NPS PHARMACEUTICALS,
INC.,
AS ISSUER  








TO 







U. S. BANK NATIONAL
ASSOCIATION,
AS TRUSTEE  








FORM OF
SUBORDINATED
INDENTURE  








DATED AS OF
_____________, 200_  



     













TABLE OF CONTENTS  





		Page
	
PARTIES	1  
	
RECITALS OF THE COMPANY	1  





ARTICLE ONE
                                                   
DEFINITIONS AND OTHER PROVISIONS
                                                        
OF GENERAL APPLICATION 


	SECTION 101.	Definitions	1  
	SECTION 102.	Compliance Certificates and Opinions	7  
	SECTION 103.	Form of Documents Delivered to Trustee	8  
	SECTION 104.	Acts of Holders; Record Dates	8  
	SECTION 105.	Notices, Etc., to Trustee and Company	10
	SECTION 106.	Notice to Holders; Waiver	11
	SECTION 107.	Conflict with Trust Indenture Act	11
	SECTION 108.	Effect of Headings and Table of Contents	11
	SECTION 109.	Successors and Assigns	11
	SECTION 110.	Separability Clause	12
	SECTION 111.	Benefits of Indenture	12
	SECTION 112.	Governing Law	12
	SECTION 113.	Legal Holidays	12




ARTICLE TWO
                                                            
SECURITY FORMS 


	SECTION 201.	Forms Generally	12
	SECTION 202.	Form of Legend for Global Securities	13
	SECTION 203.	Form of Trustee's Certificate of Authentication	13




ARTICLE THREE
                                                            
THE SECURITIES 


	SECTION 301.	Amount Unlimited; Issuable in Series	13
	SECTION 302.	Denominations	16
	SECTION 303.	Execution, Authentication, Delivery and Dating	16
	SECTION 304.	Temporary Securities	18
	SECTION 305.	Registration, Registration of Transfer and Exchange	18
	SECTION 306.	Mutilated, Destroyed, Lost and Stolen Securities	20
	SECTION 307.	Payment of Interest; Interest Rights Preserved	21
	SECTION 308.	Persons Deemed Owners	22
	SECTION 309.	Cancellation	22
	SECTION 310.	Computation of Interest	22
















ARTICLE FOUR
                                                      
SATISFACTION AND DISCHARGE 


	SECTION 401.	Satisfaction and Discharge of Indenture	22
	SECTION 402.	Application of Trust Money	24




ARTICLE FIVE
                                                               
REMEDIES 


	SECTION 501.	Events of Default	24
	SECTION 502.	Acceleration of Maturity; Rescission and Annulment	25
	SECTION 503.	Collection of Indebtedness and Suits for Enforcement by Trustee	27
	SECTION 504.	Trustee May File Proofs of Claim	27
	SECTION 505.	Trustee May Enforce Claims Without Possession of Securities	28
	SECTION 506.	Application of Money Collected	28
	SECTION 507.	Limitation on Suits	28
	SECTION 508.	Unconditional Right of Holders to Receive Principal, Premium and Interest	29
	SECTION 509.	Restoration of Rights and Remedies	29
	SECTION 510.	Rights and Remedies Cumulative	29
	SECTION 511.	Delay or Omission Not Waiver	29
	SECTION 512.	Control by Holders	30
	SECTION 513.	Waiver of Past Defaults	30
	SECTION 514.	Undertaking for Costs	30
	SECTION 515.	Waiver of Usury, Stay or Extension Laws	31




ARTICLE SIX
                                                              
THE TRUSTEE 


	SECTION 601.	Certain Duties and Responsibilities	31
	SECTION 602.	Notice of Defaults	31
	SECTION 603.	Certain Rights of Trustee	31
	SECTION 604.	Not Responsible for Recitals or Issuance of Securities	32
	SECTION 605.	May Hold Securities	32
	SECTION 606.	Money Held in Trust	33
	SECTION 607.	Compensation and Reimbursement	33
	SECTION 608.	Conflicting Interests	33
	SECTION 609.	Corporate Trustee Required; Eligibility	33
	SECTION 610.	Resignation and Removal; Appointment of Successor	34
	SECTION 611.	Acceptance of Appointment by Successor	35
	SECTION 612.	Merger, Conversion, Consolidation or Succession to Business	36
	SECTION 613.	Preferential Collection of Claims Against Company	36
	SECTION 614.	Appointment of Authenticating Agent	36






ii 









ARTICLE SEVEN
                                           
HOLDERS' LISTS AND REPORTS BY TRUSTEE AND
COMPANY 


	SECTION 701.	Company to Furnish Trustee Names and Addresses of Holders	38
	SECTION 702.	Preservation of Information; Communications to Holders	38
	SECTION 703.	Reports by Trustee	39
	SECTION 704.	Reports by Company	39




ARTICLE EIGHT
                                         
CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR
LEASE 


	SECTION 801.	Company May Consolidate, Etc., Only on Certain Terms	39
	SECTION 802.	Successor Substituted	40




ARTICLE NINE
                                                        
SUPPLEMENTAL INDENTURES 


	SECTION 901.	Supplemental Indentures Without Consent of Holders	40
	SECTION 902.	Supplemental Indentures With Consent of Holders	41
	SECTION 903.	Execution of Supplemental Indentures	43
	SECTION 904.	Effect of Supplemental Indentures	43
	SECTION 905.	Conformity with Trust Indenture Act	43
	SECTION 906.	Reference in Securities to Supplemental Indentures	43




ARTICLE TEN
                                                               
COVENANTS 


	SECTION 1001.	Payment of Principal, Premium and Interest	43
	SECTION 1002.	Maintenance of Office or Agency	44
	SECTION 1003.	Money for Securities Payments to Be Held in Trust	44
	SECTION 1004.	Statement by Officers as to Default	45
	SECTION 1005.	Existence	45
	SECTION 1006.	Maintenance of Properties	46
	SECTION 1007.	Payment of Taxes and Other Claims	46
	SECTION 1008.	Maintenance of Insurance	46
	SECTION 1009.	Waiver of Certain Covenants	46




ARTICLE ELEVEN
                                                       
REDEMPTION OF SECURITIES 


	SECTION 1101.	Applicability of Article	47
	SECTION 1102.	Election to Redeem; Notice to Trustee	47
	SECTION 1103.	Selection by Trustee of Securities to Be Redeemed	47
	SECTION 1104.	Notice of Redemption	48
	SECTION 1105.	Deposit of Redemption Price	49
	SECTION 1106.	Securities Payable on Redemption Date	49
	SECTION 1107.	Securities Redeemed in Part	49





iii 












ARTICLE TWELVE
                                            
SUBORDINATION OF SECURITIES 


	SECTION 1201.	Applicability of Article	50
	SECTION 1202.	Securities Subordinate to Senior Debt	50
	SECTION 1203.	Payment Over of Proceeds Upon Dissolution, Etc	50
	SECTION 1204.	No Payment When Senior Debt of the Company in Default	51
	SECTION 1205.	Payment Permitted If No Default	52
	SECTION 1206.	Subrogation to Rights of Holders of Senior Debt of the Company	53
	SECTION 1207.	Provisions Solely to Define Relative Rights	53
	SECTION 1208.	Trustee to Effectuate Subordination	53
	SECTION 1209.	No Waiver of Subordination Provisions	53
	SECTION 1210.	Notice to Trustee	54
	SECTION 1211.	Reliance on Judicial Order or Certificate of Liquidating Agent	55
	SECTION 1212.	Trustee Not Fiduciary for Holders of Senior Debt of the Company	55
	SECTION 1213.	Rights of Trustee as Holder of Senior Debt of the Company; Preservation of Trustee’s Rights	55
	SECTION 1214.	Article Applicable to Paying Agents	55
	SECTION 1215.	Defeasance of this Article Twelve	56










ARTICLE THIRTEEN
                                                        
[INTENTIONALLY OMITTED] 




ARTICLE FOURTEEN
                                                        
[INTENTIONALLY OMITTED] 




ARTICLE FIFTEEN
                                                  
DEFEASANCE AND COVENANT DEFEASANCE 


	SECTION 1501.	Company's Option to Effect Defeasance or Covenant Defeasance	56
	SECTION 1502.	Defeasance and Discharge	56
	SECTION 1503.	Covenant Defeasance	57
	SECTION 1504.	Conditions to Defeasance or Covenant Defeasance	57
	SECTION 1505.	Deposited Money and U.S. Government Obligations to Be Held in Trust; Miscellaneous Provisions	59
	SECTION 1506.	Reinstatement	60




ARTICLE SIXTEEN
                                                             
SINKING FUNDS 


	SECTION 1601.	Applicability of Article	60
	SECTION 1602.	Satisfaction of Sinking Fund Payments with Securities	60
	SECTION 1603.	Redemption of Securities for Sinking Fund	61
	

SIGNATURES.		83








iv 












NPS PHARMACEUTICALS,
INC. 



CERTAINSECTIONS OF THIS
INDENTURE RELATING TO SECTIONS 310 THROUGH 
318, INCLUSIVE, OF THE TRUST INDENTURE ACT OF
1939:  






	TRUST INDENTURE

ACT SECTION	     INDENTURE 
        SECTION
	
Section 310(a)(1)	609
	              (a)(2)	609
	              (a)(3)	Not Applicable
	              (a)(4)	Not Applicable
	              (b)	608, 610
	Section 311(a)	613
	              (b)	613
	Section 312(a)	701, 702
	              (b)	702
	              (c)	702
	Section 313(a)	703
	              (b)	703
	              (c)	703
	              (d)	703
	Section 314(a)	704
	              (a)(4)	101, 1004
	              (b)	Not Applicable
	              (c)(1)	102
	              (c)(2)	102
	              (c)(3)	Not Applicable
	              (d)	Not Applicable
	              (e)	102
	Section 315(a)	601
	              (b)	602
	              (c)	601
	              (d)	601
	              (e)	514
	Section 316(a)	101
	              (a)(1)(A)	502, 512
	              (a)(1)(B)	513
	              (a)(2)	Not Applicable
	              (b)	508
	              (c)	104
	Section 317(a)(1)	503
	              (a)(2)	504
	              (b)	1003
	Section 318(a)	107








NOTE:  This reconciliation and tie
shall not, for any purpose, be deemed to be a part of the Indenture. 



v 











        INDENTURE,
dated as of __________, 200_, among NPS PHARMACEUTICALS, INC., a corporation duly
organized and existing under the laws of the State of Delaware (herein called the
“Company”), having its principal office at 383 Colorow Drive, Salt Lake City,
Utah 84108-1256 and U. S. BANK NATIONAL ASSOCIATION, a national banking association, as
Trustee (herein called the “Trustee”). 



RECITALS OF THE COMPANY 



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



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



        NOW,
THEREFORE, THIS INDENTURE WITNESSETH: 




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



ARTICLE ONE
 
DEFINITIONS AND OTHER PROVISIONS
OF GENERAL APPLICATION  



SECTION 101.     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 other terms used herein which are defined in the Trust Indenture Act,
either                directly or by reference therein, have the meanings assigned to
them therein;  







	 	        (3)
               all accounting terms not otherwise defined herein have the meanings
assigned to                them in accordance with generally accepted accounting
principles, 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 as are generally                accepted at the date of this instrument;  







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
















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







        “Act”,
when used with respect to any Holder, has the meaning specified in Section 104. 



