certificate or opinion of, or representations by, counsel, unless such officer
knows, or in the exercise of reasonable care should know, that the certificate
or opinion or



 10
 









representations with respect to the matters upon which
his or her certificate or opinion is based are erroneous. Any such certificate
or 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 unless such counsel knows, or in
the exercise of reasonable care should know, that the certificate or opinion or
representations with respect to such matters are erroneous.


Any certificate or opinion of an officer of the
Company or of counsel may be based, insofar as it relates to accounting
matters, upon a certificate or opinion of or representations by an accountant
or firm of accountants employed or retained by the Company unless such officer
or counsel, as the case may be, knows, or in the exercise of reasonable care
should know, that the certificate or opinions or representations as to such
accounting matters are erroneous.


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


Section 1.5             Acts of Holders; Record Dates.


Any request, demand, authorization, direction, notice,
consent, waiver or other action provided or permitted by this Indenture to be
given, made or taken by Holders of the Outstanding Securities of all series or
one or more series, as the case may be, may be embodied in and evidenced by one
or more instruments of substantially similar tenor signed by such Holders in
person or by agent duly appointed in writing; and, except as herein otherwise
expressly provided, such action shall become effective when such instrument or
instruments are delivered to the Trustee and, where it is hereby expressly
required, to the Company. The Trustee shall promptly deliver to the Company
copies of all such instrument or instruments delivered to the Trustee. Such
instrument or instruments (and the action embodied therein and evidenced
thereby) are herein sometimes referred to as the “Act” of the Holders
signing such instrument or instruments. Proof of execution of any such
instrument or of a writing appointing any such agent shall be sufficient for
any purpose of this Indenture and (subject to Section
6.1) conclusive in favor of the Trustee and the Company, if made in
the manner provided in this Section.


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


The ownership, date of holding, principal amount and
serial numbers of Securities shall be proved by the Security Register.


Any request, demand, authorization, direction, notice,
consent, waiver or other Act of the Holder of any Security shall bind every
future Holder of the same Security and the Holder of



 11
 









every Security issued upon the registration of
transfer thereof or in exchange therefor or in lieu thereof in respect of
anything done, omitted or suffered to be done by the Trustee, the Company in
reliance thereon, whether or not notation of such action is made upon such
Security.  Any consent or waiver of the
Holder of any Security shall be irrevocable for a period of six months after
the date of execution thereof, but otherwise any such Holder or subsequent
Holder may revoke the request, demand, authorization, direction, notice,
consent or other Act as to his Security or portion of his Security; provided,
however, that such revocation shall be effective only if the Trustee receives
the notice of revocation before the date the Act becomes effective.


The Company may set any day as a record date for the
purpose of determining the Holders of Outstanding Securities of any series
entitled to give, make or take any request, demand, authorization, direction,
vote, notice, consent, waiver or other action provided or permitted by this
Indenture to be given, made or taken by Holders of Securities of such series,
provided that the Company may not set a record date for, and the provisions of
this paragraph shall not apply with respect to, the giving or making of any
notice, declaration, request or direction referred to in the next paragraph. If
any record date is set pursuant to this paragraph, the Holders of Outstanding
Securities of the relevant series on such record date, and no other Holders,
shall be entitled to take the relevant action, whether or not such Holders
remain Holders after such record date; provided that no such action shall be
effective hereunder unless taken on or prior to the applicable Expiration Date
by Holders of the requisite principal amount of Outstanding Securities of such
series on such record date. Nothing in this paragraph shall be construed to
prevent the Company from setting a new record date for any action for which a
record date has previously been set pursuant to this paragraph (whereupon the
record date previously set shall automatically and with no action by any Person
be canceled and of no effect), and nothing in this paragraph shall be construed
to render ineffective any action taken by Holders of the requisite principal
amount of Outstanding Securities of the relevant series on the date such action
is taken. Promptly after any record date is set pursuant to this paragraph, the
Company, at its own expense, shall cause notice of such record date, the proposed
action by Holders and the applicable Expiration Date to be given to the Trustee
in writing and to each Holder of Securities of the relevant series in the
manner set forth in Section 1.7.


The Trustee may set any day as a record date for the
purpose of determining the Holders of Outstanding Securities of any series
entitled to join in the giving or making of (i) any Notice of Default, (ii) any
declaration of acceleration referred to in Section 5.2,
(iii) any request to institute proceedings referred to in Section 5.7(2) or (iv) any direction referred to
in Section 5.12, in each case with respect
to Securities of such series. If any record date is set pursuant to this
paragraph, the Holders of Outstanding Securities of such series on such record
date, and no other Holders, shall be entitled to join in such notice,
declaration, request or direction, whether or not such Holders remain Holders
after such record date; provided that no such action shall be effective
hereunder unless taken on or prior to the applicable Expiration Date by Holders
of the requisite principal amount of Outstanding Securities of such series on
such record date. Nothing in this paragraph shall be construed to prevent the
Trustee from setting a new record date for any action for which a record date
has previously been set pursuant to this paragraph (whereupon the record date
previously set shall automatically and with no action by any Person be canceled
and of no effect), and nothing in this paragraph shall be construed to render
ineffective any action taken by Holders of the requisite principal amount of
Outstanding Securities of the relevant series on the date such action is taken.
Promptly after any record date is set pursuant to this



 12
 









paragraph, the Trustee, at the Company’s expense,
shall cause notice of such record date, the proposed action by Holders and the
applicable Expiration Date to be given to the Company in writing and to each
Holder of Securities of the relevant series in the manner set forth in Section 1.7.


With respect to
any record date set pursuant to this Section, the party hereto which sets such
record dates may designate any day as the “Expiration Date” and from
time to time may change the Expiration Date to any earlier or later day;
provided that no such change shall be effective unless notice of the proposed
new Expiration Date is given to the other party hereto in writing, and to each
Holder of Securities of the relevant series in the manner set forth in Section 1.7, on or prior to the existing
Expiration Date.  If an Expiration Date
is not designated with respect to any record date set pursuant to this Section
1.5, the party hereto which set such record date shall be deemed to have
initially designated the 180th day after such record date as the Expiration
Date with respect thereto, subject to its right to change the Expiration Date
as provided in this paragraph. Notwithstanding the foregoing, no Expiration
Date shall be later than the 180th day after the applicable record date.


Without limiting the foregoing, a Holder entitled
hereunder to take any action hereunder with regard to any particular Security
may do so with regard to all or any part of the principal amount of such
Security or by one or more duly appointed agents each of which may do so
pursuant to such appointment with regard to all or any part of such principal
amount.


Section 1.6             Notices, etc., to Trustee and Company.


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


(1)           the Trustee by any
Holder or by the Company shall be sufficient for every purpose hereunder if
made, given, furnished or filed in writing (or by facsimile transmissions,
provided that oral confirmation of receipt shall have been received) to or with
the Trustee at its Corporate Trust Office, Attention: Corporate Trust
Department, or


(2)           the Company by the
Trustee or by any Holder shall be sufficient for every purpose hereunder
(unless otherwise herein expressly provided) if in writing and furnished by
certified mail, return receipt requested, personally delivered or furnished via
overnight courier to the Company addressed to it 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,
Attention: Chief Financial Officer.


Section 1.7             Notice
to Holders; Waiver.


Where this Indenture provides for notice to Holders of
any event, such notice shall be sufficiently given (unless otherwise herein
expressly provided) if in writing and mailed, first-class postage prepaid, or
delivered by hand or overnight courier to each Holder affected by such event,
at its address as it appears in the Security Register, not later than the
latest date (if any), and not earlier than the earliest date (if any),
prescribed for the giving of such notice. Neither the



 13
 









failure to mail or deliver by hand or overnight
courier any notice, nor any defect in any notice so mailed or delivered by hand
or overnight courier, to any particular Holder shall affect the sufficiency of
such notice with respect to other Holders. Where this Indenture provides for
notice in any manner, such notice may be waived in writing by the Person
entitled to receive such notice, either before or after the event, and such
waiver shall be the equivalent of such notice. Waivers of notice by Holders
shall be filed with the Trustee, but such filing shall not be a condition
precedent to the validity of any action taken in reliance upon such waiver.


In case by reason of the suspension of regular mail
service or by reason of any other cause it shall be impracticable to give
notice to Holders of Securities by mail, then such notification as shall be
made with the approval of the Trustee shall constitute a sufficient
notification for every purpose hereunder. 
In any case in which 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.


Section 1.8             Conflict with Trust Indenture Act.


If any provision hereof limits, qualifies or conflicts
with a provision of the Trust Indenture Act or another provision hereof
required to be included in this Indenture by any of the provisions of the Trust
Indenture Act, the latter provision shall control.  If any provision of this Indenture modifies
or excludes any provision of the Trust Indenture Act, which may be so modified
or excluded, the latter provision shall be deemed to apply to this Indenture as
so modified or to be excluded, as the case may be.


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 or not so expressed. All
agreements of the Trustee in this Indenture shall bind its successor.


Section 1.11           Separability
Clause.


In case any provision in this Indenture or in the
Securities 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 in the Securities,
express or implied, shall give to any Person, other than the parties hereto and
their successors hereunder, any Authenticating Agent, Paying Agent or Security
Registrar, and the Holders and any holders of Senior Indebtedness, any benefit
or any legal or equitable right, remedy or claim under this Indenture.



 14
 









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, BUT WITHOUT
GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THE
APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.


Section 1.14           Legal
Holidays.


Unless otherwise provided with respect to any Security
or Securities pursuant to Section 3.1,
in any case where any Interest Payment Date, Redemption Date, sinking fund payment
date, or Stated Maturity or Maturity or other payment date of any Security or
the last date on which a Holder has the right to convert a Security at a
particular conversion price shall not be a Business Day at any Place of
Payment, then (notwithstanding any other provision of this Indenture or of the
Securities (other than a provision of any Security which specifically states
that such provision shall apply in lieu of this Section)) payment of interest
or principal (and premium, if any) or, if applicable to a particular series of
Securities, conversion need not be made at such Place of Payment on such date,
but may be made on the next succeeding Business Day at such Place of Payment
with the same force and effect as if made on the Interest Payment Date or
Redemption Date, at the Stated Maturity or on such last day for conversion, as
the case may be.


Section 1.15           Indenture
and Securities Solely Corporate Obligations.


No recourse for the payment of the principal of or
premium, if any, or interest on any Security, or for any claim based thereon or
otherwise in respect thereof, and no recourse under or upon any obligation,
covenant or agreement of the Company in this Indenture or in any supplemental
indenture or in any Security, or because of the creation of any indebtedness
represented thereby, shall be had, directly or indirectly, against any
incorporator, subscriber to the shares of beneficial interest (or capital stock
or membership interests (as applicable)), shareholder, stockholder, member,
employee, agent, manager, officer, trustee or director, as such, past, present
or future, of the Company or the Trustee or of any predecessor or successor
corporation, either directly or through the Company or the Trustee or any
predecessor or successor corporation, whether by virtue of any constitution,
statute or rule of law, or by the enforcement of any assessment or penalty or
otherwise; it being expressly understood that this Indenture and the
obligations issued hereunder are solely corporate obligations and that no such
personal liability whatever shall attach to, or is or shall be incurred by, any
incorporator, subscriber to the shares of beneficial interest (or capital stock
or membership interests (as applicable)), shareholder, stockholder, member,
employee, agent, manager, officer, trustee or director, as such, of the Company
or the Trustee or of any predecessor or successor corporation, because of the
creation of the indebtedness hereby authorized, or under or by reason of the
obligations, covenants or agreements contained in this Indenture or in any of
the Securities or implied therefrom; and that any and all such personal
liability of every name and nature, either at common law or in equity or by
constitution or statute, of, and any and all such rights and claims against,
every such incorporator, subscriber to the shares of beneficial interest (or
capital stock or membership interests (as applicable)), shareholder, stockholder,
member, employee, agent,



 15
 









manager, officer, trustee 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,
any supplemental indenture hereto, any certificate or other writing delivered
in connection herewith, or in any of the Securities or implied therefrom, are
hereby expressly waived and released as a condition of, and as a consideration
for, the execution of this Indenture and the issuance of such Securities. By
accepting a Security, each Holder agrees to the provisions of this Section
1.15 and waives and releases all such liability.  Such waiver and release shall be part of the
consideration for the issuance of the Securities.


Section 1.16           Indenture
May be Executed in Counterparts.


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


ARTICLE 2


SECURITY FORMS


Section 2.1             Forms
Generally.


The Securities of each series shall be in such form or
forms as shall be established by or pursuant to one or more Board Resolutions
and set forth in such Board Resolutions, or, to the extent established pursuant
to, rather than set forth in, such Board Resolutions, an Officers’ Certificate
detailing such establishment, or in one or more indentures supplemental hereto,
in each case with such appropriate insertions, omissions, substitutions and
other variations as are required or permitted by this Indenture, and may have
such letters, numbers or other marks of identification and such legends or
endorsements placed thereon as may be required to comply with any applicable
law or with any rules or regulations pursuant thereto, or any rules of any
securities exchange or Depositary therefor or as may, consistently herewith, be
determined by the officers executing such Securities, as evidenced by their
execution thereof. If the form of Securities of any series is established by
action taken pursuant to a Board Resolution, or, to the extent established
pursuant to, rather than set forth in, such Board Resolutions, an Officers’
Certificate detailing such establishment, a copy of an appropriate record of
such action shall be certified by the Secretary or an Assistant Secretary of
the Company and delivered to the Trustee at or prior to the delivery of the
Company Order contemplated by Section 3.3
for the authentication and delivery of such Securities. Any such Board
Resolution, Officers’ Certificate or record of such action shall have attached
thereto a true and correct copy of the form of Security referred to therein
approved by or pursuant to such Board Resolution or Officers’ Certificate.


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


Section 2.2             Form of Trustee’s Certificate of Authentication.


The Trustee’s
certificates of authentication shall be in substantially the following form:



 16
 









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


 


	
  

  	
   

  	
   

  
	
   

  	
  [Trustee], as Trustee

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Authorized
  Officer

  
					



 


Section 2.3             Global
Securities.


If the Company shall establish pursuant to Section 3.1
that the Securities of a particular series are to be issued in whole or in part
in the form of one or more Global Securities, then the Company shall execute
and the Trustee shall, in accordance with Section 3.3 and the Company
Order delivered to the Trustee thereunder, authenticate and deliver such Global
Security or Securities, which (i) shall represent, and shall be
denominated in an amount equal to the aggregate principal amount of the
Outstanding Securities of such series to be represented by such Global Security
or Securities, (ii) may provide that the aggregate amount of Outstanding
Securities represented thereby may from time to time be increased or reduced to
reflect exchanges, (iii) shall be registered in the name of the Depositary
for such Global Security or Securities or its nominee, (iv) shall be
delivered by the Trustee to the Depositary or pursuant to the Depositary’s
instruction and (v) shall bear a legend in accordance with the
requirements of the Depositary.


