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EXHIBIT 4.01  


ACUSPHERE, INC.

ISSUER

DEBT SECURITIES  




 
 

INDENTURE
  
    DATED AS OF                    , 200
  
    THE BANK OF NEW YORK
  
    TRUSTEE    

  







 
 

CROSS-REFERENCE TABLE    
    



	Tia

Section
 
	 	Indenture

Section

	310(a)(1)	 	7.10
	(a)(2)	 	7.10
	(a)(3)	 	N.A.
	(a)(5)	 	7.10
	(b)	 	7.10
	(c)	 	N.A.
	311(a)	 	7.11
	(b)	 	7.11
	(c)	 	N.A.
	312(a)	 	5.01
	(b)	 	5.02
	(c)	 	5.02
	313(a)	 	5.04
	(b)(1)	 	5.04
	(b)(2)	 	5.04
	(c)	 	12.03
	(d)	 	5.04
	314(a)(1)	 	5.03
	(a)(2)	 	5.03
	(a)(3)	 	5.03
	(a)(4)	 	4.05
	(b)	 	N.A.
	(c)(1)	 	13.05
	(c)(2)	 	13.05
	(c)(3)	 	N.A.
	(d)	 	N.A.
	(e)	 	13.05
	315(a)	 	7.01
	(b)	 	6.07 & 13.03
	(c)	 	7.01
	(d)	 	7.01
	(e)	 	6.08
	316(a)(last sentence)	 	1.01
	(a)(1)(A)	 	6.06
	(a)(1)(B)	 	6.06
	(a)(2)	 	9.01(d)
	(b)	 	6.04
	(c)	 	5.05
	317(a)(1) 	 	6.02
	(a)(2)	 	6.02
	(b)	 	4.04
	318(a)	 	13.07





N.A.
means Not Applicable. 


Note:
This Cross-Reference Table shall not, for any purpose, be deemed to be a part of the Indenture 









 
 

Table of Contents    
    



	ARTICLE I	 	 
	

Definitions	
 	

 
	

SECTION 1.01. Certain Terms Defined	
 	

1
	SECTION 1.02. Incorporation by Reference of Trust Indenture Act	 	7
	SECTION 1.03. Rules of Construction	 	8
	

ARTICLE II	
 	

 
	

Debt Securities	
 	

 
	

SECTION 2.01. Forms Generally	
 	

8
	SECTION 2.03. Principal Amount; Issuable in Series 	 	9
	SECTION 2.04. Execution of Debt Securities	 	11
	SECTION 2.05. Authentication and Delivery of Debt Securities	 	11
	SECTION 2.06. Denomination of Debt Securities	 	12
	SECTION 2.07. Registration of Transfer and Exchange	 	12
	SECTION 2.08. Temporary Debt Securities	 	13
	SECTION 2.09. Mutilated, Destroyed, Lost or Stolen Debt Securities	 	14
	SECTION 2.10. Cancellation of Surrendered Debt Securities	 	15
	SECTION 2.11. Provisions of the Indenture and Debt Securities for the Sole Benefit of the Parties and the Holders	 	15
	SECTION 2.12. Payment of Interest; Rights Preserved	 	15
	SECTION 2.13. Securities Denominated in Foreign Currencies	 	15
	SECTION 2.14. Wire Transfers	 	16
	SECTION 2.15. Securities Issuable in the Form of a Global Security	 	16
	SECTION 2.16. Medium Term Securities	 	18
	SECTION 2.17. Defaulted Interest	 	18
	SECTION 2.18. Judgments	 	19
	

ARTICLE III	
 	

 
	

Redemption of Debt Securities	
 	

 
	

SECTION 3.01. Applicability of Article 	
 	

19
	SECTION 3.02. Notice of Redemption; Selection of Debt Securities	 	19
	SECTION 3.03. Payment of Debt Securities Called for Redemption	 	21
	SECTION 3.04. Mandatory and Optional Sinking Funds	 	21
	SECTION 3.05. Redemption of Debt Securities for Sinking Fund	 	22
	

ARTICLE IV	
 	

 
	

Particular Covenants of the Company	
 	

 
	

SECTION 4.01. Payment of Principal of, and Premium, If Any, and Interest on, Debt Securities	
 	

23
	SECTION 4.02. Maintenance of Offices or Agencies for Registration of Transfer, Exchange and Payment of Debt Securities	 	23
	SECTION 4.03. Appointment to Fill a Vacancy in the Office of Trustee	 	24
	SECTION 4.04. Duties of Paying Agents, etc	 	24
	SECTION 4.05. Statement by Officers as to Default	 	24
	SECTION 4.06. Existence	 	25
	SECTION 4.07. Maintenance of Properties	 	25
	SECTION 4.08. Payment of Taxes and Other Claims	 	25
	 	 	 








 

	

ARTICLE V	
 	

 
	

Holders' Lists and Reports by the Company And the Trustee	
 	

 
	

SECTION 5.01. Company to Furnish Trustee Information as to Names and Addresses of Holders; Preservation of Information	
 	

25
	SECTION 5.02. Communications to Holders	 	26
	SECTION 5.03. Reports by Company	 	26
	SECTION 5.04. Reports by Trustee	 	26
	SECTION 5.05. Record Dates for Action by Holders	 	26
	

ARTICLE VI	
 	

 
	

Remedies of the Trustee and Holders in Event of Default	
 	

 
	

SECTION 6.01. Events of Default	
 	

27
	SECTION 6.02. Collection of Indebtedness by Trustee, etc	 	28
	SECTION 6.03. Application of Moneys Collected by Trustee	 	29
	SECTION 6.04. Limitation on Suits by Holders	 	30
	SECTION 6.05. Remedies Cumulative; Delay or Omission in Exercise of Rights Not a Waiver of Default	 	30
	SECTION 6.06. Rights of Holders of Majority in Principal Amount of Debt Securities to Direct Trustee and to Waive Default	 	31
	SECTION 6.07. Trustee to Give Notice of Defaults Known to It, but May Withhold Such Notice in Certain Circumstances	 	31
	SECTION 6.08. Requirement of an Undertaking To Pay Costs in Certain Suits under the Indenture or Against the Trustee	 	31
	

ARTICLE VII	
 	

 
	

Concerning the Trustee	
 	

 
	

SECTION 7.01. Certain Duties and Responsibilities	
 	

32
	SECTION 7.02. Certain Rights of Trustee	 	33
	SECTION 7.03. Trustee Not Liable for Recitals in Indenture or in Debt Securities	 	34
	SECTION 7.04. Trustee, Paying Agent or Registrar May Own Debt Securities	 	34
	SECTION 7.05. Moneys Received by Trustee to Be Held in Trust	 	35
	SECTION 7.06. Compensation and Reimbursement	 	35
	SECTION 7.07. Right of Trustee to Rely on an Officers' Certificate Where No Other Evidence Specifically Prescribed	 	35
	SECTION 7.08. Separate Trustee; Replacement of Trustee	 	35
	SECTION 7.09. Successor Trustee by Merger	 	37
	SECTION 7.10. Eligibility; Disqualification	 	37
	SECTION 7.11. Preferential Collection of Claims Against Company	 	37
	SECTION 7.12. Compliance with Tax Laws	 	37
	

ARTICLE VIII	
 	

 
	

Concerning the Holders	
 	

 
	

SECTION 8.01. Evidence of Action by Holders	
 	

37
	SECTION 8.02. Proof of Execution of Instruments and of Holding of Debt Securities	 	38
	SECTION 8.03. Who May Be Deemed Owner of Debt Securities	 	38
	SECTION 8.04. Instruments Executed by Holders Bind Future Holders	 	38
	 	 	 



ii







 

	

ARTICLE IX	
 	

 
	

Supplemental Indentures	
 	

 
	

SECTION 9.01. Purposes for Which Supplemental Indenture May Be Entered into Without Consent of Holders	
 	

39
	SECTION 9.02. Modification of Indenture with Consent of Holders of Debt Securities	 	40
	SECTION 9.03. Effect of Supplemental Indentures	 	41
	SECTION 9.04. Debt Securities May Bear Notation of Changes by Supplemental Indentures	 	42
	SECTION 9.05. Payment for Consent	 	42
	

ARTICLE X	
 	

 
	

Consolidation, Merger, Sale or Conveyance	
 	

 
	

SECTION 10.01. Consolidations and Mergers of the Company	
 	

42
	SECTION 10.02. Rights and Duties of Successor Corporation	 	42
	

ARTICLE XI	
 	

 
	

Satisfaction and Discharge of Indenture; Defeasance; Unclaimed Moneys	
 	

 
	

SECTION 11.01. Applicability of Article 	
 	

43
	SECTION 11.02. Satisfaction and Discharge of Indenture: Defeasance	 	43
	SECTION 11.03. Conditions of Defeasance	 	44
	SECTION 11.04. Application of Trust Money	 	45
	SECTION 11.05. Repayment to Company	 	45
	SECTION 11.06. Indemnity for U.S. Government Obligations	 	45
	SECTION 11.07. Reinstatement	 	45
	

ARTICLE XII	
 	

 
	

Subordination of Debt Securities	
 	

 
	

SECTION 12.01. Applicability of Article; Agreement To Subordinate	
 	

45
	SECTION 12.02. Liquidation, Dissolution, Bankruptcy	 	46
	SECTION 12.03. Default on Senior Indebtedness	 	46
	SECTION 12.04. Acceleration of Payment of Debt Securities	 	47
	SECTION 12.05. When Distribution Must Be Paid Over	 	47
	SECTION 12.06. Subrogation	 	47
	SECTION 12.07. Relative Rights	 	47
	SECTION 12.08. Subordination May Not Be Impaired by Company	 	47
	SECTION 12.09. Rights of Trustee and Paying Agent	 	47
	SECTION 12.10. Distribution or Notice to Representative	 	48
	SECTION 12.11. Article XII Not to Prevent Defaults or Limit Right to Accelerate	 	48
	SECTION 12.12. Trust Moneys Not Subordinated	 	48
	SECTION 12.13. Trustee Entitled to Rely	 	48
	SECTION 12.14. Trustee to Effectuate Subordination	 	48
	SECTION 12.15. Trustee Not Fiduciary for Holders of Senior Indebtedness	 	48
	SECTION 12.16. Reliance by Holders of Senior Indebtedness on Subordination Provisions	 	49
	 	 	 





iii







 

	

ARTICLE XIII	
 	

 
	

Miscellaneous Provisions	
 	

 
	

SECTION 13.01. Successors and Assigns of Company Bound by Indenture	
 	

49
	SECTION 13.02. Acts of Board, Committee or Officer of Successor Company Valid	 	49
	SECTION 13.03. Required Notices or Demands	 	49
	SECTION 13.04. Indenture and Debt Securities to Be Construed in Accordance with the Laws of the State of New	 	50
	SECTION 13.05. Officers' Certificate and Opinion of Counsel to Be Furnished upon Application or Demand by the Company	 	50
	SECTION 13.06. Payments Due on Legal Holidays	 	50
	SECTION 13.07. Provisions Required by Trust Indenture Act to Control	 	51
	SECTION 13.08. Computation of Interest on Debt Securities	 	51
	SECTION 13.09. Rules by Trustee, Paying Agent and Registrar	 	51
	SECTION 13.10. No Recourse Against Others	 	51
	SECTION 13.11. Severability	 	51
	SECTION 13.12. Effect of Headings	 	51
	SECTION 13.13. Indenture May Be Executed in Counterparts	 	51




iv











        INDENTURE dated as of , 200  , between ACUSPHERE, INC., a corporation duly organized and existing under the laws of the State of Delaware (hereinafter sometimes called the
"Company"), and The Bank of New York, a New York trust company (hereinafter sometimes 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 debentures, notes, bonds or
other evidences of indebtedness to be issued in one or more series unlimited as to principal amount (herein called the "Debt Securities"), as in this Indenture provided. 


        NOW,
THEREFORE, THIS INDENTURE WITNESSETH 


        In
consideration of the premises, and of the purchase and acceptance of the Debt Securities by the holders thereof, the Company and the Trustee covenant and agree with each other, for
the benefit of the respective Holders from time to time of the Debt Securities or any series thereof, as follows: 


ARTICLE I  


DEFINITIONS  


        SECTION
1.01 CERTAIN TERMS DEFINED. The terms defined in this Section 1.01 (except as herein otherwise expressly provided or unless the context otherwise requires) for all purposes of
this Indenture and of any indenture supplemental hereto shall have the respective meanings specified in this Section 1.01. All other terms used in this Indenture which are defined in the Trust
Indenture Act or which are by reference therein defined in the Securities Act (except as herein otherwise expressly provided or unless the context otherwise requires), shall have the meanings assigned
to such terms in the Trust Indenture Act and in the Securities Act as in force as of the date of original execution of this Indenture. 



        "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 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. 


        "AUTHORIZED
NEWSPAPER" means a newspaper in an official language of the country of publication customarily published at least once a day, and customarily published for at least five days
in each calendar week, and of general circulation in such city or cities specified pursuant to Section 2.03 with respect to the Debt Securities of any series. Where successive publications are
required to be made in Authorized Newspapers, the successive publications may be made in the same or in different newspapers in the same city meeting the foregoing requirements and in each case on any
business day in such city. 


        "BANKRUPTCY
LAW" means Title 11, United States Code, or any similar Federal or state law for the relief of debtors. 


        "BOARD
OF DIRECTORS" means either the Board of Directors of the Company or any duly authorized committee or subcommittee of such Board, except as the context may otherwise require. 



        "BUSINESS
DAY" means, when used with respect to any Place of Payment specified pursuant to Section 2.03, any day that is not a Saturday, a Sunday or a legal holiday or a day on
which banking institutions or trust companies in such Place of Payment are authorized or obligated by law to close, except as otherwise specified pursuant to Section 2.03. 


        "CAPITALIZED
LEASE OBLIGATION" means an obligation that is required to be classified and accounted for as a capitalized lease for financial reporting purposes in accordance with GAAP;
and the amount of Indebtedness represented by such obligation shall be the capitalized amount of such 







 



obligation
determined in accordance with GAAP; and the Stated Maturity thereof shall be the date of the last payment of rent or any other amount due under such lease prior to the first date upon which
such lease may be terminated by the lessee without payment of a penalty. 


        "CAPITAL
STOCK" of any Person means any and all shares, interests, rights to purchase, warrants, options, participations or other equivalents of or interests (including partnership
interests) in (however designated) equity of such Person, including any Preferred Stock, but excluding any debt securities convertible into such equity. 



        "COMMON
STOCK" means the common shares, $0.01 par value per share, of the Company, which stock is currently listed on the Nasdaq Stock Market, Inc. 


        "COMPANY"
means Acusphere, Inc., a Delaware corporation, and, subject to the provisions of Article X, shall also include its successors and assigns. 


        "COMPANY
ORDER" means a written order of the Company, signed by its Chairperson of the Board, its Vice Chairperson, Chief Executive Officer or President and any Vice President, the Chief
Financial Officer, the Controller, the chief accounting officer, the Treasurer, the Secretary, any Assistant Treasurer or any Assistant Secretary. 



        "CORPORATE
TRUST OFFICE OF THE TRUSTEE" or other similar term means the corporate trust office of the Trustee at which, at any particular time, this Indenture shall be principally
administered in the United States of America, except that with respect to the presentation of Debt Securities for payment or for registration of transfer and exchange, such term shall also mean the
office of the Trustee or the Trustee's agent, which office at the date hereof is located at 111 Sanders Creek Parkway, Mail Stop: DM-SYR-02, East Syracuse, NY 13057, Attention: Corporate Trust
Operations/Transfers. 


        "CURRENCY"
means Dollars or Foreign Currency. 


        "DEBT
SECURITY" or "DEBT SECURITIES" has the meaning stated in the first recital of this Indenture and more particularly means any debt security or debt securities, as the case may be,
of any series authenticated and delivered under this Indenture. 