        “Affiliate”
of any specified Person means any other Person directly or indirectly controlling or
controlled by or under direct or indirect common control with such specified Person. For
the purposes of this definition, “control” when used with respect to any
specified Person means the power to direct the management and policies of such Person,
directly or indirectly, whether through the ownership of voting securities, by contract or
otherwise; and the terms “controlling” and “controlled” have meanings
correlative to the foregoing; provided that direct or indirect beneficial ownership of 10%
or more of the Voting Stock of a Person shall be deemed to constitute control. 



        “Authenticating
Agent” means any Person authorized by the Trustee pursuant to Section 614 to act on
behalf of the Trustee to authenticate Securities of one or more series. 



        “Board
of Directors” means with respect to the Company either the board of directors of the
Company or any committee of that board duly authorized to act for it in respect hereof. 



        “Board
Resolution” means with respect to the Company a copy of a resolution certified by the
Corporate Secretary or an Assistant Corporate Secretary of the Company, as the case may
be, to have been duly adopted by its Board of Directors 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 are authorized or obligated by law or executive order to close. 



        “Capital
Stock” of any Person means any and all shares, interests, participations or other
equivalents (however designated) of corporate stock or other equity participations,
including partnership interests, whether general or limited, of such Person. 



        “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
Stock” means the common stock, $.001 par value, of the Company as the same exists at
the date of execution and delivery of this Indenture or other Capital Stock of the Company
into which such common stock is converted, reclassified or changed from time to time. 



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




2 









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



        “Conversion
Agent” means any Person authorized by the Company to convert any Securities on behalf
of the Company. 



        “Corporate
Trust Office” means the principal office of the Trustee at which at any particular
time its corporate trust business shall be administered, such office being located on the
date hereof at 60 Livingston Avenue, St. Paul, Minnesota 55107-1419. 



        “corporation”
means a corporation, association, limited liability company, joint-stock company or
business trust. 



        “Covenant
Defeasance” has the meaning specified in Section 1503. 



        “Defaulted
Interest” has the meaning specified in Section 307. 



        “Defeasance”
has the meaning specified in Section 1502. 



        “Depositary” means,
with respect to Securities of any series issuable in whole or in part in the form of one
or more Global Securities, a clearing agency registered under the Exchange Act that is
designated to act as Depositary for such Securities as contemplated by Section 301. 



        “Designated
Senior Debt” with respect to any series of Securities shall have the meaning specified as
contemplated by Section 301. 







        “Event
of Default” has the meaning specified in Section 501. 



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



        “Expiration
Date” has the meaning specified in Section 104. 



        “Global
Security” means a Security that evidences all or part of the Securities of any series
and bears the legend set forth in Section 202 (or such legend as may be specified as
contemplated by Section 301 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 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 301. 




3 









        “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. 



        “Junior
Subordinated Payment” has the meaning specified in Section 1203. 




        “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, call for
redemption or otherwise. 



        “Notice
of Default” means a written notice of the kind specified in Section 501(5). 



        “Officers’
Certificate” means a certificate signed by the Chairman of the Board of Directors,
the Chief Executive Officer, the President, the Chief Financial Officer or a Vice
President, and by the Treasurer, an Assistant Treasurer, the Corporate Secretary or an
Assistant Corporate Secretary of the Company and delivered to the Trustee. One of the
officers signing an Officers’ Certificate given pursuant to Section 1004 shall be the
principal executive, financial or accounting officer of the Company. 



        “Opinion
of Counsel” means as to the Company a written opinion of counsel, who may be an
employee of the Company or counsel for the Company as the case may be, and who shall be
reasonably acceptable to the Trustee. 



        “Original
Issue Discount Security” means any Security which provides for an amount less than
the principal amount thereof to be due and payable upon a declaration of acceleration of
the Maturity thereof pursuant to Section 502. 



        “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 cancelled 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;  








4 









	 	        (3)
               Securities as to which Defeasance has been effected pursuant to Section
1502;                and  









	 	        (4)
               Securities which have been paid pursuant to Section 306 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 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 502, (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 301,
(C) the principal amount of a Security denominated in one or more foreign 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
301, 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 Affiliate
of the Company or of such other obligor, shall be disregarded and deemed not to be
Outstanding, except that, in determining whether the Trustee shall be protected in relying
upon any such request, demand, authorization, direction, notice, consent, waiver or other
action, only Securities which the Trustee knows to be so owned shall be so disregarded.
Securities so owned which have been pledged in good faith may be regarded as Outstanding
if the pledgee establishes to the satisfaction of the Trustee the pledgee’s right so
to act with respect to such Securities and that the pledgee is not the Company or any
other obligor upon the Securities, or any Affiliate of the Company or of such other
obligor. 



        “Paying
Agent” means any Person authorized by the Company to pay the principal of or any
premium or interest on any Securities on behalf of the Company. 






        “Payment
Blockage Period” has the meaning specified in Section 1204. 




        “Payment
Default” has the meaning specified in Section 1204. 





        “Person”
means any individual, corporation, partnership, joint venture, trust, unincorporated
organization or government or any agency or political subdivision thereof. 



        “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 the Securities of that
series are payable as specified as contemplated by Section 301. 



        “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 306 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. 




5 









        “Proceeding” has
the meaning specified in Section 1203. 







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



        “Regular
Record Date” for the interest payable on any Interest Payment Date on the Securities
of any series means the date specified for that purpose as contemplated by Section 301. 



        “Securities”
has the meaning stated in the first recital of this Indenture and more particularly means
any Securities 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. 



        “Securities
Payment” has the meaning specified in Section 1203.  







        “Security
Register” and “Security Registrar” have the respective meanings specified
in Section 305. 




        “Senior
Debt” with respect to any series of Securities shall have the meaning specified as
contemplated by Section 301. 




        “Senior
Nonmonetary Default” has the meaning specified in Section 1204. 







        “Significant
Subsidiary” means, at any date of determination, any Subsidiary that represents 20%
or more of the Company’s consolidated total assets at the end of the most recent
fiscal quarter for which financial information is available or 20% or more of the
Company’s consolidated net revenues or consolidated operating income for the most
recent four quarters for which financial information is available; provided, however, that
in no event will Cinacalcet Royalty Sub LLC be deemed a Significant Subsidiary. 



        “Special
Record Date” for the payment of any Defaulted Interest means a date fixed by the
Trustee pursuant to Section 307. 



        “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”
of any Person means (1) a corporation more than 50% of the combined voting power of the
outstanding Voting Stock of which is owned, directly or indirectly, by such Person or by
one or more other Subsidiaries of such Person or by such Person and one or more
Subsidiaries thereof or (2) any other Person (other than a corporation) in which such
Person, or one or more other Subsidiaries of such Person or such Person and one or more
other Subsidiaries thereof, directly or indirectly, has at least a majority ownership and
power to direct the policies, management and affairs thereof. 




6 









        “Successor
Company” has the meaning specified in Section 801. 



        “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. 



        “U.S.         Government
Obligation” has the meaning specified in Section 1504.  




        “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”. 



        “Voting
Stock” of any Person means Capital Stock of such Person which ordinarily has voting
power for the election of directors (or persons performing similar functions) of such
Person, whether at all times or only so long as no senior class of securities has such
voting power by reason of any contingency. 



        “Wholly
Owned Subsidiary” of any Person means a Subsidiary of such Person all of the
outstanding Capital Stock or other ownership interests of which (other than
directors’ qualifying shares) shall at the time be owned by such Person or by one or
more Wholly Owned Subsidiaries of such Person or by such Person and one or more Wholly
Owned Subsidiaries of such Person. 



SECTION 102.     Compliance
Certificates and Opinions. 



        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 shall include: 





7 











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







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










SECTION 103.     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
certificate or opinion is based are erroneous. Any such certificate or opinion of counsel
may be based, insofar as it relates to factual matters, upon a certificate or opinion of,
or representations by, an officer or officers of the Company stating that the information
with respect to such factual matters is in the possession of the Company, unless such
counsel knows, or in the exercise of reasonable care should know, that the certificate or
opinion or representations with respect to such matters are erroneous. 



        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 104.     Acts
of Holders; Record Dates. 



        Whenever
in this Indenture it is provided that the Holders of a specified percentage in aggregate
principal amount of the Securities of any or all series may take action (including the
making of any demand or request, the giving of any direction, notice, consent or waiver or
the taking of any other action) the fact that at the time of taking any such action the
Holders of such specified percentage have joined therein may be evidenced (a) by any
instrument or any number of instruments of similar tenor executed by Holders in person or
by agent or proxy appointed in writing, (b) by the record of the Holders voting in favor
thereof at any meeting of Holders duly called and held in accordance with procedures
approved by the Trustee, (c) by a combination of such instrument or instruments and any
such record of such a meeting of Holders or (d) in the case of Securities evidenced by a
Global Security, by any electronic transmission or other message, whether or not in
written format, that complies with the Depositary’s applicable procedures. Such
evidence (and the action embodied therein and evidenced thereby) are herein sometimes
referred to as the “Act” of the relevant Holders. Proof of execution of any such
instrument or of a writing appointing any such agent or proxy shall be sufficient for any
purpose of this Indenture and (subject to Section 601) conclusive in favor of the Trustee
and the Company, if made in the manner provided in this Section. 




8 









        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 the execution
thereof. Where such execution is by a signer acting in a capacity other than his
individual capacity, such certificate or affidavit shall also constitute sufficient proof
of his 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 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. 



        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, 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 cancelled 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 106. 



9 










        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 502, (iii)
any request to institute proceedings referred to in Section 507(2) or (iv) any direction
referred to in Section 512, 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 cancelled 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 106. 





        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 106, 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, 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 105.     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 in the
English                language to or with the Trustee at its Corporate Trust Office,
Attention:                Corporate Trust Department; or  







10 










	 	        (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 in                the English language and mailed, first-class postage prepaid,
addressed to the                Company at the address of its principal office specified
in the first paragraph                of this instrument, Attention: Chief Executive
Officer, or at any other address                previously furnished in writing to the
Trustee by the Company.  







SECTION 106.     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, to each Holder affected by such event, at his 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. In any case
where notice to Holders is given by mail, neither the failure to mail such notice, nor any
defect in any notice so mailed, to any particular Holder shall affect the sufficiency of
such notice with respect to other Holders. Where this Indenture provides for notice in any
manner, such notice may be waived in writing by the Person entitled to receive such
notice, either before or after the event, and such waiver shall be the equivalent of such
notice. Waivers of notice by Holders shall be filed with the Trustee, but such filing
shall not be a condition precedent to the validity of any action taken in reliance upon
such waiver. 





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



SECTION 107.     Conflict
with Trust Indenture Act.  



        If
any provision hereof limits, qualifies or conflicts with a provision of the Trust
Indenture Act which is required under such Act to be a part of and govern this Indenture,
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 108.     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 109.     Successors
and Assigns. 



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




11 









SECTION 110.     Separability
Clause. 



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



SECTION 111.     Benefits
of Indenture.  



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





SECTION 112.     Governing
Law. 



        This
Indenture and the Securities shall be governed by and construed in accordance with the law
of the State of New York. 



SECTION 113.     Legal
Holidays. 



        In
any case where any Interest Payment Date, Redemption Date, purchase date or Stated
Maturity of any Security shall not be a Business Day at any Place of Payment, then
(notwithstanding any other provision of this Indenture or of 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) need not be
made at such Place of Payment on such date, but may be made on the next succeeding
Business Day at such Place of Payment with the same force and effect as if made on the
Interest Payment Date, Redemption Date or purchase date, or at the Stated Maturity. 