Notwithstanding any other provision of this Section or
of Section 3.5, except as contemplated by the provisions of this Section 2.3
below, unless the terms of a Global Security expressly permit such Global
Security to be exchanged in whole or in part for individual Securities, a
Global Security may be transferred, in whole but not in part and in the manner
provided in Section 3.5, only to a nominee of the Depositary for
such Global Security, or to the Depositary, or to a successor Depositary for
such Global Security selected or approved by the Company, or to a nominee of
such successor Depositary.


If at any time the Depositary for a Global Security
notifies the Company that it is unwilling or unable to continue as the
Depositary for such Global Security or if at any time the Depositary for the
Securities for such series shall no longer be eligible or in good standing
under the Exchange Act, or other applicable statute or regulation, the Company
shall appoint a successor Depositary with respect to such Global Security. If a
successor Depositary for such Global Security is not appointed by the Company
within 90 days after the Company receives such notice or becomes aware of
such ineligibility, the Company will execute, and the Trustee, upon receipt of
a Company Order for the authentication and delivery of Securities of such
series in the form of definitive certificates in exchange for such Global
Security, will authenticate and deliver Securities of such series in the form
of definitive certificates of like tenor and terms in an aggregate principal
amount equal to the principal amount of the Global Security in exchange for
such Global Security. Such Securities will be issued to and registered in the
name of such Person or Persons as are specified by the Depositary.


 



 17















The Company may at
any time and in its sole discretion determine that the Securities of any series
issued or issuable in the form of one or more Global Securities shall no longer
be represented by such Global Security or Securities. In any such event the Company
will execute, and the Trustee, upon receipt of a Company Request for the  authentication and delivery of Securities in
the form of definitive certificates in exchange in whole or in part for such
Global Security, will authenticate and deliver without service charge to each
Person specified by the Depositary Securities in the form of definitive
certificates of like tenor and terms in an aggregate principal amount equal to
the principal amount of such Global Security representing such series, or the aggregate
principal amount of such Global Securities representing such series, in
exchange for such Global Security or Securities.


If specified by
the Company pursuant to Section 3.1 with respect to Securities
issued or issuable in the form of a Global Security, the Depositary for such
Global Security may surrender such Global Security in exchange in whole or in
part for Securities in the form of definitive certificates of like tenor and
terms on such terms as are acceptable to the Company and such Depositary.
Thereupon the Company shall execute, and the Trustee shall authenticate and
deliver, without service charge, (A) to each Person specified by such
Depositary a new Security or Securities of the same series of like tenor and
terms and any authorized denomination as requested by such Person in aggregate
principal amount equal to and in exchange for such Person’s beneficial interest
in the Global Security and (B) to such Depositary a new Global Security of
like tenor and terms and in an authorized denomination equal to the difference,
if any, between the principal amount of the surrendered Global Security and the
aggregate principal amount of Securities delivered to Holders thereof.


In any exchange
provided for in any of the preceding three paragraphs, the Company shall
execute and the Trustee shall authenticate and deliver Securities in the form
of definitive certificates in authorized denominations. Upon the exchange of
the entire principal amount of a Global Security for Securities in the form of
definitive certificates, such Global Security shall be canceled by the Trustee.
Except as provided in the immediately preceding subparagraph, Securities issued
in exchange for a Global Security pursuant to this Section 2.3 shall be
registered in such names and in such authorized denominations as the Depositary
for such Global Security, acting pursuant to instructions from its direct or
indirect participants or otherwise, shall instruct the Trustee. Provided that
the Company and the Trustee have so agreed, the Trustee shall deliver such
Securities to the Persons in whose names the Securities are so to be
registered.


Any endorsement of
a Global Security to reflect the principal amount thereof, or any increase or
decrease in such principal 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 in or pursuant to any applicable
letter of representations or other arrangement entered into with, or procedures
of, the Depositary with respect to such Global Security or in the Company Order
delivered or to be delivered pursuant to Section 3.3 or Section
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
any such Global Security in the manner and upon instructions given by the
Person or Persons specified in or pursuant to any applicable letter of
representations or other arrangement entered into with, or procedures of, the
Depositary with respect to such Global Security or in any applicable Company
Order. If a Company Order pursuant to Section 3.3 or Section 3.4
is so delivered, any instructions by the Company with respect to such Global 



 18
 









Security contained
therein 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.


The Depositary or,
if there be one, its nominee, shall be the Holder of a Global Security for all
purposes under this Indenture; and beneficial owners with respect to such
Global Security shall hold their interests pursuant to applicable procedures of
such Depositary. The Company, the Trustee, the Paying Agent and the Security
Registrar shall be entitled to deal with such Depositary for all purposes of
this Indenture relating to such Global Security (including the payment of
principal, premium, if any, and interest and any Additional Amounts with
respect to such Global Security and the giving of instructions or directions by
or to the beneficial owners of such Global Security as the sole Holder of such
Global Security and shall have no obligations to the beneficial owners thereof
(including any direct or indirect participants in such Depositary).  None of the Company, the Trustee, any Paying
Agent or the Security Registrar shall 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 in or pursuant to any applicable
letter of representations or other arrangement entered into with, or procedures
of, the Depositary with respect to such Global Security or for maintaining,
supervising or reviewing any records relating to such beneficial ownership
interests.


Section 2.4             Form of
Legend for Global Securities.


Unless otherwise
specified as contemplated by Section 3.1 for the Securities evidenced
thereby, every Global Security authenticated and delivered hereunder shall bear
a legend in substantially the following form:


THIS SECURITY IS A GLOBAL
SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS
REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF. THIS SECURITY MAY
NOT BE EXCHANGED IN WHOLE OR IN PART FOR A SECURITY REGISTERED, AND NO TRANSFER
OF THIS SECURITY IN WHOLE OR IN PART MAY BE REGISTERED, IN THE NAME OF ANY
PERSON OTHER THAN SUCH DEPOSITARY OR A NOMINEE THEREOF, EXCEPT IN THE LIMITED
CIRCUMSTANCES DESCRIBED IN THE INDENTURE.


ARTICLE 3


THE SECURITIES


Section 3.1             Amount
Unlimited; Issuable in Series.


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


The Securities may be
issued in one or more series.  There
shall be established in or pursuant to a Board Resolution and, subject to Section
3.3, set forth, or determined in the manner provided, in an Officers’
Certificate, or established in one or more indentures supplemental hereto,
prior to the issuance of Securities of any series,



 19
 









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


(2)           any limit upon the
aggregate principal amount of the Securities of the 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 the series pursuant to Section 2.3, 3.4, 3.5,
3.6, 9.6 or 11.7 and except for any Securities which,
pursuant to Section 3.3, are deemed never to have been authenticated and
delivered hereunder);


(3)           the Person to whom
any interest on a Security of the series shall be payable, if other than the
Person in whose name that Security (or one or more Predecessor Securities) is
registered at the close of business on the Regular Record Date for such
interest;


(4)           the date or dates on
which the principal of and premium, if any, on any Securities of the series is
payable or the method of determination and/or extension of such date or dates;
and the amount or amounts of such payments of principal and premium, if any, or
the method of determination thereof;


(5)           the rate or rates
(which may be fixed or variable), at which any Securities of the series shall
bear interest, if any, whether and under what circumstances Additional Amounts
with respect to such Securities shall be payable, the date or dates from which
any such interest shall accrue, the Interest Payment Dates on which any such
interest shall be payable and, if other that as set forth in Section 1.1,  the Regular Record Date for any such interest
payable on any Interest Payment Date (or the method for determining the dates
and rates);


(6)           whether any of such
Securities will be subject to certain optional interest rate reset provisions;


(7)           the place or places
where the principal of and any premium and interest on, or any Additional
Amounts with respect to, the Securities of the series shall be payable, where
the 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 and this Indenture may be served, and the method
of such payment, if by wire transfer, mail or other means;


(8)           (a) the period
or periods within which, the price or prices at which, the currency or
currencies (including currency units) and the terms and conditions upon which
any Securities of the series may be redeemed, in whole or in part, at the
option of the Company, (b) if other than as provided in Section 11.3,
the manner in which the particular Securities of such series (if less than all
Securities of such series are to be redeemed) are to be selected for redemption
and (c) if other than by a Board Resolution, the manner in which any
election by the Company to redeem the Securities shall be evidenced;


(9)           the Senior
Indebtedness to which the Securities of such series are subordinated, and the
terms of such subordination;



 20
 









(10)         the obligation, if
any, of the Company to redeem, purchase or repay any Securities of the series
pursuant to any sinking fund, amortization or analogous provisions or upon the
happening of a specified event or at the option of the Holder thereof and the
period or periods within which, the price or prices at which and the terms and
conditions upon which any Securities of the series shall be redeemed, purchased
or repaid, in whole or in part, pursuant to such obligation and any provisions
for the remarketing of such Securities;


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


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


(13)         if the amount of
principal of or any premium or interest on or other payments, if any, on any
Securities of the series may be determined with reference to an index, formula
or other method (which index, formula or method may be based, without
limitation, on the price of one or more commodities, derivatives or securities;
one or more securities, derivatives or commodities exchange indices or other
indices; a currency or currencies (including currency unit or units) other than
that in which the Securities of the series are denominated or designated to be
payable; or any other variable or the relationship between any variables or
combination of variables), the index, formula or other method by which such
amounts shall be determined;


(14)         if other than the
currency of the United States of America, the currency, currencies or currency
units (including composite currencies) in which the principal of or any premium
or interest on, or any Additional Amounts with respect to, any Securities of
the series shall be payable and the manner of determining the equivalent
thereof in the currency of the United States of America for any purpose,
including for purposes of the definition of “Outstanding” in Section
1.1;


(15)         if the principal of
or any premium or interest on, or any Additional Amounts with respect to, any
Securities of the series is to be payable, at the election of the Company or
the Holder thereof, in one or more currencies or currency units other than that
or those in which such Securities are stated to be payable, the currency,
currencies or currency units in which the principal of or any premium or
interest on such Securities as to which such election is made shall be payable,
the periods within which and the terms and conditions upon which such election
is to be made and the amount so payable (or the manner in which such amount shall
be determined);


(16)         if other than the
entire principal amount thereof, the portion of the principal amount of any
Securities of the series which shall be payable upon declaration of
acceleration of the Maturity thereof pursuant to Section 5.2;


(17)         if the principal
amount payable at the Stated Maturity of any Securities of the series will not
be determinable as of any one or more dates prior to the Stated Maturity, the
amount which shall be deemed to be the principal amount of such Securities as
of any such date for any purpose thereunder or hereunder, including the
principal amount thereof which shall be 



 21
 









due and
payable upon any Maturity other than the Stated Maturity or which shall be
deemed to be Outstanding as of any date prior to the Stated Maturity (or, in
any such case, the manner in which such amount deemed to be the principal
amount shall be determined);


(18)         if applicable, that
the Securities of the series, in whole or any specified part, shall be
defeasible pursuant to Section 13.2 or Section 13.3 or both such
Sections, or any other defeasance provisions applicable to any Securities of
the series, and, if other than by a Board Resolution, the manner in which any
election by the Company to defease such Securities shall be evidenced;


(19)         the terms, if any,
upon which Securities of the series may be convertible into or exchanged for
other Securities, Common Shares, Preferred Shares, other debt securities,
warrants to purchase any of the foregoing, or other securities of any kind of
the Company or any other obligor or any other property, and the terms and
conditions upon which the conversion or exchange shall be effected, including
the initial conversion or exchange price or rate, the conversion or exchange
period, and any other additional provisions;


(20)         if applicable, that
any Securities of the series shall be issuable in whole or in part in the form
of one or more Global Securities and, in such case, the respective Depositaries
for such Global Securities, the form of any legend or legends which shall be
borne by any such Global Security in addition to or in lieu of that set forth
in Section 2.4;


(21)         any deletions,
modifications of or additions to the definitions set forth in Section 1.1,
the Events of Default which apply to any Securities of the series and any
change in the right of the Trustee or the requisite Holders of such Securities
to declare the principal amount thereof due and payable pursuant to Section
5.2;


(22)         any addition to,
deletion of or change in the covenants set forth in Article 10 which
applies to Securities of the series;


(23)         any Authenticating
Agents, Paying Agents, Security Registrars or such other agents necessary in
connection with the issuance of the Securities of such series, including,
without limitation, exchange rate agents and calculation agents;


(24)         if applicable, the
terms of any Mortgage that will be provided for a series of Securities,
including any provisions regarding the circumstances under which collateral may
be released or substituted;


(25)         if applicable, the
terms of any guaranties for the Securities, including the terms of any
subordination of such guaranties, and any circumstances under which there may
be additional obligors on the Securities;


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


(27)         whether Securities of
the series shall be issuable in registered form or bearer form (registrable or
not registrable as to principal, and with or without interest coupons), or
both, and any restrictions applicable to the offering, sale or delivery of
bearer securities and 



 22
 









the terms upon
which bearer Securities of a series may be exchanged for registered Securities
of the same series and vice versa;


(28)         the forms of the
Securities of the series;


(29)         any terms which may
be related to warrants, options or other rights to purchase and sell securities
issued by the Company in connection with, or for the purchase of, Securities of
such series, including whether and under what circumstances the Securities of
any series may be used toward the exercise price of any such warrants, options
or other rights;


(30)         the subordination, if
any, of the Securities of the series;


(31)         if the Securities of
the series will be governed by, and the extent to which such Securities will be
governed by, any law other than the laws of the state of New York;


(32)         any other terms of
the series (which terms shall not be inconsistent with the provisions of this
Indenture, except as permitted by Section 9.1(5)).


All
Securities of any one series need not be identical but may vary as may be
provided in or pursuant to the Board Resolution referred to above and (subject
to Section 3.3) set forth, or determined in the manner provided, in the
Officers’ Certificate referred to above or in any such indenture supplemental
hereto.  All Securities of any one series
need not be issued at the same time and, unless otherwise provided, a series
may be reopened, without the consent of the Holders, for issuances of additional
Securities of such series.


Section 3.2             Denominations.


Except as specified as contemplated by Section 3.1, the
Securities of each series shall be issuable only in registered form without
coupons.  The Securities of such series
shall be issuable only in such denominations as shall be specified as
contemplated by Section 3.1.  In
the absence of any such specified denomination with respect to the Securities
of any series, the Securities of such series shall be issuable in denominations
of $1,000 and any integral multiple thereof.  
Unless otherwise provided as contemplated by Section 3.1
with respect to any series of Securities, any Securities of a series
denominated in a currency other than Dollars shall be issuable in denominations
that are the equivalent, as determined by the Company by reference to the noon
buying rate in The City of New York for cable transfers for such currency (“Exchange
Rate”), as such rate is reported or otherwise made available by the Federal
Reserve Bank of New York, on the applicable issue date for such Securities, of
$1,000 and any integral multiple thereof.


Section 3.3             Execution,
Authentication, Delivery and Dating.


The
Securities shall be executed on behalf of the Company by its Chairman of the
Board, its Chief Executive Officer, its principal financial officer, its
President or one of its Vice Presidents, and attested by its Treasurer, its
Secretary or one of its Assistant Treasurers or Assistant Secretaries.  The signature of any of these officers 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 



 23
 









individuals or any of them have ceased to hold such
offices prior to the authentication and delivery of such Securities or did not
hold such offices at the date of such Securities.