        "DEFAULT"
means any event which is, or after notice or passage of time or both would be, an Event of Default. 


        "DEPOSITARY"
means, unless otherwise specified by the Company pursuant to either Section 2.03 or 2.15, with respect to registered Debt Securities of any series issuable or issued
in whole or in part in the form of one or more Global Securities, The Depository Trust Company, New York, New York, or
any successor thereto registered as a clearing agency under the Exchange Act or other applicable statute or regulations. 


        "DESIGNATED
SENIOR INDEBTEDNESS" means any Senior Indebtedness of the Company as to which the Company has notified the Trustee at the time of issuance thereof, or upon execution of this
Indenture that such Senior Indebtedness will be treated as Designated Senior Indebtedness under this Indenture, or as designated as such in an agreement between the Company and the holder of the
Senior Indebtedness. 


        "DISQUALIFIED
STOCK" of a Person means Redeemable Stock of such Person as to which the maturity, mandatory redemption, conversion or exchange or redemption at the option of the holder
thereof occurs, or may occur, on or prior to the first anniversary of the Stated Maturity of the Debt Securities as provided in a supplemental indenture setting forth the terms of such Debt
Securities. 


        "DOLLAR"
or "$" means such currency of the United States as at the time of payment is legal tender for the payment of public and private debts. 


2







 



        "DOLLAR
EQUIVALENT" means, with respect to any monetary amount in a Foreign Currency, at any time for the determination thereof, the amount of Dollars obtained by converting such Foreign
Currency involved in such computation into Dollars at the spot rate for the purchase of Dollars with the applicable Foreign Currency as quoted by Citibank, N.A. (unless another comparable financial
institution is designated by the Company) in New York, New York at approximately 11:00 a.m. (New York time) on the date two business days prior to such determination. 


        "EVENT
OF DEFAULT" has the meaning specified in Section 6.01. 


        "EXCHANGE
ACT" means the Securities Exchange Act of 1934, as amended. 



        "FOREIGN
CURRENCY" means a currency issued by the government of any country (other than the United States) or the European Union or a composite currency the value of which is determined
by reference to the values of the currencies of any group of countries. 


        "GAAP"
means generally accepted accounting principles in the United States as in effect as of the date on which the Debt Securities of the applicable series are issued, including those
set forth in (i) the opinions and pronouncements of the Accounting Principles Board of the American Institute of Certified Public Accountants, (ii) statements and pronouncements of the
Financial Accounting Standards Board or in such other statements by such other entity as approved by a significant segment of the accounting profession and (iii) the rules and
regulations of the SEC, including opinions and pronouncements in staff accounting bulletins and similar written statements from the accounting staff of the SEC. All ratios and computations based on
GAAP contained in this Indenture shall be computed in conformity with GAAP consistently applied. 


        "GLOBAL
SECURITY" means with respect to any series of Debt Securities issued hereunder, a Debt Security which is executed by the Company and authenticated and delivered by the Trustee to
the Depositary or pursuant to the Depositary's instruction, all in accordance with this Indenture and any indentures supplemental hereto, or resolution of the Board of Directors and set forth in an
Officers' Certificate, which shall be registered in the name of the Depositary or its nominee and which shall represent, and shall be denominated in an amount equal to the aggregate principal amount
of, all the Outstanding Debt Securities of such series or any portion thereof, in either case having the same terms, including, without limitation, the same original issue date, date or dates on which
principal is due and interest rate or method of determining interest. 


        "GUARANTEE"
means any obligation, contingent or otherwise, of any Person directly or indirectly guaranteeing any Indebtedness or other obligation of any other Person and any obligation,
direct or indirect, contingent or otherwise, of such Person (i) to purchase or pay (or advance or supply funds for the purchase or payment of) such Indebtedness or other obligation of such
other Person or (ii) entered into for purposes of assuring in any other manner the obligee of such Indebtedness or other obligation of the payment thereof or to protect such obligee against
loss in respect thereof (in whole or in part); PROVIDED, HOWEVER, that the term "Guarantee" shall not include endorsements for collection or deposit in the ordinary course of business. The term
"Guarantee" used as a verb has a corresponding meaning. 


        "HOLDER,"
"HOLDER OF DEBT SECURITIES" or other similar terms mean, with respect to a Registered Security, the Registered Holder. 


        "INCUR"
means issue, assume, Guarantee, incur or otherwise become liable for; PROVIDED, HOWEVER, that any Indebtedness or Capital Stock of a Person existing at the time such Person
becomes a Subsidiary (whether by merger, consolidation, acquisition or otherwise) shall be deemed to be incurred by such Subsidiary at the time it becomes a Subsidiary. The terms "Incurred",
"Incurrence" and "Incurring" shall each have a correlative meaning. 


3







 



        "INDEBTEDNESS"
means, with respect to any Person on any date of determination (without duplication), (i) the principal of Indebtedness of such Person for borrowed money;
(ii) the principal of obligations of such Person evidenced by bonds, debentures, notes or other similar instruments; (iii) all Capitalized Lease Obligations of such Person;
(iv) all obligations of such Person to pay the deferred and unpaid purchase price of property or services (except Trade Payables); (v) all obligations of such Person in respect of
letters of credit, banker's acceptances or other similar instruments or credit transactions (including reimbursement obligations with respect thereto), other than obligations with respect to letters
of credit securing obligations (other than obligations described in (i) through (iv) above) entered into in the ordinary course of business of such Person to the extent such letters of
credit are not drawn upon or, if and to the extent drawn upon, such drawing is reimbursed no later than the third business day following receipt by such Person of a demand for reimbursement following
payment on the letter of credit; (vi) the amount of all obligations of such Person with respect to the redemption, repayment or other repurchase of any Disqualified Stock (but excluding, in each case,
any accrued dividends); (vii) all Indebtedness of other Persons secured by a Lien on any asset of such Person, whether or not such Indebtedness is assumed by such Person; PROVIDED, HOWEVER,
that the amount of such Indebtedness shall be the lesser of (A) the fair market value of such asset at such date of determination and (B) the amount of such Indebtedness of such other
Persons; and (viii) all Indebtedness of other Persons to the extent Guaranteed by such Person. 


        For
purposes of this definition, the maximum fixed redemption, repayment or repurchase price of any Disqualified Stock that does not have a fixed redemption, repayment or repurchase
price shall be calculated in accordance with the terms of such Stock as if such Stock were redeemed, repaid or repurchased on any date on which Indebtedness shall be required to be determined pursuant
to this Indenture. The amount of Indebtedness of any Person at any date shall be the outstanding balance at such date of all unconditional obligations as described above and the maximum liability,
upon the occurrence of the contingency giving rise to the obligation, of any contingent obligations at such date. 


        "INDENTURE"
means this instrument as originally executed, or, if amended or supplemented as herein provided, as so amended or supplemented and shall include the form and terms of
particular series of Debt Securities as contemplated hereunder, whether or not a supplemental indenture is entered into with respect thereto. 



        "LIEN"
means any mortgage, pledge, security interest, encumbrance, lien or charge of any kind (including any conditional sale or other title retention agreement or lease in the nature
thereof). 


        "OFFICERS'
CERTIFICATE" means a certificate signed by the Chairman of the Board, the Chief Executive Officer, the President, any Vice President, the Chief Financial Officer, the
Controller or chief accounting officer and by the Treasurer, the Secretary or any Assistant Treasurer or Assistant Secretary of the Company. Each such certificate shall include the statements provided
for in Section 13.05, if applicable. 


        "OPINION
OF COUNSEL" means an opinion in writing signed by legal counsel for the Company (which counsel may be an employee of the Company), or outside counsel for the Company. Each such
opinion shall include the statements provided for in Section 13.05, if applicable. 


        "ORIGINAL
ISSUE DISCOUNT DEBT SECURITY" means any Debt Security which provides for an amount less than the principal amount thereof to be due and payable upon a declaration or
acceleration of the maturity thereof pursuant to Section 6.01. 


        "OUTSTANDING"
when used with respect to any series of Debt Securities, means, as of the date of determination, all Debt Securities of that series theretofore authenticated and delivered
under this Indenture, except: (i) Debt Securities of that series theretofore canceled by the Trustee or delivered to the Trustee for cancellation; (ii) Debt Securities of that series for
whose payment or redemption money in the necessary amount has been theretofore deposited with the Trustee or any paying agent (other 


4







 



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 Debt Securities; PROVIDED, HOWEVER, that, if
such Debt 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; and (iii) Debt
Securities of that series which have been paid pursuant to Section 2.09 or in exchange for or in lieu of which other Debt Securities have been authenticated and delivered pursuant to this
Indenture, other than any such Debt Securities in respect of which there shall have been presented to the Trustee proof satisfactory to it that such Debt Securities are held by a bona fide purchaser
in whose hands such Debt Securities are valid obligations of the Company; PROVIDED, HOWEVER, that in determining whether the Holders of the requisite principal amount of the Outstanding Debt
Securities of any series have given any request, demand, authorization, direction, notice, consent or waiver hereunder, Debt Securities owned by the Company or any other obligor upon the Debt
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 or waiver, only Debt Securities which a Responsible Officer of the Trustee knows to be so owned shall be so disregarded. Debt
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 Debt Securities and that the pledgee is not the Company or any other obligor upon the Debt Securities or an Affiliate of the Company or of such other obligor. In determining whether the Holders
of the requisite principal amount of outstanding Debt Securities have given any request, demand, authorization, direction, notice, consent or waiver hereunder, the principal amount of an Original
Issue Discount Debt Security that shall be deemed to be Outstanding for such purposes shall be the amount of the principal thereof that would be due and payable as of the date of such determination
upon a declaration of acceleration of the maturity thereof pursuant to Section 6.01. In determining whether the Holders of the requisite principal amount of the Outstanding Debt Securities of
any series have given any request, demand, authorization, direction, notice, consent or waiver hereunder, the principal amount of a Debt Security denominated in one or more foreign currencies or
currency units that shall be deemed to be Outstanding for such purposes shall be the Dollar Equivalent, determined in the manner provided as contemplated by Section 2.03 on the date of original
issuance of such Debt Security, of the principal amount (or, in the case of any Original Issue Discount Security, the Dollar Equivalent on the date of original issuance of such Security of the amount
determined as provided in the preceding sentence above) of such Debt Security. 



        "PERSON"
means any individual, corporation, partnership, joint venture, association, limited liability company, joint stock company, trust, unincorporated organization, government or any
agency or political subdivision thereof or any other entity. 


        "PLACE
OF PAYMENT" means, when used with respect to the Debt Securities of any series, the place or places where the principal of, and premium, if any, and interest on, the Debt
Securities of that series are payable as specified pursuant to Section 2.03. 


        "PREFERRED
STOCK" as applied to the Capital Stock of any corporation, means Capital Stock of any class or classes (however designated) which is preferred as to the payment of dividends,
or as to the distribution of assets upon any voluntary or involuntary liquidation or dissolution of such corporation, over shares of Capital Stock of any other class of such corporation. 


        "REDEEMABLE
STOCK" means, with respect to any Person, any Capital Stock which by its terms (or by the terms of any security into which it is convertible or for which it is exchangeable)
or upon the happening of any event (i) matures or is mandatorily redeemable (other than redeemable only for Capital Stock of such Person which itself is not Disqualified Stock) pursuant to a
sinking fund obligation or otherwise, (ii) is convertible or exchangeable at the option of the holder for Indebtedness 


5







 



or
Disqualified Stock or (iii) is redeemable at the option of the holder thereof or must be purchased upon the occurrence of any event, in whole or in part. 


        "REGISTERED
HOLDER" means the Person in whose name a Registered Security is registered in the Debt Security Register (as defined in Section 2.07(a)). 



        "REGISTERED
SECURITY" means any Debt Security registered as to principal and interest in the Debt Security Register (as defined in Section 2.07(a)). 


        "REGISTRAR"
has the meaning set forth in Section 2.07(a). 


        "REPRESENTATIVE"
means the trustee, agent or representative (if any) for an issue of Indebtedness. 


        "RESPONSIBLE
OFFICER" when used with respect to the Trustee, means any officer within the Corporate Trust Office of the Trustee, including any Vice President, any trust officer or any
other officer of the Trustee performing functions similar to those performed by the persons who at the time shall be such officers, and any other officer of the Trustee to whom corporate trust matters
are referred because of his knowledge of and familiarity with the particular subject. 


        "SEC"
means the U.S. Securities and Exchange Commission. 


        "SECURED
INDEBTEDNESS" means any Indebtedness of the Company secured by a Lien. "SECURITIES ACT" means the Securities Act of 1933, as amended. 


        "SENIOR
INDEBTEDNESS" means, as to any series of Debt Securities subordinated pursuant to the provisions of Article XII, the Indebtedness of the Company identified as Senior
Indebtedness in the resolution of the Board of Directors and accompanying Officers' Certificate or supplemental indenture setting forth the terms of such Debt Securities. 


        "STATED
MATURITY" means, with respect to any security, the date specified in such security as the fixed date on which the payment of principal of such security is due and payable,
including pursuant to any mandatory redemption provision (but excluding any provision providing for the repurchase of such security at the option of the holder thereof upon the happening of any
contingency beyond the control of the issuer unless such contingency has occurred). 


        "SUBORDINATED
DEBT SECURITIES" means any Debt Securities that are subordinated as contemplated by paragraph (21) of the second paragraph of Section 2.03. 



        "SUBSIDIARY"
of any Person means any corporation, association, partnership or other business entity of which more than 50% of the total voting power of shares of Capital Stock entitled
(without regard to the occurrence of any contingency) to vote in the election of directors, managers or trustees thereof is at the time owned or controlled, directly or indirectly, by (i) such
Person, (ii) such Person and one or more Subsidiaries of such Person or (iii) one or more Subsidiaries of such Person. 


        "TRADE
PAYABLES" means, with respect to any Person, any accounts payable or any Indebtedness or monetary obligation to trade creditors created, assumed or Guaranteed by such Person
arising in the ordinary course of business of such Person in connection with the acquisition of goods or services. 



        "TRUSTEE"
initially means The Bank of New York and any other Person or Persons appointed as such from time to time pursuant to Section 7.08, and, subject to the provisions of
Article VII, includes its or their successors and assigns. If at any time there is more than one such Person, "Trustee" as used with respect to the Debt Securities of any series shall mean the
Trustee with respect to the Debt Securities of that series. 


6







 



        "TRUST
INDENTURE ACT" (except as herein otherwise expressly provided) means the Trust Indenture Act of 1939 as in force at the date of this indenture as originally executed and, to the
extent required by law, as amended. 


        "UNITED
STATES" means the United States of America (including the States and the District of Columbia), its territories, its possessions and other areas subject to its jurisdiction. 


        "U.S.
GOVERNMENT OBLIGATIONS" means securities that are (x) direct obligations of the United States for the payment of which its full faith and credit is pledged or (y) obligations of a
Person controlled or supervised by and acting as an agency or instrumentality of the United States, the payment of which is unconditionally guaranteed as a full faith and credit obligation by the
United States, which, in either case, are not callable or redeemable at the option of the issuer thereof. 


        "YIELD
TO MATURITY" means the yield to maturity calculated at the time of issuance of a series of Debt Securities, or, if applicable, at the most recent redetermination of interest on
such series and calculated in accordance with accepted financial practice. 


        Section
1.02. INCORPORATION BY REFERENCE OF TRUST INDENTURE ACT. This Indenture is subject to the mandatory provisions of the Trust Indenture Act which are incorporated by reference in
and made a part of this indenture. The following Trust Indenture Act terms have the following meanings: 


        "INDENTURE
SECURITIES" means the Debt Securities. 


        "INDENTURE
SECURITY HOLDER" means a Holder. "INDENTURE TO BE QUALIFIED" means this Indenture. 


        "INDENTURE
TRUSTEE" or "INSTITUTIONAL TRUSTEE" means the Trustee. 


        "OBLIGOR"
on the indenture securities means the Company and any other obligor on the Debt Securities. 