ARTICLE TWO  
SECURITY
FORMS  



SECTION 201.     Forms
Generally. 



        The
Securities of each series shall be in such form (not inconsistent with this Indenture) as
shall be established by or pursuant to a Board Resolution 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 the 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. A copy of an
appropriate record of such action shall be certified by the Corporate Secretary or an
Assistant Corporate Secretary of the Company and delivered to the Trustee at or prior to
the delivery of the Company Order contemplated by Section 303 for the authentication and
delivery of such Securities. 




12 









        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 202.     Form
of Legend for Global Securities. 



        Unless
otherwise specified as contemplated by Section 301 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.  






SECTION 203.     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 therein referred to in the
within-mentioned Indenture. 



		U. S. BANK NATIONAL ASSOCIATION, 
As Trustee
	

 	By:  ____________________________________
		        Authorized Officer







ARTICLE THREE  
THE
SECURITIES  



SECTION 301.     Amount
Unlimited; Issuable in Series.  



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



        The
Securities may be issued in one or more series. There shall be established in or pursuant
to a Board Resolution and, subject to Section 303, 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, 




13 









	 	        (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 change to the subordination provisions that apply to the Securities of the
series from those          contained in Article Twelve with respect to the Securities,
and the definitions of Senior Debt and          Designated Senior Debt which shall apply
to the Securities of the series; 










	 	        (3)
               any limit upon the aggregate principal amount of the Securities of the
series                which may be authenticated and delivered under this Indenture
(except for                Securities authenticated and delivered upon registration of
transfer of, or in                exchange for, or in lieu of, other Securities of the
series pursuant to Section                304, 305, 306, 906 or 1107 and except for any
Securities which, pursuant to                Section 303, are deemed never to have been
authenticated and delivered                hereunder);  









	 	        (4)
               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;  







	 	        (5)
               the date or dates on which the principal of any Securities of the series
is                payable;  







	 	        (6)
               the rate or rates at which any Securities of the series shall bear
interest, if                any, the date or dates from which any such interest shall
accrue, the Interest                Payment Dates on which any such interest shall be
payable and the Regular Record                Date for any such interest payable on any
Interest Payment Date;  







	 	        (7)
               the place or places where the principal of and any premium and interest on
any                Securities of the series shall be payable;  







	 	        (8)
               the period or periods within which, the price or prices at which 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 and, 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 or purchase any
Securities of                the series pursuant to any sinking fund or analogous
provisions 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 or
purchased, in whole or in part, pursuant to such                obligation;  







	 	        (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;  








14 









	 	        (11)
               if the amount of principal of or any premium or interest on any Securities
of                the series may be determined with reference to an index or pursuant to
a                formula, the manner in which such amounts shall be determined;  







	 	        (12)
               if other than the currency of the United States of America, the currency,
               currencies or currency units in which the principal of or any premium or
               interest on 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 101;  







	 	        (13)
               if the principal of or any premium or interest on 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);  









	 	        (14)
               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 502;  







	 	        (15)
               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);  







	 	        (16)
               if applicable, that the Securities of the series, in whole or any
specified                part, shall be defeasible pursuant to Section 1502 or Section
1503 or both such                Sections and, if other than by a Board Resolution, the
manner in which any                election by the Company to defease such Securities
shall be evidenced;  







	 	        (17)
               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 202 and any
circumstances in addition to or in                lieu of those set forth in clause (2)
of the last paragraph of Section 305 in                which any such Global Security may
be exchanged in whole or in part for                Securities registered, and any
transfer of such Global Security in whole or in                part may be registered, in
the name or names of Persons other than the                Depositary for such Global
Security or a nominee thereof;  








15 









	 	        (18)
               any addition to or change in the Events of Default which applies 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 502;  







	 	        (19)
               any addition to or change in the covenants set forth in Article Ten which
               applies to Securities of the series;  







	 	        (20)
               whether the Securities of the series will be convertible into Common Stock
or                other securities of the Company (or cash in lieu thereof) and, if so,
the terms                and conditions upon which such conversion will be effected; and  







	 	        (21)
               any other terms of the series (which terms shall not be inconsistent with
the                provisions of this Indenture, except as permitted by Section 901(5)).  







        All
Securities of any one series shall be substantially identical except as to denomination
and except as may otherwise be provided in or pursuant to the Board Resolution referred to
above and (subject to Section 303) set forth, or determined in the manner provided, in the
Officers’ Certificate referred to above or in any such indenture supplemental hereto. 






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




        The
Securities shall be subordinated in right of payment to Senior Debt of the Company as
provided in Article Twelve. 







SECTION 302.     Denominations. 



        The
Securities of each series shall be issuable only in registered form without coupons and
only in such denominations as shall be specified as contemplated by Section 301. 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. 



SECTION 303.     Execution,
Authentication, Delivery and Dating. 



        The
Securities shall be executed on behalf of the Company by its Chairman of the Board of
Directors, its Chief Executive Officer, its President, its Chief Financial Officer or one
of its Vice Presidents. The Securities shall be attested by the Company’s Corporate
Secretary, one of its Assistant Corporate Secretaries, its Treasurer or one of its
Assistant Treasurers. 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. 




16 









        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. 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 601) shall be fully protected in relying
upon, an Opinion of Counsel stating, 



	 	        (1)
               that the form of such Securities has been established in conformity with
the                provisions of this Indenture;  







	 	        (2)
               that to the extent the terms of such Securities have been established by
or                pursuant to a Board Resolution as permitted by Section 301, that such
terms have                been established in conformity with the provisions of this
Indenture; and  







	 	        (3)
               that such Securities, when authenticated and delivered by the Trustee and
issued                by the Company in the manner and subject to any conditions
specified in such                Opinion of Counsel, will constitute valid and legally
binding obligations of the                Company, enforceable in accordance with their
terms, subject to bankruptcy,                insolvency, fraudulent transfer,
reorganization, moratorium and similar laws of                general applicability
relating to or affecting creditors’ rights and to                general equity
principles.  









If such form or terms have been so
established, the Trustee shall not be required to authenticate such Securities if the
issue of such Securities pursuant to this Indenture will affect the Trustee’s own
rights, duties or immunities under the Securities and this Indenture or otherwise in a
manner which is not reasonably acceptable to the Trustee. 



        Notwithstanding
the provisions of Section 301 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 301 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. 



        Each
Security shall be dated the date of its authentication. 



        No
Security shall be entitled to any benefit under this Indenture or be valid or obligatory
for any purpose unless there appears on such Security a certificate of authentication
substantially in the form provided for herein executed by the Trustee 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 309, 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. 




17 









SECTION 304.     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. 



        If
temporary Securities of any series are issued, the Company will cause definitive
Securities of that series to be prepared without unreasonable delay. After the preparation
of definitive Securities of such series, the temporary Securities of such series shall be
exchangeable for definitive Securities of such series upon surrender of the temporary
Securities of such series at the office or agency of the Company in a Place of Payment for
that series, without charge to the Holder. Upon surrender for cancellation of any one or
more temporary Securities of any series, the Company shall execute and the Trustee shall
authenticate and deliver in exchange therefor one or more definitive Securities of the
same series, of any authorized denominations and of like tenor and aggregate principal
amount. Until so exchanged, the temporary Securities of any series shall in all respects
be entitled to the same benefits under this Indenture as definitive Securities of such
series and tenor. 






SECTION 305.     Registration,
Registration of Transfer and Exchange. 



        The
Company shall cause to be kept at the Corporate Trust Office of the Trustee a register
(the register maintained in such office and in any other office or agency of the Company
in a Place of Payment being herein sometimes collectively 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 and of transfers
of Securities. The Trustee is hereby appointed “Security Registrar” for the
purpose of registering Securities and transfers of Securities as herein provided. 



        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 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. 



        At
the option of the Holder, Securities of any series 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. Whenever any Securities are so surrendered for exchange, the Company shall execute
and the Trustee shall authenticate and deliver the Securities which the Holder making the
exchange is entitled to receive. 




18 









        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 or the Trustee) be duly endorsed, or be accompanied by a
written instrument of transfer in form satisfactory to the Company and the Security
Registrar duly executed, by the Holder thereof or his attorney duly authorized in writing. 



        No
service charge shall be made for any registration of transfer or exchange 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 304, 906, 1107 or
otherwise not involving any transfer. 



        If
the Securities of any series (or of any series and specified tenor) are to be redeemed 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
1103 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. 







        The
provisions of clauses (1), (2), (3) and (4) below shall apply only to Global Securities: 



	 	        (1)
               Each Global Security authenticated under this Indenture shall be
registered in                the name of the Depositary designated for such Global
Security or a nominee                thereof and delivered to such Depositary or a
nominee thereof or custodian                therefor, and each such Global Security shall
constitute a single Security for                all purposes of this Indenture.  







	 	        (2)
               Notwithstanding any other provision in this Indenture, no Global Security
may be                exchanged in whole or in part for Securities registered, and no
transfer of a                Global Security in whole or in part may be registered, in
the name of any Person                other than the Depositary for such Global Security
or a nominee thereof unless                (A) such Depositary (i) has notified the
Company that it is unwilling or unable                to continue as Depositary for such
Global Security or (ii) has ceased to be a                clearing agency registered
under the Exchange Act, and in either case the                Company fails to appoint a
successor Depositary within 90 days, (B) there shall                have occurred and be
continuing an Event of Default with respect to such Global                Security and
the Depositary shall have notified the Trustee of its decision to                exchange
such Global Security for Securities in certificated form or (C) there
               shall exist such circumstances, if any, in addition to or in lieu of the
               foregoing as have been specified for this purpose as contemplated by
Section                301.  







	 	        (3)
               Subject to clause (2) above, any exchange of a Global Security for other
               Securities may be made in whole or in part, and all Securities issued in
               exchange for a Global Security or any portion thereof shall be registered
in                such names as the Depositary for such Global Security shall direct.  








19 









	 	        (4)
               Every Security authenticated and delivered upon registration of transfer
of, or                in exchange for or in lieu of, a Global Security or any portion
thereof, whether                pursuant to this Section, Section 304, 306, 906 or 1107
or otherwise, shall be                authenticated and delivered in the form of, and
shall be, a Global Security,                unless such Security is registered in the
name of a Person other than the                Depositary for such Global Security or a
nominee thereof.  







SECTION 306.     Mutilated,
Destroyed, Lost and Stolen Securities. 



        If
any mutilated Security is surrendered to the Trustee, the Company shall execute 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 from
any loss that any of them may suffer if a Security is replaced, 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 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. 






        In
case any such mutilated, destroyed, lost or stolen Security has become or is about to
become due and payable or is to be converted, the Company in its discretion may, instead
of issuing a new Security, pay or authorize the conversion of such Security (without
surrender thereof save in the case of a mutilated Security). 



        Upon
the issuance of any new Security under this Section, 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 in lieu of any destroyed, lost
or stolen Security shall constitute an original additional contractual obligation of the
Company whether or not the destroyed, lost or stolen Security shall be at any time
enforceable by anyone, and shall be entitled to all the benefits of this Indenture equally
and proportionately with any and all other Securities of that series duly issued
hereunder. 



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




20 









SECTION 307.     Payment
of Interest; Interest Rights Preserved. 



        Except
as otherwise provided as contemplated by Section 301 with respect to any series of
Securities, interest on any Security which is payable, and is promptly 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. 