At any
time and from time to time after the execution and delivery of this Indenture,
the Company may deliver Securities of any series executed by the Company to the
Trustee for authentication, together with a Company Order for the
authentication and delivery of such Securities, and the Trustee in accordance
with the Company Order shall authenticate and deliver such Securities; provided,
however, that in the case of Securities offered in a Periodic Offering, the
Trustee shall authenticate and deliver such Securities from time to time in
accordance with such other procedures (including, without limitation, the
receipt by the Trustee of oral or electronic instructions from the Company or
its duly authorized agents, promptly confirmed in writing) acceptable to the
Trustee as may be specified by or pursuant to a Company Order delivered to the
Trustee prior to the time of the first authentication of Securities of such
series.  Each Security shall be dated the
date of its authentication unless otherwise provided by a Board Resolution, a
supplemental indenture hereto or an Officers’ Certificate.  If the form or terms of the Securities of the
series have been established by or pursuant to one or more Board Resolutions or
any other method permitted by Sections 2.1 and 3.1, in
authenticating such Securities, and accepting the additional responsibilities
under this Indenture in relation to such Securities, the Trustee shall be
entitled to receive, and (subject to Section 6.1) shall be fully
protected in relying upon, a copy of such Board Resolution, the Officers’
Certificate setting forth the terms of the series and an Opinion of Counsel,
with such Opinion of Counsel stating,


(1)           if the form or terms
of such Securities have been established by or pursuant to Board Resolution or
any other method permitted by Sections 2.1 and 3.1, that such
form or terms have been, or in the case of Securities of a series offered in a
Periodic Offering will be, established in conformity with the provisions of
this Indenture, subject in the case of Securities offered in a Periodic
Offering, to any conditions specified in such Opinion of Counsel; and


(2)           that such Securities, when
authenticated and delivered by the Trustee and issued by the Company in the
manner and subject to any conditions, exceptions and qualifications specified
in such Opinion of Counsel, will constitute legal, valid and binding
obligations of the Company, enforceable in accordance with their terms, except
as such enforcement is subject to the effect of (i) bankruptcy, insolvency,
fraudulent conveyance, reorganization or other laws relating to or affecting
creditors’ rights and (ii) general principles of equity (regardless of
whether such enforcement is considered in a proceeding in equity or at law).


Such
Opinion of Counsel need express no opinion as to the enforceability of Section
6.7 or as to whether a court in the United States would render a money judgment
in a currency other than that of the United States.  Notwithstanding the provisions of Section
3.1 and of the preceding paragraph, if all Securities of a series are not
to be originally issued at one time, it shall not be necessary to deliver the
Officers’ Certificate otherwise required pursuant to Section 3.1 or the
Company Order and Opinion of Counsel otherwise required pursuant to such
preceding paragraph at or prior to the authentication of each Security of such
series if such documents are delivered at or prior to the authentication upon
original issuance of the first Security of such series to be issued.



 24
 









Notwithstanding
that such form or terms have been so established, the Trustee shall have the
right to decline to authenticate such Securities if, in the written opinion of
counsel to the Trustee (which counsel may be an employee of the Trustee), such
action may not lawfully be taken or if the Trustee in good faith by its board
of trustees or trustees, executive committee or a trust committee of directors,
trustees or vice presidents shall determine that such action would expose the
Trustee to personal liability to Holders of any Securities then outstanding.


With respect to
Securities of a series offered in a Periodic Offering, the Trustee may rely, as
to the authorization by the Company of any of such Securities, the form and
terms thereof and the legality, validity, binding effect and enforceability
thereof, upon the Opinion of Counsel and the other documents delivered pursuant
to Sections 2.1 and 3.1 and this Section, as applicable, in connection
with the first authentication of Securities of such series.


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 herein executed by the
Trustee or an Authenticating Agent by manual signature, and such certificate
upon any Security shall be conclusive evidence, and the only evidence, that
such Security has been duly authenticated and delivered hereunder.  Notwithstanding the foregoing, if any
Security shall have been authenticated and delivered hereunder but never issued
and sold by the Company, and the Company shall deliver such Security to the Trustee
for cancellation as provided in Section 3.9, for all purposes of this
Indenture such Security shall be deemed never to have been authenticated and
delivered hereunder and shall never be entitled to the benefits of this
Indenture.


The
Company in issuing Securities may use “CUSIP” numbers (if then generally in
use), and if so, the Trustee may use the CUSIP numbers in notices of redemption
or exchange as a convenience to Holders; provided, however, that any such
notice may state that no representation is made as to the correctness or
accuracy of the CUSIP number printed in the notice or on the Securities, that
reliance may be placed only on the other identification numbers printed on the
Securities, and any such redemption or exchange shall not be affected by any
defect or omission of such CUSIP numbers.  
The Company will promptly notify the Trustee of any change in CUSIP
numbers known to an Officer of the Company. 
Neither the Company nor the Trustee shall have any responsibility for
any defect in the CUSIP number that appears on any Security, check, advice of
payment or redemption notice, and any such document may contain a statement to
the effect that CUSIP numbers have been assigned by an independent service for
convenience of reference and that neither the Company nor the Trustee shall be
liable for any inaccuracy in such numbers.


Section 3.4             Temporary
Securities.


Pending
the preparation of definitive Securities of any series, the Company may
execute, and upon Company Order the Trustee shall authenticate and deliver,
temporary Securities which are printed, lithographed, typewritten, mimeographed
or otherwise produced, in any authorized denomination, substantially of the
tenor of the definitive Securities in lieu of which they are issued and with
such appropriate insertions, omissions, substitutions and other variations as
the officers executing such Securities may determine, as evidenced by their
execution of such Securities.  All or any
portion of the temporary Securities of a series may be Global Securities.



 25
 









If
temporary Securities of any series are issued, the Company will cause
definitive Securities of that series to be prepared without unreasonable
delay.  Except in the case of temporary
Securities that are Global Securities, each of which shall be exchanged in
accordance with the provisions thereof, after the preparation of definitive
Securities of such series, the temporary Securities of such series shall be
exchangeable for definitive Securities of such series upon surrender of the
temporary Securities of such series at the office or agency of the Company in a
Place of Payment for that series, without charge to the Holder.  Upon surrender for cancellation of any one or
more temporary Securities of any series, the Company shall execute and the Trustee
shall authenticate and deliver in exchange therefor one or more definitive
Securities of the same series, of any authorized denominations and of like
tenor and aggregate principal amount. 
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 and tenor, except as otherwise specified as
contemplated by Section 3.1.


Section 3.5             Registration;
Registration of Transfer and Exchange.


The Company
shall cause to be kept at the Corporate Trust Office of the Trustee or in any
office or agency to be maintained by the Company in accordance with Section
9.2 in a Place of Payment or in such other place or medium as may be
specified pursuant to Section 3.1 a register for each series of
Securities (each register maintained in such office and in any other office or
agency of the Company in a Place of Payment being herein sometimes referred to
as the “Security Register”) in which, subject to such reasonable
regulations as it may prescribe, the Company shall provide for the registration
of Securities of such series and of transfers of Securities of such
series.  Unless otherwise contemplated by
Section 3.1, the Trustee is hereby appointed “Security Registrar”
for the purpose of registering Securities and transfers of Securities, and for
the purpose of maintaining the Security Register in respect thereof, as herein
provided.


Except
as set forth in Section 2.3 or as may be provided pursuant to Section
3.1, upon surrender for registration of transfer of any Security of a
series at the office or agency of the Company in a Place of Payment for that
series, the Company shall execute and deliver a Company Order requesting the
Trustee to authenticate and deliver, and the Trustee shall authenticate and
deliver, in the name of the designated transferee or transferees, one or more
new Securities of the same series, of any authorized denominations and of like
tenor and aggregate principal amount.


Unless otherwise
provided as contemplated by Section 3.1, at the option of the Holder,
Securities of any series (other than Global Securities) may be exchanged for
other Securities of the same series, of any authorized denominations and of
like tenor and aggregate principal amount, upon surrender of the Securities to
be exchanged at such office or agency, and upon payment, if the Company shall
so require, of the charges hereinafter provided.  Whenever any Securities are so surrendered
for exchange, the Company shall execute, and the Trustee shall authenticate and
deliver, the Securities that the Holder making the exchange is entitled to
receive.



 26
 









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 entitled 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 shall (if
so required by the Company, Security Registrar or the Trustee) be duly
endorsed, or be accompanied by a written instrument of transfer in form
satisfactory to the Company, the Security Registrar or the Trustee, as the case
may be, duly executed, by the Holder thereof or its attorney duly authorized in
writing.


Unless otherwise
provided as contemplated by Section 3.1, no service charge shall be made
for any registration of transfer or exchange of Securities, but the Company may
require payment of a sum sufficient to cover any tax or other governmental
charge that may be imposed in connection with any registration of transfer or
exchange of Securities, other than exchanges pursuant to Section 3.4, 9.6
or 11.7 not involving any transfer.


Unless otherwise
provided as contemplated by Section 3.1, if the Securities of any series
(or of any series and specified tenor) are to be redeemed in whole or in part,
the Company shall not be required (A) to issue, register the transfer of or
exchange any Securities of that series (or of that series and specified tenor,
as the case may be) during a period beginning at the opening of business 15
days before the day of the mailing of a notice of redemption of any such
Securities selected for redemption under Section 11.3 and ending at the
close of business on the day of such mailing, or (B) to register the transfer
of or exchange any Security so selected for redemption in whole or in part,
except the unredeemed portion of any Security being redeemed in part.


Unless otherwise
provided as contemplated by Section 3.1, the Company shall not be
required to register the transfer or exchange of Securities between a Record
Date and the next succeeding Interest Payment Date.


Section 3.6             Mutilated,
Destroyed, Lost and Stolen Securities.


If any mutilated
Security is surrendered to the Trustee, the Company shall execute and deliver a
Company Order requesting the Trustee to authenticate and deliver, and the
Trustee shall authenticate and deliver, in exchange therefor a new Security of
the same series and of like tenor and principal amount and bearing a number not
contemporaneously outstanding.  If there
shall be delivered to the Company and 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 that such Security has been acquired by a bona fide purchaser,
the Company shall execute and upon the Company’s request the Trustee shall
authenticate and deliver, in lieu of any such destroyed, lost or stolen
Security, a new Security of the same series and of like tenor and principal
amount and bearing a number not contemporaneously outstanding.


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



 27















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
of any series issued pursuant to this Section 3.6 in lieu of any
destroyed, lost or stolen Security shall constitute an original additional
contractual 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 that series duly issued hereunder.


The provisions of
this Section 3.6 are exclusive and shall preclude (to the extent lawful)
all other rights and remedies with respect to the replacement or payment of
mutilated, destroyed, lost or stolen Securities.


Section 3.7             Payment
of Interest; Interest Rights Preserved.


Except as
otherwise provided as contemplated by Section 3.1 with respect to any
series of Securities, interest on any Security which is payable, and is
punctually paid or duly provided for, on any Interest Payment Date shall be
paid to the Person in whose name that Security (or one or more Predecessor
Securities) is registered at the close of business on the Regular Record Date
for such interest at the office or agency maintained for such purpose pursuant
to Section 9.2; provided, however, that at the option of the Company,
interest on any series of Registered Securities that bear interest may be paid
(i) by check mailed to the address of the Person entitled thereto as it shall
appear on the Security Register of such series (unless, with respect to a Global
Security, the rules of the Depositary require payment of such amount by wire
transfer) or (ii) by wire transfer to an account maintained by the Person
entitled thereto as specified in the Security Register of such series.


Unless otherwise
provided as contemplated by Section 3.1, any interest on any Security of
any series which is payable, but is not punctually paid or duly provided for,
on any Interest Payment Date (herein called “Defaulted Interest”) shall
forthwith cease to be payable to the Holder 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 Persons in whose names
the Securities of such series (or their respective Predecessor Securities) are
registered at the close of business on a Special Record Date for the payment of
such Defaulted Interest, which shall be fixed in the following manner.  The Company shall notify the Trustee in
writing of the amount of Defaulted Interest proposed to be paid on each
Security of such series and the date of the proposed payment, and at the same
time the Company shall deposit with the Trustee an amount of money equal to the
aggregate amount proposed to be paid in respect of such Defaulted Interest or
shall make arrangements satisfactory to the Trustee for such deposit prior to
the date of the proposed payment, such money when deposited to be held in trust
for the benefit of the Persons entitled to such Defaulted Interest as in this
clause provided.  Thereupon the Trustee
shall fix a Special Record Date for the payment of such Defaulted 



 28
 









Interest,
which shall be not more than 15 days and not less than 10 days prior to the
date of the proposed payment and not less than 10 days after the receipt by the
Trustee of the notice of the proposed payment. 
The Trustee shall promptly notify the Company of such Special Record
Date and, in the name and at the expense of the Company, shall cause notice of
the proposed payment of such Defaulted Interest and the Special Record Date
therefor to be given to each Holder of Securities of such series in the manner
set forth in Section 1.7, not less than 10 days prior to such Special
Record Date.   The Trustee may, in its
discretion, in the name and at the expense of the Company, cause a similar
notice to be published at least once in an Authorized Newspaper, but such
publication shall not be a condition precedent to the establishment of such
Special Record Date.  Notice of the
proposed payment of such Defaulted Interest and the Special Record Date
therefor having been so mailed, such Defaulted Interest shall be paid to the
Persons in whose names the Securities of such series (or their respective
Predecessor Securities) are registered at the close of business on such Special
Record Date and shall no longer be payable pursuant to the following clause
(2).


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


Subject to the
foregoing provisions of this Section 3.7, 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 as the owner of such Security for the
purpose of receiving payment of principal of and any premium and (subject to Section
3.7) any interest and any Additional Amounts or other payments on such
Security and for all other purposes whatsoever, whether or not 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.


Except as
otherwise specified as contemplated by Section 3.1, none of the Company,
the Trustee or any agent of the Company or the Trustee shall 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. 
Notwithstanding the foregoing, with respect to any Global Security,
nothing herein shall prevent the Company or the Trustee, or any agent of the
Company or the Trustee, from giving effect to any written certification, proxy
or other authorization furnished by any Depositary (or its nominee), as a Holder,
with respect to such Global Security or impair, as between such Depositary and
owners of beneficial interests in such 



 29
 









Global Security, the operation of customary practices governing the
exercise of the rights of such Depositary (or its nominee) as Holder of such
Global Security.


Section 3.9             Cancellation.


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 may deliver to the Trustee (or to any other Person
for delivery to the Trustee) for cancellation any Securities previously
authenticated hereunder which the Company has not issued and sold, and all
Securities so delivered shall be promptly canceled by the Trustee.  The Security Registrar and the Paying Agent
shall forward to the Trustee any Securities surrendered to them for
registration of transfer, exchange or payment, and all Securities so delivered
shall be promptly canceled by the Trustee. 
No Securities shall be authenticated in lieu of or in exchange for any
Securities canceled as provided in this Section, except as expressly permitted
by this Indenture or as otherwise specified as contemplated by Section 3.1.  On request of the Company at the time of surrender,
the Trustee shall deliver to the Company canceled Securities held by the
Trustee.  In the absence of such request,
all canceled Securities held by the Trustee shall be disposed of in accordance
with the Trustee’s customary procedures.