        All
other Trust Indenture Act terms used in this Indenture that are defined by the Trust indenture Act, reference to another statute or defined by rules of the Securities and
Exchange Commission have the meanings assigned to them by such definitions. 


        SECTION
1.03. RULES OF CONSTRUCTION. Unless the context otherwise requires: 



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



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



	(3)
	"including"
means including without limitation;



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



	(5)
	if
the applicable series of Debt Securities are subordinated pursuant to Article XII, unsecured indebtedness shall not be



	(6)
	deemed
to be subordinate or junior to Secured Indebtedness merely by virtue of its nature as unsecured indebtedness;



	(7)
	the
principal amount of any noninterest bearing or other discount security at any date shall be the principal amount thereof that would be shown on a balance sheet of the issuer dated
such date prepared in accordance with GAAP; and



	(8)
	the
principal amount of any Preferred Stock shall be the greater of (i) the maximum liquidation value of such Preferred Stock or (ii) the maximum mandatory redemption or
mandatory repurchase price with respect to such Preferred Stock. 



7







 




ARTICLE II  


 
  DEBT SECURITIES    
    


        SECTION
2.01. FORMS GENERALLY. The Debt Securities of each series shall be in substantially the form established without the approval of any Holder by or pursuant to a resolution of the
Board of Directors 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 the Company may deem appropriate (and, if not contained in a
supplemental indenture entered into in accordance with Article IX, as are not prohibited by the provisions of this Indenture) or as may be required or appropriate to comply with any law or with
any rules made pursuant thereto or with any rules of any securities exchange on which such series of Debt Securities may be listed, as determined by the Company, or to conform to general
usage, or as may, consistently herewith, be determined by the officers executing such Debt Securities as evidenced by their execution of the Debt Securities. 



        The
definitive Debt Securities of each series, if any, 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 Debt Securities, as evidenced by their execution of such Debt Securities, if any. 


        SECTION
2.02. FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION. The Trustee's Certificate of Authentication on all Debt Securities authenticated by the Trustee shall be in substantially
the following form: 


 
 

TRUSTEE'S CERTIFICATE OF AUTHENTICATION    
    


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



	

 	
 	

 AS TRUSTEE
	

 	
 	

By	


	 	 	AUTHORIZED SIGNATORY





        SECTION
2.03. PRINCIPAL AMOUNT; ISSUABLE IN SERIES. The aggregate principal amount of Debt Securities which may be issued, executed, authenticated, delivered and outstanding under this
Indenture is unlimited. 


        The
Debt Securities may be issued in one or more series. There shall be established, without the approval of any Holders, in or pursuant to a resolution of the Board of Directors and set
forth in an Officers' Certificate, or established in one or more indentures supplemental hereto, prior to the issuance of Debt Securities of any series any or all of the following: 



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



	(2)
	any
limit upon the aggregate principal amount of the Debt Securities of the series which may be authenticated and delivered under this Indenture (except for Debt Securities
authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Debt Securities of the series pursuant to this Article II); 



8







 



	(3)
	the
date or dates on which the principal and premium, if any, of the Debt Securities of the series are payable or the method of determination thereof;



	(4)
	the
rate or rates (which may be fixed or variable) at which the Debt Securities of the series shall bear interest, if any, or the method of determining such rate or rates, the date or
dates from which such interest shall accrue, the interest payment dates on which such interest shall be payable, or the method by which such date will be determined, the terms of any deferral of
interest and the additional interest, if any, thereon, the right, if any, of the Company to extend the interest payment periods and the duration of the extensions and, in the case of Registered
Securities, the record dates for the determination of Holders thereof to whom such interest is payable; and the basis upon which interest will be calculated if other than that of a 360-day year of
twelve thirty-day months;



	(5)
	the
Place or Places of Payment, if any, in addition to or instead of the corporate trust office of the Trustee where the principal of, and interest on, Debt Securities of the series
shall be payable;



	(6)
	the
price or prices at which, the period or periods within which and the terms and conditions upon which Debt Securities of the series may be redeemed, in whole or in part, at the
option of the Company or otherwise;



	(7)
	the
obligation, if any, of the Company to redeem, purchase or repay Debt Securities of the series pursuant to any sinking fund or analogous provisions or at the option of a Holder
thereof, and the price or prices to which and the period or periods within which and the terms and conditions upon which Debt Securities of the series shall be redeemed, purchased or repaid, in whole
or in part, pursuant to such obligations;



	(8)
	the
terms, if any, upon which the Debt Securities of the series may be convertible into or exchanged for Common Stock, Preferred Stock (which may be represented by depositary shares),
other Debt Securities or warrants for Common Stock, Preferred Stock or Indebtedness or other securities of any kind of the Company or any other obligor and the terms and conditions upon which such
conversion or exchange shall be effected, including the initial conversion or exchange price or rate, the conversion or exchange period and any other provision in addition to or in lieu of those
described herein;



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



	(10)
	if
the amount of principal of or any premium or interest on Debt Securities of the series may be determined with reference to an index or pursuant to a formula, the manner in which
such amounts will be determined;



	(11)
	if
the principal amount payable at the Stated Maturity of Debt Securities of the series will not be determinable as of any one or more dates prior to such Stated Maturity, the amount
which will be deemed to be such principal amount as of any such date for any purpose, including the principal amount thereof which will be due and payable upon any maturity other than the Stated
Maturity or which will be deemed to be Outstanding as of any such date (or, in any such case, the manner in which such deemed principal amount is to be determined); and the manner of determining the
equivalent thereof in the currency of the United States of America for purposes of the definition of Dollar Equivalent;



	(12)
	any
changes or additions to Article XI, including the addition of additional covenants that may be subject to the covenant defeasance option pursuant to
Section 11.02(b)(ii);



	(13)
	if
other than such coin or Currency of the United States as at the time of payment is legal tender for payment of public and private debts, the coin or Currency or Currencies or
units of 



9







 


two
or more Currencies in which payment of the principal of and premium, if any, and interest on, Debt Securities of the series shall be payable; 



	(14)
	if
other than the principal amount thereof, the portion of the principal amount of Debt Securities of the series which shall be payable upon declaration of acceleration of the
maturity thereof pursuant to Section 6.01 or provable in bankruptcy pursuant to Section 6.02;



	(15)
	the
terms, if any, of the transfer, mortgage, pledge or assignment as security for the Debt Securities of the series of any properties, assets, moneys, proceeds, securities or other
collateral, including whether certain provisions of the Trust Indenture Act are applicable and any corresponding changes to provisions of this Indenture as currently in effect;



	(16)
	any
addition to or change in the Events of Default with respect to the Debt Securities of the series and any change in the right of the Trustee or the Holders to declare the
principal of and interest on, such Debt Securities due and payable;



	(17)
	if
the Debt Securities of the series shall be issued in whole or in part in the form of a Global Security or Securities, the terms and conditions, if any, upon which such Global
Security or Securities may be exchanged in whole or in part for other individual Debt Securities in definitive registered form; and the Depositary for such Global Security or Securities and the form
of any legend or legends to be borne by any such Global Security or Securities in addition to or in lieu of the legend referred to in Section 2.15;



	(18)
	any
trustees, authenticating or paying agents, transfer agents or registrars;



	(19)
	the
applicability of, and any addition to or change in the covenants and definitions currently set forth in this Indenture or in the terms currently set forth in Article X,
including conditioning any merger, conveyance, transfer or lease permitted by Article X upon the satisfaction of an Indebtedness coverage standard by the Company and Successor Company (as
defined in Article X);



	(20)
	the
terms, if any, of any Guarantee of the payment of principal of, and premium, if any, and interest on, Debt Securities of the series and any corresponding changes to the
provisions of this Indenture as currently in effect;



	(21)
	the
subordination, if any, of the Debt Securities of the series pursuant to Article XII and the terms of the subordination and any changes or additions to Article XII;



	(22)
	with
regard to Debt Securities of the series that do not bear interest, the dates for certain required reports to the Trustee; and



	(23)
	any
other terms of the Debt Securities of the series (which terms shall not be prohibited by the provisions of this Indenture). 




        All
Debt Securities of any one series appertaining thereto shall be substantially identical except as to denomination and except as may otherwise be provided in or pursuant to such
resolution of the Board of Directors and as set forth in such Officers' Certificate or in any such indenture supplemental hereto. All Debt Securities of any one series need not be issued at the same
time and may be issued from time to time, consistent with the terms of this Indenture, if so provided by or pursuant to such Board of Directors resolution, such Officers' Certificate or such
supplemental indenture. 


        SECTION
2.04. EXECUTION OF DEBT SECURITIES. The Debt Securities shall be signed on behalf of the Company by its Chairperson of the Board, its Vice Chairperson, its Chief Executive
Officer, its President, any Vice President, its Chief Financial Officer, its Treasurer, its Corporate Controller or its Secretary. Such signatures upon the Debt Securities may be the manual or
facsimile signatures of the present or any future such authorized officers and may be imprinted or otherwise 


10







 



reproduced
on the Debt Securities. The seal of the Company, if any, may be in the form of a facsimile thereof and may be impressed, affixed, imprinted or otherwise reproduced on the Debt Securities. 


        Only
such Debt Securities as shall bear thereon a certificate of authentication substantially in the form hereinbefore recited, signed manually by the Trustee, shall be entitled to the
benefits of this Indenture or be valid or obligatory for any purpose. Such certificate by the Trustee upon any Debt Security executed by the Company shall be conclusive evidence that the Debt Security
so authenticated has been duly authenticated and delivered hereunder. 


        In
case any officer of the Company who shall have signed any of the Debt Securities shall cease to be such officer before the Debt Securities so signed shall have been authenticated and
delivered by the Trustee, or disposed of by the Company, such Debt Securities nevertheless may be authenticated and delivered or disposed of as though the Person who signed such Debt Securities had
not ceased to be such officer of the Company; and any Debt Security may be signed on behalf of the Company by such Persons as, at the actual date of the execution of such Debt Security, shall be the
proper officers of the
Company, although at the date of such Debt Security or of the execution of this Indenture any such Person was not such officer. 


        SECTION
2.05. AUTHENTICATION AND DELIVERY OF DEBT SECURITIES. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Debt
Securities of any series executed by the Company to the Trustee for authentication, and the Trustee shall thereupon authenticate and deliver said Debt Securities to or upon a Company Order. In
authenticating such Debt Securities and accepting the additional responsibilities under this Indenture in relation to such Debt Securities, the Trustee shall be entitled to receive, and (subject to
Section 7.01) shall be fully protected in relying upon: 



	(1)
	a
copy of any resolution or resolutions of the Board of Directors, certified by the Secretary or Assistant Secretary of the Company, authorizing the terms of issuance of any series of
Debt Securities;



	(2)
	an
executed supplemental indenture, if any;



	(3)
	an
Officers' Certificate; and



	(4)
	an
Opinion of Counsel prepared in accordance with Section 13.05 substantially to the effect that:



	(a)
	the
form of such Debt Securities has been duly authorized in conformity with the provisions of this Indenture;



	(b)
	the
terms of such Debt Securities have been duly authorized in conformity with the provisions of this Indenture;



	(c)
	such
Debt Securities, when authenticated and delivered by the Trustee and issued by the Company in accordance with the provisions of this Indenture, delivered to and duly paid for by
the purchasers thereof, 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 except as the enforceability thereof may be limited by (i) bankruptcy, insolvency, reorganization, liquidation, moratorium, fraudulent transfer or similar laws affecting the enforcement
of creditors' rights generally and (ii) equitable principles of general applicability; and



	(d)
	the
Company has the corporate power to issue such Debt Securities and has duly taken all necessary corporate action with respect to such issuance 







        Such
Opinion of Counsel need express no opinion as to the enforceability of Section 7.06 or as to whether a court in the United States would render a money judgment in a currency
other than that of 


11







 



the
United States. Such counsel may rely on opinions of other counsel (copies of which shall be delivered to the Trustee), and, to the extent such opinion involves factual matters, such counsel may
rely upon certificates of officers of the Company and certificates of public officials. 


        The
Trustee shall have the right to decline to authenticate and deliver any Debt Securities under this Section 2.05 if the Trustee, being advised by counsel, determines that such
action may not lawfully be taken or if the Trustee in good faith by its board of directors or trustees, executive committee or a trust committee of directors, trustees or vice presidents shall
determine that such action would expose the Trustee to personal liability to existing Holders. 


        The
Trustee may appoint an authenticating agent reasonably acceptable to the Company to authenticate Debt Securities of any series. Unless limited by the terms of such appointment, an
authenticating agent may authenticate Debt Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An
authenticating agent has the same rights as any Registrar, paying agent or agent for service of notices and demands. 


        Unless
otherwise provided in the form of Debt Security for any series, each Debt Security shall be dated the date of its authentication. 


        SECTION
2.06. DENOMINATION OF DEBT SECURITIES. Unless otherwise provided in the form of Debt Security for any series, the Debt Securities of each series shall be issuable only as
Registered Securities in such denominations as shall be specified or contemplated by Section 2.03. In the absence of any such specification with respect to the Debt Securities of any series,
the Debt Securities of such series shall be issuable in denominations of $1,000 and any integral multiple thereof. 



        SECTION
2.07. REGISTRATION OF TRANSFER AND EXCHANGE. (a) The Company shall keep or cause to be kept a register for each series of Registered Securities issued hereunder
(hereinafter collectively referred to as the "Debt Security Register"), in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of
Registered Securities and the transfer of Registered Securities as in this Article II provided. At all reasonable times the Debt Security Register shall be open for inspection by the Trustee.
Subject to Section 2.15, upon due presentment for registration of transfer of any Registered Security at any office or agency to be maintained by the Company in accordance with the provisions
of Section 4.02, the Company shall execute and the Trustee shall authenticate and deliver in the name of the transferee or transferees a new Registered Security or Registered Securities of
authorized denominations for a like aggregate principal amount. 


        Unless
and until otherwise determined by the Company by resolution of the Board of Directors, the register of the Company for the purpose of registration, exchange or registration of
transfer of the Registered Securities shall be kept at the corporate trust office of the Trustee and, for this purpose, the Trustee shall be designated "Registrar". 


        Registered
Securities of any series (other than a Global Security) may be exchanged for a like aggregate principal amount of Registered Securities of the same series of other authorized
denominations. Subject to Section 2.15, Registered Securities to be exchanged shall be surrendered at the office or agency to be maintained by the Company as provided in Section 4.02,
and the Company shall execute and the Trustee shall authenticate and deliver in exchange therefor the Registered Security or Registered Securities which the Holder making the exchange shall be
entitled to receive. 


        (b) All
Registered Securities presented or surrendered for registration of transfer, exchange or payment shall (if so required by the Company, the Trustee or the Registrar) be
duly endorsed or be accompanied by a written instrument or instruments of transfer, in form satisfactory to the Company, the Trustee and the Registrar, duly executed by the Registered Holder or his
attorney duly authorized in writing. 


12









   
        All Debt Securities issued in exchange for or upon transfer of Debt Securities shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits
under this Indenture as the Debt Securities surrendered for such exchange or transfer. 


        No
service charge shall be made for any exchange or registration of transfer of Debt Securities (except as provided by Section 2.09), but the Company may require payment of a sum
sufficient to cover any tax or other governmental charge that may be imposed in relation thereto, other than those expressly provided in this Indenture to be made at the Company's own expense or
without expense or without charge to the Holders. 


        The
Company shall not be required (a) to issue, register the transfer of or exchange any Debt Securities for a period of 15 days next preceding any mailing of notice of redemption
of Debt Securities of such series or (b) to register the transfer of or exchange any Debt Securities selected, called or being called for redemption. 