        Any
interest on any Security of any series which is payable, but is not promptly 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 106, not                less than 10 days prior to 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.  








21 









        Subject
to the foregoing provisions of this Section, 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 308.     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 307) any interest on such Security
and for all other purposes whatsoever, whether or not such Security be overdue, and
neither the Company, the Trustee nor any agent of the Company or the Trustee shall be
affected by notice to the contrary. 



SECTION 309.     Cancellation. 



        All
Securities surrendered for payment, redemption, purchase, registration of transfer or
exchange or for credit against any sinking fund payment shall, if surrendered to any
Person other than the Trustee, be delivered to the Trustee and shall be promptly cancelled
by it. The Company may at any time deliver to the Trustee for cancellation any Securities
previously authenticated and delivered hereunder which the Company may have acquired in
any manner whatsoever, and may deliver to the Trustee (or to any other Person for delivery
to the Trustee) for cancellation any Securities previously authenticated hereunder which
the Company has not issued and sold, and all Securities so delivered shall be promptly
cancelled by the Trustee. No Securities shall be authenticated in lieu of or in exchange
for any Securities cancelled as provided in this Section, except as expressly permitted by
this Indenture. All cancelled Securities held by the Trustee shall be disposed of as
directed by a Company Order. 





SECTION 310.     Computation
of Interest. 



        Except
as otherwise specified as contemplated by Section 301 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 FOUR
 
SATISFACTION AND DISCHARGE  



SECTION 401.     Satisfaction
and Discharge of Indenture. 



        This
Indenture shall upon Company Request cease to be of further effect with respect to the
Securities of any series, and the Trustee, at the expense of the Company, shall execute
proper instruments acknowledging satisfaction and discharge of this Indenture, when 




22 









	 	        (1)
               either  







	 	(A) 	all
Securities of such series theretofore authenticated and delivered (other
               than (i) Securities of such series which have been destroyed, lost or
stolen and                which have been replaced or paid as provided in Section 306 and
(ii) Securities                of such series for whose payment money has theretofore
been deposited in trust                or segregated and held in trust by the Company and
thereafter repaid to the                Company or discharged from such trust, as
provided in Section 1003) have been                delivered to the Trustee for
cancellation; or  






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






	 	(i) 	have
become due and payable,  






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






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






	 	
and
the Company, in the case of (i), (ii) or (iii) above, has irrevocably deposited or caused
to be deposited with the Trustee as trust funds in trust for the purpose money in an
amount sufficient, without consideration of any reinvestment of interest, 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 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 Securities of such series; and  







	 	        (3)
               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
with respect to                the Securities of such series have been complied with.  







        Notwithstanding
the satisfaction and discharge of this Indenture, the obligations of the Company to the
Trustee under Section 607, any surviving rights of conversion, the obligations of the
Trustee to any Authenticating Agent under Section 614 and, if money shall have been
deposited with the Trustee pursuant to subclause (B) of clause (1) of this Section, the
obligations of the Trustee under Section 402 and the last paragraph of Section 1003 shall
survive. 




23 









SECTION 402.     Application
of Trust Money. 



        Subject
to the provisions of the last paragraph of Section 1003, all money deposited with the
Trustee pursuant to Section 401 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 for whose payment such money has been deposited with the Trustee. 



ARTICLE FIVE  
REMEDIES  



SECTION 501.     Events
of Default. 



        “Event
of Default”, wherever used herein with respect to Securities of any series, means any
one of the following events (whatever the reason for such Event of Default and whether it
shall be occasioned by the provisions of Article Twelve or be voluntary or involuntary or be effected by operation of law or pursuant to any
judgment, decree or order of any court or any order, rule or regulation of any
administrative or governmental body): 



	 	        (1)
               default in the payment of any interest upon any Security of that series
when it                becomes due and payable, and continuance of such default for a
period of 30                days;  







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







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









	 	        (4)
               default in the performance, or breach, of any covenant of the Company in
Article                Eight of this Indenture;  







	 	        (5)
               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
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;  







	 	        (6)
               debt of the Company or any Significant Subsidiary is not paid within any
               applicable grace period after final maturity or is accelerated by the
holders                thereof because of a default and the total amount of such
Indebtedness unpaid or                accelerated exceeds $10.0 million, or its foreign
currency equivalent at the                time;  








24 









	 	        (7)
any judgment or decree for the payment of money in excess of $10.0 million or
               its foreign currency equivalent at the time it is entered against the
Company or                any Significant Subsidiary, remains outstanding for a period of
60 consecutive                days following the entry of such judgment or decree and is
not discharged,                waived or the execution thereof stayed;  







	 	        (8)
               the entry by a court having jurisdiction in the premises of (A) a decree
or                order for relief in respect of the Company or any Significant
Subsidiary 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 or any Significant
Subsidiary bankrupt or insolvent, or                approving as properly filed a
petition seeking reorganization, arrangement,                adjustment or composition of
or in respect of the Company or any Significant                Subsidiary under any
applicable Federal or State law, or appointing a custodian,                receiver,
liquidator, assignee, trustee, sequestrator or other similar official                of
the Company or any Significant Subsidiary or of any substantial part of its
               or their property, or ordering the winding up or liquidation of its or
their                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;  







	 	        (9)
               the commencement by the Company or any Significant Subsidiary 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 or them to the entry                of a decree or order for relief in
respect of the Company or any Significant                Subsidiary 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                them, or the
filing by it or them of a petition or answer or consent seeking
               reorganization or relief under any applicable Federal or State law, or the
               consent by it or them to the filing of such petition or to the appointment
of or                taking possession by a custodian, receiver, liquidator, assignee,
trustee,                sequestrator or other similar official of the Company or any
Significant                Subsidiary or of any substantial part of its or their
property, or the making by                it or them of an assignment for the benefit of
creditors, or the admission by it                or them in writing of its or their
inability to pay its or their debts generally                as they become due, or the
taking of corporate action by the Company or any                Significant Subsidiary in
furtherance of any such action; or  










	 	        (10)
               any other Event of Default provided with respect to Securities of that
series.  







SECTION 502.     Acceleration
of Maturity; Rescission and Annulment. 




25 









        If
an Event of Default (other than an Event of Default with respect to the Company specified
in Section 501(8) or 501(9)) 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) to be due and payable
immediately, by a notice in writing to the Company (and to the Trustee if given by
Holders), and upon any such declaration such principal amount (or specified amount) shall
become immediately due and payable. If an Event of Default with respect to the Company
specified in Section 501(8) or 501(9) 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) 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 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 all Securities of that series,  






	 	(B) 	the
principal of (and premium, if any, on) any Securities of that series which
               have become due otherwise than by such declaration of acceleration and any
               interest thereon at the rate or rates prescribed therefor in such
Securities,  









	 	(C) 	to
the extent that payment of such interest is lawful, interest upon overdue
               interest at the rate or rates prescribed therefor in such Securities, and  






	 	(D) 	all
sums paid or advanced by the Trustee hereunder and the reasonable
               compensation, expenses, disbursements and advances of the Trustee, its
agents                and counsel; and  






	 	        (2)
               all Events of Default with respect to Securities of that series, other
than the                non-payment of the principal of Securities of that series which
has become due                solely by such declaration of acceleration, have been cured
or waived as                provided in Section 513.  







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




26 









SECTION 503.     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 any Security when such
               interest becomes 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 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, at the rate or rates prescribed
therefor in such Securities, 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. 



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



SECTION 504.     Trustee
May File Proofs of Claim. 



        In
case of any judicial proceeding relative to the Company or any other obligor upon the
Securities, or the property or creditors of the Company or any other obligor upon the
Securities, the Trustee shall be entitled and empowered, by intervention in such
proceeding or otherwise, to take any and all actions authorized under the Trust Indenture
Act in order to have claims of the Holders and the Trustee allowed in any such proceeding.
In particular, the Trustee shall be authorized to collect and receive any moneys 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 607. 






        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. 





27 









SECTION 505.     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 instituted by the
Trustee shall be brought in its own name as trustee of an express trust, and any recovery
of judgment shall, after provision for the payment of the reasonable compensation,
expenses, disbursements and advances of the Trustee, its agents and counsel, be for the
ratable benefit of the Holders of the Securities in respect of which such judgment has
been recovered. 



SECTION 506.     Application
of Money Collected. 



        Any
money collected by the Trustee pursuant to this Article shall be applied 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, 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 607; 







	 	        SECOND: Subject to Article Twelve, to
the payment of the amounts then due and unpaid for principal of and any premium and
interest on 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 and interest,
respectively; and  







	 	        THIRD:
  The balance, if any, to the Company or to such other Person as a court of competent
jurisdiction shall direct. 







SECTION 507.     Limitation
on Suits. 






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



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







	 	        (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 to the Trustee reasonable security or
               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                security or indemnity has failed to institute any such
proceeding; and  








28 









	 	        (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;  







it being understood and intended that
no one or more of such Holders shall have any right in any manner whatever by virtue of,
or by availing of, any provision of this Indenture 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 508.     Unconditional
Right of Holders to Receive Principal, Premium and Interest. 



        Notwithstanding
any other provision in this Indenture, the Holder of any Security shall have the right,
which is absolute and unconditional, to receive payment of the principal of and any
premium and (subject to Section 307) interest on such Security on the respective Stated
Maturities expressed in such Security (or, in the case of redemption or offer by the
Company to purchase the Securities pursuant to the terms of this Indenture, on the
Redemption Date or purchase date, as applicable) and, if applicable, to convert such
Security in accordance with its terms, and to institute suit for the enforcement of any
such right, and such rights shall not be impaired without the consent of such Holder. 



SECTION 509.     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 510.     Rights
and Remedies Cumulative. 



        Except
as otherwise provided with respect to the replacement or payment of mutilated, destroyed,
lost or stolen Securities in the last paragraph of Section 306, no right or remedy herein
conferred upon or reserved to the Trustee or to the Holders is intended to be exclusive of
any other right or remedy, and every right and remedy shall, to the extent permitted by
law, be cumulative and in addition to every other right and remedy given hereunder or now
or hereafter existing at law or in equity or otherwise. The assertion or employment of any
right or remedy hereunder, or otherwise, shall not prevent the concurrent assertion or
employment of any other appropriate right or remedy. 



SECTION 511.     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 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. 




29 









SECTION 512.     Control
by Holders. 



        The
Holders of a majority in principal amount of the Outstanding Securities of any series
shall have the right to direct the time, method and place of conducting any proceeding for
any remedy available to the Trustee, or exercising any trust or power conferred on the
Trustee, with respect to the Securities of such series, provided that 



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







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







SECTION 513.     Waiver
of Past Defaults. 



        The
Holders of not less than a majority in 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 hereunder with respect to such series and its consequences, except a default 



	 	        (1)
               in the payment of the principal of or any premium or interest on any
Security of                such series (including any Security which is required to have
been purchased by                the Company pursuant to an offer to purchase by the
Company made pursuant to the                terms of this Indenture), or  










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







        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 514.     Undertaking
for Costs. 



        In
any suit for the enforcement of any right or remedy under this Indenture, or in any suit
against the Trustee for any action taken, 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, however, that neither this Section
nor the Trust Indenture Act shall be deemed to authorize any court to require such an
undertaking or to make such an assessment in any suit instituted by the Company. 




30 









SECTION 515.     Waiver
of Usury, Stay or Extension Laws. 