Section 3.10           Computation
of Interest.


Except as
otherwise specified as contemplated by Section 3.1 for Securities of any
series, interest on the Securities of each series shall be computed on the
basis of a 360-day year of twelve 30-day months.


ARTICLE 4


SATISFACTION AND
DISCHARGE


Section 4.1             Satisfaction
and Discharge of Indenture.


This Indenture
shall upon Company Request cease to be of further effect with respect to
Securities of or within any series (except as to any surviving rights of
registration of transfer or exchange of such Securities and replacement of such
Securities which may have been lost, stolen or mutilated as herein expressly
provided for), and the Trustee, at the expense of the Company, shall execute
proper instruments acknowledging satisfaction and discharge of this Indenture
and with respect to such Securities, when


(1)           either


(A)          all such Securities
theretofore authenticated and delivered (other than (i) Securities which have
been destroyed, lost or stolen and which have been replaced or paid as provided
in Section 3.6 and (ii) Securities for whose payment money has
theretofore been deposited in trust or segregated and held in trust by the
Trustee or the Company and thereafter repaid to the Company or discharged from
such trust, as provided in Section 10.3) have been delivered to the
Trustee for cancellation; or



 30
 









(B)           all such Securities
not theretofore delivered to the Trustee for cancellation


(i)            have become due and
payable, or


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


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


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


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


(3)           the Company has
complied with any other conditions specified pursuant to Section 3.1 to
be applicable to the Outstanding Securities of such series; and


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


If any Outstanding
Securities of such series are to be redeemed prior to their Stated Maturity,
whether pursuant to any optional redemption provisions or in accordance with
any mandatory sinking fund requirement, the trust agreement evidencing the
trust referred to in subclause (B) of clause (1) of this Section
4.1 shall provide therefore and the Company shall make such arrangements as
are satisfactory to the Trustee for the giving of notice of redemption by the
Trustee in the name, and at the expense, of the Company.


Notwithstanding
the satisfaction and discharge of this Indenture, the obligations of the
Company to the Trustee under Section 6.7, the obligations of the Trustee
to any Authenticating Agent under Section 6.14 and, if money shall have
been deposited with the Trustee pursuant to subclause (B) of clause
(1) of this Section 4.1, the obligations of the Trustee under Section
4.2 and the last paragraph of Section 10.3 shall survive.


Section 4.2             Application
of Trust Money.


Subject to the
provisions of the last paragraph of Section 10.3, all money deposited
with the Trustee pursuant to Section 4.1 shall be held in trust and
applied by it, in accordance with the provisions of the 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 



 31
 









determine, to the Persons entitled thereto, of the principal and any
premium and interest or Additional Amounts for whose payment such money has
been deposited with the Trustee.


Section 4.3             Reinstatement.


If the Trustee or
Paying Agent is unable to apply any money or U.S. Government Obligations
deposited with respect to Securities of any series in accordance with Section 4.1
by reason of any legal proceeding or by reason of any order or judgment of any
court or governmental authority enjoining, restraining or otherwise prohibiting
such application, the Company’s obligations under this Indenture with respect
to the Securities of such series and the Securities of such series shall be
revived and reinstated as though no deposit had occurred pursuant to Section 4.1
until such time as the Trustee or Paying Agent is permitted to apply all such
money or U.S. Government Obligations in accordance with Section 4.1;
provided, however, that if the Company has made any payment of principal of,
premium (if any) or interest on, or any Additional Amounts with respect to, any
Securities because of the reinstatement of its obligations, the Company shall
be subrogated to the rights of the Holders of such Securities to receive such
payment from the money or U.S. Government Obligations held by the Trustee or
Paying Agent.


ARTICLE 5


REMEDIES


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 occasioned by the subordination provisions
applicable to any Securities or 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 it is either inapplicable to a particular series or it is specifically
deleted or modified in the Board Resolution, supplemental indenture, Officers’
Certificate establishing such series, or form of Security for such series:


(1)           default in the
payment of any interest on, or any Additional Amounts with respect to, any Security
of that series when it becomes due and payable, and continuance of such default
for a period of 30 days (unless the entire amount of such payment is deposited
by the Company with the Trustee or with a Paying Agent prior to the expiration
of such period of 30 days); or


(2)           default in the
payment of the principal of or any premium on any Security of that series at
its Maturity; or


(3)           default in the
deposit of any sinking fund payment, when and as due by the terms of a Security
of that series, and continuance of such default for a period of 30 days; or


(4)           default in the
performance, or breach, of any covenant or warranty of the Company in this
Indenture (other than a covenant or warranty a default in whose performance or 



 32
 









whose breach
is elsewhere in this Section 5.1 specifically dealt with or which has
expressly been included in this Indenture solely for the benefit of series of
Securities other than that 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
that series a written notice specifying such default or breach and requiring it
to be remedied and stating that such notice is a “Notice of Default”
hereunder; or


(5)           the entry by a court
having jurisdiction in the premises of (A) a decree or order for relief in
respect of the Company in an involuntary case or proceeding under any
applicable federal or state bankruptcy, insolvency, reorganization or other
similar law or (B) a decree or order adjudging the Company a bankrupt or
insolvent, or approving as properly filed a petition seeking reorganization,
arrangement, adjustment or composition of or in respect of the Company under
any applicable federal or state law, or appointing a custodian, receiver,
liquidator, assignee, trustee, sequestrator or other similar official of the
Company or of any substantial part of its property, or ordering the winding up
or liquidation of its affairs, and the continuance of any such decree or order
for relief or any such other decree or order unstayed and in effect for a
period of 60 consecutive days;  or


(6)           the commencement by
the Company of a voluntary case or proceeding under any applicable federal or
state bankruptcy, insolvency, reorganization or other similar law or of any
other case or proceeding to be adjudicated a bankrupt or insolvent, or the
consent by it to the entry of a decree or order for relief in respect of the
Company in an involuntary case or proceeding under any applicable federal or
state bankruptcy, insolvency, reorganization or other similar law or to the
commencement of any bankruptcy or insolvency case or proceeding against it, or
the filing by it, of a petition or answer or consent seeking reorganization or
relief under any applicable federal or state law, or the consent by it to the
filing of such petition or to the appointment of or taking possession by a
custodian, receiver, liquidator, assignee, trustee, sequestrator or similar
official of the Company or of any substantial part of its property, or the
making by it of an assignment for the benefit of creditors, or the admission by
it in writing of its inability to pay its debts generally as they become due,
or the taking of corporate action by the Company in furtherance of any such
action; or


(7)           any other Event of
Default provided with respect to Securities of that series in the Board
Resolution, supplemental indenture or Officers’ Certificate establishing that
series.


Notwithstanding
the foregoing provisions of this Section 5.1, if the principal of,
premium (if any) or any interest on, or any Additional Amounts with respect to,
any Security is payable in a currency or currencies (including a composite
currency) other than Dollars and such currency or currencies are not available
to the Company for making payment thereof due to the imposition of exchange
controls or other circumstances beyond the control of the Company (a “Conversion
Event”), the Company will be entitled to satisfy its obligations to Holders
of the Securities by making such payment in Dollars in an amount equal to the
Dollar equivalent of the amount payable in such other currency, as determined
by the Company by reference to the Exchange Rate, as such Exchange Rate is
certified for customs purposes by the Federal Reserve Bank of New York on the
date of such payment, or, if such rate is not then available, on the basis 



 33
 









of the most recently available Exchange Rate.  Notwithstanding the foregoing provisions of
this Section 5.1, any payment made under such circumstances in
Dollars where the required payment is in a currency other than Dollars will not
constitute an Event of Default under this Indenture.


Promptly after the
occurrence of a Conversion Event with respect to the Securities of any series,
the Company shall give written notice thereof to the Trustee; and the Trustee,
promptly after receipt of such notice, shall give notice thereof in the manner
provided in Section 1.7 to the Holders of such series.  Promptly after the making of any payment in
Dollars as a result of a Conversion Event with respect to the Securities of any
series, the Company shall give notice in the manner provided in Section 1.7
to the Holders of such series, setting forth the applicable Exchange Rate and
describing the calculation of such payments.


Section 5.2             Acceleration
of Maturity; Rescission and Annulment.


Unless the Board
Resolution, supplemental indenture or Officers’ Certificate establishing such
series provides otherwise, if an Event of Default (other than an Event of
Default specified in Section 5.1(5) or 5.1(6)) with respect to
Securities of any series at the time Outstanding occurs and is continuing, then
in every such case the Trustee or the Holders of not less than 25% in principal
amount of the Outstanding Securities of that series may declare the principal
amount of all the Securities of that series (or, if any Securities of that
series are Original Issue Discount Securities, such portion of the principal
amount of such Securities as may be specified by the terms thereof) and
premium, if any, together with accrued and unpaid interest, if any, thereon,
and Additional Amounts, if any, with respect thereto, 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 amount (or
specified amount) and premium, if any, together with accrued and unpaid
interest, if any, thereon, and Additional Amounts, if any, with respect
thereto, shall become immediately due and payable.  Unless the Board Resolution, supplemental
indenture or Officers’ Certificate establishing such series provides otherwise,
if an Event of Default specified in Section 5.1(5) or 5.1(6) with
respect to Securities of any series at the time Outstanding occurs, the
principal amount of all the Securities of that series (or, if any Securities of
that series are Original Issue Discount Securities, such portion of the principal
amount of such Securities as may be specified by the terms thereof) and
premium, if any, together with accrued and unpaid interest, if any, thereon,
and Additional Amounts, if any, with respect thereto, shall automatically, and
without any declaration or other action on the part of the Trustee or any
Holder, become immediately due and payable.


At any time after such a declaration of acceleration with respect to
Securities of any series has been made and before a judgment or decree for
payment of the money due has been obtained by the Trustee as hereinafter in
this Article 5 provided, the Holders of a majority in principal amount
of the Outstanding Securities of that 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 sufficient to pay


(A)          all overdue interest
on, and any Additional Amounts with respect to, all Securities of that series
(or of all series, as the case may be),



 34
 









(B)           the principal of or
premium (if any) on any Securities of that series (or of all series, as the
case may be) which have become due otherwise than by such declaration of
acceleration and interest thereon at the rate or rates prescribed therefor in such
Securities (in the case of Original Issue Discount Securities, the Securities’
Yield to Maturity),


(C)           to the extent that
payment of such interest is lawful, interest upon overdue interest and any
Additional Amounts at the rate or rates prescribed therefor in such Securities
(in the case of Original Issue Discount Securities, the Securities’ Yield to
Maturity), and


(D)          all sums paid or
advanced by the Trustee hereunder, the compensation, expenses, disbursements
and advances due to Trustee under Section 6.7, and all other
amounts due under Section 6.7;


(2)           all Events of
Default with respect to Securities of that series (or of all series, as the
case may be), other than the nonpayment of the principal of Securities of that
series (or of all series, as the case may be) which have become due solely by
such declaration of acceleration, have been cured or waived as provided in Section 5.13;
and


(3)           the rescission would
not conflict with any final judgment or decree of a court of competent
jurisdiction.


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


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


The Company
covenants that if


(1)           default is made in
the payment of any interest on, or any Additional Amounts with respect to, any
Security of any series when such interest or Additional Amounts shall 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 premium, if any, on) any Security at the
Maturity thereof,


the Company
will, upon demand of the Trustee, pay to it, for the benefit of the Holders of
such Securities, the whole amount then due and payable on such Securities for
principal and any premium and interest on, and Additional Amounts with respect
to, and, to the extent that payment of such interest shall be legally
enforceable, interest on any overdue principal and premium and on any overdue
interest or Additional Amounts, at the rate or rates prescribed therefor in
such Securities (or in the case of Original Issue Discount Securities, the
Securities’ Yield to Maturity), and, in addition thereto, such further amount
as shall be sufficient to cover the costs and expenses of collection, including
the reasonable compensation, expenses, disbursements and advances of the
Trustee, its agents and counsel, and all other amounts due the Trustee under Section
6.7.


If the Company
fails to pay such amounts forthwith upon such demand, the Trustee, in its own
name and as trustee of an express trust, may institute a judicial proceeding
for the collection 



 35
 









of the sums so due and unpaid, 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 moneys adjudged or deemed 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.


In addition, if
any other Event of Default with respect to Securities of any series occurs and
is continuing, the Trustee may in its discretion proceed, in its own name and
as trustee of an express trust, 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 in aid of the exercise of any power granted herein, 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 or
the property of the Company or of such other obligor or their creditors, the
Trustee (irrespective of whether the principal (or lesser amount in the case of
Original Issue Discount Securities) of the Securities shall then be due and
payable as therein expressed or by declaration or otherwise and irrespective of
whether the Trustee shall have made any demand on the Company for the payment
of overdue principal of, premium (if any), interest on, or any Additional Amounts
with respect to, such Securities) shall be entitled and empowered, by
intervention in such proceeding or otherwise,


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


(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 to make such payments to the
Trustee and, in the event that the Trustee shall consent to the making of such
payments directly to the Holders, to pay to the Trustee any amount due 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.


No provision of
this Indenture shall be deemed to authorize the Trustee to authorize or consent
to or accept or adopt on behalf of any Holder 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 in any such proceeding; provided, however, that the Trustee
may, on behalf of the Holders, vote for the election of a 



 36
 









trustee in bankruptcy or similar official and be a member of a
creditors’ or other similar committee.


Section 5.5             Trustee
May Enforce Claims Without Possession of Securities.


All rights of
action and claims under this Indenture or 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
may be instituted by the Trustee in its own name as trustee of an express
trust.


Section 5.6             Application
of Money Collected.


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


FIRST: To the payment of
all amounts due the Trustee under Section 6.7 in connection with such
series of Securities in respect of which money or other property is collected;


SECOND: Subject to the
terms of any subordination entered into as contemplated by Section 3.1,
to the payment of the amounts then due and unpaid for principal of and any
premium, if any, and interest on, and any Additional Amounts with respect to,
the Securities in respect of which or for the benefit of which such money has
been collected, ratably, without preference or priority of any kind, according
to the amounts due and payable on such Securities for principal and any
premium, if any, interest on and Additional Amounts, respectively; and


THIRD: The balance, if
any, to the Company or any other Person or Persons entitled thereto.


To the fullest
extent allowed under applicable law, if for the purpose of obtaining judgment
against the Company in any court it is necessary to convert the sum due in
respect of the principal of, premium (if any) or interest on, or any Additional
Amounts with respect to, 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
City of New York the Required Currency with the Judgment Currency on the
Business Day in The City of New York next preceding that on which final judgment
is given.  Neither the Company nor the
Trustee shall be liable for any shortfall nor shall any of them benefit from
any windfall in payments to Holders of Securities under this Section 5.6
caused by a change in exchange rates between the time the amount of a judgment
against it is calculated as above and the time the Trustee converts the
Judgment Currency into the Required Currency to make payments under this Section 5.6
to Holders of Securities, but payment of such judgment shall discharge all
amounts owed by the Company on the claim or claims underlying such judgment.