        Prior
to the due presentation for registration of transfer of any Debt Security, the Company, the Trustee, any paying agent or any Registrar may deem and treat the Person in whose name a
Debt Security is registered as the absolute owner of such Debt Security for the purpose of receiving payment of principal of, and premium, if any, and interest on, such Debt Security and for all other
purposes whatsoever, whether or not such Debt Security is overdue, and none of the Company, the Trustee, any paying agent or Registrar shall be affected by notice to the contrary. The foregoing shall
not preclude the Trustee from relying on any proxy received from any registered Holder. 


        None
of the Company, the Trustee, any agent of the Trustee, any paying agent or any Registrar will have any responsibility or liability for any aspect of the records relating to, or
payments made on account of, beneficial ownership interests of a Global Security or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests. 



        SECTION
2.08. TEMPORARY DEBT SECURITIES. Pending the preparation of definitive Debt Securities of any series, the Company may execute and the Trustee shall authenticate and deliver
temporary Debt Securities (printed, lithographed, photocopied, typewritten or otherwise produced) of any authorized denomination, and substantially in the form of the definitive Debt Securities in
lieu of which they are issued, in registered form and with such omissions, insertions and variations as may be appropriate for temporary Debt Securities, all as may be determined by the Company with
the concurrence of the Trustee. Temporary Debt Securities may contain such reference to any provisions of this Indenture as may be appropriate. Every temporary Debt Security shall be executed by the
Company and be authenticated by the Trustee upon the same conditions and in substantially the same manner, and with like effect, as the definitive Debt Securities. 


        If
temporary Debt Securities of any series are issued, the Company will cause definitive Debt Securities of such series to be prepared without unreasonable delay. After the preparation
of definitive Debt Securities of such series, the temporary Debt Securities of such series shall be exchangeable for definitive Debt Securities of such series upon surrender of the temporary Debt
Securities of such series at the office or agency of the Company at a Place of Payment for such series, without charge to the Holder thereof, except as provided in Section 2.07 in connection
with a transfer, and upon surrender for cancellation of any one or more temporary Debt Securities of any series, the Company shall execute and the Trustee shall authenticate and deliver in exchange
therefor a like principal amount of definitive Debt Securities of the same series of authorized denominations and of like tenor. Until so exchanged, temporary Debt Securities of any series shall in
all respects be entitled to the same benefits under this Indenture as definitive Debt Securities of such series, except as otherwise specified as contemplated by Section 2.03(17) with respect
to the payment of interest on Global Securities in temporary form. 


        Upon
any exchange of a portion of a temporary Global Security for a definitive Global Security or for the individual Debt Securities represented thereby pursuant to Section 2.07
or this Section 2.08, the temporary Global Security shall be endorsed by the Trustee to reflect the reduction of the principal 


13







 



amount
evidenced thereby, whereupon the principal amount of such temporary Global Security shall be reduced for all purposes by the amount so exchanged and endorsed. 


        SECTION
2.09. MUTILATED, DESTROYED, LOST OR STOLEN DEBT SECURITIES. If (i) any mutilated Debt Security is surrendered to the Trustee at its corporate trust office (in the case of
Registered Securities) or (ii) the Company and the Trustee receive evidence to their satisfaction of the destruction, loss or theft of any Debt Security, and there is delivered to the Company
and the Trustee such security or indemnity as may be required by them to save each of them and any paying agent harmless, and neither the Company nor the Trustee receives notice that such Debt
Security has been acquired by a bona fide purchaser, then the Company shall execute and, upon a Company Order, the Trustee shall authenticate and deliver, in exchange for or in lieu of any such
mutilated, destroyed, lost or stolen Debt Security, a new Debt Security of the same series of like tenor, form, terms and principal amount, bearing a number not contemporaneously Outstanding. Upon the
issuance of any substituted Debt Security, 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 connected therewith. In case any Debt Security which has matured or is about to mature or which has been called for redemption shall become mutilated or be destroyed, lost or stolen, the
Company may, instead of issuing a substituted Debt Security, pay or authorize the payment of the same (without surrender thereof except in the case of a mutilated Debt Security) if the applicant for
such payment shall furnish the Company and the Trustee with such security or indemnity as either may require to save it harmless from all risk, however remote, and, in case of destruction, loss or
theft, evidence to the satisfaction of the Company and the Trustee of the destruction, loss or theft of such Debt Security and of the ownership thereof. 


        Every
substituted Debt Security of any series issued pursuant to the provisions of this Section 2.09 by virtue of the fact that any Debt Security is destroyed, lost or stolen
shall constitute an original additional contractual obligation of the Company, whether or not the destroyed, lost or stolen Debt Security shall be found at any time, and shall be entitled to all the
benefits of this Indenture equally and proportionately with any and all other Debt Securities of that series duly issued hereunder. All Debt Securities shall be held and owned upon the express
condition that the foregoing provisions are exclusive with respect to the replacement or payment of mutilated, destroyed, lost or stolen Debt Securities, and shall preclude any and all other rights or
remedies, notwithstanding any law or statute existing or hereafter enacted to the contrary with respect to the replacement or payment of negotiable instruments or other securities without their
surrender. 


        SECTION
2.10. CANCELLATION OF SURRENDERED DEBT SECURITIES. All Debt Securities surrendered for payment, redemption, registration of transfer or exchange shall, if surrendered to the
Company or any paying agent or a Registrar, be delivered to the Trustee for cancellation by it, or if surrendered to the Trustee, shall be canceled by it, and no Debt Securities shall be issued in
lieu thereof except as expressly permitted by any of the provisions of this Indenture. All canceled Debt Securities held by the Trustee shall be destroyed (subject to applicable record retention
requirements of the Exchange Act or other law that may be applicable) and certification of their destruction delivered to the Company, unless otherwise directed. On request of the Company, the Trustee
shall deliver to the Company canceled Debt Securities held by the Trustee. If the Company shall acquire any of the Debt Securities, however, such acquisition shall not operate as a redemption or
satisfaction of the indebtedness represented thereby unless and until the same are delivered or surrendered to the Trustee for cancellation. The Company may not issue new Debt Securities to replace
Debt Securities it has redeemed, paid or delivered to the Trustee for cancellation. 


        SECTION
2.11. PROVISIONS OF THE INDENTURE AND DEBT SECURITIES FOR THE SOLE BENEFIT OF THE PARTIES AND THE HOLDERS. Nothing in this Indenture or in the Debt Securities, expressed or
implied, shall give or be construed to give to any Person, other than the parties hereto, the Holders or any Registrar or paying agent, any legal or equitable right, remedy or claim 


14







 



under
or in respect of this Indenture, or under any covenant, condition or provision herein contained except as provided in Section 12 herein; all its covenants, conditions and provisions being
for the sole benefit of the parties hereto, the Holders and any Registrar and paying agents. 


        SECTION
2.12. PAYMENT OF INTEREST; RIGHTS PRESERVED. (a) Interest on any Registered Security that is payable and is punctually paid or duly provided for on any interest payment
date shall be paid to the Person in whose name such Registered Security is registered at the close of business on the regular record date for such interest notwithstanding the cancellation of such
Registered Security upon any transfer or exchange subsequent to the regular record date. Payment of interest on Registered Securities shall be made at the corporate trust office of the Trustee (except
as otherwise specified pursuant to Section 2.03), or at the option of the Company, by check mailed to the address of the Person entitled thereto as such address shall appear in the Debt Security
Register or, if provided
pursuant to Section 2.03 and in accordance with arrangements satisfactory to the Trustee, at the option of the Registered Holder by wire transfer to an account designated by the Registered
Holder. 


        (b) Subject
to the foregoing provisions of this Section 2.12 and Section 2.17, each Debt Security of a particular series delivered under this Indenture upon registration of
transfer of or in exchange for or in lieu of any other Debt Security of the same series shall carry the rights to interest accrued and unpaid, and to accrue, which were carried by such other Debt
Security. 


        SECTION
2.13. SECURITIES DENOMINATED IN FOREIGN CURRENCIES. 


        (a) Except
as otherwise specified pursuant to Section 2.03 for Registered Securities of any series, payment of the principal of, and premium, if any, and interest on,
Registered Securities of such series will be made in Dollars. 


        (b) For
the purposes of calculating the principal amount of Debt Securities of any series denominated in a Foreign Currency or in units of two or more Foreign Currencies for any
purpose under this Indenture, the principal amount of such Debt Securities at any time Outstanding shall be deemed to be the Dollar Equivalent of such principal amount as of the date of any such
calculation. 


        In
the event any Foreign Currency or currencies or units of two or more Currencies in which any payment with respect to any series of Debt Securities may be made ceases to be a freely
convertible Currency on United States Currency markets, for any date thereafter on which payment of principal of, or premium, if any, or interest on, the Debt Securities of a series is due, the
Company shall select the Currency of payment for use on such date, all as provided in the Debt Securities of such series. In such event, the Company shall, as provided in the Debt Securities of such
series, notify the Trustee of the Currency which it has selected to constitute the funds necessary to meet the Company's obligations or such payment date and of the amount of such Currency to be paid.
Such amount shall be determined as provided in the Debt Securities of such series. The payment to the Trustee with respect to such payment date shall be made by the Company solely in the Currency so
selected. 


        SECTION
2.14. WIRE TRANSFERS. Notwithstanding any other provision to the contrary in this Indenture, the Company may make any payment of monies required to be deposited with the Trustee
on account of principal of, or premium, if any, or interest on, the Debt Securities (whether pursuant to optional or mandatory redemption payments, interest payments or otherwise) by wire transfer of
immediately available funds to an account designated by the Trustee on or before the date such moneys are to be paid to the Holders of the Debt Securities in accordance with the terms hereof. 


        SECTION
2.15. SECURITIES ISSUABLE IN THE FORM OF A GLOBAL SECURITY. (a) If the Company shall establish pursuant to Sections 2.01 and 2.03 that the Debt Securities of a particular series
are to be issued in whole or in part in the form of one or more Global Securities, then the Company shall execute and the Trustee or its agent shall, in accordance with Section 2.05,
authenticate and deliver, such Global Security or Securities, which (i) shall represent, and shall be denominated in an amount equal to the aggregate principal amount of, the Outstanding Debt
Securities of such series 


15







 



to
be represented by such Global Security or Securities, or such portion thereof as the Company shall specify in an Officers' Certificate, (ii) shall be registered in the name of the Depositary
for such Global Security or securities or its nominee, (iii) shall be delivered by the Trustee or its agent to the Depositary or pursuant to the Depositary's instruction and (iv) shall
bear a legend substantially to the following effect: "Unless and until it is exchanged in whole or in part for the individual Debt Securities represented hereby, this Global Security may not be
transferred except as a whole by the Depositary to a nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or by the Depositary or any such
nominee to a successor Depositary or a nominee of such successor Depositary", or such other legend as may then be required by the Depositary for such Global Security or Securities. 


        (b) Notwithstanding
any other provision of this Section 2.15 or of Section 2.07 to the contrary, and subject to the provisions of paragraph (c) below, unless the
terms of a Global Security expressly permit such Global Security to be exchanged in whole or in part for definitive Debt Securities in registered form, a Global Security may be transferred, in whole
but not in part and in the manner provided in Section 2.07, only by the Depositary to a nominee of the Depositary for such Global Security, or by a nominee of the Depositary to the Depositary
or another nominee of the Depositary, or by the Depositary or a nominee of the Depositary to a successor Depositary for such Global Security selected or approved by the Company, or to a nominee of
such successor Depositary. 


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



        The
Company may at any time and in its sole discretion determine that the Debt Securities of any series or portion thereof issued or issuable in the form of one or more Global Securities
shall no longer be represented by such Global Security or Securities. In such event the Company will execute, and the Trustee, upon receipt of a Company Order for the authentication and delivery of
individual
Debt Securities of such series in exchange in whole or in part for such Global Security, will authenticate and deliver individual Debt Securities of such series of like tenor and terms in definitive
form in an aggregate principal amount equal to the principal amount of such series or portion thereof in exchange for such Global Security or Securities. 



        If
specified by the Company pursuant to Sections 2.01 and 2.03 with respect to Debt Securities issued or issuable in the form of a Global Security, the Depositary for such Global
Security may surrender such Global Security in exchange in whole or in part for individual Debt Securities of such series of like tenor and terms in definitive form on such terms as are acceptable to
the Company, the Trustee and such Depositary. Thereupon the Company shall execute, and the Trustee or its agent upon receipt of a Company Order for the authentication and delivery of definitive Debt
Securities of such series shall authenticate and deliver, without service charge, (1) to each Person specified by such Depositary a new Debt Security or Securities of the same series of like
tenor and terms and of any authorized denomination as requested by such Person in aggregate principal amount equal to and in exchange for such Persons beneficial interest in the Global Security; and
(2) to such Depositary a new Global Security of like tenor and terms and in an authorized denomination equal to the difference, if 


16







 



any,
between the principal amount of the surrendered Global Security and the aggregate principal amount of Debt Securities delivered to Holders thereof. 



        In
any exchange provided for in any of the preceding three paragraphs, the Company will execute and the Trustee or its agent will authenticate and deliver individual Debt Securities.
Upon the exchange of the entire principal amount of a Global Security for individual Debt Securities, such Global Security shall be canceled by the Trustee or its agent. Except as provided in the
preceding paragraph, Registered Securities issued in exchange for a Global Security pursuant to this Section 2.15 shall be registered in such names and in such authorized denominations as the
Depositary for such Global Security, pursuant to instructions from its direct or indirect participants or otherwise, shall instruct the Trustee or the Registrar. The Trustee or the Registrar shall
deliver such Registered Securities to the Persons in whose names such Registered Securities are so registered. 



        Payments
in respect of the principal of and interest on any Debt Securities registered in the name of the Depositary or its nominee will be payable to the Depositary or such nominee in
its capacity as the registered owner of such Global Security. The Company and the Trustee may treat the Person in whose name the Debt Securities, including the Global Security, are registered as the
owner thereof for the purpose of receiving such payments and for any and all other purposes whatsoever. None of the Company, the Trustee, any Registrar, the paying agent or any agent of the Company or
the Trustee will have any responsibility or liability for (a) any aspect of the records relating to or payments made on account of the beneficial ownership interests of the Global Security by
the Depositary or its nominee or any of the Depositary's direct or indirect participants, or for maintaining, supervising or reviewing any records of the Depositary, its nominee or any of its direct
or indirect participants relating to the beneficial ownership interests of the Global Security, (b) the payments to the beneficial owners of the Global Security of amounts paid to the
Depositary or its nominee, or (c) any other matter relating to the actions and practices of the Depositary, its nominee or any of its direct or indirect participants. None of the Company, the
Trustee or any such agent will be liable for any delay by the Depositary, its
nominee, or any of its direct or indirect participants in identifying the beneficial owners of the Debt Securities, and the Company and the Trustee may conclusively rely on, and will be protected in
relying on, instructions from the Depositary or its nominee for all purposes (including with respect to the registration and delivery, and the respective principal amounts, of the Debt Securities to
be issued). 


        SECTION
2.16. MEDIUM TERM SECURITIES. Notwithstanding any contrary provision herein, if all Debt Securities of a series are not to be originally issued at one time, it shall not be
necessary for the Company to deliver to the Trustee an Officers' Certificate, resolutions of the Board of Directors, supplemental indenture, Opinion of Counsel or written order or any other document
otherwise required pursuant to Section 2.01, 2.03, 2.05 or 13.05 at or prior to the time of authentication of each Debt Security of such series if such documents are delivered to the Trustee or
its agent at or prior to the authentication upon original issuance of the first such Debt Security of such series to be issued; PROVIDED, HOWEVER, that any subsequent request by the Company to the
Trustee to authenticate Debt Securities of such series upon original issuance shall constitute a representation and warranty by the Company (and, if requested by the Trustee, shall expressly state)
that, as of the date of such request, the statements made in the Officers' Certificate delivered pursuant to Section 2.05 or 13.05 shall be true and correct as if made on such date and that the
Opinion of Counsel delivered at or prior to such time of authentication of an original issuance of Debt Securities shall specifically state that it shall relate to all subsequent issuances of Debt
Securities of such series that are identical to the Debt Securities issued in the first issuance of Debt Securities of such series. 