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



ARTICLE SIX  
THE
TRUSTEE  



SECTION 601.     Certain
Duties and Responsibilities. 



        The
duties and responsibilities of the Trustee shall be as expressly set forth in this
Indenture and as provided by the Trust Indenture Act. Notwithstanding the foregoing, no
provision of this Indenture shall require the Trustee to expend or risk its own funds or
otherwise incur any financial liability in the performance of any of its duties hereunder,
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 or
liability is not reasonably assured to it. Whether or not therein expressly so provided,
every provision of this Indenture relating to the conduct or affecting the liability of or
affording protection to the Trustee shall be subject to the provisions of this Section. 



SECTION 602.     Notice
of Defaults. 







        If
a default occurs hereunder with respect to Securities of any series, 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 in the case of any default of
the character specified in Section 501(5) with respect to Securities of such series, no
such notice to Holders shall be given until at least 30 days after the occurrence thereof.
For the purpose of this Section, the term “default” means any event which is, or
after notice or lapse of time or both would become, an Event of Default with respect to
Securities of such series. 



SECTION 603.     Certain
Rights of Trustee. 



        Subject
to the provisions of Section 601: 



	 	        (1)
               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,
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;  








31 









	 	        (2)
               any request or direction of the Company mentioned herein shall be
sufficiently                evidenced by a Company Request or Company Order, and any
resolution of the Board                of Directors shall be sufficiently evidenced by a
Board Resolution;  







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







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







	 	        (5)
               the Trustee shall be under no obligation to exercise any of the rights or
powers                vested in it by this Indenture at the request or direction of any
of the Holders                pursuant to this Indenture, unless such Holders shall have
offered 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)
               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; and  









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







SECTION 604.     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 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 Authenticating Agent shall be accountable for the
use or application by the Company of Securities or the proceeds thereof. 



SECTION 605.     May
Hold Securities. 



        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 608 and 613, 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. 




32 









SECTION 606.     Money
Held in Trust. 



        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 with the Company. 



SECTION 607.     Compensation
and Reimbursement. 



        The
Company agrees 




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







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







	 	        (3)
               to indemnify the Trustee for, and to hold it harmless against, any loss,
               liability or expense incurred without negligence or bad faith on its part,
               arising out of or in connection with the acceptance or administration of
the                trust or trusts hereunder, including the costs and expenses of
defending itself                against any claim or liability in connection with the
exercise or performance of                any of its powers or duties hereunder.  









SECTION 608.     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 interest or resign, to the extent
and in the manner provided by, and subject to the provisions of, the Trust Indenture Act
and this Indenture. To the extent permitted by such 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. 



SECTION 609.     Corporate
Trustee Required; Eligibility. 



        There
shall at all times be one (and only one) Trustee hereunder with respect to the Securities
of each series, which may be Trustee hereunder for Securities of one or more other series.
Each Trustee shall be a Person that is eligible pursuant to the Trust Indenture Act to act
as such, and has a combined capital and surplus of at least $50,000,000. If any such
Person 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 and to the extent permitted by the Trust Indenture Act, the combined capital and
surplus of such Person 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, it shall resign immediately in the manner and with the effect
hereinafter specified in this Article. 




33 









SECTION 610.     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 611. 



        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 611 shall not have been delivered to the Trustee
within 30 days after the giving of such notice of resignation, the resigning Trustee may
petition any court of competent jurisdiction for the appointment of a successor Trustee
with respect to 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
at any time: 



	 	        (1)
               the Trustee shall fail to comply with Section 608 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,  







	 	        (2)
               the Trustee shall cease to be eligible under Section 609 and shall fail to
               resign after written request therefor by the Company or by any such
Holder, or  










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







then, in any such case, (A) the
Company by a Board Resolution may remove the Trustee with respect to all Securities, or
(B) subject to Section 514, 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 shall comply with the
applicable requirements of Section 611. 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 611, 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 611, any Holder who has been a bona fide Holder of a Security of such series for
at least six months may, on behalf of himself and all others similarly situated, petition
any court of competent jurisdiction for the appointment of a successor Trustee with
respect to the Securities of such series. 




34 









        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 106. 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 611.     Acceptance
of Appointment by Successor. 



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






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




35 









        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. 



SECTION 612.     Merger,
Conversion, Consolidation or Succession to Business. 



        Any
Person into which the Trustee may be merged or converted or with which it may be
consolidated, or any Person resulting from any merger, conversion or consolidation to
which the Trustee shall be a party, or any Person succeeding to all or substantially all
the corporate trust business of the Trustee, shall be the successor of the Trustee
hereunder, provided such Person 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. As soon as practicable, the successor Trustee shall mail a
notice of its succession to the Company and the Holders of the Securities then
Outstanding. In case any Securities shall have been authenticated, but not delivered, by
the Trustee then in office, any successor by merger, conversion or consolidation to such
authenticating Trustee may adopt such authentication and deliver the Securities so
authenticated with the same effect as if such successor Trustee had itself authenticated
such Securities. 






SECTION 613.     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, 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 614.     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, conversion or partial redemption thereof or pursuant to Section 306, 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 shall at all times be a Person 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 a combined capital and surplus of
not less than $50,000,000 and subject to supervision or examination by Federal or State
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, 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, such
Authenticating Agent shall resign immediately in the manner and with the effect specified
in this Section. 




36 









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





        An
Authenticating Agent may resign at any time by giving written notice thereof to the
Trustee and to the Company. The Trustee may at any time terminate the agency of an
Authenticating Agent by giving written notice thereof to such Authenticating Agent and 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 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 106 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. 



        The
Trustee agrees to pay to each Authenticating Agent from time to time reasonable
compensation for its services under this Section, and the Trustee shall be entitled to be
reimbursed for such payments, subject to the provisions of Section 607. 



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




37 









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



		U. S. BANK NATIONAL ASSOCIATION,
		   As Trustee
	

 	By:  _____________________________________
		        As Authenticating Agent
	

 	By:  _____________________________________
		        Authorized Officer







ARTICLE SEVEN  
HOLDERS’ LISTS
AND REPORTS BY TRUSTEE AND COMPANY  



SECTION 701.     Company
to Furnish Trustee Names and Addresses of Holders. 



        The
Company will furnish or cause to be furnished to the Trustee with respect to the
Securities of each series: 



	 	        (1)
               not more than 10 days after each record date with respect to the payment
of                interest, if any, a list, in such form as the Trustee may reasonably
require, of                the names and addresses of the Holders of Securities of such
series as of such                record date, and  










	 	        (2)
               at such other times as the Trustee may request in writing, within 30 days
after                the receipt by the Company of any such request, a list of similar
form and                content as of a date not more than 15 days prior to the time such
list is                furnished; excluding from any such list names and addresses
received by the                Trustee in its capacity as Security Registrar.  







SECTION 702.     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 701 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 701 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. 




38 









SECTION 703.     Reports
by Trustee. 



        The
Trustee shall transmit to Holders 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. 



        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 704.     Reports
by Company. 



        The
Company shall file with the Trustee and the Commission, and transmit to Holders, 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
such 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 15 days after the same is so required to be filed with the
Commission. 



ARTICLE EIGHT
 
CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE  



SECTION 801.     Company
May Consolidate, Etc., Only on Certain Terms. 





        The
Company shall not, in a single transaction or a series of related transactions,
consolidate with or merge into any other Person or permit any other Person to consolidate
with or merge into the Company or, directly or indirectly, transfer, convey, sell, lease
or otherwise dispose of all or substantially all of its assets, unless: 



	 	        (1)
               in a transaction in which the Company does not survive or in which the
Company                transfers, conveys, sells, leases or otherwise disposes of all or
substantially                all of its assets, the successor entity (a “Successor
Company”) shall                be a corporation, partnership, trust or other entity
organized and validly                existing under the laws of the United States of
America, any State thereof or                the District of Columbia, and shall
expressly assume, by an indenture                supplemental hereto, executed and
delivered to the Trustee, in form satisfactory                to the Trustee, the due and
prompt payment of the principal of and any premium                and interest on all the
Securities and the performance or observance of every                covenant of this
Indenture on the part of the Company to be performed or                observed;  







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








39 









	 	        (3)
               if, as a result of any such consolidation or merger or such transfer,
               conveyance, sale, lease or other disposition, properties or assets of the
               Company would become subject to a mortgage, pledge, lien, security
interest or                other encumbrance which would not be permitted by this
Indenture, the Company or                the Successor Company, as the case may be, shall
take such steps as shall be                necessary effectively to secure the Securities
equally and ratably with (or                prior to) all indebtedness secured thereby;  







	 	        (4)
               any other conditions provided pursuant to Section 301 with respect to the
               Securities of a series are satisfied; and  







	 	        (5)
               the Company has delivered to the Trustee an Officers’ Certificate and
an                Opinion of Counsel, each stating that such consolidation, merger,
transfer,                conveyance, sale, lease or other disposition and, if a
supplemental indenture is                required in connection with such transaction,
such supplemental indenture comply                with this Article and that all
conditions precedent herein provided for relating                to such transaction have
been complied with.  







SECTION 802.     Successor
Substituted. 



        Upon
any consolidation of the Company with, or merger of the Company into, any other Person or
any transfer, conveyance, sale, lease or other disposition of all or substantially all of
the assets of the Company in accordance with Section 801, the Successor Company shall
succeed to, and be substituted for, and may exercise every right and power of, the Company
under this Indenture with the same effect as if such successor Person had been named as
the Company herein, and thereafter, except in the case of a lease, the predecessor Person
shall be relieved of all obligations and covenants under this Indenture and the
Securities. 





ARTICLE NINE
 
SUPPLEMENTAL INDENTURES  



SECTION 901.     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, in form satisfactory to the Trustee, for any of the following
purposes: 



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







	 	        (2)
               to add to the covenants of the Company for the benefit of the Holders of
all or                any series of Securities (and if such covenants are to be for the
benefit of                less than all series of Securities, stating that such covenants
are expressly                being included solely for the benefit of such series) or to
surrender any right                or power herein conferred upon the Company;  








40 









	 	        (3)
               to add any additional Events of Default for the benefit of the Holders of
all or                any 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);  







	 	        (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                uncertificated form;  







	 	        (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
Security of any series                created prior to the execution of such supplemental
indenture and entitled to                the benefit of such provision nor (ii) modify
the rights of the Holder of any                such Security with respect to such
provision or (B) shall become effective only                when there is no such
Security Outstanding;  







	 	        (6)
               to secure the Securities;  







	 	        (7)
               to establish the form or terms of Securities of any series as permitted by
               Sections 201 and 301;  










	 	        (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 611;  







	 	        (9)
               to cure any ambiguity, to correct or supplement any provision herein which
may                be defective or inconsistent with any other provision herein; or  







	 	        (10)
               to make any other provisions with respect to matters or questions arising
under                this Indenture, provided that such action pursuant to this clause
(10) shall not                adversely affect the interests of the Holders of Securities
of any series in any                material respect.  







SECTION 902.     Supplemental
Indentures With Consent of Holders. 