 37
 









Section 5.7             Limitation
on Suits.


Subject to Section
5.8, 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)           an Event of Default
with respect to such series of Securities shall have occurred and be continuing
and such Holder has previously given written notice to the Trustee of such
continuing Event of Default;


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


(3)           such Holder or
Holders have offered and, if requested, provided to the Trustee reasonable
indemnity 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 that series (or of all series, as the case may be).


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


Section 5.8             Right
of Holders to Receive Principal, Premium and Interest.


Notwithstanding
any other provision in this Indenture, the right of any Holder of any Security
to receive payment of the principal of and any premium and (subject to Section
3.7) interest on, or any Additional Amounts with respect to, such Security
on the Stated Maturity or Stated Maturities expressed in such Security (or, in
the case of redemption, on the Redemption Date) and to institute suit for the
enforcement of any such payment after the respective due dates, shall not be
impaired without the consent of such Holder.


Section 5.9             Restoration
of Rights and Remedies.


If the Trustee or
any Holder 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, subject to any determination in such proceeding, the
Company, the Trustee and the Holders shall be restored severally and
respectively to their former positions hereunder and thereafter all rights 



 38
 









and remedies of the Trustee and the Holders shall continue as though no
such proceeding had been instituted.


Section 5.10           Rights
and Remedies Cumulative.


Except as
otherwise provided in Section 5.7 or 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 the Holders is intended to be exclusive of any
other right or remedy, and every right and remedy shall, to the extent
permitted by law, be cumulative and in addition to every other right and remedy
given hereunder or now or hereafter existing at law or in equity or
otherwise.  The assertion or employment
of any right or remedy hereunder, or otherwise, shall not prevent the
concurrent assertion or employment of any other appropriate right or remedy.


Section 5.11           Delay or
Omission Not Waiver.


No delay or
omission of the Trustee or of any Holder of any Securities 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 5 or by law to the Trustee or to the
Holders may be exercised from time to time, and as often as may be deemed
expedient, by the Trustee or by the Holders, as the case may be.


Section 5.12           Control
by Holders.


With respect to
Securities of any series, the Holders of a majority in principal amount of the
Outstanding Securities of such series shall have the right to direct the time,
method and place of conducting any proceeding for any remedy available to the
Trustee, or exercising any trust or power conferred on the Trustee, relating to
or arising under an Event of Default described in clause (1), (2),
(3), (4) or (7) of Section 5.1, and
with respect to all Securities the Holders of a majority in principal amount of
all Outstanding Securities shall have the right to direct the time, method and
place of conducting any remedy available to the Trustee, or exercising any
trust or power conferred on the Trustee, relating to or arising under an Event
of Default described in clause (5) or (6) of Section 5.1,
provided that in each such case.


(1)           the Trustee shall
have the right to decline to follow any such direction if the Trustee, being
advised by counsel, determines that the action so directed may not lawfully be
taken or would conflict with this Indenture or if the Trustee in good faith
shall, by a Responsible Officer, determine that the proceedings so directed
would involve it in personal liability or be unjustly prejudicial to the
Holders not taking part in such direction, and


(2)           the Trustee may take
any other action deemed proper by the Trustee that is not inconsistent with
such direction or this Indenture.


Section 5.13           Waiver
of Past Defaults.


Subject to Section
5.8 and Section 9.2, the Holders of not less than a majority in
aggregate principal amount of the Outstanding Securities of any series may on
behalf of the 



 39
 









Holders of all the Securities of such series waive any past default or
Event of Default described in clause (1), (2), (3), (4) or
(7) of Section 5.1 hereunder with respect to such
series and its consequences, and the Holders of a majority in principal amount
of all Outstanding Securities may on behalf of the Holders of all Securities
waive any Event of Default described in clause (5) or (6) of Section
5.1 hereunder and its consequences, except a default


(1)           in the payment of
the principal of or any premium or interest on, or any Additional Amounts with
respect to, any Security as and when the same shall become due and payable by
the terms thereof, otherwise than by acceleration (unless such default has been
cured as provided herein), 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
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           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 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, suffered or omitted by it as Trustee, a court may require any
party litigant in such suit to file an undertaking to pay the costs of such
suit, and may assess costs against any such party litigant, in the manner and
to the extent provided in the Trust Indenture Act; provided that the provisions
of this Section 5.14 shall not apply to any suit instituted by the
Company, to any suit instituted by the Trustee, to any suit instituted by any
Holder, or group of Holders, holding in the aggregate more than 10% in
principal amount of the outstanding Securities of any series, or to any suit
instituted by any Holder for the enforcement of the payment of the principal of
or interest on any Security on or after the Stated Maturity or Stated
Maturities expressed in such Security (or, in the case of redemption, on the
redemption date).


ARTICLE 6


THE TRUSTEE


Section 6.1             Certain
Duties and Responsibilities.


(1)           If an Event of
Default has occurred and is continuing, the Trustee shall exercise the rights
and powers vested in it by this Indenture and use the same degree of care and
skill in their exercise as a prudent individual would exercise or use under the
circumstances in the conduct of his or her own affairs.


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



 40
 









(A)          The Trustee need
perform only those duties that are specifically set forth in this Indenture and
no others, and no implied covenants or obligations shall be read into this
Indenture against the Trustee.


(B)           In the absence of
bad faith on its part, the Trustee may conclusively rely, as to the truth of
the statements and the correctness of the opinions expressed therein, upon
Officers’ Certificates or Opinions of Counsel furnished to the Trustee and
conforming to the requirements of this Indenture; however, in the case of any
such Officers’ Certificates or Opinions of Counsel which by any provisions
hereof are specifically required to be furnished to the Trustee, the Trustee
shall examine such Officers’ Certificates and Opinions of Counsel to determine
whether or not they conform to the requirements of this Indenture (but need not
confirm or investigate the accuracy of any mathematical calculations or other
facts stated therein).


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


(A)          This paragraph does
not limit the effect of clause (2) of this Section 6.1.


(B)           The Trustee shall
not be liable for any error of judgment made in good faith by a Responsible
Officer, unless it is proved that the Trustee was negligent in ascertaining the
pertinent facts.


(C)           The Trustee shall
not be liable with respect to any action taken, suffered or omitted to be taken
by it with respect to Securities of any series in good faith in accordance with
the direction of the Holders of a majority in principal amount of the
Outstanding Securities of such series relating to the time, method and place of
conducting any proceeding for any remedy available to the Trustee, or
exercising any trust or power conferred upon the Trustee, under this Indenture
with respect to the Securities of such series.


(4)           Every provision of this
Indenture that in any way relates to the Trustee is subject to clauses (1),
(2) and (3) of this Section 6.1.


(5)           The Trustee may
refuse to perform any duty or to exercise any of the rights or powers vested in
it by this Indenture at the request or direction of any of Holder or Holders
pursuant to this Indenture, unless such Holder or Holders shall have offered
and, if requested, provided to the Trustee reasonable security or indemnity
against the costs, expenses and liabilities which might be incurred by it in
compliance with such request or direction.


(6)           No provision of this
Indenture shall require the Trustee to risk its own funds or otherwise incur
any financial liability in the performance of any of its duties, or in the
exercise of any of its rights or powers, if it shall have reasonable grounds
for believing that repayment of such funds or adequate indemnity against such
risk is not reasonably assured to it.


(7)           The Paying Agent,
the Security Registrar and any Authenticating Agent shall be entitled to the
protections, immunities and standard of care as are set forth in clauses (1),
(2) and (3) of this Section 6.1 with respect to the
Trustee.



 41















Section 6.2             Notice
of Defaults.


If a default
occurs hereunder and is continuing with respect to Securities of any series and
it is known to a Responsible Officer of the Trustee, the Trustee shall give the
Holders of Securities of such series notice of such default as and to the
extent provided by the Trust Indenture Act; provided, however, that except in
the case of a default in the payment of principal of (or premium, if any) or
interest on, or any Additional Amounts with respect to, any Securities of such
series or in the payment of any sinking fund installment, the Trustee shall be
protected in withholding such notice if and so long as the Board of Trustees,
the executive committee or a trust committee of directors and/or Responsible
Officers of the Trustee in good faith determine that the withholding of such
notice is in the interests of the holders of Securities of such series.


Section 6.3             Certain
Rights of Trustee.


Subject to the
provisions of Section 6.1:


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


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


(3)           any request or
direction of the Company mentioned herein shall be sufficiently evidenced by a
Company Request or Company Order (unless other evidence is specifically
required herein), and any resolution of the Board of Trustees shall be
sufficiently evidenced by a Board Resolution;


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


(5)           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;


(6)          
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 



 42
 









be responsible
for any misconduct or negligence on the part of any agent or attorney appointed
with due care by it hereunder.


(7)           the Trustee shall
not be charged with knowledge of any default or Event of Default with respect
to the Securities of any series for which it is acting as Trustee unless either
(1) a Responsible Officer shall have actual knowledge of such default or Event
of Default or (2) written notice of such default or Event of Default shall have
been given to the Trustee by the Company or any other obligor on such
Securities or by any Holder of such Securities; and


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


Section 6.4             Not
Responsible for Recitals or Issuance of Securities.


The recitals
contained herein and in the Securities, except the Trustee’s certificates of
authentication, shall be taken as the statements of the Company, and neither
the Trustee nor any Security Registrar, Paying Agent or 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.  Neither the Trustee nor any Security
Registrar, Paying Agent or Authenticating Agent shall be accountable for the
use or application by the Company of Securities or the proceeds thereof.


Section 6.5             May
Hold Securities and Act as Trustee under Other Indentures.


The Trustee, any
Authenticating Agent, any Paying Agent, any Security Registrar or any other
agent of the Company, in its individual or any other capacity, may become the
owner or pledgee of Securities and, subject to Sections 6.8 and 6.13,
may otherwise deal with the Company with the same rights it would have if it
were not Trustee, Authenticating Agent, Paying Agent, Security Registrar or
such other agent.


Subject to the
limitations imposed by the Trust Indenture Act, nothing in this Indenture shall
prohibit the Trustee from becoming and acting as trustee under other indentures
under which other securities, or certificates of interest of participation in
other securities, of the Company are outstanding in the same manner as if it
were not Trustee hereunder.


Section 6.6             Money
Held in Trust.


Subject to the
provisions of Sections 10.3 and 13.5, all moneys received by the
Trustee shall, until used or applied, as provided herein, be held in trust for
the purposes for which they were received. 
Money held by the Trustee in trust hereunder need not be segregated from
other funds except to the extent required by law.  The Trustee shall be under no liability for
interest on any money received by it hereunder except as otherwise agreed in
writing with the Company.  So long as no
Event of Default shall have occurred and be continuing, all interest allowed on
any such moneys shall be paid by the Company from time to time upon a Company
Order.



 43
 









Section 6.7             Compensation
and Reimbursement.


The Company shall
pay to the Trustee from time to time such reasonable compensation for its
services as the Company and the Trustee may agree in writing from time to
time.  The Trustee’s compensation shall
not be limited by any law on compensation of a trustee of an express
trust.  The Company shall reimburse the
Trustee upon request for all reasonable out-of-pocket expenses, disbursements
and advances incurred by it in connection with the performance of its duties
under this Indenture, except any such expense, disbursement or advance as may
be attributable to its negligence, willful misconduct or bad faith.  Such expenses shall include the reasonable
compensation and expenses of the Trustee’s agents and counsel.


The Company shall
indemnify the Trustee for, and hold it harmless against, any and all loss,
liability, damage, claim or expense (including attorneys’ fees and expenses,
and including taxes other than taxes based upon, measured by or determined by
the income of the Trustee), including without limitation the costs and expenses
of defending itself against any third-party claim (whether asserted by any
Holder or any other Person (other than the Company to the extent of any claim
brought by it against the Trustee that establishes a breach by the Trustee in
the observance or performance of its duties under this Indenture)), incurred by
it without negligence, willful misconduct or bad faith arising out of or in
connection with its acceptance or administration of the trust or trusts
hereunder, including the performance of its duties or the exercise of its
powers hereunder.  With respect to any
such claim other than a claim brought by the Company, (i) the Trustee shall
notify the Company promptly of any claim for which it may seek indemnity, (ii)
the Company may at its option defend the claim, in which event the Trustee
shall cooperate in the defense and the Trustee may have one separate counsel
and the Company shall pay the reasonable fees and expenses of such counsel and
(iii) the Company need not pay for any settlement made without its consent,
which consent shall not be unreasonably withheld.  This indemnification shall apply to officers,
directors, employees, shareholders and agents of the Trustee.


To secure the
Company’s payment obligations in this Section 6.7, the Trustee shall
have a lien prior to the Securities of any series on all money or property held
or collected by the Trustee, except that held in trust to pay principal of and
interest on, or any Additional Amounts with respect to, particular Securities
of that series.


When the Trustee
incurs expenses or renders services after an Event of Default specified in Section
5.1(5) or (6) occurs, the expenses and the compensation for the
services are intended to constitute expenses of administration under any
Bankruptcy Law.


The provisions of
this Section 6.7 and any lien arising hereunder shall survive the
resignation or removal of the Trustee or the discharge of the Company’s
obligations under this Indenture and the termination of this Indenture.


Section 6.8             Conflicting
Interests.


If the Trustee has or shall acquire a conflicting
interest within the meaning of the Trust Indenture Act, the Trustee shall
either eliminate such conflicting interest or resign, to the extent and in the
manner and with the effect provided by, and subject to the provisions of, the
Trust Indenture Act and this Indenture. 
To the extent permitted by the Trust Indenture Act, the Trustee 



 44
 









shall not be deemed to have a conflicting interest by virtue of being a
trustee under this Indenture with respect to Securities of more than one series
or any other indenture.


Section 6.9             Eligibility;
Disqualification.


There shall at all
times be one (and only one) Trustee hereunder with respect to the Securities of
each series (which need not be the same Trustee for all series).  A Trustee may be Trustee hereunder for
Securities of one or more series.  Each
Trustee shall be a Person that is eligible pursuant to the Trust Indenture Act
to act as such and has (or if the Trustee is a member of a bank holding company
system, its bank holding company has) a combined capital and surplus of at
least $50,000,000 and subject to supervision or examination by federal or state
(or the District of Columbia) authority. 
If any such Person or bank holding company publishes reports of
condition at least annually, pursuant to law or to the requirements of its
supervising or examining authority, then for the purposes of this Section
6.9 and to the extent permitted by the Trust Indenture Act, the combined
capital and surplus of such Person or bank holding company shall be deemed to
be its combined capital and surplus as set forth in its most recent report of
condition so published.  If at any time
the Trustee with respect to the Securities of any series shall cease to be
eligible in accordance with the provisions of this Section 6.9, it shall
resign immediately in the manner and with the effect hereinafter specified in
this Article 6.


 The
Indenture shall always have a Trustee who satisfies the requirements of Sections
310(a)(1), 310(a)(2) and 310(a)(5) of the Trust Indenture
Act.


Section 6.10           Resignation
and Removal; Appointment of Successor.


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 in accordance with the applicable requirements of Section
6.11.