        A
Company Order delivered by the Company to the Trustee in the circumstances set forth in the preceding paragraph may provide that Debt Securities which are the subject thereof will be
authenticated and delivered by the Trustee or its agent on original issue from time to time upon the telephonic or written order of Persons designated in such written order (any such telephonic
instructions to be promptly confirmed in writing by such Person) and that such Persons are authorized 


17







 



to
determine, consistent with the Officers' Certificate, supplemental indenture or resolution of the Board of Directors relating to such written order, such terms and conditions of such Debt
Securities as are specified in such Officers' Certificate, supplemental indenture or such resolution. 


        SECTION
2.17. DEFAULTED INTEREST. Any interest on any Debt Security of a particular series which is payable, but is not punctually paid or duly provided for, on the dates and in the
manner provided in the Debt Securities of such series and in this Indenture (herein called "Defaulted Interest") shall forthwith cease to be payable to the Registered Holder thereof on the relevant
record date by virtue of having been such Registered Holder, and such Defaulted Interest may be paid by the Company, at its election in each case (as between clauses (i) and (ii) below),
as provided in clause (i) or (ii) below: 



	(i)
	The
Company may elect to make payment of any Defaulted Interest to the Persons in whose names the Registered Securities of such series 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 such Registered 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 mailed, first class postage prepaid, to each Holder thereof at its address as it appears in the Security
Register, 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 Registered Securities of such series are registered at the close of business on such special record date.



	(ii)
	The
Company may make payment of any Defaulted Interest on the Registered Securities of such series in any other lawful manner not inconsistent with the requirements of
any securities exchange on which the Registered Securities of such series 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. 






        SECTION
2.18. JUDGMENTS. The Company may provide pursuant to Section 2.03 for Debt Securities of any series that (a) the obligation, if any, of the Company to pay the
principal of, and premium, if any, and interest on, the Debt Securities of any series in a Foreign Currency or Dollars (the "Designated Currency") as may be specified pursuant to Section 2.03
is of the essence and agrees that, to the fullest extent possible under applicable law, judgments in respect of Debt Securities of such series shall be given in the Designated Currency; (b) the
obligation of the Company to make payments in the Designated Currency of the principal of, and premium, if any, and interest on, such Debt Securities shall, notwithstanding any payment in any other
Currency (whether pursuant to a judgment or otherwise), be discharged only to the extent of the amount in the Designated Currency that the Holder receiving such payment may, in accordance with normal
banking procedures, purchase with the sum paid in such other Currency (after any premium and cost exchange) on the business day in the country of issue of the Designated Currency or in the
international banking community (in the case of 


18







 

a
composite currency) immediately following the day on which such Holder receives such payment; (c) if the amount in the Designated Currency that may be so purchased for any reason falls short
of the amount originally due, the Company shall pay such additional amounts as may be necessary to compensate for such shortfall; and (d) any obligation of the Company not discharged by such
payment shall be due as a separate and independent obligation and, until discharged as provided herein, shall continue in full force and effect. 


ARTICLE III  


REDEMPTION OF DEBT SECURITIES  


        SECTION 3.01. APPLICABILITY OF ARTICLE. The provisions of this Article shall be applicable to the Debt Securities of any series which are redeemable before their
Stated Maturity except as otherwise specified as contemplated by Section 2.03 for Debt Securities of such series. 


        SECTION
3.02. NOTICE OF REDEMPTION; SELECTION OF DEBT SECURITIES. In case the Company shall desire to exercise the right to redeem all or, as the case may be, any part of the Debt
Securities of any series, the Company shall fix a date for redemption and shall give notice of such redemption at least 30 and not more than 60 days prior to the date fixed for redemption to the
Holders of Debt Securities of such series so to be redeemed as a whole or in part, in the manner provided in Section 13.03. The notice if given in the manner herein provided shall be
conclusively presumed to have been duly given, whether or not the Holder receives such notice. In any case, failure to give such notice or any defect in the notice to the Holder of any Debt Security
of a series
designated for redemption as a whole or in part shall not affect the validity of the proceedings for the redemption of any other Debt Security of such series. 


        Each
such notice of redemption shall specify (i) the date fixed for redemption, (ii) the redemption price at which Debt Securities of such series are to be redeemed,
(iii) the Place or Places of Payment that payment will be made upon presentation and surrender of such Debt Securities, (iv) that any interest accrued to the date fixed for redemption
will be paid as specified in said notice, (v) that the redemption is for a sinking fund payment (if applicable), (vi) that, unless the Company defaults on making such redemption payment
or unless the Debt Securities of that series are subordinated pursuant to the terms of Article XII and the paying agent is prohibited from making such payment pursuant to the terms of this
Indenture, on and after said date any interest thereon or on the portions thereof to be redeemed will cease to accrue, (vii) that in the case of Original Issue Discount Securities original
issue discount accrued after the date fixed for redemption will cease to accrue, (viii) the terms of the Debt Securities of that series pursuant to which the Debt Securities of that series are
being redeemed and (ix) that no representation is made as to the correctness or accuracy of the CUSIP number, if any, listed in such notice or printed on the Debt Securities of that series. If
less than all the Debt Securities of a series are to be redeemed the notice of redemption shall specify the CUSIP numbers of the Debt Securities of that series to be redeemed. In case any Debt
Security of a series is to be redeemed in part only, the notice of redemption shall state the portion of the principal amount thereof to be redeemed and shall state that on and after the date fixed
for redemption, upon surrender of such Debt Security, a new Debt Security or Debt Securities of that series in principal amount equal to the unredeemed portion thereof. 


        At
least 60 days before the redemption date unless the Trustee consents to a shorter period, the Company shall give notice to the Trustee of the redemption date, the principal amount of
Debt Securities to be redeemed and the series and terms of the Debt Securities pursuant to which such redemption will occur. Such notice shall be accompanied by an Officers' Certificate and an Opinion
of Counsel from the Company to the effect that such redemption will comply with the conditions herein. If fewer than all the Debt Securities of a series are to be redeemed, the record date relating to
such redemption shall be selected by the Company and given to the Trustee, which record date shall be not less than 15 days after the date of notice to the Trustee. 


19







 



        Prior
to 10:00 am on the redemption date for any Registered Securities, 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) an amount of money in the Currency in which such Debt Securities are denominated (except as provided pursuant to Section 2.03) sufficient to pay the
redemption price of such Registered Securities or any portions thereof that are to be redeemed on that date. 


        If
less than all the Debt Securities of like tenor and terms of a series are to be redeemed (other than pursuant to mandatory sinking fund redemptions) the Trustee shall select, in such
manner as in its sole discretion it shall deem appropriate and fair, the Debt Securities of that series or portions thereof (in
multiples of $1,000) to be redeemed. In any case where more than one Registered Security of such series is registered in the same name, the Trustee in its discretion may treat the aggregate principal
amount so registered as if it were represented by one Registered Security of such series. The Trustee shall promptly notify the Company in writing of the Debt Securities selected for redemption and,
in the case of any Debt Securities selected for partial redemption, the principal amount thereof to be redeemed. If any Debt Security called for redemption shall not be so paid upon surrender thereof
on such redemption date, the principal, premium, if any, and interest shall bear interest until paid from the redemption date at the rate borne by the Debt Securities of that series. If less than all
the Debt Securities of unlike tenor and terms of a series are to be redeemed, the particular Debt Securities to be redeemed shall be selected by the Company. Provisions of this Indenture that apply to
Debt Securities called for redemption also apply to portions of Debt Securities called for redemption. 



        SECTION
3.03. PAYMENT OF DEBT SECURITIES CALLED FOR REDEMPTION. If notice of redemption has been given as provided in Section 3.02, the Debt Securities or portions of Debt
Securities of the series with respect to which such notice has been given shall become due and payable on the date and at the Place or Places of Payment stated in such notice at the applicable
redemption price, together with any interest accrued to the date fixed for redemption, and on and after said date (unless the Company shall default in the payment of such Debt Securities at the
applicable redemption price, together with any interest accrued to said date) any interest on the Debt Securities or portions of Debt Securities of any series so called for redemption shall cease to
accrue and any original issue discount in the case of Original Issue Discount Securities shall cease to accrue and such Debt Securities shall cease from and after the date fixed for redemption to be
entitled to any benefit or security under this Indenture, and the Holders thereof shall have no right in respect of such Debt Securities except the right to receive the redemption price thereof and
unpaid interest to the date fixed for redemption. On presentation and surrender of such Debt Securities at the Place or Places of Payment in said notice specified, the said Debt Securities or the
specified portions thereof shall be paid and redeemed by the Company at the applicable redemption price, together with any interest accrued thereon to the date fixed for redemption. 



        Any
Debt Security that is to be redeemed only in part shall be surrendered at the corporate trust office or such other office or agency of the Company as is specified pursuant to
Section 2.03, if the Company, the Registrar or the Trustee so requires, due endorsement by, or a written instrument of transfer in form satisfactory to the Company, the Registrar 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 Debt
Security without service charge, a new Debt Security or Debt Securities of the same series, of like tenor and form, 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 Debt Security so surrendered; except that if a Global Security is so surrendered, the Company shall execute, and the
Trustee shall authenticate and deliver to the Depositary for such Global Security, without service charge, a new Global Security in a denomination equal to and in exchange for the unredeemed portion
of the principal of the Global Security so surrendered. In the case of a Debt Security providing appropriate space for such notation, at the option of the Holder thereof, the Trustee, in lieu of
delivering a new Debt Security or Debt 


20







 



Securities
as aforesaid, may make a notation on such Debt Security of the payment of the redeemed portion thereof. 


        SECTION
3.04. MANDATORY AND OPTIONAL SINKING FUNDS. The minimum amount of any sinking fund payment provided for by the terms of Debt Securities of any series, resolution of the Board of
Directors or a supplemental indenture 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 Debt Securities of any
series, resolution of the Board of Directors or a supplemental indenture is herein referred to as an "optional sinking fund payment". 



        In
lieu of making all or any part of any mandatory sinking fund payment with respect to any Debt Securities of a series in cash, the Company may at its option (a) deliver to the
Trustee Debt Securities of that series theretofore purchased or otherwise acquired by the Company or (b) receive credit for the principal amount of Debt Securities of that series which have
been redeemed either at the election of the Company pursuant to the terms of such Debt Securities or through the application of permitted optional sinking fund payments pursuant to the terms of such
Debt Securities, resolution or supplemental indenture; PROVIDED, that such Debt Securities have not been previously so credited. Such Debt Securities shall be received and credited for such purpose by
the Trustee at the redemption price specified in such Debt Securities, resolution or supplemental indenture for redemption through operation of the sinking fund and the amount of such mandatory
sinking fund payment shall be reduced accordingly. 


        SECTION
3.05. REDEMPTION OF DEBT SECURITIES FOR SINKING FUND. Not less than 60 days prior to each sinking fund payment date for any series of Debt Securities, the Company will deliver to
the Trustee an Officers' Certificate (which need not contain the statements required by Section 13.05) specifying the amount of the next ensuing sinking fund payment for that series pursuant to
the terms of that series, any resolution or supplemental indenture, 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 Debt Securities of that series pursuant to this Section 3.05 (which Debt Securities, if not previously redeemed, will accompany such certificate) and whether the
Company intends to exercise its right to make any permitted optional sinking fund payment with respect to such series. Such certificate shall be irrevocable and upon its delivery the Company shall be
obligated to make the cash payment or payments therein referred to, if any, on or before the next succeeding sinking fund payment date. Failure of the Company to deliver such certificate (or to
deliver the Debt Securities specified in this paragraph) shall not constitute a Default, but such failure shall require that the sinking fund payment due on the next succeeding sinking fund payment
date for that series shall be paid entirely in cash and shall be sufficient to redeem the principal amount of such Debt Securities subject to a mandatory sinking fund payment without the option to
deliver or credit Debt Securities as provided in this Section 3.05 and without the right to make any optional sinking fund payment, if any, with respect to such series. 


        Any
sinking fund payment or payments (mandatory or optional) made in cash plus any unused balance of any preceding sinking fund payments made in cash which shall equal or exceed $50,000
(or a lesser sum if the Company shall so request) with respect to the Debt Securities of any particular series shall be applied by the Trustee on the sinking fund payment date on which such payment is
made (or, if such payment is made before a sinking fund payment date, on the sinking fund payment date following the date of such payment) to the redemption of such Debt Securities at the Redemption
Price specified in such Debt Securities, resolution or supplemental indenture for operation of the sinking fund together with any accrued interest to the date fixed for redemption. Any sinking fund
moneys not so applied or allocated by the Trustee to the redemption of Debt Securities shall be added to the next cash sinking fund payment received by the Trustee for such series and, together with
such payment, shall be applied in accordance with the provisions of this Section 3.05. Any and all sinking fund moneys with respect to the Debt Securities of any particular series held by the
Trustee on the last 


21







 



sinking
fund payment date with respect to Debt Securities of such series and not held for the payment or redemption of particular Debt Securities shall be applied by the Trustee, together with other
moneys, if necessary, to be deposited sufficient for the purpose, to the payment of the principal of the Debt Securities of that series at its Stated Maturity. 


        The
Trustee shall select the Debt Securities to be redeemed upon such sinking fund payment date in the manner specified in the last paragraph of Section 3.02 and the Company shall
cause notice of the redemption thereof to be given in the manner provided in Section 3.02 except that the notice of redemption shall also state that the Debt Securities are being redeemed by
operation of the sinking fund. Such notice having been duly given, the redemption of such Debt Securities shall be made upon the terms and in the manner stated in Section 3.03. 


        At
least one business day before each sinking fund payment date, the Company shall pay to the Trustee (or, if the Company is acting as its own paying agent, the Company shall segregate
and hold in trust) in cash a sum in the Currency in which the Debt Securities of such series are denominated (except as provided pursuant to Section 2.03) equal to any interest accrued to the
date fixed for redemption of Debt Securities or portions thereof to be redeemed on such sinking fund payment date pursuant to this Section 3.05. 



        The
Trustee shall not redeem any Debt Securities of a series with sinking fund moneys or mail any notice of redemption of such Debt Securities by operation of the sinking fund for such
series during the continuance of a Default in payment of interest on such Debt Securities or of any Event of Default (other than an Event of Default occurring as a consequence of this paragraph) with
respect to such Debt Securities, except that if the notice of redemption of any such Debt Securities shall theretofore have been mailed in accordance with the provisions hereof, the Trustee shall
redeem such Debt Securities if cash sufficient for that purpose shall be deposited with the Trustee for that purpose in accordance with the terms of this Article III. Except as aforesaid, any
moneys in the sinking fund for such series at the time when any such Default or Event of Default shall occur and any moneys thereafter paid into such sinking fund shall, during the continuance of such
Default or Event of Default, be held as security for the payment of such Debt Securities; PROVIDED, HOWEVER, that in case such Event of Default or Default shall have been cured or waived as provided
herein, such
moneys shall thereafter be applied on the next sinking fund payment date for such Debt Securities on which such moneys may be applied pursuant to the provisions of this Section 3.05. 


ARTICLE IV  


PARTICULAR COVENANTS OF THE COMPANY  


        Section
4.01. PAYMENT OF PRINCIPAL OF, AND PREMIUM, IF ANY, AND INTEREST ON, DEBT SECURITIES. The Company, for the benefit of each series of Debt Securities, will duly and punctually pay
or cause to be paid the principal of, and premium, if any, and interest on, each of the Debt Securities at the place, at the respective times and in the manner provided herein and in the Debt
Securities. Each installment of interest on the Debt Securities may at the Company's option be paid by mailing checks for such interest payable to the Person entitled thereto to the address of such
Person as it appears on the Debt Security Register maintained pursuant to Section 2.07 (a). 