        With
the consent of the Holders of not less than a majority in principal amount of the
Outstanding Securities of each series affected by such supplemental indenture, by Act of
said Holders delivered to the Company and the Trustee, the Company, when authorized by 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 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: 




41 









	 	        (1)
               change the Stated Maturity of the principal of, or any installment of
principal                of or interest on, any Security, or reduce the principal amount
thereof or the                rate of interest thereon or any premium payable upon the
redemption thereof, or                reduce the amount of the principal of an Original
Issue Discount Security or any                other Security which would be due and
payable upon a declaration of acceleration                of the Maturity thereof
pursuant to Section 502, or change any Place of Payment                where, or the coin
or currency in which, any Security or any premium or interest                thereon is
payable, or impair the right to institute suit for the enforcement of                (a)
any such payment on or after the Stated Maturity thereof (or, in the case of
               redemption, on or after the Redemption Date or in the case of an offer to
               purchase Securities which has been made pursuant to a covenant contained
in this                Indenture, on or after the applicable purchase date) or (b) any
conversion right                with respect to any Security, or modify the provisions of
this Indenture with                respect to the conversion or subordination of the Securities, in a
manner adverse to the Holders;  







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










	 	        (3)
               modify any of the provisions of this Section, Section 513 or Section 1009,
               except to increase any such percentage or to provide that certain other
               provisions of this Indenture cannot be modified or waived without the
consent of                the Holder of each Outstanding Security affected thereby;
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 and Section 1009, or
the deletion of this proviso, in                accordance with the requirements of
Sections 611 and 901(8); or  







	 	        (4)
               following the making of an offer to purchase Securities from any Holder
which                has been made pursuant to a covenant contained in this Indenture,
modify the                provisions of this Indenture with respect to such offer to
purchase in a manner                adverse to such Holder.  







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. 



42 










SECTION 903.     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 Section 601) 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 or immunities under this Indenture or otherwise. 



SECTION 904.     Effect
of Supplemental Indentures. 



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



	 	
SECTION
905.     Conformity with Trust Indenture Act.  






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



SECTION 906.     Reference
in Securities to Supplemental Indentures. 





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



ARTICLE TEN  
COVENANTS  



SECTION 1001.     Payment
of Principal, Premium and Interest. 



        The
Company covenants and agrees for the benefit of each series of Securities that it will
duly and promptly pay the principal of and any premium and interest on the Securities of
that series in accordance with the terms of the Securities and this Indenture. Principal,
premium, if any, and interest shall be considered paid on the date due if the Paying
Agent, if other than the Company or a Subsidiary thereof, holds as of 11:00 A.M., New York
City time, on the due date money deposited by the Company in immediately available funds
and designated for and sufficient to pay all principal, premium, if any, and interest then
due. 




43 









SECTION 1002.     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 or, if
applicable, for conversion, 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 each 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. 



        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 1003.     Money
for Securities Payments to Be Held in Trust.  



        If
the Company shall at any time act as its own Paying Agent with respect to any series of
Securities, it will, on or before each due date of the principal of or any premium or
interest on 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 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,
prior to 11:00 A.M., New York City time, on each due date of the principal of or any
premium or interest on 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, 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. 




44 









        The
Company may at any time, for the purpose of obtaining the satisfaction and discharge of
this Indenture or for any other purpose, pay, or by Company Order direct any Paying Agent
to pay, to the Trustee all sums held in trust by the Company or such Paying Agent, such
sums to be held by the Trustee upon the same 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 any Security of
any series and remaining unclaimed for two years after such principal, premium or interest
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 a
newspaper published in the English language, customarily published on each Business Day
and of general circulation in The City of New York, New York, notice that such money
remains unclaimed and that, after a date specified therein, which shall not be less than
30 days from the date of such publication, any unclaimed balance of such money then
remaining will be repaid to the Company. 



SECTION 1004.     Statement
by Officers as to Default. 






        (a)              The
Company will deliver to the Trustee, within 90 days after the end of each
          fiscal year of the Company ending after the date hereof, an Officers’          Certificate,
stating whether or not to the best knowledge of the signers thereof           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.  




        (b)              The
Company shall deliver to the Trustee, as soon as possible and in any event
          within five days after the Company becomes aware or should reasonably become
          aware of the occurrence of an Event of Default or an event which, with notice
or           the lapse of time or both, would constitute an Event of Default, an
          Officers’ Certificate setting forth the details of such Event of Default
or           default, and the action which the Company proposes to take with respect
thereto.  




SECTION 1005.     Existence. 



        Subject
to Article Eight, the Company will do or cause to be done all things necessary to preserve
and keep in full force and effect the existence, rights (charter and statutory) and
franchises of the Company; provided, however, that the Company shall not be required to
preserve any such right or franchise if it shall determine that the preservation thereof
is no longer desirable in the conduct of the business of the Company and that the loss
thereof is not disadvantageous in any material respect to the Holders. 




45 









SECTION 1006.     Maintenance
of Properties. 



        The
Company will cause all properties used or useful in the conduct of its business or the
business of any Subsidiary to be maintained and kept in good condition, repair and working
order (reasonable wear and tear excepted) and supplied with all necessary equipment and
will cause to be made all necessary repairs, renewals, replacements, betterments and
improvements thereof, all as in the judgment of the Company may be necessary so that the
business carried on in connection therewith may be properly and advantageously conducted
at all times; 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 or the business of any Subsidiary and not disadvantageous in any material respect
to the Holders. 



SECTION 1007.     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 any Subsidiary or upon the income, profits or property of the Company
or any Subsidiary, and (2) all lawful claims for labor, materials and supplies which, if
unpaid, might by law become a lien upon the property of the Company or any Subsidiary;
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 whose amount,
applicability or validity is being contested in good faith by appropriate proceedings. 






SECTION 1008.     Maintenance
of Insurance. 



        The
Company shall, and shall cause its Subsidiaries to, keep at all times all of their
properties which are of an insurable nature insured against loss or damage with insurers
believed by the Company to be responsible to the extent that property of similar character
is usually so insured by corporations similarly situated and owning like properties in
accordance with good business practice. 



SECTION 1009.     Waiver
of Certain Covenants. 



        Except
as otherwise specified as contemplated by Section 301 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 of Sections 1005 through
1008 or in any covenant provided pursuant to Section 301(21), 901(2) or 901(7) for the
benefit of the Holders of such series if before the time for such compliance the Holders
of at least a majority in principal amount of the Outstanding Securities of such series
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. 




46 









ARTICLE ELEVEN
 
REDEMPTION OF SECURITIES  



SECTION 1101.     Applicability
of Article. 



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



SECTION 1102.     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 301 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 five Business Days prior to giving notice of such redemption (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 prior to the expiration of any restriction on such redemption
provided in the terms of such Securities or elsewhere in this Indenture, the Company shall
furnish the Trustee with an Officers’ Certificate evidencing compliance with such
restriction. 



SECTION 1103.     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 by the Trustee, from the Outstanding Securities of such series not previously
called for redemption, (i) in compliance with the requirements of the principal national
securities exchange on which such Securities are listed, if such Securities are listed on
any national securities exchange, and (ii) if such Securities are not so listed, on a pro
rata basis, by lot or by such other method as the Trustee shall deem fair and appropriate
and which may provide for the selection for redemption of a portion of the principal
amount of any Security of such series, 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 less than all the
Securities of such series and of a specified tenor are to be redeemed (unless such
redemption affects only a single Security), the particular Securities to be redeemed shall
be selected by the Trustee, from the Outstanding Securities of such series and specified
tenor not previously called for redemption in accordance with the preceding sentence. 



        The
Trustee shall promptly notify the Company 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. 



        The
provisions of the two preceding paragraphs shall not apply with respect to any redemption
affecting only a single Security, whether such Security is to be redeemed in whole or in
part. In the case of any such redemption in part, the unredeemed portion of the principal
amount of the Security shall be in an authorized denomination (which shall not be less
than the minimum authorized denomination) for such Security. 




47 









        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. If any Security selected for partial
redemption is surrendered for conversion after such selection, the converted portion of
such Security shall be deemed (so far as may be) to be the portion selected for
redemption. Upon any redemption of less than all the Securities of a series, for purposes
of selection for redemption the Company and the Trustee may treat as Outstanding
Securities surrendered for conversion during the period of 15 days next preceding the
mailing of a notice of redemption, and need not treat as Outstanding any Security
authenticated and delivered during such period in exchange for the unconverted portion of
any Security converted in part during such period. 



SECTION 1104.     Notice
of Redemption. 



        Notice
of redemption shall be given by first-class mail, postage prepaid, mailed not less than 30
nor more than 60 days prior to the Redemption Date, to each Holder of Securities to be
redeemed, at his address appearing in the Security Register; provided, however, notice of
redemption may be given more than 60 days prior to the Redemption Date if the notice is
issued in connection with a satisfaction and discharge pursuant to Article Four. 



        All
notices of redemption shall state: 






	 	        (1)
               the Redemption Date,  







	 	        (2)
               the Redemption Price, if then determinable and otherwise the method of its
               determination,  







	 	        (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)
               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,  







	 	        (5)
               the place or places where each such Security is to be surrendered for
payment of                the Redemption Price,  







	 	        (6)
               that the redemption is for a sinking fund, if such is the case, and  







	 	        (7)
               if applicable, the conversion price then in effect and the date on which
the                right to convert such Securities will expire.  








48 









        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 and shall be irrevocable. If any Security called for redemption is
converted pursuant hereto, any money deposited with the Trustee or any Paying Agent or so
segregated and held in trust for the redemption of such Security shall be paid to the
Company upon delivery of a Company Request to the Trustee or such Paying Agent, or, if
then held by the Company, shall be discharged from such trust. 



SECTION 1105.     Deposit
of Redemption Price. 



        Prior
to 11:00 A.M., New York City time, on 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 1003) 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. 



SECTION 1106.     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 to the Redemption Date; provided, however, that, unless otherwise specified as
contemplated by Section 301, 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 307. 






        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. 



SECTION 1107.     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 his attorney duly authorized in writing), and the
Company shall execute, and the Trustee shall authenticate and deliver to the Holder of
such Security without service charge, a new Security or Securities of the same series and
of like tenor, of any authorized denomination as requested by such Holder, in aggregate
principal amount equal to and in exchange for the unredeemed portion of the principal of
the Security so surrendered. 






49 













ARTICLE TWELVE

SUBORDINATION OF SECURITIES  



SECTION 1201.     Applicability
of Article. 



        Unless
otherwise provided with respect to the Securities of any series in or pursuant to the
Board Resolution or supplemental indenture establishing such series of Securities pursuant
to Section 301, the provisions of this Article shall be applicable to each series of
Securities. 



SECTION 1202.     Securities
Subordinate to Senior Debt. 



        The
Company covenants and agrees, and each Holder of a Security, by his acceptance thereof,
likewise covenants and agrees, that, to the extent and in the manner hereinafter set forth
in this Article (subject to the provisions of Article Four and Article Fifteen), the
payment of the principal of (and premium, if any) and interest on each and all of the
Securities of such series are hereby expressly made subordinate and subject in right of
payment to the prior payment in full of all Senior Debt of the Company. 



        No
provisions of this Article Twelve shall prevent the occurrence of any Event of Default. 



SECTION 1203.     Payment
Over of Proceeds Upon Dissolution, Etc. 