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
6.11 shall not have been delivered to the Trustee within 30 days after the
giving of such notice of resignation, the resigning Trustee may petition at the
expense of the Company any court of competent jurisdiction for the appointment
of a successor Trustee with respect to the Securities of such series.


The Trustee may be
removed at any time with respect to the Securities of any series by Act of the
Holders of a majority in principal amount of the Outstanding Securities of such
series, delivered to the Trustee and to the Company.  If the instrument of acceptance by a
successor Trustee required by Section 6.11 shall not have been
delivered to the removed Trustee within 30 days after the receipt of such
notice of removal, the removed Trustee may petition at the expense of the
Company any court of competent jurisdiction for the appointment of a successor
Trustee with respect to the Securities of such series.



 45
 









If at any time:


(1)           the Trustee shall
fail to comply with Section 6.8 after written request therefor by the
Company or by any Holder who has been a bona fide Holder of a Security for at
least six months, or


(2)           the Trustee shall
cease to be eligible under Section 6.9 and shall fail to resign after
written request therefor by the Company or by any such Holder, or


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


then, in any such case,
(A) the Company by a Board Resolution may remove the Trustee with respect to
all Securities, or (B) subject to Section 5.14, any Holder who has been
a bona fide Holder of a Security for at least six months may, on behalf of
himself and all others similarly situated, petition any court of competent
jurisdiction for the removal of the Trustee with respect to all Securities and
the appointment of a successor Trustee or Trustees.


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 a Board Resolution shall promptly appoint a
successor Trustee or Trustees with respect to the Securities of that or those
series (it being understood that any such successor Trustee may be appointed
with respect to the Securities of one or more or all of such series and that at
any time there shall be only one Trustee with respect to the Securities of any
particular series) and such successor Trustee or Trustees shall comply with the
applicable requirements of Section 6.11. 
If, within one year after such resignation, removal or incapability, or
the occurrence of such vacancy, a successor Trustee with respect to the
Securities of any series shall be appointed by Act of the Holders of a majority
in principal amount of the Outstanding Securities of such series delivered to
the 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 6.11, 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 and accepted
appointment in the manner required by Section 6.11, the retiring Trustee
may petition, or any Holder who has been a bona fide Holder of a Security of
such series for at least six months may petition, on behalf of himself and all
others similarly situated, any court of competent jurisdiction for the
appointment of a successor Trustee with respect to the Securities of such
series.


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 to all Holders of Securities of such
series in the manner provided in Section 1.7.  Each notice shall include the name of the
successor Trustee with respect to the Securities of such series and the address
of its Corporate Trust Office.



 46
 









Section 6.11           Acceptance
of Appointment by Successor.


In case of the
appointment hereunder of a successor Trustee with respect to all Securities,
every such successor Trustee so appointed shall execute, acknowledge and
deliver to the Company and to the retiring Trustee an instrument accepting such
appointment, and thereupon the resignation or removal of the retiring Trustee shall
become effective and such successor Trustee, without any further act, deed or
conveyance, shall become vested with all the rights, powers, trusts and duties
of the retiring Trustee; but, on the request of the Company or the successor
Trustee, such retiring Trustee shall, upon payment of its charges, execute and
deliver an instrument transferring to such successor Trustee all the rights,
powers and trusts of the retiring Trustee and shall duly assign, transfer and
deliver to such successor Trustee all property and money held by such retiring
Trustee hereunder.


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


Upon request of
any such successor Trustee, the Company shall execute any and all instruments
for more fully and certainly vesting in and confirming to such successor
Trustee all such rights, powers and trusts referred to in the first or second
preceding paragraph, as the case may be.


No successor
Trustee shall accept its appointment unless at the time of such acceptance such
successor Trustee shall be qualified and eligible under this Article 6.



 47
 









Section 6.12           Merger,
Conversion, Consolidation or Succession to Business.


Any corporation
into which the Trustee may be merged or converted or with which it may be
consolidated, or any corporation resulting from any merger, conversion or
consolidation to which the Trustee shall be a party, or any corporation
succeeding to or acquiring all or substantially all the corporate trust
business of the Trustee (including the administration of the trust created by
this Indenture), shall be the successor of the Trustee hereunder, provided such
corporation shall be otherwise qualified and eligible under this Article,
without the execution or filing of any paper or any further act on the part of
any of the parties hereto.  In case any
Securities shall have been authenticated, but not delivered, by the Trustee
then in office, any successor by merger, conversion or consolidation to, or by
succession to or acquisition of all or substantially all of the corporate trust
business of, such successor 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 6.13           Preferential
Collection of Claims Against Company.


If and when the
Trustee shall be or become a creditor of the Company (or any other obligor upon
the Securities) as provided in the Trust Indenture Act, the Trustee shall be
subject to the provisions of the Trust Indenture Act regarding the collection
of claims against the Company (or any such other obligor).


Section 6.14           Appointment
of Authenticating Agent.


The Trustee may
appoint an Authenticating Agent or Agents with respect to one or more series of
Securities which shall be authorized to act on behalf of the Trustee to
authenticate Securities of such series issued upon original issue and upon
exchange, registration of transfer or partial redemption thereof 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 shall be acceptable
to the Company and, except as other specified as contemplated by Section 3.1,
shall at all times be a bank or trust company or corporation organized and
doing business under the laws of the United States of America, any State
thereof or the District of Columbia, authorized under such laws to act as
Authenticating Agent, having (or if the Authenticating Agent is a member of a
bank holding company system, its bank holding company has) a combined capital
and surplus of not less than $50,000,000 and subject to supervision or
examination by Federal or State (or the District of Columbia) authority.  If such Authenticating Agent publishes
reports of condition at least annually, pursuant to law or to the requirements
of said supervising or examining authority, then for the purposes of this Section
6.14, the combined capital and surplus of such Authenticating Agent shall
be deemed to be its combined capital and surplus as set forth in its most
recent report of condition so published. 
If at any time an Authenticating Agent shall cease to be eligible in
accordance with the provisions of this Section 6.14, such Authenticating
Agent shall resign immediately in the manner and with the effect specified in
this Section 6.14.



 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 or acquiring the corporate agency or corporate trust
business of an Authenticating Agent, shall continue to be an Authenticating
Agent, provided such corporation shall be otherwise eligible under this Section
6.14, 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 for any series of Securities may resign at any time by giving written
notice thereof to the Trustee for such series and to the Company.  The Trustee for any series of Securities may
at any time terminate the agency of an Authenticating Agent by giving written
notice thereof to such Authenticating Agent and to 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 for such series may appoint a successor Authenticating Agent which
shall be acceptable to the Company and shall give notice of such appointment in
the manner provided in Section 1.7 to all Holders of Securities of the
series with respect to which such Authenticating Agent will serve.  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 6.14.


The Trustee agrees
to pay to each Authenticating Agent from time to time reasonable compensation
for its services under this Section 6.14, and the Trustee shall be
entitled to be reimbursed for such payments, subject to the provisions of Section
6.7.


If an appointment
with respect to one or more series is made pursuant to this Section 6.14,
the Securities of such series may have endorsed thereon, in lieu of the Trustee’s
certificate of authentication, an alternative certificate of authentication in
the following form:


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


 


	
  

  	
   

  	
   

  
	
   

  	
   

  	
  [TRUSTEE], as
  Trustee

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
  As
  Authenticating Agent

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
  Authorized
  Officer

  



 


Notwithstanding any
provision of this Section 6.14 to the contrary, if at any time any
Authenticating Agent appointed hereunder with respect to any series of
Securities shall not also be acting as the Security Registrar hereunder with
respect to any series of Securities, then, in addition to all other duties of
an Authenticating Agent hereunder, such Authenticating Agent 



 49
 









shall also be obligated: (i) to furnish to the
Security Registrar promptly all information necessary to enable the Security
Registrar to maintain at all times an accurate and current Security Register;
and (ii) prior to authenticating any Security denominated in a foreign
currency, to ascertain from the Company the units of such foreign currency that
are required to be determined by the Company pursuant to Section 3.2.


ARTICLE 7


HOLDERS’ LISTS AND
REPORTS BY TRUSTEE AND COMPANY


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


The Company will
furnish or cause to be furnished to the Trustee


(1)           not later than 15
days after the Regular Record Date for each respective series of Securities, or
if there is no Regular Record Date for such series of Securities, semi-annually
on January 1 and July 1, a list, in such form as the Trustee may reasonably
require, of the names and addresses of the Holders of Securities of each series
as of such date, as the case may be, 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 that no
such list need be furnished by the Company to the Trustee so long as the
Trustee is acting as Security Registrar.


Section 7.2             Preservation
of Information; Communications to Holders.


The Trustee shall
preserve, in as current a form as is reasonably practicable, the names and
addresses of Holders contained in the most recent list furnished to the Trustee
as provided in Section 7.1 and the names and addresses of Holders
received by the Trustee in its capacity as Security Registrar.  The Trustee may destroy any list furnished to
it as provided in Section 7.1 upon receipt of a new list so furnished.


The rights of
Holders to communicate with other Holders with respect to their rights under
this Indenture or under the Securities, and the corresponding rights and
privileges of the Trustee, shall be as provided by 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 nor the Trustee nor any agent of either of
them shall be held accountable by reason of any disclosure of information as to
names and addresses of Holders made pursuant to the Trust Indenture Act.



 50
 









Section 7.3             Reports
by Trustee.


The Trustee shall
transmit to Holders and any other required Persons such reports concerning the
Trustee and its actions under this Indenture as may be required pursuant to the
Trust Indenture Act at the times and in the manner provided pursuant thereto.


As promptly as
practicable after each January 1 beginning with the January 1 following the
date of this Indenture, and in any event prior to March 1 in each year, the
Trustee shall mail to each Holder a brief report dated as of December 31 of the
prior year if and to the extent required by Section 313(a) of the Trust
Indenture Act.  The Trustee shall also
comply with Section 313(b) of the Trust Indenture Act.


A copy of each
such report shall, at the time of such transmission to Holders, be filed by the
Trustee with each stock exchange upon which any Securities are listed, with the
Commission and with the Company.  The
Company will notify the Trustee when any Securities are listed on any stock
exchange.


Section 7.4             Reports
by Company.


The Company shall
file with the Trustee and the Commission, and transmit to Holders and any other
required Persons within 30 days after the filing with the Trustee, such
information, documents and other reports, and such summaries thereof, as may be
required pursuant to the Trust Indenture Act at the times and in the manner
provided pursuant to the Trust Indenture Act; provided that any such
information, documents or reports required to be filed with the Commission
pursuant to Section 13 or 15(d) of the Exchange Act shall be filed with
the Trustee within 30 days after the same is so required to be filed with the
Commission.


ARTICLE 8


CONSOLIDATION,
MERGER, CONVEYANCE, TRANSFER OR LEASE


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


The Company may
not merge or consolidate with or into any other Person, in a transaction in
which it is not the surviving Person, or sell, convey, transfer, lease or
otherwise dispose of all or substantially all of its assets to any Person,
unless (i) the surviving or transferee Person is organized and existing under
the laws of the United States or a State thereof or the District of Columbia
and such Person expressly assumes by supplemental indenture all the obligations
of the Company under the Securities and under this Indenture, (ii) immediately
thereafter, giving effect to such merger or consolidation, or such sale,
conveyance, transfer or other disposition, no default or Event of Default shall
have occurred and be continuing and (iii) the Company shall have delivered to
the Trustee an Officers’ Certificate and an Opinion of Counsel each stating
that such merger, consolidation, sale, conveyance, transfer, lease or other
disposition complies with this Article 8 and that all conditions
precedent herein provided for relating to such transaction have been complied
with.


Section 8.2             Successor
Substituted.


Upon any consolidation of the Company with, or merger
of the Company into, any other Person or any conveyance, transfer or lease of
all or substantially all of the properties and assets 



 51
 









of the Company in accordance with Section 8.1, the successor
Person formed by such consolidation or into which the Company is merged or to
which such sale, conveyance, transfer or lease 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 relieved of 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, the Company , when authorized by 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, or successive successions, and the
assumption by any such successor of the covenants and obligations of the
Company herein and in the Securities in compliance with Article 8; or


(2)           to add to the
covenants of the Company for the benefit of the Holders of any one or more
series of Securities (and if such covenants are to be for the benefit of less
than all series of Securities, stating that such covenants are expressly being
included solely for the benefit of such series), to convey, transfer, assign,
mortgage or pledge any property to or with the Trustee or otherwise secure any
series of the Securities, including provisions regarding the circumstances
under which collateral may be released or substituted, to surrender any right
or power herein conferred upon the Company or to comply with any requirement of
the Commission or otherwise in connection with the qualification of this
Indenture or any supplemental indenture under the Trust Indenture Act; or


(3)           to add any
additional Events of Default for the benefit of the Holders of any one or more
series of Securities (and if such additional Events of Default are to be for
the benefit of less than all series of Securities, stating that such additional
Events of Default are expressly being included solely for the benefit of such
series); or


(4)           to add to or change
any of the provisions of this Indenture to such extent as shall be necessary to
permit or facilitate the issuance of Securities in bearer form, registrable or
not registrable as to principal, and with or without interest coupons, or to
permit or facilitate the issuance of Securities in global form or
uncertificated form; or


(5)           to add to, change or
eliminate any of the provisions of this Indenture in respect of one or more
series of Securities, provided that any such addition, change or elimination
(A) shall neither (i) apply to any Outstanding Security of any series created
prior to the execution of such supplemental indenture and entitled to the
benefit of such provision, or (ii) modify the rights of any Holder of any
Outstanding Security with respect to such provision, or (B) shall become
effective when there is no Security then Outstanding; or



 52















(6)           to add or provide
for a guaranty or guarantees of the Securities or additional obligors on the
Securities; or


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


(8)           to evidence and
provide for the acceptance of appointment hereunder by a successor Trustee with
respect to the Securities of one or more series and to add to or change any of
the provisions of this Indenture as shall be necessary to provide for or
facilitate the administration of the trusts hereunder by more than one Trustee,
pursuant to the requirements of Section 6.11; or


(9)           to correct or
supplement any provision herein which may be defective or inconsistent with any
other provision herein, to cure any ambiguity or omission, to correct any
mistake, or to conform to any prospectus pursuant to which Securities of any
series were offered; or


(10)         to make any other
provisions with respect to matters or questions arising under this Indenture,
provided such action shall not adversely affect the rights of any Holder of
Securities of any series; or


(11)         to make any change
that does not adversely affect the rights of any Holder.


Section 9.2             Supplemental
Indentures with Consent of Holders.