        Principal,
premium and interest of Debt Securities of any series shall be considered paid on the date due if on such date the Trustee or any paying agent holds in accordance with this
Indenture money sufficient to pay in the Currency in which the Debt Securities of such series are denominated (except as provided pursuant to Section 2.03) all principal, premium and interest
then due and, in the case of Debt Securities subordinated pursuant to the terms of Article XII, the Trustee or such paying agent, as the case may be, is not prohibited from paying such money to
the Holders on that date pursuant to the terms of the Indenture. 


22









   
        The Company shall pay interest on overdue principal at the rate specified therefor in the Debt Securities and it shall pay interest on overdue installments of interest at the same rate
to the extent lawful. 


        SECTION
4.02. MAINTENANCE OF OFFICES OR AGENCIES FOR REGISTRATION OF TRANSFER, EXCHANGE AND PAYMENT OF DEBT SECURITIES. The Company will maintain in each Place of Payment for any series
of Debt Securities, an office or agency where Debt Securities of such series may be presented or surrendered for payment, where Debt Securities of such series may be surrendered for transfer or
exchange and where notices and demands to or upon the Company in respect of the Debt Securities of such series and this Indenture may be served. The Company will give prompt written notice to the
Trustee of the location, and any change in the location, of such office or agency. If at any time the Company 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 presentations, surrenders, notices and demands. 


        The
Company may also from time to time designate different or additional offices or agencies to be maintained for such purposes (in or outside of such Place of Payment), and may from
time to time rescind any such designation; PROVIDED, HOWEVER, that no such designation or rescission shall in any manner relieve the Company of its obligations described in the preceding paragraph.
The Company will give prompt written notice to the Trustee of any such additional designation or rescission of designation and any change in the Location of any such different or additional office or
agency. 


        SECTION
4.03. APPOINTMENT TO FILL A VACANCY IN THE OFFICE OF TRUSTEE. The Company, whenever necessary to avoid or fill a vacancy in the office of Trustee, will appoint, in the manner
provided in Section 7.08, a Trustee, so that there shall at all times be a Trustee hereunder with respect to each series of Debt Securities. 


        SECTION
4.04. DUTIES OF PAYING AGENTS, ETC. (a) The Company shall cause each paying agent, if any, other than the Trustee, to execute and deliver to the Trustee an instrument in
which such agent shall agree with the Trustee, subject to the provisions of this Section 4.04, 



	(i)
	that
it will hold all sums held by it as such agent for the payment of the principal of, and premium, if any, or interest on, the Debt Securities of any series (whether
such sums have been paid to it by the Company or by any other obligor on the Debt Securities of such series) in trust for the benefit of the Holders of the Debt Securities of such series;



	(ii)
	that
it will give the Trustee notice of any failure by the Company (or by any other obligor on the Debt Securities of such series) to make any payment of the principal
of and premium, if any, or interest on, the Debt Securities of such series when the same shall be due and payable; and



	(iii)
	that
it will at any time during the continuance of an Event of Default, upon the written request of the Trustee, forthwith pay to the Trustee all sums so held by it as
such agent. 




        (b) If
the Company shall act as its own paying agent, it will, on or before each due date of the principal of, and premium, if any, or interest on, the Debt Securities if any, of
any series, set aside, segregate and hold in trust for the benefit of the Holders of the Debt Securities of such series a sum sufficient to pay such principal, premium, if any, or interest so becoming
due. The Company will promptly notify the Trustee of any failure by the Company to take such action. 


        (c) Anything
in this Section 4.04 to the contrary notwithstanding, the Company may, at any time, for the purpose of obtaining a satisfaction and discharge with respect to
one or more or all series of Debt Securities, or for any other reason, pay or cause to be paid to the Trustee all sums held in trust 


23







 



by
it or any paying agent, as required by this Section 4.04, 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. 


        (d) Whenever
the Company shall have one or more paying agents with respect to any series of Debt Securities, it will, prior to each due date of the principal of, and premium, if
any, or interest on, any Debt Securities of such series, deposit with any such paying agent a sum sufficient to pay the principal, premium or interest so becoming due, such sum to be held in trust for
the benefit of the Persons entitled thereto, and (unless any such paying agent is the Trustee) the Company will promptly notify the Trustee of its action or failure so to act. 


        (e) Anything
in this Section 4.04 to the contrary notwithstanding, the agreement to hold sums in trust as provided in this Section 4.04 is subject to the provisions
of Section 11.05 


        SECTION
4.05. STATEMENT BY OFFICERS AS TO DEFAULT. The Company will deliver to the Trustee, on or before a date not more than 60 days after the end of each quarter and not more than four
months after the end of each fiscal year of the Company ending after the date hereof, an Officers' Certificate stating, as to each officer signing such certificate, that (i) in the course of
his performance of his duties as an officer of the Company he would normally have knowledge of any Default, (ii) whether or not to the best of his knowledge any Default occurred during such
year and (iii) if to the best of his knowledge the Company is in Default, specifying all such Defaults and what action the Company is taking or proposes to take with respect thereto. As of the
date hereof, the Company's fiscal year ends on December 31. The Company also shall comply with Section 314(a)(4) of the Trust Indenture Act. 



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


        SECTION
4.07. MAINTENANCE OF PROPERTIES. The Company will cause all properties used or useful in the conduct of its business to be maintained and kept in good condition, repair and
working order in all material respects 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 by the Company and its subsidiaries may be properly and advantageously conducted at all times; PROVIDED, HOWEVER, that nothing in this Section shall
prevent the Company or a Subsidiary from discontinuing the operation or maintenance of any of such properties if such discontinuance is, in the judgment of the Company, not materially detrimental to
the conduct of the business of the Company and its Subsidiaries, taken as a whole, and not disadvantageous in any material respect to the Holders. 


        SECTION
4.08. 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. 


ARTICLE V  


HOLDERS' LISTS AND REPORTS

BY THE COMPANY AND THE TRUSTEE  


        SECTION
5.01. COMPANY TO FURNISH TRUSTEE INFORMATION AS TO NAMES AND ADDRESSES OF HOLDERS; PRESERVATION OF INFORMATION. The Company covenants and 


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agrees
that it will furnish or cause to be furnished to the Trustee with respect to the Registered Securities of each series: 


        (a) not
more than 15 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 Registered Holders as of such record date, and 


        (b) 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 as of a date not more than 15 days prior
to the time such list is furnished; 


        PROVIDED,
HOWEVER, that so long as the Trustee shall be the Registrar, such lists shall not be required to be furnished. 


        The
Trustee shall preserve, in as current a form as is reasonably practicable, all information as to the names and addresses of the Holders (1) contained in the most recent list
furnished to it as provided in this Section 5.01 or (2) received by it in the capacity of paying agent or Registrar (if so acting) hereunder. 


        SECTION
5.02. COMMUNICATIONS TO HOLDERS. Holders may communicate pursuant to Section 312(b) of the Trust Indenture Act with other Holders with respect to their rights under
this Indenture or the Debt Securities. The Company, the Trustee, the Registrar and anyone else shall have the protection of Section 312(c) of the Trust Indenture Act. 


        SECTION
5.03. REPORTS BY COMPANY. (a) The Company shall comply with TIA Section 314(a). 



        (b) The
Company covenants and agrees to file with the Trustee and the Securities and Exchange Commission, in accordance with the rules and regulations prescribed from time
to time by said Commission, such additional information, documents, and reports with respect to compliance by the Company with the conditions and covenants provided for in this Indenture as may be
required from time to time by such rules and regulations. 


        Delivery
of such reports, information and documents to the Trustee is for informational purposes only and the Trustee's receipt of such shall not constitute constructive notice of any
information contained therein or determinable from information contained therein, including the Company's compliance with any of its covenants hereunder (as to which the Trustee is entitled to
conclusively rely exclusively on Officers' Certificates). 


        SECTION
5.04. 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 time and in the manner provided pursuant thereto. 


        Reports
pursuant to this Section 5.04 shall be transmitted by mail: 



	(1)
	to
all Registered Holders, as the names and addresses of such Holders appear in the Debt Security Register;



	(2)
	except
in the cases of reports under Section 313(b)(2) of the Trust Indenture Act, to each holder of a Debt Security of any series whose name and address appear in the
information preserved at the time by the Trustee in accordance with Section 5.02. 




        A
copy of each report at the time of its mailing to Holders shall be filed with the Securities and Exchange Commission and each stock exchange (if any) on which the Debt Securities of
any series are listed. The Company agrees to notify promptly the Trustee whenever the Debt Securities of any series become listed on any securities exchange and of any delisting thereof. 


25







 



        SECTION
5.05. RECORD DATES FOR ACTION BY HOLDERS. If the Company shall solicit from the Holders of Debt Securities of any series any 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 Company may, at its option, by resolution of the Board of Directors, fix in advance a record
date for the determination of Holders of Debt Securities entitled to take such action, but the Company shall have no obligation to do so. Any such record date shall be fixed at the Company's
discretion. If such a record date is fixed, such action may be sought or given before or after the record date, but only the Holders of Debt Securities of record at the close of business on such
record date shall be deemed to be Holders of Debt Securities for the purpose of determining whether Holders of the requisite proportion of Debt Securities of such series Outstanding have authorized or
agreed or consented to such action, and for that purpose the Debt Securities of such series Outstanding shall be computed as of such record date. 


ARTICLE VI  


REMEDIES OF THE TRUSTEE AND HOLDERS IN EVENT OF DEFAULT  


        SECTION
6.01. EVENTS OF DEFAULT. If any one or more of the following shall have occurred and be continuing with respect to Debt Securities of any series (each of the following, an "Event
of Default"): 


        (a) default
in the payment of any installment of interest upon any Debt Securities of that series as and when the same shall become due and payable, whether or not such payment
shall be prohibited by Article XII, if applicable, and continuance of such default for a period of 30 days; or 


        (b) default
in the payment of the principal of or premium, if any, on any Debt Securities of that series as and when the same shall become due and payable, whether at maturity,
upon redemption, by declaration, upon required repurchase or otherwise, whether or not such payment shall be prohibited by Article XII, if applicable; or 


        (c) default
in the payment of any sinking fund payment with respect to any Debt Securities of that series as and when the same shall become due and payable; or 


        (d) failure
on the part of the Company to comply with Article X; or 


        (e) failure
on the part of the Company duly to observe or perform any other of the covenants or agreements on the part of the Company in the Debt Securities of that series, in
this Indenture with respect to such series or in any supplemental indenture with respect to such series (other than a covenant a default in the performance of which is elsewhere in this
Section specifically dealt with), continuing for a period of 60 days after the date on which written notice specifying such failure and requiring the Company to remedy the same shall have 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 aggregate principal amount of the Debt Securities of that
series at the time Outstanding; or 


        (f) the
Company shall, pursuant to or within the meaning of any Bankruptcy Law, (i) voluntarily commence any case, (ii) consent to the entry of an order for relief
against it in an involuntary case, (iii) apply for or consent to the appointment of a receiver, trustee, custodian or similar official for the Company or for a substantial part of its property,
(iv) make a general assignment for the benefit of creditors or (v) take any comparable action under any foreign laws relating to insolvency; or 



        (g) the
entry of an order or decree under any Bankruptcy Law by a court having competent jurisdiction for (i) relief in respect of the Company or a substantial part of its
property, (ii) the appointment of a receiver, trustee, custodian or similar official for the Company or for a substantial part of its property or (iii) the winding-up or liquidation of
the Company; and such order or decree 


26







 



shall
continue unstayed and in effect for 60 consecutive days; or any similar relief is granted under any foreign laws and the order or decree stays in effect for 60 consecutive days; or 



        (h) any
other event of default provided under the terms of the Debt Securities of that series (as set forth in or pursuant to the applicable supplemental indenture or Officer's
Certificate establishing such terms, as provided in Section 2.03); 


then
and in each and every case that an Event of Default (other than an Event of Default specified in Section 6.01(f) or (g)) with respect to Debt Securities of that series at the time
outstanding occurs and is continuing, unless the principal of and interest on all the Debt Securities of that series shall have already become due and payable, either the Trustee or the Holders of not
less than 25% in aggregate principal amount of the Debt Securities of that series then Outstanding hereunder, by notice in writing to the Company (and to the Trustee if given by Holders), may declare
the principal of (or, if the Debt Securities of that series are original issue Discount Debt Securities, such portion of the principal amount as may be specified in the terms of that series), premium,
if any, and accrued and unpaid interest on all the Debt Securities of that series to be due and payable immediately, and upon any such declaration the same shall become and shall be immediately due
and payable, anything in this Indenture or in the Debt Securities of that series contained to the contrary notwithstanding. If an
Event of Default specified in Section 6.01(f) or (g) occurs, the principal amount of (or, if the Debt Securities of that series are original issue Discount Debt Securities, such portion
of the principal amount as may be specified in the terms of that series), premium, if any, and accrued and unpaid interest on all the Debt Securities of each series shall IPSO FACTO become and be
immediately due and payable without any declaration or other act on the part of the Trustee or any Holder. 


        The
Holders of a majority in principal amount of the Debt Securities of a particular series by notice to the Trustee may rescind an acceleration and its consequences if the rescission
would not conflict with any judgment or decree already rendered and if all existing Events of Default have been cured or waived except nonpayment of principal or interest that has become due solely
because of acceleration. Upon any such rescission, the parties hereto shall be restored respectively to their several positions and rights hereunder, and all rights, remedies and powers of the parties
hereto shall continue as though no proceeding had been taken. 


        In
case the Trustee or any Holder shall have proceeded to enforce any right under this Indenture and such proceedings shall have been discontinued or abandoned because of such rescission
or annulment or for any other reason or shall have been determined adversely to the Trustee or such Holder, then and in every such case the parties hereto shall be restored respectively to their
several positions and rights hereunder, and all rights, remedies and powers of the parties hereto shall continue as though no such proceeding had been taken. 



        The
foregoing Events of Default shall constitute Events of Default whatever the reason for any such Event of Default and whether it is voluntary or involuntary or is 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. 


        The
Company shall deliver to the Trustee, within 30 days after the occurrence thereof, written notice in the form of an Officers' Certificate of any event which with the giving of notice
and the lapse of time would become an Event of Default under clause (d), (e), (f), (g) or (h), its status and what action the Company is taking or proposes to take with respect thereto. 


27









   
        SECTION 6.02. COLLECTION OF INDEBTEDNESS BY TRUSTEE, ETC. If an Event of Default occurs and is continuing, the Trustee, in its own name and as trustee of an express trust, shall be
entitled and empowered to institute any action or proceedings at law or in equity for the collection of the sums so due and unpaid or enforce the performance of any provision of the Debt Securities of
the affected series or this Indenture, and may prosecute any such action or proceedings to judgment or final decree, and may enforce any such judgment or final decree against the Company or any other
obligor upon the Debt Securities of such series (and collect in the manner provided by law out of the property of the Company or any other obligor upon the Debt Securities of such series wherever
situated the moneys adjudged or decreed to be payable). 


        In
case there shall be pending proceedings for the bankruptcy or for the reorganization of the Company or any other obligor upon the Debt Securities of any series under any Bankruptcy
Law, or in case a receiver, trustee or other similar official shall have been appointed for a substantial part of its property, or in case of any other similar judicial proceedings relative to the
Company or any other obligor upon the Debt Securities of any series, its creditors or a substantial part of its property, 



        (a) the
Trustee, irrespective of whether the principal of Debt Securities of any series shall then be due and payable as therein expressed or by declaration or otherwise and
irrespective of whether the Trustee shall have made any demand pursuant to the provisions of this Section 6.02, shall be entitled and empowered, by intervention in such proceedings or
otherwise, (i) to file and prove a claim or claims for the whole amount of principal, premium, if any, and interest (or, if the Debt Securities of such series are Original Issue Discount Debt
Securities, such portion of the principal amount as may be specified in the terms of such series) owing and unpaid in respect of the Debt Securities of such series, (ii) to file such other
papers or documents as may be necessary or advisable in order to have the claims of the Trustee (including any claim for reasonable compensation to the Trustee, its agents, attorneys and counsel, and
for reimbursement of all expenses and liabilities Incurred, and all advances made, by the Trustee except as a result of its negligence, bad faith or willful misconduct) and of the Holders thereof
allowed in any such judicial proceedings relative to the Company, or any other obligor upon the Debt Securities of such series, its creditors or its property and (iii) to collect and receive
any moneys or other property payable or deliverable on any such claims, and to distribute all amounts received with respect to the claims of such Holders and of the Trustee on their behalf, and 



        (b) any
receiver, assignee or trustee in bankruptcy or reorganization is hereby authorized by each of such Holders to make payments to the Trustee, and, in the event that the
Trustee shall consent to the making of payments directly to such Holders, to pay to the Trustee such amount as shall be sufficient to cover reasonable compensation to the Trustee, its agents,
attorneys and counsel, and all other reasonable expenses and liabilities Incurred, and all advances made, by the Trustee except as a result of its negligence, bad faith or willful misconduct. 