        In
the event of (a) any insolvency or bankruptcy case or proceeding, or any receivership,
liquidation, reorganization or other similar case or proceeding in connection therewith,
relative to the Company or to its creditors, as such, or to its assets, or (b) any
liquidation, dissolution or other winding up of the Company, whether voluntary or
involuntary and whether or not involving insolvency or bankruptcy, or (c) any assignment
for the benefit of creditors or any other marshalling of assets and liabilities of the
Company, then and in any such event specified in (a), (b) or (c) above (each such event,
if any, herein sometimes referred to as a “Proceeding”) the holders of Senior
Debt of the Company shall be entitled to receive payment in full of all amounts due or to
become due on or in respect of all Senior Debt of the Company, or provision shall be made
for such payment in cash or cash equivalents or otherwise in a manner satisfactory to the
holders of Senior Debt of the Company, before the Holders of the Securities are entitled
to receive any payment or distribution of any kind or character, whether in cash, property
or securities (including any payment or distribution which may be payable or deliverable
by reason of the payment of any other indebtedness of the Company subordinated to the
payment of the Securities, such payment or distribution being hereinafter referred to as a
“Junior Subordinated Payment”), on account of principal of (or premium, if any)
or interest on the Securities or on account of any purchase or other acquisition of
Securities by the Company or any Subsidiary of the Company (all such payments,
distributions, purchases and acquisitions, other than the payment or distribution of stock
or securities of the Company referred to in the second succeeding paragraph, herein
referred to, individually and collectively, as a “Securities Payment”), and to
that end the holders of Senior Debt of the Company shall be entitled to receive, for
application to the payment thereof, any Securities Payment which may be payable or
deliverable in respect of the Securities in any such Proceeding. 




50 









        In
the event that, notwithstanding the foregoing provisions of this Section, the Trustee or
the Holder of any Security shall have received any Securities Payment before all Senior
Debt of the Company is paid in full or payment thereof provided for in cash or cash
equivalents or otherwise in a manner satisfactory to the holders of Senior Debt of the
Company, and if such fact shall, at or prior to the time of such Securities Payment, have
been made known to the Trustee or, as the case may be, such Holder, then and in such event
such Securities Payment shall be paid over or delivered forthwith to the trustee in
bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other Person
making payment or distribution of assets of the Company for application to the payment of
all Senior Debt of the Company remaining unpaid, to the extent necessary to pay all Senior
Debt of the Company in full, after giving effect to any concurrent payment or distribution
to or for the holders of Senior Debt of the Company. 



        For
purposes of this Article only, the words “any payment or distribution of any kind or
character, whether in cash, property or securities” shall not be deemed to include a
payment or distribution of stock or securities of the Company provided for by a plan of
reorganization or readjustment authorized by an order or decree of a court of competent
jurisdiction in a reorganization proceeding under any applicable bankruptcy law or of any
other corporation provided for by such plan of reorganization or readjustment which stock
or securities are subordinated in right of payment to all then outstanding Senior Debt of
the Company to substantially the same extent as the Securities are so subordinated as
provided in this Article. The consolidation of the Company with, or the merger of the
Company into, another Person or the liquidation or dissolution of the Company following
the conveyance or transfer of all or substantially all of its assets to another Person
upon the terms and conditions set forth in Article Eight shall not be deemed a Proceeding
for the purposes of this Section if the Person formed by such consolidation or into which
the Company is merged or the Person which acquires by conveyance or transfer such assets,
as the case may be, shall, as a part of such consolidation, merger, conveyance or
transfer, comply with the conditions set forth in Article Eight. 



SECTION 1204.     No
Payment When Senior Debt of the Company in Default. 



        In
the event that any Senior Payment Default (as defined below) shall have occurred and be
continuing, then no Securities Payment shall be made unless and until such Senior Payment
Default shall have been cured or waived or shall have ceased to exist or all amounts then
due and payable in respect of Senior Debt of the Company shall have been paid in full, or
provision shall have been made for such payment in cash or cash equivalents or otherwise
in a manner satisfactory to the holders of Senior Debt of the Company; provided, however,
that nothing in this Section shall prevent the satisfaction of any sinking fund payment in
accordance with Article Sixteen by delivering and crediting pursuant to Section 1602
Securities which have been acquired (upon redemption or otherwise) prior to such Senior
Payment Default. 



        “Senior
Payment Default” means any default in the payment of principal of (or premium, if
any) or interest on any Senior Debt of the Company when due, whether at the Stated
Maturity of any such payment or by declaration of acceleration, call for redemption or
otherwise. 




51 









        In
the event that any Senior Nonmonetary Default (as defined below) shall have occurred and
be continuing, then, upon the receipt by the Company and the Trustee of written notice of
such Senior Nonmonetary Default from the agent for the Designated Senior Debt which is the
subject of such Senior Nonmonetary Default, no Securities Payment shall be made during the
period (the “Payment Blockage Period”) commencing on the date of such receipt of
such written notice and ending on the earlier of (i) the date on which such Senior
Nonmonetary Default shall have been cured or waived or shall have ceased to exist or all
Designated Senior Debt the subject of such Senior Nonmonetary Default shall have been
discharged; (ii) the 179th day after the date of such receipt of such written notice; or
(iii) the date on which the Payment Blockage Period shall have been terminated by written
notice to the Company or the Trustee from the agent for the Designated Senior Debt
initiating the Payment Blockage Period; provided, however, that nothing in this Section
shall prevent the satisfaction of any sinking fund payment in accordance with Article
Sixteen by delivering and crediting pursuant to Section 1602 Securities which have been
acquired (upon redemption or otherwise) prior to the date of such receipt of such written
notice. No more than one Payment Blockage Period may be commenced with respect to the
Securities of a particular series during any 360-day period and there shall be a period of
at least 181 consecutive days in each 360-day period when no Payment Blockage Period is in
effect. For all purposes of this paragraph, no Senior Nonmonetary Default that existed or
was continuing on the date of commencement of any Payment Blockage Period shall be, or be
made, the basis for the commencement of a subsequent Payment Blockage Period, whether or
not within a period of 360 consecutive days, unless such Senior Nonmonetary Default shall
have been cured for a period of not less than 90 consecutive days. 



        “Senior
Nonmonetary Default” means the occurrence or existence and continuance of any event
of default with respect to any Designated Senior Debt of the Company, other than a Senior
Payment Default, permitting the holders of such Designated Senior Debt (or a trustee or
agent on behalf of the holders thereof) to declare such Designated Senior Debt due and
payable prior to the date on which it would otherwise become due and payable. 



        In
the event that, notwithstanding the foregoing, the Company shall make any Securities
Payment to the Trustee or any Holder prohibited by the foregoing provisions of this
Section, and if such fact shall, at or prior to the time of such Securities Payment, have
been made known to the Trustee or, as the case may be, such Holder, then and in such event
such Securities Payment shall be paid over and delivered forthwith to the Company. 



        The
provisions of this Section shall not apply to any Securities Payment with respect to which
Section 1203 would be applicable. 



SECTION 1205.     Payment
Permitted If No Default.  



        Nothing
contained in this Article or elsewhere in this Indenture or in any of the Securities shall
prevent (a) the Company, at any time except during the pendency of any Proceeding referred
to in Section 1203 or under the conditions described in Section 1204, from making
Securities Payments, or (b) the application by the Trustee of any money deposited with it
hereunder to Securities Payments or the retention of such Securities Payment by the
Holders, if, at the time of such application by the Trustee, it did not have knowledge
that such Securities Payment would have been prohibited by the provisions of this Article. 




52 









SECTION 1206.     Subrogation to Rights of Holders of Senior Debt of the Company. 



        Subject
to the payment in full of all amounts due or to become due on or in respect of Senior Debt
of the Company, or the provision for such payment in cash or cash equivalents or otherwise
in a manner satisfactory to the holders of Senior Debt of the Company, the Holders of the
Securities shall be subrogated to the rights of the holders of such Senior Debt of the
Company to receive payments and distributions of cash, property and securities applicable
to the Senior Debt of the Company until the principal of (and premium, if any) and
interest on the Securities shall be paid in full. For purposes of such subrogation, no
payments or distributions to the holders of the Senior Debt of the Company of any cash,
property or securities to which the Holders of the Securities or the Trustee would be
entitled except for the provisions of this Article, and no payments over pursuant to the
provisions of this Article to the holders of Senior Debt of the Company by Holders of the
Securities or the Trustee, shall, as among the Company, its creditors other than holders
of Senior Debt of the Company and the Holders of the Securities, be deemed to be a payment
or distribution by the Company to or on account of the Senior Debt of the Company. 



SECTION 1207.     Provisions
Solely to Define Relative Rights. 



        The
provisions of this Article are and are intended solely for the purpose of defining the
relative rights of the Holders on the one hand and the holders of Senior Debt of the
Company on the other hand. Nothing contained in this Article or elsewhere in this
Indenture or in the Securities is intended to or shall (a) impair, as among the Company,
its creditors other than holders of Senior Debt of the Company and the Holders of the
Securities, the obligation of the Company, which is absolute and unconditional (and which,
subject to the rights under this Article of the holders of Senior Debt of the Company, is
intended to rank equally with all other general obligations of the Company), to pay to the
Holders of the Securities the principal of (and premium, if any) and interest on the
Securities as and when the same shall become due and payable in accordance with their
terms; or (b) affect the relative rights against the Company of the Holders of the
Securities and creditors of the Company other than the holders of Senior Debt of the
Company; or (c) prevent the Trustee or the Holder of any Security from exercising all
remedies otherwise permitted by applicable law upon default under this Indenture, subject
to the rights, if any, under this Article of the holders of Senior Debt of the Company to
receive cash, property and securities otherwise payable or deliverable to the Trustee or
such Holder. 



SECTION 1208.     Trustee
to Effectuate Subordination.  



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



SECTION 1209.     No
Waiver of Subordination Provisions. 



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



53 










        Without
in any way limiting the generality of the foregoing paragraph, the holders of Senior Debt
of the Company may, at any time and from time to time, without the consent of or notice to
the Trustee or the Holders of the Securities, without incurring responsibility to the
Holders of the Securities and without impairing or releasing the subordination provided in
this Article or the obligations hereunder of the Holders of the Securities to the holders
of Senior Debt of the Company, do any one or more of the following: (i) change the manner,
place or terms of payment or extend the time of payment of, or renew or alter, Senior Debt
of the Company, or otherwise amend or supplement in any manner Senior Debt of the Company
or any instrument evidencing the same or any agreement under which Senior Debt of the
Company is outstanding; (ii) sell, exchange, release or otherwise deal with any property
pledged, mortgaged or otherwise securing Senior Debt of the Company; (iii) release any
Person liable in any manner for the collection of Senior Debt of the Company; and (iv)
exercise or refrain from exercising any rights against the Company and any other Person. 



SECTION 1210.     Notice
to Trustee.  



        The
Company shall give prompt written notice to the Trustee of any fact known to the Company
which would prohibit the making of any payment to or by the Trustee in respect of the
Securities. Notwithstanding the provisions of this Article or any other provision of this
Indenture, the Trustee shall not be charged with knowledge of the existence of any facts
which would prohibit the making of any payment to or by the Trustee in respect of the
Securities, unless and until the Trustee shall have received written notice thereof from
the Company or a holder of Senior Debt of the Company or from any trustee therefor; and,
prior to the receipt of any such written notice, the Trustee, subject to the provisions of
Section 601, shall be entitled in all respects to assume that no such facts exist;
provided, however, that if the Trustee shall not have received the notice provided for in
this Section at least three Business Days prior to the date upon which by the terms hereof
any money may become payable for any purpose (including, without limitation, the payment
of the principal of (and premium, if any) or interest on any Security), then, anything
herein contained to the contrary notwithstanding, the Trustee shall have full power and
authority to receive such money and to apply the same to the purpose for which such money
was received and shall not be affected by any notice to the contrary which may be received
by it within three Business Days prior to such date. 