With the consent of the Holders of a majority in
principal amount of the Outstanding Securities of each series affected by such
supplemental indenture (acting as one class), by Act of said Holders delivered
to the Company and the Trustee, the Company, when authorized by a Board
Resolution, and the Trustee may enter into an indenture or indentures
supplemental hereto for the purpose of adding any provisions to or changing in
any manner or eliminating any of the provisions of this Indenture or any
indenture supplemental hereto or of modifying in any manner the rights of the
Holders of Securities of such series under this Indenture; provided, however,
that no such supplemental indenture shall, without the consent of the Holder of
each Outstanding Security affected thereby,


(1)           change the Stated
Maturity of the principal of or any installment of principal of, or the date
fixed for payment of interest on or any sinking fund payment with respect to,
any Security, or reduce the principal amount thereof or the rate of interest
thereon, any Additional Amounts with respect thereto or any premium payable
upon the redemption thereof, or change any obligation of the Company to pay
Additional Amounts (except as contemplated by Section 8.1 and
permitted by clause (1) of Section 9.1), or reduce the
amount of the principal of an Original Issue Discount Security or any other
Security which would be due and payable upon a declaration of acceleration of
the Maturity thereof pursuant to Section 5.2, or change any Place of
Payment where, or the coin or currency or currencies (including composite
currencies) in which any Security or any premium or interest thereon or
Additional Amounts with respect thereto is payable, or impair the right to
institute suit for the enforcement of any such payment on or after the Stated
Maturity thereof (or, in the case of redemption, on or after 



 53
 









the Redemption
Date), or modify the provisions of this Indenture with respect to the
subordination of a Security in a manner adverse to the holder 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


(3)           modify any of the
provisions of this Section 9.2, Section 5.13 or Section 10.8,
except to increase any such percentage or to provide with respect to any
particular series the right to condition the effectiveness of any supplemental
indenture as to that series on the consent of the Holders of a specified
percentage of the aggregate principal amount of Outstanding Securities of such
series (which provision may be made pursuant to Section 3.1 without
the consent of any Holder) 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; provided, however, that this clause
shall not be deemed to require the consent of any Holder with respect to
changes in the references to “the Trustee” and concomitant changes in
this Section 9.2 and Section 10.8, or the deletion of this
proviso, in accordance with the requirements of Sections 6.11 and 9.1(8).


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


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


Section 9.3             Execution
of Supplemental Indentures.


In executing, or accepting the additional trusts
created by, any supplemental indenture permitted by this Article or the
modifications thereby of the trusts created by this Indenture, the Trustee
shall be entitled to receive, and (subject to Sections 6.1 and 6.3)
shall be fully protected in relying upon, an Opinion of Counsel stating that
the execution of such supplemental indenture is authorized or permitted by this
Indenture. The Trustee may, but shall not be obligated to, enter into any such
supplemental indenture which affects the Trustee’s own rights, duties, immunities
or liabilities under this Indenture or otherwise.


Section 9.4             Effect
of Supplemental Indentures.


Upon the execution of any supplemental indenture under
this Article 9, this Indenture shall be modified in accordance
therewith, and such supplemental indenture shall form a part of this Indenture
for all purposes; and every Holder of Securities theretofore or thereafter
authenticated and delivered hereunder shall be bound thereby; provided that if
such supplemental indenture makes any of the changes described in clauses
(1) through (3) of the first proviso to 



 54
 









Section 9.2,
such supplemental indenture shall bind each Holder of a Security who has
consented to it and every subsequent Holder of such Security or any part
thereof.


Section 9.5             Conformity
with Trust Indenture Act.


Every supplemental indenture executed pursuant to this
Article 9 shall conform to the requirements of the Trust Indenture Act.


Section 9.6             Reference
in Securities to Supplemental Indentures.


Securities of any series authenticated and delivered
after the execution of any supplemental indenture pursuant to this Article 9
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.


ARTICLE 10


COVENANTS


Section 10.1           Payment
of Principal, Premium and Interest.


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


Section 10.2           Maintenance
of Office or Agency.


The Company will maintain in each Place of Payment for
any series of Securities an office or agency where Securities of that series
may be presented or surrendered for payment, where Securities of that 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 that series
and this Indenture may be served.  The
Company will give prompt written notice to the Trustee of the location, and any
change in the location, of any 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 hereby appoints the Trustee as its agent to receive all such
presentations, surrenders, notices and demands. 
Unless otherwise provided in a supplemental indenture or pursuant to Section
3.1 hereof, the Place of Payment for any series of Securities shall be the
Corporate Trust Office of the Trustee.


The Company may also from time to time designate one
or more other offices or agencies where the Securities of 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 



 55
 









an office or agency in
each Place of Payment for Securities of any series for such purposes.  The Company will give prompt written notice
to the Trustee of any such designation or rescission and of any change in the
location of any such other office or agency.


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


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


Whenever the Company shall have one or more Paying
Agents for any series of Securities, it will, on or prior to each due date of
the principal of or any premium or interest on, or Additional Amounts with
respect to, any Securities of that series, deposit with a Paying Agent a sum
sufficient to pay such amount, such sum to be held as provided by the Trust
Indenture Act, 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 will 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 10.3, that such Paying Agent
will (1) comply with the provisions of the Trust Indenture Act applicable
to it as a Paying Agent and (2) during the continuance of any default by
the Company (or any other obligor upon the Securities of that series) in the
making of any payment in respect of the Securities of that series, upon the
written request of the Trustee, forthwith pay to the Trustee all sums held in
trust by such Paying Agent for payment in respect of the Securities of that
series.


The Company may at any time, for the purpose of
obtaining the satisfaction and discharge of this Indenture, or with respect to
one or more series of Securities, 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 trusts as those upon which such sums were held by the Company or such
Paying Agent; and, upon such payment by any Paying Agent to the Trustee, such
Paying Agent shall be released from all further liability with respect to such
money.


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 or any premium or interest on, or any Additional Amounts with respect to,
any Security of any series and remaining unclaimed for a period ending on the
earlier of the date that is ten Business Days prior to the date such money
would escheat to the State or two years after such principal, premium or
interest or Additional Amount has 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,




 56
 









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; provided,
however, that the Trustee or such Paying Agent, before being required to make
any such repayment, may at the expense of the Company cause to be published
once, in an Authorized Newspaper in The Borough of Manhattan, The City of New
York and in such other Authorized Newspapers as the Trustee shall deem
appropriate, notice that such money remains unclaimed and that, after a date
specified herein, which shall not be less than 30 days from the date of
such publication, any unclaimed balance of such money then remaining will,
unless otherwise required by mandatory provisions of applicable escheat, or
abandoned or unclaimed property law, be repaid to the Company.


Section 10.4           Statement
by Officers as to Default.


At any time at which there are Outstanding Securities
of any series issued under this Indenture, the Company will deliver to the
Trustee, within 120 days after the end of each fiscal year of the Company
ending after the date hereof, an Officers’ Certificate complying with Section 314(a)(4)
of the Trust Indenture Act and stating that a review of the activities of the
Company during such year and of performance under this Indenture has been made
under the supervision of the signers thereof and stating whether or not to the
best knowledge of the signers thereof, based upon such review, the Company is
in default in the performance and observance of any of the terms, provisions
and conditions of this Indenture (without regard to any period of grace or
requirement of notice provided hereunder) and, if the Company shall be in
default, specifying all such defaults and the nature and status thereof of
which they may have knowledge.  One of
the officers signing the Officers’ Certificate delivered pursuant to this Section 10.05
shall be the principal executive, financial or accounting officer of the
Company.


Section 10.5           Existence.


Subject to Article 8, the Company will do or
cause to be done all things necessary to preserve and keep in full force and
effect its existence.


Section 10.6           All
Securities to be Equally and Ratably Secured.


 Unless specified otherwise by the Company
pursuant to Section 3.1 with respect to any series, the Company will not
itself secure Securities of any one or more series with any Mortgage, without
effectively providing that the Securities of every other series shall be
secured equally and ratably by such Mortgage.


Section 10.7           Maintenance
of Properties.


The Company will cause all properties used or useful
in the conduct of its business to be maintained and kept in good condition,
repair and working order and supplied with all necessary equipment and will
cause to be made all necessary repairs, renewals, replacements, betterments and
improvements thereof, all as, and to the extent, in the judgment of the Company
may be necessary or appropriate in connection with its business; provided,
however, that nothing in this Section shall prevent the Company from
discontinuing the operation or maintenance of any of such properties if such
discontinuance is, in the judgment of the Company, desirable in the conduct of
its business and not disadvantageous in any material respect to the Holders.



 57
 









Section 10.8           Payment
of Taxes and Other Claims.


The Company will pay or discharge or cause to be paid
or discharged, before the same shall become delinquent, (1) all taxes,
assessments and governmental charges levied or imposed upon the Company or upon
the income, profits or property of the Company, and (2) all lawful claims for
labor, materials and supplies which, if unpaid, might by law become a lien upon
the property of the Company; provided, however, that the Company shall not be
required to pay or discharge or cause to be paid or discharged any such tax,
assessment, charge or claim (i) whose amount, applicability or validity is
being contested in good faith by appropriate proceedings or (ii) if the failure
to pay or discharge would not have a material adverse effect on the assets,
business, operations, properties or financial condition of the Company and its
Subsidiaries, taken as a whole.


Section 10.9           Waiver
of Certain Covenants.


Except as otherwise specified as contemplated by Section
3.1 for Securities of such series, the Company may, with respect to the
Securities of any series, omit in any particular instance to comply with any
term, provision or condition set forth in any covenant provided pursuant to Sections
3.1(22), 9.1(2), 8.1, 10.4, 10.5, 10.6, 10.7
or 10.8  for the benefit of the
Holders of such series if before or after the time for such compliance the
Holders of at least a majority in principal amount of the Outstanding
Securities of such series shall, by Act of such Holders, either waive such
compliance in such instance or generally waive 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 10.10         Additional
Amounts.


If the Securities of a series expressly provide for
the payment of Additional Amounts, the Company will pay to the Holder of any
Security of such series Additional Amounts as expressly provided therein.  Whenever in this Indenture there is
mentioned, in any context, the payment of the principal of, or premium (if any)
or interest on any Security of any series or the net proceeds received from 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 for in this Section 10.10
to the extent that, in such context, Additional Amounts are, were or would be
payable in respect thereof pursuant to the provisions of this Section 10.10
and express mention of the payment of Additional Amounts (if applicable) in any
provisions hereof shall not be construed as excluding Additional Amounts in
those provisions hereof where such express mention is not made.


If the Securities of a series provide for the payment
of Additional Amounts, at least 10 days prior to the first Interest
Payment Date with respect to that series of Securities (or if the Securities of
that series will not bear interest prior to Maturity, the first day on which a
payment of principal and any premium is made), and at least 10 days prior
to each date of payment of principal and any premium or interest if there has
been any change with respect to the matters set forth in the below-mentioned
Officers’ Certificate, the Company shall furnish the Trustee and the Company’s
principal Paying Agent or Paying Agents, if other than the Trustee, with an
Officers’ 



 58
 









Certificate instructing the
Trustee and such Paying Agent or Paying Agents whether such payment of
principal of and any premium or interest on the Securities of that series shall
be made to Holders of Securities of that series who are United States Aliens
without withholding for or on account of any tax, assessment or other
governmental charge described in the Securities of that 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 will pay to such Paying Agent the Additional Amounts required by this Section 10.10.  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, willful misconduct
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 10.10.


ARTICLE 11


REDEMPTION OF
SECURITIES


Section 11.1           Applicability
of Article.


Securities of any series that are redeemable in whole
or in part before their Stated Maturity shall be redeemable in accordance with
their terms and (except as otherwise specified as contemplated by Section
3.1 for such Securities) in accordance with this Article 11.


Section 11.2           Election
to Redeem; Notice to Trustee.


The election of the Company to redeem any Securities
shall be evidenced by a Board Resolution or in another manner specified as
contemplated by Section 3.1 for such Securities.  In case of any redemption at the election of
the Company of less than all the Securities of any series (including any such
redemption affecting only a single Security), the Company shall, at least 45
days prior to the Redemption Date fixed by the Company (unless a shorter notice
shall be satisfactory to the Trustee), notify the Trustee of such Redemption
Date, of the principal amount of Securities of such series to be redeemed and,
if applicable, of the tenor of the Securities to be redeemed.  In the case of any redemption of Securities
(i) prior to the expiration of any restriction on such redemption provided in
the terms of such Securities or elsewhere in this Indenture or (ii) pursuant
to an election of the Company which is subject to a condition specified in the
terms of such Securities, the Company shall furnish the Trustee with an
Officers’ Certificate evidencing compliance with such restriction or condition.


Section 11.3           Selection
by Trustee of Securities to Be Redeemed.


If less than all the Securities of any series are to
be redeemed (unless all the Securities of such series and of a specified tenor
are to be redeemed or unless such redemption affects only a single Security),
the particular Securities to be redeemed shall be selected not more than 45
days prior to the Redemption Date by the Trustee, from the Outstanding
Securities of such series not previously called for redemption, on a pro-rata
basis, or in the Trustee’s discretion, by lot, or by such other method as the
Trustee shall deem fair and appropriate, provided that the unredeemed 



 59
 









portion of the principal
amount of any Security shall be in an authorized denomination (which shall not
be less than the minimum authorized denomination) for such Security.


If any Security selected for partial redemption is
converted in part before termination of the conversion right with respect to
the portion of the Security so selected, the converted portion of such Security
shall be deemed (so far as may be) to be the portion selected for redemption.


The Trustee shall promptly notify the Company and the
Security Registrar in writing of the Securities selected for redemption as
aforesaid and, in case of any Securities selected for partial redemption as
aforesaid, the principal amount thereof to be redeemed.


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


Section 11.4           Notice
of Redemption.


Notice of redemption shall be given by first-class
mail, postage prepaid, mailed not fewer than 30 nor more than 90 days prior to
the Redemption Date, unless a shorter period is specified in the Securities to
be redeemed, to each Holder of Securities to be redeemed, at its address
appearing in the Security Register.


All notices of redemption shall state:


(1)           the Redemption Date,


(2)           the Redemption Price
(including accrued interest, if any, to be paid),


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


(4)           in case any Security
is to be redeemed in part only, 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 will become due and payable upon each such
Security to be redeemed and, if applicable, that interest thereon will cease to
accrue on and after said date,


(6)           the place or places
where each such Security is to be surrendered for payment of the Redemption
Price,



 60















(7)           if applicable, the
conversion price, the date on which the right to convert the principal of the
Securities or the portions thereof to be redeemed will terminate, and the place
or places where such Securities may be surrendered for conversion,


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


(9)           the CUSIP number or
numbers and/or common codes of the Security being 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
that the Company shall have prepared and provided to the Trustee the form of
such notice, or, if acceptable to the Trustee, provided sufficient information
to enable the Trustee to prepare such notice, in each case on a timely basis.


Section 11.5           Deposit
of Redemption Price.


On or prior to any Redemption Date, the Company shall
deposit 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 sufficient to pay the Redemption Price of, and
(except if the Redemption Date shall be an Interest Payment Date) accrued
interest on, all the Securities which are to be redeemed on that date.


If any Security called for redemption is converted,
any money deposited with the Trustee or with a Paying Agent or so segregated
and held in trust for the redemption of such Security shall (subject to any
right of any Holder of such Security to receive interest thereon) be paid to
the Company on Company Request, or if then held by the Company, shall be
discharged from such trust.


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, such Security shall be paid by the
Company at the Redemption Price, together with accrued interest (and any
Additional Amounts) to the Redemption Date; provided, however, that, unless
otherwise specified as contemplated by Section 3.1, installments of
interest whose Stated Maturity is on or prior to the Redemption Date will be
payable to the Holders of such Securities, or one or more Predecessor
Securities, registered as such at the close of business on the relevant Record
Dates according to their terms and the provisions of Section 3.7.