        All
rights of action and of asserting claims under this Indenture, or under any of the Debt Securities, of any series, may be enforced by the Trustee without the possession of any such
Debt Securities or the production thereof in any trial or other proceedings relative thereto, and any such action or proceedings instituted by the Trustee shall be brought in its own name as trustee
of an express trust, and any recovery of judgment (except for any amounts payable to the Trustee pursuant to Section 7.06) shall be for the ratable benefit of the Holders of all the Debt
Securities in respect of which such action was taken. 


        In
case of an Event of Default hereunder the Trustee may proceed to protect and enforce the rights vested in it by this Indenture by such appropriate judicial proceedings as the Trustee
shall deem most effectual to protect and enforce any of such rights, either at law or in equity or in bankruptcy or otherwise, whether for the specific enforcement of any covenant or agreement
contained in this Indenture or in aid of the exercise of any power granted in this Indenture, or to enforce any other legal or equitable right vested in the Trustee by this Indenture or by law. 


28







 



        SECTION
6.03. APPLICATION OF MONEYS COLLECTED BY TRUSTEE. Any moneys or other property collected by the Trustee pursuant to Section 6.02 with respect to Debt Securities of any
series shall be applied, after giving effect to the provisions of Article XII, if applicable, in the order following, at the date or dates fixed by the Trustee for the distribution of such
moneys or other property, upon presentation of the several Debt Securities of such series in respect of which moneys or other property have been collected, and the notation thereon of the payment, if
only partially paid, and upon surrender thereof if fully paid: 


        FIRST:
To the payment of all money due the Trustee pursuant to Section 7.06 in connection with such series of Debt Securities in respect of which moneys or other property is collected; 


        SECOND:
In case the principal of the Outstanding Debt Securities in respect of which such moneys have been collected shall not have become due, to the payment of interest on the Debt
Securities of such series in the order of the maturity of the installments of such interest, with interest (to the extent that such interest has been collected by the Trustee) upon the overdue
installments of interest at the rate or Yield to Maturity (in the case of Original Issue Discount Debt Securities) borne by the Debt Securities of such series, such payments to be made ratably to the
Persons entitled thereto, without discrimination or preference; 


        THIRD:
In case the principal of the Outstanding Debt Securities in respect of which such moneys have been collected shall have become due, by declaration or otherwise, to the payment of
the whole amount then owing and unpaid upon the Debt Securities of such series for principal and premium, if any, and interest, with interest on the overdue principal and premium, if any, and (to the
extent that
such interest has been collected by the Trustee) upon overdue installments of interest at the rate or Yield to Maturity (in the case of Original Issue Discount Debt Securities) borne by the Debt
Securities of such series; and, in case such moneys shall be insufficient to pay in full the whole amount so due and unpaid upon the Debt Securities of such series, then to the payment of such
principal and premium, if any, and interest, without preference or priority of principal and premium, if any, over interest, or of interest over principal and premium, if any, or of any installment of
interest over any other installment of interest, or of any Debt Security of such series over any Debt Security of such series, ratably to the aggregate of such principal and premium, if any, and
interest; and 


        FOURTH:
The remainder, if any, shall be paid to the Company, its successors or assigns. 



        The
Trustee may fix a record date and payment date for any payment to Holders pursuant to this Section 6.03. At least 15 days before such record date, the Company shall mail to
each Holder and the Trustee a notice that states the record date, the payment date and amount to be paid. 


        SECTION
6.04. LIMITATION ON SUITS BY HOLDERS. No Holder of any Debt Security of any series shall have any right by virtue or by availing of any provision of this Indenture to institute
any action or proceeding at law or in equity or in bankruptcy or otherwise, upon or under or with respect to this Indenture, or for the appointment of a receiver or trustee, or for any other remedy
hereunder, unless (a) such Holder previously shall have given to the Trustee written notice of an Event of Default with respect to Debt Securities of that same series and of the continuance
thereof, (b) the Holders of not less than 25% in aggregate principal amount of the Outstanding Debt Securities of that series shall have made written request upon the Trustee to institute such
action or proceedings in respect of such Event of Default in its own name as Trustee hereunder and shall have offered to the Trustee such indemnity reasonably satisfactory to it as it may require
against the costs, expenses and liabilities to be Incurred therein or thereby, (c) the Trustee, for 60 days after its receipt of such notice, request and offer of indemnity shall have failed to
institute any such action or proceedings and (d) no direction inconsistent with such written request shall have been given to the Trustee pursuant to Section 6.06; it being understood
and intended, and being expressly covenanted by the Holder of every Debt Security with every other Holder and the Trustee, that no one or more Holders shall have any right in any manner whatever by
virtue or by availing of any provision of this Indenture to affect, disturb or 


29







 



prejudice
the rights of any Holders, or to obtain or seek to obtain priority over or preference to any other such Holder, or to enforce any right under this Indenture, except in the manner herein
provided and for the equal, ratable and common benefit of all such Holders. For the protection and enforcement of the provisions of this Section 6.04, each and every Holder and the Trustee
shall be entitled to such relief as can be given either at law or in equity. 


        Notwithstanding
any other provision in this Indenture, however, the right of any Holder of any Debt Security to receive payment of the principal of, and premium, if any, and (subject to
Section 2.12) interest on, such Debt Security on or after the respective due dates expressed in such Debt Security,
and to institute suit for the enforcement of any such payment on or after such respective dates, shall not be impaired or effected without the consent of such Holder. 



        SECTION
6.05. REMEDIES CUMULATIVE; DELAY OR OMISSION IN EXERCISE OF RIGHTS NOT A WAIVER OF DEFAULT. Except as provided in Section 6.04, all powers and remedies given by this
Article VI to the Trustee or to the Holders shall, to the extent permitted by law, be deemed cumulative and not exclusive of any thereof or of any other powers and remedies available to the
Trustee or the Holders, by judicial proceedings or otherwise, to enforce the performance or observance of the covenants and agreements contained in this Indenture, and no delay or omission of the
Trustee or of any Holder to exercise any right or power accruing upon any Default occurring and continuing as aforesaid, shall impair any such right or power, or shall be construed to be a waiver of
any such Default or an acquiescence therein; and, subject to the provisions of Section 6.04, every power and remedy given by this Article VI or by law to the Trustee or to the Holders may be
exercised from time to time, and as often as shall be deemed expedient, by the Trustee or by the Holders. 


        SECTION
6.06. RIGHTS OF HOLDERS OF MAJORITY IN PRINCIPAL AMOUNT OF DEBT SECURITIES TO DIRECT TRUSTEE AND TO WAIVE DEFAULT. The Holders of a majority in aggregate principal amount of the
Debt Securities of any series at the time Outstanding 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 Debt Securities of such series; PROVIDED, HOWEVER, that such direction shall not be otherwise than in accordance with law and the
provisions of this Indenture, and that subject to the provisions of Section 7.01, the Trustee shall have the right to decline to follow any such direction if the Trustee being advised by
counsel shall determine that the action so directed may not lawfully be taken, or if the Trustee shall by a Responsible Officer or officers determine that the action so directed would involve it in
personal liability or would be unjustly prejudicial to Holders of Debt Securities of such series not taking part in such direction; and PROVIDED FURTHER, HOWEVER, that nothing in this Indenture
contained shall impair the right of the Trustee to take any action deemed proper by the Trustee and which is not inconsistent with such direction by such Holders. Prior to the acceleration of the
maturity of the Debt Securities of any series, as provided in Section 6.01, the Holders of a majority in aggregate principal amount of the Debt Securities of that series at the time Outstanding
may on behalf of the Holders of all the Debt Securities of that series waive any past Default or Event of Default and its consequences for that series, except (i) a Default in the payment of
the principal of, and premium, if any, or interest on, any of the Debt Securities and (ii) a Default in respect of a provision that under Section 9.02 cannot be amended without the consent of
each Holder affected thereby and (iii) a Default in respect of a provision for the personal benefit or protection of the Trustee (without its consent). In case of any such waiver, such Default
shall cease to exist, any Event of Default arising therefrom shall be deemed to have been cured for every purpose of this Indenture, and the Company, the Trustee and the Holders of the Debt Securities
of that series shall be restored to their former positions and rights hereunder, respectively; but no such waiver shall extend to any subsequent or other Default or impair any right consequent
thereon. 


        SECTION
6.07. TRUSTEE TO GIVE NOTICE OF DEFAULTS KNOWN TO IT, BUT MAY WITHHOLD SUCH NOTICE IN CERTAIN CIRCUMSTANCES. The Trustee shall, within 90 days 


30







 



after
the occurrence of a Default known to it with respect to a series of Debt Securities give to the Holders thereof, in the manner provided in Section 13.03, notice of all Defaults with
respect to such series known to the Trustee, unless such Defaults shall have been cured or waived before the giving of such notice; PROVIDED that, except in the case of Default in the payment of the
principal of, or premium, if any, or interest on, any of the Debt Securities of such series or in the making of any sinking fund payment with respect to the Debt Securities of such series, the Trustee
shall be protected in withholding such notice if and so long as the board of directors, the executive committee or a committee of directors or Responsible Officers of the Trustee in good faith
determine that the withholding of such notice is in the interests of the Holders thereof. 


        SECTION
6.08. REQUIREMENT OF AN UNDERTAKING TO PAY COSTS IN CERTAIN SUITS UNDER THE INDENTURE OR AGAINST THE TRUSTEE. All parties to this Indenture agree, and each Holder of any Debt
Security by his acceptance thereof shall be deemed to have agreed, that any court may in its discretion require, in any suit for the enforcement of any right or remedy under this Indenture, or in any
suit against the Trustee for any action taken or omitted by it as Trustee, the filing by any party litigant in such suit of an undertaking to pay the costs of such suit in the manner and to the extent
provided in the Trust Indenture Act, and that such court may in its discretion assess reasonable costs, including reasonable attorneys' fees, against any party litigant in such suit, having due regard
to the merits and good faith of the claims or defenses made by such party litigant; but the provisions of this Section 6.08 shall not apply to any suit instituted by the Trustee, to any suit
instituted by any Holder, or group of Holders, holding in the aggregate more than ten percent in principal amount of the Outstanding Debt Securities of that series or to any suit instituted by any
Holder for the enforcement of the payment of the principal of, or premium, if any, or interest on, any Debt Security on or after the due date for such payment expressed in such Debt Security. 


ARTICLE VII  


CONCERNING THE TRUSTEE  


        SECTION
7.01. CERTAIN DUTIES AND RESPONSIBILITIES. The Trustee, prior to the occurrence of an Event of Default known to the Trustee and after the curing or waiving of all Events of
Default with respect to the Debt Securities of a series which may have occurred with respect to such series,
undertakes to perform such duties and only such duties as are specifically set forth in this Indenture. In case an Event of Default has occurred (which has not been cured or waived) with respect to
the Debt Securities of a series and is known to the Trustee, the Trustee shall exercise with respect to such series such of the rights and powers vested in it by this Indenture, and use the same
degree of care and skill in their exercise, as a prudent Person would exercise or use under the circumstances in the conduct of such Person's own affairs. 


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


        (a) this
subsection shall not be construed to limit the effect of the first paragraph of this Section 7.01; 


        (b) prior
to the occurrence of an Event of Default with respect to the Debt Securities of a series and after the curing or waiving of all Events of Default with respect to such
series which may have occurred: 



	(1)
	the
duties and obligations of the Trustee with respect to Debt Securities of any series shall be determined solely by the express provisions of this Indenture, and the Trustee shall
not be liable except for the performance of such duties and obligations with respect to such series as 



31







 


are
specifically set forth in this Indenture, and no implied covenants or obligations with respect to such series shall be read into this Indenture against the Trustee; and 



	(2)
	in
the absence of bad faith on the part of the Trustee, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein,
upon any certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture; but in the case of any such certificates or opinions which by any provision hereof are
specifically required to be furnished to the Trustee, the Trustee shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Indenture (but need not
confirm or investigate the accuracy of mathematical calculations or other facts stated therein);



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



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




        None
of the provisions of this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur any personal financial liability in the performance of any of its
duties hereunder, or in the exercise of any of its rights or powers, if there shall be 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
7.02. CERTAIN RIGHTS OF TRUSTEE. Except as otherwise provided in Section 7.01: 


        (a) the
Trustee may conclusively 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 or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties; 


        (b) any
request, direction, order or demand of the Company mentioned herein shall be sufficiently evidenced by a Company Order (unless other evidence in respect thereof be herein
specifically prescribed); and any resolution of the Board of Directors may be evidenced to the Trustee by a copy thereof certified by the Secretary or an Assistant Secretary of the Company; 


        (c) the
Trustee may consult with counsel of its selection and the advice of such counsel or any Opinion of Counsel shall be full and complete authorization and protection in
respect of any action taken or suffered or omitted by it hereunder in good faith and in accordance with such advice or Opinion of Counsel; 


        (d) the
Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request, order or direction of any of the Holders of
Debt Securities of any series pursuant to the provisions of this Indenture, unless such Holders shall have offered to the Trustee security or indemnity reasonably satisfactory to it against the costs,
expenses and liabilities which may be Incurred therein or thereby; 


32







 



        (e) subject
to Section 7.01, the Trustee shall not be liable for any action taken or omitted by it in good faith and reasonably believed by it to be authorized or within
the discretion or rights or powers conferred upon it by this Indenture; 


        (f) prior
to the occurrence of an Event of Default known to it and after the curing of all Events of Default which may have occurred, 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, approval 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 will be entitled to examine the books, records, and premises of the Company, personally or by agent or attorney at the sole cost of the Company and shall incur no liability or
additional liability of any kind by reason of such inquiry or investigation; 


        (g) 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 bad faith, misconduct or negligence on the part of any agent or attorney appointed by it with due care hereunder; 


        (h) if
any property other then cash shall at any time be subject to a Lien in favor of the Holders, the Trustee, if and to the extent authorized by a receivership or bankruptcy
court of competent jurisdiction or by the supplemental instrument subjecting such property to such Lien, may, but shall not be obligated to, make advances for the purpose of preserving such property
or of discharging tax Liens or other prior Liens or encumbrances thereon; 



        (i) 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, conclusively rely upon an Officers' Certificate; 


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



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


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


        (m) any
permissive right or power granted to the Trustee hereunder shall not be construed to be a duty; 


        (n) the
Trustee shall not be charged with notice or knowledge of any Default or Event of Default, other than an Event of Default described in Section 6.01(a), (b) or (c),
unless and except to the extent such Default or Event of Default is actually known to a Responsible Officer of the Trustee or written notice thereof is received by the Trustee at its corporate trust
office; and 


        (o) the
Trustee shall be entitled to require that any notice, request, direction or instruction provided to it pursuant to the terms of this Indenture shall be made or confirmed
to it in writing. 


