Exhibit
4.5.1


INDENTURE


BETWEEN


PHARMACOPEIA
DRUG DISCOVERY, INC.


AND


                           ,


AS TRUSTEE


DATED AS OF
                 ,
200   


SENIOR 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.

  	
   

  	
  14

  
	
  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

  
	
  Section 3.9

  	
   

  	
  Cancellation.

  	
   

  	
  29

  
	
  Section 3.10

  	
   

  	
  Computation of Interest.

  	
   

  	
  30

  






 



 i
 









 


	
  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.

  	
   

  	
  31

  






 


	
  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.

  	
   

  	
  36

  
	
  Section 5.6

  	
   

  	
  Application of Money Collected.

  	
   

  	
  37

  
	
  Section 5.7

  	
   

  	
  Limitation on Suits.

  	
   

  	
  37

  
	
  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.

  	
   

  	
  38

  
	
  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.

  	
   

  	
  41

  
	
  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.

  	
   

  	
  44

  
	
  Section 6.10

  	
   

  	
  Resignation and Removal; Appointment of Successor.

  	
   

  	
  45

  
	
  Section 6.11

  	
   

  	
  Acceptance of Appointment by Successor.

  	
   

  	
  46

  
	
  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

  






 



 ii
 









 




	
  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.

  	
   

  	
  54

  
	
  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.

  	
   

  	
  55

  
	
  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.

  	
   

  	
  57

  
	
  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

  






 



 iii
 









 




	
  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.

  	
   

  	
  61

  






 




	
  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.

  	
   

  	
  62

  
	
  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

  






 



 iv
 









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.


 


 



 v















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
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.


“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.


“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.



 8
 









“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.


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


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



 9















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 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



 10
 









 


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 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 or
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



 11
 









 


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 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.



 12
 









 


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 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.



 13
 









 


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, any benefit or any legal or equitable right, remedy
or claim under this Indenture.


Section 1.13           Governing
Law.


THIS INDENTURE AND THE SECURITIES SHALL BE GOVERNED BY
AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK,



 14
 









 


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, 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



 15
 









 


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:


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


 



 16















 


	
  

  	
   

  	
  [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.


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 



 17
 









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 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, 



 18
 









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,


(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, 



 19
 









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
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;


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



 20
 









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


(12)         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;


(13)         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;


(14)         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);


(15)         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;


(16)         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 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);


(17)         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;



 21
 









(18)         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;


(19)         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;


(20)         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;


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


(22)         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;


(23)         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;


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


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


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


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


(28)         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;


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



 22
 









(30)         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;


(31)         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 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 



 23
 









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.


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 



 24
 









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.


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 



 25
 









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. 


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. 



 26















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.


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



 27
 









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
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



 28
 









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 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



 29
 









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 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


(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



 30
 









(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 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



 31
 









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
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 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



 32
 









(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 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



 33
 









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),


(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



 34
 









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 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.



 35















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



 36
 









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.


Any money collected by the Trustee pursuant to this Article
5 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.


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



 37
 









(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 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 



 38
 









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 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



 39
 









(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:


(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 



 40
 









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.


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 



 41
 









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 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) 



 42
 









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.


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 



 43
 









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 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 



 44
 









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.


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 



 45
 









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.


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




 46
 









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.


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 



 47
 









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.


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.



 48















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 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.



 49
 









 


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.


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



 50
 









 


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 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.



 51
 









 


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


(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



 52
 









 


(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 the Redemption Date), 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



 53
 









 


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 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.



 54
 









 


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 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.



 55
 









 


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,
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



 56
 









 


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.


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



 57
 









 


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(21), 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’ 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



 58
 









 


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 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.


 



 59















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,


(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.



 60
 









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.


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 



 61
 









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 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 



 62
 









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,


(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.



 63
 









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(21) 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(21) 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 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,


(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



 64
 









(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.


(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.



 65
 









(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. 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 



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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.


[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.

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	 

	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  [TRUSTEE]

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  
					



 



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