        Subject
to the provisions of Section 601, the Trustee shall be entitled to rely on the delivery to
it of a written notice by a Person representing himself to be a holder of Senior Debt of
the Company (or a trustee therefor) to establish that such notice has been given by a
holder of Senior Debt of the Company (or a trustee therefor). In the event that the
Trustee determines in good faith that further evidence is required with respect to the
right of any Person as a holder of Senior Debt of the Company to participate in any
payment or distribution pursuant to this Article, the Trustee may request such Person to
furnish evidence to the reasonable satisfaction of the Trustee as to the amount of Senior
Debt of the Company held by such Person, the extent to which such Person is entitled to
participate in such payment or distribution and any other facts pertinent to the rights of
such Person under this Article, and if such evidence is not furnished, the Trustee may
defer any payment to such Person pending judicial determination as to the right of such
Person to receive such payment. 




54 









SECTION 1211.     Reliance
on Judicial Order or Certificate of Liquidating Agent. 



        Upon
any payment or distribution of assets of the Company referred to in this Article, the
Trustee, subject to the provisions of Section 601, and the Holders of the Securities shall
be entitled to rely upon any order or decree entered by any court of competent
jurisdiction in which such Proceeding is pending, or a certificate of the trustee in
bankruptcy, receiver, liquidating trustee, custodian, assignee for the benefit of
creditors, agent or other Person making such payment or distribution, delivered to the
Trustee or to the Holders of Securities, for the purpose of ascertaining the Persons
entitled to participate in such payment or distribution, the holders of the Senior Debt of
the Company and other indebtedness of the Company, the amount thereof or payable thereon,
the amount or amounts paid or distributed thereon and all other facts pertinent thereto or
to this Article. 



SECTION 1212.     Trustee
Not Fiduciary for Holders of Senior Debt of the Company. 



        The
Trustee shall not be deemed to owe any fiduciary duty to the holders of Senior Debt of the
Company and shall not be liable to any such holders if it shall in good faith mistakenly
pay over or distribute to Holders of Securities or to the Company or to any other Person
cash, property or securities to which any holders of Senior Debt of the Company shall be
entitled by virtue of this Article or otherwise. 



SECTION 1213.     Rights
of Trustee as Holder of Senior Debt of the Company; Preservation of Trustee's Rights. 



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



        Nothing
in this Article shall apply to claims of, or payments to, the Trustee under or pursuant to
Section 607. 



SECTION 1214.     Article
Applicable to Paying Agents.  



        In
case at any time any Paying Agent other than the Trustee shall have been appointed by the
Company and be then acting hereunder, the term “Trustee” as used in this Article
shall in such case (unless the context otherwise requires) be construed as extending to
and including such Paying Agent within its meaning as fully for all intents and purposes
as if such Paying Agent were named in this Article in addition to or in place of the
Trustee; provided, however, that Section 1213 shall not apply to the Company or any
Affiliate of the Company if it or such Affiliate acts as Paying Agent. 




55 









SECTION 1215.     Defeasance
of this Article Twelve.  



        The
subordination of the Securities of a series provided by this Article Twelve is expressly
made subject to the provisions for Defeasance or Covenant Defeasance in Article Fifteen
hereof and, anything herein to the contrary notwithstanding, upon the effectiveness of any
such Defeasance or Covenant Defeasance, the Securities of such series then outstanding
shall thereupon cease to be subordinated pursuant to this Article Twelve. 








ARTICLE THIRTEEN
 
[INTENTIONALLY OMITTED]  



ARTICLE FOURTEEN
 
[INTENTIONALLY OMITTED]  



ARTICLE FIFTEEN
 
DEFEASANCE AND COVENANT DEFEASANCE  



SECTION 1501.     Company's
Option to Effect Defeasance or Covenant Defeasance.  



        The
Company may elect, at its option at any time, to have Section 1502 or Section 1503 applied
to any Securities or any series of Securities, as the case may be, designated pursuant to
Section 301 as being defeasible pursuant to such Section 1502 or 1503, in accordance with
any applicable requirements provided pursuant to Section 301 and upon compliance with the
conditions set forth below in this Article. Any such election shall be evidenced in or
pursuant to a Board Resolution or in another manner specified as contemplated by Section
301 for such Securities. 





SECTION 1502.     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, and the provisions of Article Twelve shall
cease to be effective, with respect to such Securities as provided in this Section on and
after the date the conditions set forth in Section 1504 are satisfied (herein 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 1504 and as more fully set forth in such Section, payments in respect of the
principal of and any premium and interest on such Securities when payments are due, or,
if applicable, to convert such Securities in accordance with their terms, (2) the Company’s
obligations with respect to such Securities under Sections 304, 305, 306, 1002 and 1003,
and, if applicable, their obligations with respect to the conversion of such Securities,
(3) the rights, powers, trusts, duties and immunities of the Trustee hereunder and (4)
this Article. Subject to compliance with this Article, 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 1503 applied to such Securities.  




56 










SECTION 1503.     Covenant
Defeasance. 



        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, (1) the Company shall be
released from its obligations under Section 801(3), Sections 1005 through 1008,
inclusive, and any covenants provided pursuant to Section 301(21), 901(2) or 901(7) for
the benefit of the Holders of such Securities, and (2) the occurrence of any event
specified in Sections 501(5) (with respect to any of Section 801(3), Sections 1005
through 1008, inclusive, and any such covenants provided pursuant to Section 301(21),
901(2) or 901(7)), 501(6), 501(7)), 501(10) and 501(11) shall be deemed not to be or
result in an Event of Default and (3) the provisions of Article Twelve shall cease to be
effective, in each case with respect to such Securities as provided in this Section on
and after the date the conditions set forth in Section 1504 are satisfied (herein 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 (to the extent so specified in the case of Section 501(5)) or Article Twelve,
whether directly or indirectly by reason of any reference elsewhere herein to any such
Section or Article or by reason of any reference in any such Section or Article to any
other provision herein or in any other document, but the remainder of this Indenture and
such Securities shall be unaffected thereby.  




SECTION 1504.     Conditions
to Defeasance or Covenant Defeasance. 



        The
following shall be the conditions to the application of Section 1502 or Section 1503 to
any Securities or any series of Securities, as the case may be: 





	 	        (1)
               The Company shall irrevocably have deposited or caused to be deposited
with the                Trustee (or another trustee which satisfies the requirements
contemplated by                Section 609 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)
money in an amount, or (B) 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, money in an amount, or (C) 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. As used
herein, “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.  








57 









	 	        (2)
               In the event of an election to have Section 1502 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
(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)
               In the event of an election to have Section 1503 apply to any Securities
or any                series of Securities, as the case may be, the Company shall have
delivered to                the Trustee an Opinion of Counsel to the effect that the
Holders of such                Securities will not recognize gain or loss for Federal
income tax purposes as a                result of the deposit and Covenant Defeasance to
be effected with respect to                such Securities and will be subject to Federal
income tax on the same amount, in                the same manner and at the same times as
would be the case if such deposit and                Covenant Defeasance were not to
occur.  









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







	 	        (5)
               No event which is, or after notice or lapse of time or both would become,
an                Event of Default with respect to such Securities or any other
Securities shall                have occurred and be continuing at the time of such
deposit or, with regard to                any such event specified in Sections 501(7) and
(8), at any time on or prior to                the 121st day after the date of such
deposit (it being understood that this                condition shall not be deemed
satisfied until after such 121st 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).  








58 









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







	 	        (8)
     At the time of such deposit, (A) no default in the payment of any principal of or
premium or interest on          any Senior Debt of the Company shall have occurred and be
continuing, (B) no event of default with          respect to any Senior Debt of the
Company shall have resulted in such Senior Debt becoming, and          continuing to be,
due and payable prior to the date on which it would otherwise have become due and
         payable  (unless payment of such Senior Debt has been made or duly provided
for), and (C) no other event          of default with respect to any Senior Debt of the
Company shall have occurred and be continuing          permitting (after notice or lapse
of time or both) the holders of such Senior Debt (or a trustee on          behalf of such
holders) to declare such Senior Debt due and payable prior to the date on which it would
         otherwise have become due and payable. 











	 	        (9)
               The Company shall have delivered to the Trustee an Opinion of Counsel to
the                effect that such deposit shall not cause either the Trustee or the
trust so                created to be subject to the Investment Company Act of 1940.  







	 	        (10)
               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 1505.     Deposited
Money and U.S. Government Obligations to Be Held in Trust; Miscellaneous Provisions. 



        Subject
to the provisions of the last paragraph of Section 1003, all money and U.S. Government
Obligations (including the proceeds thereof) deposited with the Trustee or other
qualifying trustee (solely for purposes of this Section and Section 1506, the Trustee and
any such other trustee are referred to collectively as the “Trustee”) pursuant
to Section 1504 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. Money and U.S. Government Obligations so held in trust shall not be subject to the provisions of Article Twelve.



        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 deposited pursuant to Section 1504
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 to the contrary notwithstanding, the Trustee shall deliver or pay to the
Company from time to time upon Company Request any money or U.S. Government Obligations
held by it as provided in Section 1504 with respect to any Securities which, in the
opinion of a nationally recognized firm of independent public accountants expressed in a
written certification thereof delivered to the Trustee, are in excess of the amount
thereof which would then be required to be deposited to effect the Defeasance or Covenant
Defeasance, as the case may be, with respect to such Securities. 




59 









SECTION 1506.     Reinstatement. 



        If
the Trustee or the Paying Agent is unable to apply any money in accordance with this
Article 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 1502 or 1503 shall be revived and
reinstated as though no deposit had occurred pursuant to this Article 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 1505 with respect to such Securities in accordance with
this Article; provided, however, that if the Company makes any payment of principal of or
any premium or interest on any such Security following such reinstatement of its
obligations, the Company shall be subrogated to the rights (if any) of the Holders of such
Securities to receive such payment from the money so held in trust. 



ARTICLE SIXTEEN
 
SINKING FUNDS  



SECTION 1601.     Applicability
of Article. 



        The
provisions of this Article shall be applicable to any sinking fund for the retirement of
Securities of any series except as otherwise specified as contemplated by Section 301 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.” If 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 1602. Each sinking fund payment shall be applied to the redemption
of Securities as provided for by the terms of such Securities. 



SECTION 1602.     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 (x) converted or (y) 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, however, 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. 




60 









SECTION 1603.     Redemption
of Securities for Sinking Fund. 



        Not
less than 35 days prior to each sinking fund payment date for any Securities, the Company
will deliver to the Trustee an Officers’ Certificate specifying the amount of the
next ensuing sinking fund payment for such Securities pursuant to the terms of such
Securities, the portion thereof, if any, which is to be satisfied by payment of cash and
the portion thereof, if any, which is to be satisfied by delivering and crediting
Securities pursuant to Section 1602 and will also deliver to the Trustee any Securities to
be so delivered. Not less than 32 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 1103 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
1104. Such notice having been duly given, the redemption of such Securities shall be made
upon the terms and in the manner stated in Sections 1106 and 1107. 



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




* * * * * * * 

















61 









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



		ISSUER:
	
 	NPS PHARMACEUTICALS, INC.
	

 	By:________________________________________
		Name:
		Title:
	

 	TRUSTEE:
	
 	U. S. BANK NATIONAL ASSOCIATION,
		as Trustee
	

 	By:________________________________________
		Name:
		Title:



























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