If any Security called for redemption shall not be so
paid upon surrender thereof for redemption, the principal and any premium
shall, until paid, bear interest from the Redemption Date at the rate
prescribed therefor in the Security or, in the case of Original Issue Discount
Securities, the Securities’ Yield to Maturity.



 61
 









Section 11.7           Securities
Redeemed in Part.


Any Security which is to be redeemed only in part
shall be surrendered at a Place of Payment therefor (with, if the Company or
the Trustee so requires, due endorsement by, or a written instrument of
transfer in form satisfactory to the Company and the Trustee duly executed by,
the Holder thereof or its attorney duly authorized in writing), and the Company
shall execute, and the Trustee shall authenticate and deliver to the Holder of
such Security without service charge, a new Security or Securities of the same
series and Stated Maturity and of like tenor, 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.


 Unless otherwise specified as contemplated by Section 3.1,
the Company and any Affiliate of the Company may at any time purchase or
otherwise acquire Securities in the open market or by private agreement.  Such acquisition shall not operate as or be
deemed for any purpose to be a redemption of the indebtedness represented by
such Securities.  Any Securities
purchased or acquired by the Company may be delivered to the Trustee and, upon
such delivery, the indebtedness represented thereby shall be deemed to be
satisfied. Section 3. 9 shall apply to all Securities so delivered.


ARTICLE 12


SINKING FUNDS


Section 12.1           Applicability
of Article.


The provisions of this Article 12 shall be
applicable to any sinking fund for the retirement of Securities of any series
except as otherwise specified as contemplated by Section 3.1 for such
Securities.


The minimum amount of any sinking fund payment
provided for by the terms of any Securities is herein referred to as a “mandatory
sinking fund payment,” and any payment in excess of such minimum amount
provided for by the terms of such Securities is herein referred to as an “optional
sinking fund payment.” Unless otherwise provided for by the terms of any
Securities, 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 as provided for by the terms of such
Securities.


Section 12.2           Satisfaction
of Sinking Fund Payments with Securities.


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



 62
 









specified in the
Securities so to be redeemed, for redemption through operation of the sinking
fund and the amount of such sinking fund payment shall be reduced accordingly.


Section 12.3           Redemption
of Securities for Sinking Fund.


Not fewer than 45 days prior (unless a shorter period
shall be satisfactory to the Trustee) to each sinking fund payment date for any
Securities, the Company will deliver to the Trustee an Officers’ Certificate
specifying the amount of the next ensuing sinking fund payment for such
Securities pursuant to the terms of such Securities, 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 Securities pursuant
to Section 12.2 and will also deliver to the Trustee any Securities to
be so delivered.  Not fewer than 30 days
prior to 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 Sections 11.6 and 11.7.


ARTICLE 13


DEFEASANCE AND
COVENANT DEFEASANCE


Section 13.1           Company’s
Option to Effect Defeasance or Covenant Defeasance.


The Company may elect, at its option at any time, to
have Section 13.2 or Section 13.3 applied to any Securities or
any series of Securities, as the case may be, designated pursuant to Section
3.1 as being defeasible pursuant to such Section 13.2 or 13.3,
in accordance with any applicable requirements provided pursuant to Section
3.1 and upon compliance with the conditions set forth below in this Article
13.  Any such election shall be
evidenced by a Board Resolution or in another manner specified as contemplated
by Section 3.1 for such Securities.


Section 13.2           Defeasance
and Discharge.


Upon the Company’s exercise of its option (if any) to
have this Section applied to any Securities or any series of Securities, as the
case may be, the Company shall be deemed to have been discharged from its
obligations with respect to such Securities as provided in this Section on and
after the date the conditions set forth in Section 13.4 are satisfied
(hereinafter called “Defeasance”). 
For this purpose, such Defeasance means that the Company shall be deemed
to have paid and discharged the entire indebtedness represented by such
Securities and to have satisfied all 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), subject to the following which shall survive until
otherwise terminated or discharged hereunder:


(1)           the rights of
Holders of such Securities to receive, solely from the trust fund described in Section
13.4 and as more fully set forth in such Section, payments in respect of
the principal of and any premium and interest on, or any Additional Amounts
with respect to, such Securities when payments are due,



 63
 









(2)           the Company’s obligations
with respect to such Securities under Sections 3.4, 3.5, 3.6, 10.2 and 10.3,


(3)           the rights, powers,
trusts, duties and immunities of the Trustee hereunder, and


(4)           this Article 13.


Subject to compliance with this Article 13, the
Company may exercise its option (if any) to have this Section applied to any
Securities notwithstanding the prior exercise of its option (if any) to have Section
13.3 applied to such Securities.


Section 13.3           Covenant
Defeasance.


Upon the Company’s exercise of its option (if any) to
have this Section 13.3 applied to any Securities or any series of
Securities, as the case may be,


(1)           the Company shall be
released from their obligations under Sections 8.1, 10.4,  10.5. 10.6, 10.7 or 10.8
and any covenants provided pursuant to Sections 3.1(22) or 9.1(2)
for the benefit of the Holders of such Securities and


(2)           the occurrence of
any event specified in Section 5.1(4) (with respect to any of Sections
8.1, 10.4,  10.5. 10.6,
10.7 or 10.8 and any such covenants provided pursuant to Sections
3.1(22) or 9.1(2)) and the occurrence of any other Event of Default
specified pursuant to Section 3.1 or Section 9.1(3) shall be
deemed not to be or result in an Event of Default,


in each case with respect to such Securities or any
series of Securities as provided in this Section 13.3 on and after the
date the conditions set forth in Section 13.4 are satisfied (hereinafter
called “Covenant Defeasance”). 
For this purpose, such Covenant Defeasance means that, with respect to
such 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
specified Section or such other covenant (to the extent so specified in the
case of Section 5.1(4) and the occurrence of any Event of Default
specified pursuant to Section 3.1 or Section 9.1(3)), whether
directly or indirectly by reason of any reference elsewhere herein to any such
Section or such other covenant or by reason of any reference in any such
Section or such other covenant to any other provision herein or in any other
document, but the remainder of this Indenture and such Securities shall be
unaffected thereby.


Section 13.4           Conditions
to Defeasance or Covenant Defeasance.


The following shall be the conditions to the
application of Section 13.2 or Section 13.3 to any Securities or
any series of Securities, as the case may be:


(1)           The Company shall
have deposited or caused to be deposited irrevocably with the Trustee (or
another trustee which satisfies the requirements contemplated by Section 6.9
and agrees to comply with the provisions of this Article 13 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
benefits of the Holders of such Securities,



 64
 









(A)          in the case of
Securities of a series denominated in currency of the United States of America,


(i)            cash in currency of
the United States of America in an amount, or


(ii)           U.S. Government
Obligations 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, an amount in cash, or


(iii)          a combination
thereof, or


(B)           in the case of
Securities of a series denominated in currency other than that of the United
States of America,


(i)            cash in the
currency in which such series of Securities is denominated in an amount, or


(ii)           Foreign Government
Obligations 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, an amount in cash, or


(iii)          a combination
thereof,


in each case sufficient, in the opinion of a
nationally recognized firm of independent public accountants expressed in a
written certification thereof delivered to the Trustee, to pay and discharge,
and which shall be applied by the Trustee (or any such other qualifying
trustee) to pay and discharge, the principal of and any premium and interest on
such Securities on the respective Stated Maturities, in accordance with the
terms of this Indenture and such Securities.


(2)           For Securities
denominated in United States dollars, in the event of an election to have Section
13.2 apply to any Securities or any series of Securities, as the case may
be, the Company shall have delivered to the Trustee an Opinion of Counsel
stating that


(A)          the Company has
received from, or there has been published by, the Internal Revenue Service a
ruling or


(B)           since the date of
this instrument, there has been a change in the applicable Federal income tax
law,


in either case clause (A) or (B) to the
effect that, and based thereon such opinion shall confirm that, the Holders of
such Securities will not recognize gain or loss for Federal income tax purposes
as a result of the deposit, Defeasance and discharge to be effected with
respect to such Securities and will be subject to Federal income tax on the
same amount, in the same manner and at the same times as would be the case if
such deposit, Defeasance and discharge were not to occur.



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(3)           For Securities
denominated in United States dollars, in the event of an election to have Section
13.3 apply to any Securities or any series of Securities, as the case may
be, the Company shall have delivered to the Trustee an Opinion of Counsel to
the effect that the Holders of such Securities will not recognize gain or loss
for Federal income tax purposes as a result of the deposit and Covenant
Defeasance to be effected with respect to such Securities and will be subject
to Federal income tax on the same amount, in the same manner and at the same
times as would be the case if such deposit and Covenant Defeasance were not to
occur.


(4)           The Company shall
have delivered to the Trustee an Officers’ Certificate to the effect that
neither such Securities nor any other Securities of the same series, if then
listed on any securities exchange, will be delisted as a result of such
deposit.


(5)           No event which is,
or after notice or lapse of time or both would become, an Event of Default with
respect to such Securities or any other Securities shall have occurred and be
continuing at the time of such deposit or, with regard to any such event
specified in Sections 5.1(5) and (6), at any time on or prior to
the 90th day after the date of such deposit (it being understood that this
condition shall not be deemed satisfied until after such 90th day).


(6)           Such Defeasance or
Covenant Defeasance shall not cause the Trustee to have a conflicting interest within
the meaning of the Trust Indenture Act (assuming all Securities are in default
within the meaning of such Act).


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


(8)           Such Defeasance or
Covenant Defeasance shall not result in the trust arising from such deposit
constituting an investment company within the meaning of the Investment Company
Act unless such trust shall be registered under such Act or exempt from
registration thereunder.


(9)           The Company shall
have delivered to the Trustee an Officers’ Certificate and an Opinion of
Counsel, each stating that all conditions precedent with respect to such
Defeasance or Covenant Defeasance have been complied with.


Section 13.5           Deposited
Money, U. S. Government Obligations and Foreign Government Obligations to be
Held in Trust; Miscellaneous Provisions.


Subject to the provisions of the last paragraph of Section
10.3, all money, U.S. Government Obligations and Foreign Government
Obligations (including the proceeds thereof) deposited with the Trustee or
other qualifying trustee (solely for purposes of this Section 13.5 and Section
13.6, the Trustee and any such other trustee are referred to collectively
as the “Trustee”) pursuant to Section 13.4 in respect of any
Securities 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 such 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 any premium and interest, but money so held in trust need not be segregated
from other funds except to the extent required by law.



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The Company shall pay and
indemnify the Trustee against any tax, fee or other charge imposed on or
assessed against the U.S. Government Obligations or Foreign Government
Obligations deposited pursuant to Section 13.4 or the principal and
interest received in respect thereof other than any such tax, fee or other
charge which by law is for the account of the Holders of Outstanding
Securities. Anything in this Article 13 to the contrary notwithstanding,
the Trustee shall deliver or pay to the Company from time to time upon Company
Request any money, U.S. Government Obligations or Foreign Government
Obligations held by it as provided in Section 13.4 with respect to any
Securities 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 the Defeasance or Covenant Defeasance, as the case
may be, with respect to such Securities.


Section 13.6           Reinstatement.


If the Trustee or the Paying Agent is unable to apply
any money in accordance with this Article 13 with respect to any
Securities by reason of any order or judgment of any court or governmental
authority enjoining, restraining or otherwise prohibiting such application,
then the obligations under this Indenture and such Securities from which the
Company has been discharged or released pursuant to Section 13.2 or 13.3
shall be revived and reinstated as though no deposit had occurred pursuant to
this Article 13 with respect to such Securities, until such time as the
Trustee or Paying Agent is permitted to apply all money held in trust pursuant
to Section 13.5 with respect to such Securities in accordance with this Article
13; provided, however, that if the Company makes any payment of principal
of or any premium or interest on any such Security following such reinstatement
of its obligations, the Company shall be subrogated to the rights (if any) of
the Holders of such Securities to receive such payment from the money so held
in trust.


ARTICLE 14


SUBORDINATION


Section 14.1           Securities
Subordinated to Senior Indebtedness.


The Company and each Holder of a Security, by his
acceptance thereof, agree that (a) the payment of the principal of,
premium (if any) and interest on and any Additional Amounts with respect to
each and all the Securities and (b) any other payment in respect of the
Securities, including on account of the acquisition or redemption of Securities
by the Company, is subordinated, to the extent and in the manner provided in
such Security or in the supplemental indenture pursuant to which such Security
is issued, to the prior payment in full of all Senior Indebtedness specified in
such Security or in such supplemental indenture.


     Such subordination
provisions shall constitute a continuing offer to all Persons who, in reliance
upon such provisions, become holders of, or continue to hold, any of such
Senior Indebtedness, and such provisions are made for the benefit of the
holders of such Senior Indebtedness and any one or more of them may enforce
such provisions.



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Section 14.2           Right of
Trustee to Hold Senior Indebtedness.


The Trustee in its individual capacity shall be
entitled to all of the rights set forth in this Article 14 in
respect of any Senior Indebtedness at any time held by it to the same extent as
any other holder of Senior Indebtedness, and nothing in this Indenture shall be
construed to deprive the Trustee of any of its rights as such holder.


Section 14.3           Subordination
Not to Prevent Events of Default.


The failure to make a payment on account of principal
of, premium (if any) or interest on the Securities by reason of any
subordination provision for the benefit of holders of Senior Indebtedness shall
not be construed as preventing the occurrence of a Default or an Event of
Default under Section 5.1 or in any way prevent the Holders of the
Securities from exercising any right hereunder other than the right to receive
payment on the Securities.


Section 14.4           No
Fiduciary Duty of Trustee to Holders of Senior Indebtedness.


The Trustee shall not be deemed to owe any fiduciary
duty to the holders of Senior Indebtedness, and shall not be liable to any such
holders (other than for its willful misconduct or negligence) if it shall in
good faith mistakenly pay over or distribute to the Holders of the Securities
or the Company or any other Person, cash, property or securities to which any
holders of Senior Indebtedness shall be entitled by virtue of this
Article 14 or otherwise. 
Nothing in this Section 14.4 shall affect the obligation of
any other such Person to hold such payment for the benefit of, and to pay such
payment over to, the holders of Senior Indebtedness or their representative.


Section 14.5           Article Applicable
to Paying Agent.


In case at any time any Payment Agent other than the
Trustee shall have been appointed by the Company and be then acting hereunder,
the term “Trustee” as used in this Article 14 shall in such
case (unless the context shall otherwise require) be construed as extending to
and including such Payment Agent within its meaning as fully for all intents
and purposes as if such Paying Agent were named in this Article 14 in
addition to or in place of the Trustee; provided, however, that this Section 14.5
shall not apply to the Company or any Affiliate of the Company if it or such
Affiliate acts as Paying Agent.


[signature page follows]



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


 


 


	
  

  	
  PHARMACOPEIA
  DRUG DISCOVERY, INC.

  
	
   

  
	
   

  	
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  [TRUSTEE]

  
	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  
				



 



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