33







 



        SECTION
7.03. TRUSTEE NOT LIABLE FOR RECITALS IN INDENTURE OR IN DEBT SECURITIES. The recitals contained herein and in the Debt Securities (except the Trustee's certificate of
authentication) shall be taken as the statements of the Company, and the Trustee assumes no responsibility for the correctness of the same. The Trustee makes no representations as to the validity or
sufficiency of this Indenture or of the Debt Securities of any series, except that the Trustee represents that it is duly authorized to execute and deliver this Indenture, authenticate the Debt
Securities and perform its obligations hereunder, and that the statements made by it or to be made by it in a Statement of Eligibility and Qualification on Form T-1 supplied to the Company are
true and accurate. The Trustee shall not be accountable for the use or application by the Company of any of the Debt Securities or of the proceeds thereof. 


        SECTION
7.04. TRUSTEE, PAYING AGENT OR REGISTRAR MAY OWN DEBT SECURITIES. The Trustee or any paying agent or Registrar, in its individual or any other capacity, may become the owner or
pledgee of Debt Securities and subject to the provisions of the Trust Indenture Act relating to conflicts of interest and preferential claims may otherwise deal with the Company with the same rights
it would have if it were not Trustee, paying agent or Registrar. 


        SECTION
7.05. MONEYS RECEIVED BY TRUSTEE TO BE HELD IN TRUST. Subject to the provisions of Section 11.05, all moneys received by the Trustee shall, until used or applied as herein
provided, be held in trust for the purposes for which they were received, but 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 moneys received by it hereunder. So long as no Event of Default shall have occurred and be continuing, all interest allowed on any such moneys shall be paid from time to time to the
Company upon a Company Order. 


        SECTION
7.06. COMPENSATION AND REIMBURSEMENT. The Company covenants and agrees to pay in Dollars to the Trustee from time to time, such compensation as the parties shall agree in writing
from time to time for all services rendered by it hereunder (which shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust), and, except as
otherwise expressly provided herein, the Company will pay or reimburse in Dollars the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee
in accordance with any of the provisions of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents, attorneys and counsel and of all Persons not
regularly in its employ) except any such expense, disbursement or advances as may arise from the Trustee's negligence, bad faith or willful misconduct The Company also covenants to indemnify in
Dollars the Trustee for, and to hold it harmless against, any loss, liability or expense, including taxes (other than taxes based upon the Trustee's income), Incurred without negligence, bad faith or
willful misconduct on the part of the Trustee, arising out of or in connection with the acceptance or administration of this trust or trusts hereunder or the exercise or performance of its powers or
duties hereunder, including the reasonable costs and expenses of defending itself against any claim (whether asserted by any Holder or any other Person other than the Company) or liability in
connection with the exercise or performance of any of its powers or duties hereunder. The Trustee shall notify the Company promptly of any claim for which it may seek indemnity. The Company may elect
to defend such claim and, in such case, the Trustee may have separate counsel. The obligations of the Company under this Section 7.06 to compensate and indemnify the Trustee and to hold it
harmless and to pay or reimburse the Trustee for expenses, disbursements and advances shall constitute additional indebtedness hereunder and shall survive the satisfaction and discharge of this
Indenture. The Company and the Holders agree that such additional indebtedness shall be secured by a Lien prior to that of the Debt Securities upon all property and funds held or collected by the
Trustee, as such, except funds held in trust for the payment of principal of, and premium, if any, or interest on, particular Debt Securities. 



        When
the Trustee incurs expenses or renders services after an Event of Default specified in Section 6.01(f) or (g) occurs, the expenses and the compensation for the
services are intended to 


34







 



constitute
expenses of administration under any bankruptcy, insolvency, reorganization or other similar law. 


        SECTION
7.07. RIGHT OF TRUSTEE TO RELY ON AN OFFICERS' CERTIFICATE WHERE NO OTHER EVIDENCE SPECIFICALLY PRESCRIBED. Except as otherwise provided in Section 7.01, whenever in the
administration of the provisions of this Indenture the Trustee shall deem it necessary or desirable that a matter be proved or established prior to taking or suffering or omitting any action
hereunder, such matter (unless other evidence in respect thereof be herein specifically prescribed) may, in the absence of negligence or bad faith on the part of the Trustee, be deemed to be
conclusively proved and established by an Officers' Certificate delivered to the Trustee and such certificate, in the absence of negligence or bad faith on the part of the Trustee, shall be full
warrant to the Trustee for any action taken, suffered or omitted by it under the provisions of this Indenture upon the faith thereof. 


        SECTION
7.08. SEPARATE TRUSTEE; REPLACEMENT OF TRUSTEE. The Company may, but need not, appoint a separate Trustee for any one or more series of Debt Securities. The Trustee may resign
with respect to one or more or all series of Debt Securities at any time by giving notice to the Company. The Holders of a majority in principal amount of the Debt Securities of a particular series
may remove the Trustee for such series and only such series by so notifying the Trustee and may appoint a successor Trustee. The Company shall remove the Trustee if: 



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



	(2)
	the
Trustee is adjudged bankrupt or insolvent;



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



	(4)
	the
Trustee otherwise becomes incapable of acting. 






        If
the Trustee resigns, is removed by the Company or by the Holders of a majority in principal amount of the Debt Securities of a particular series and such Holders do not reasonably
promptly appoint a successor Trustee, or if a vacancy exists in the office of Trustee for any reason (the Trustee in such event being referred to herein as the retiring Trustee), the Company shall
promptly appoint a successor Trustee. No resignation or removal of the Trustee and no appointment of a successor Trustee shall become effective until the acceptance of appointment by the successor
Trustee in accordance with the applicable requirements of this Section 7.08. 



        A
successor Trustee shall deliver a written acceptance of its appointment to the retiring Trustee and to the Company. Thereupon the resignation or removal of the retiring Trustee shall
become effective, and the successor Trustee shall have all the rights, powers and duties of the Trustee under this Indenture. The successor Trustee shall mail a notice of its succession to Holders of
Debt Securities of each applicable series. The retiring Trustee shall promptly transfer all property held by it as Trustee to the successor Trustee, subject to the Lien provided for in
Section 7.06. 


        If
a successor Trustee does not take office within 60 days after the retiring Trustee gives notice of resignation or is removed, the retiring Trustee (at the Company's expense) or the
Holders of 25% in principal amount of the Debt Securities of any applicable series may petition any court of competent jurisdiction for the appointment of a successor Trustee for the Debt Securities
of such series. 


        If
the Trustee fails to comply with Section 7.10, any Holder of Debt Securities of any applicable series may petition any court of competent jurisdiction for the removal of the
Trustee and the appointment of a successor Trustee for the Debt Securities of such series. 


        Notwithstanding
the replacement of the Trustee pursuant to this Section 7.08, the Company's obligations under Section 7.06 shall continue for the benefit of the retiring Trustee. 


35







 



        In
the case of the appointment hereunder of a separate or successor trustee with respect to the Debt Securities of one or more series, the Company, any retiring Trustee and each
successor or separate Trustee with respect to the Debt Securities of any applicable series shall execute and deliver an indenture supplemental hereto (1) which shall contain such provisions as
shall be deemed necessary or desirable to confirm that all the rights, powers, trusts and duties of any retiring Trustee with respect to the Debt Securities of any series as to which any such retiring
Trustee is not retiring shall continue to be vested in such retiring Trustee and (2) that 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 separate, retiring or successor
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. 


        SECTION
7.09. SUCCESSOR TRUSTEE BY MERGER. If the Trustee consolidates with, merges or converts into, or transfers all or substantially all of its corporate trust business or assets to,
another corporation or banking association, the resulting, surviving or transferee corporation or banking association without any further act shall be the successor Trustee, provided that such
successor shall be eligible and qualified in accordance with Section 7.10. 


        In
case at the time such successor or successors by merger, conversion or consolidation to the Trustee shall succeed to the trusts created by this Indenture any of the Debt Securities
shall have been authenticated but not delivered, any such successor to the Trustee may adopt the certificate of authentication of any predecessor trustee, and deliver such Debt Securities so
authenticated; and in case at that time any of the Debt Securities shall not have been authenticated, any successor to the Trustee may authenticate such Debt Securities either in the name of any
predecessor hereunder or in the name of the successor to the Trustee; and in all such cases such certificates shall have the full force which it is anywhere in the Debt Securities or in this Indenture
provided that the certificate of the Trustee shall have. 


        SECTION
7.10. ELIGIBILITY; DISQUALIFICATION. The Trustee shall at all times satisfy the requirements of Section 310(a) of the Trust Indenture Act. The Trustee shall have a
combined capital and surplus of at least $50,000,000, as set forth in its most recent published annual report of condition. No obligor upon the Debt Securities of a particular series or Person
directly or indirectly controlling, controlled by or under common control with such obligor shall serve as Trustee upon the Debt Securities of such series. The Trustee shall comply with
Section 310(b) of the Trust Indenture Act; PROVIDED, HOWEVER, that there shall be excluded from the operation of Section 310(b)(1) of the Trust Indenture Act this Indenture
or any indenture or indentures under which other securities or certificates of interest or participation in other securities of the Company are outstanding if the requirements for such exclusion set
forth in Section 310(b)(1) of the Trust Indenture Act are met. 


        SECTION
7.11. PREFERENTIAL COLLECTION OF CLAIMS AGAINST COMPANY. The Trustee shall comply with Section 311(a) of the Trust Indenture Act, excluding any creditor
relationship listed in Section 311(b) of the Trust Indenture Act. A Trustee who had resigned or been removed shall be subject to Section 311(a) of the Trust Indenture Act
to the extent indicated therein. 


        SECTION
7.12. COMPLIANCE WITH TAX LAWS. The Trustee hereby agrees to comply with all U.S. Federal income tax information reporting and withholding requirements applicable to it with
respect to payments of premium (if any) and interest on the Debt Securities, whether acting as Trustee, Security Registrar, paying agent or otherwise with respect to the Debt Securities. 


36







 


ARTICLE VIII  


CONCERNING THE HOLDERS  


        SECTION
8.01. EVIDENCE OF ACTION BY HOLDERS. Whenever in this Indenture it is provided that the Holders of a specified percentage in aggregate principal amount of the Debt 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 the provisions of
Section 5.02 or (c) by a combination of such instrument or instruments and any such record of such a meeting of Holders. 


        SECTION
8.02. PROOF OF EXECUTION OF INSTRUMENTS AND OF HOLDING OF DEBT SECURITIES. Subject to the provisions of Sections 7.01, 7.02 and 13.09, proof of the execution of any instrument by
a Holder or his agent or proxy shall be sufficient if made in accordance with such reasonable rules and regulations as may be prescribed by the Trustee or in such manner as shall be
satisfactory to the Trustee. 


        The
ownership of Registered Securities of any series shall be proved by the Debt Security Register or by a certificate of the Registrar for such series. 


        SECTION
8.03. WHO MAY BE DEEMED OWNER OF DEBT SECURITIES. Prior to due presentment for registration of transfer of any Registered Security, the Company, the Trustee, any paying agent and
any Registrar may deem and treat the Person in whose name any Registered Security shall be registered upon the books of the Company as the absolute owner of such Registered Security (whether or not
such Registered Security shall be overdue and notwithstanding any notation of ownership or other writing thereon) for the purpose of receiving payment of or on account of the principal of and premium,
if any, and (subject to Section 2.03) interest on such Registered Security and for all other purposes, and neither the Company nor the Trustee nor any paying agent nor any Registrar shall be
affected by any notice to the contrary; and all such payments so made to any such Holder for the time being, or upon his order, shall be valid and, to the extent of the sum or sums so paid, effectual
to satisfy and discharge the liability for moneys payable upon any such Registered Security. 


        None
of the Company, the Trustee, any paying agent or the Registrar will have any responsibility or liability for any aspect of the records relating to or payments made on account of
beneficial ownership interests in a Global Security or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests. 


        SECTION
8.04. INSTRUMENTS EXECUTED BY HOLDERS BIND FUTURE HOLDERS. At any time prior to (but not after) the evidencing to the Trustee, as provided in Section 8.01, of the taking
of any action by the Holders of the percentage in aggregate principal amount of the Debt Securities of any series specified in this Indenture in connection with such action and subject to the
following paragraph, any Holder of a Debt Security which is shown by the evidence to be included in the Debt Securities the Holders of which have consented to such action may, by filing written notice
with the Trustee at its corporate trust office and upon proof of holding as provided in Section 8.02, revoke such action so far as concerns such Debt Security. Except as aforesaid any such
action taken by the Holder of any Debt Security shall be conclusive and binding upon such Holder and upon all future Holders and owners of such Debt Security and of any Debt Security issued upon
transfer thereof or in exchange or substitution therefor, irrespective of whether or not any notation in regard thereto is made upon such Debt Security or such other Debt Securities. Any action taken
by the Holders of the 


37







 



percentage
in aggregate principal amount of the Debt Securities of any series specified in this Indenture in connection with such action shall be conclusively binding upon the Company, the Trustee and
the Holders of all the Debt Securities of such series. 


        The
Company may, but shall not be obligated to, fix a record date for the purpose of determining the Holders of Registered Securities entitled to give their consent or take any other
action required or permitted to be taken pursuant to this Indenture. If a record date is fixed, then notwithstanding the immediately preceding paragraph, those Persons who were Holders of Registered
Securities at such record date (or their duly designated proxies), and only those Persons, shall be entitled to give such consent or to revoke any consent previously given or to take any such action,
whether or not such Persons continue to be Holders of Registered Securities after such record date. No such consent shall be valid or effective for more than 120 days after such record date unless the
consent of the Holders of the percentage in aggregate principal amount of the Debt Securities of such series specified in this Indenture shall have been received within such 120-day period. 


ARTICLE IX  


SUPPLEMENTAL INDENTURES  


        SECTION
9.01. PURPOSES FOR WHICH SUPPLEMENTAL INDENTURE MAY BE ENTERED INTO WITHOUT CONSENT OF HOLDERS. The Company, when authorized by a resolution of the Board of Directors, and the
Trustee may from time to time and at any time, without the consent of Holders, enter into an indenture or indentures supplemental hereto (which shall conform to the provisions of the Trust Indenture
Act as in force at the date of the execution thereof) for one or more of the following purposes: 


        (a) to
evidence the succession pursuant to Article X of another Person to the Company, or successive successions, and the assumption by the Successor Company (as defined in
Section 10.01) of the covenants, agreements and obligations of the Company in this Indenture and in the Debt Securities; 


        (b) to
surrender any right or power herein conferred upon the Company, to add to the covenants of the Company such further covenants, restrictions, conditions or provisions for
the protection of the Holders of all or any series of Debt Securities (and if such covenants are to be for the benefit of less than all series of Debt Securities, stating that such covenants are
expressly being included solely for the benefit of such series) as the Board of Directors shall consider to be for the protection of the Holders of such Debt Securities, and to make the occurrence, or
the occurrence and continuance, of a Default in any of such additional covenants, restrictions, conditions or provisions a Default or an Event of Default permitting the enforcement of all or any of
the several remedies provided in this Indenture; PROVIDED, HOWEVER, that in respect of any such additional covenant, restriction, condition or provision such supplemental indenture may provide for a
particular period of grace after Default (which period may be shorter or longer than that allowed in the case of other Defaults) or may provide for an immediate enforcement upon such Default or may
limit the remedies available to the Trustee upon such Default or may limit the right of the Holders of a majority in aggregate principal amount of any or all series of Debt Securities to waive such
default; 


        (c) to
cure any ambiguity or to correct or supplement any provision contained herein, in any supplemental indenture or in any Debt Securities of any series that may be defective
or inconsistent with any other provision contained herein, in any supplemental indenture or in the Debt Securities of such series; to convey, transfer, assign, mortgage or pledge any property to or
with the Trustee, or to make such other provisions in regard to matters or questions arising under this Indenture provided that, in each case, such provisions shall not adversely affect the interests
of any Holders of Debt Securities of any series in any material respect; 


38







 



        (d) to
modify or amend this Indenture in such a manner as to permit the qualification of this Indenture or any indenture supplemental hereto under the Trust Indenture Act as then
in effect, except that nothing herein contained shall permit or authorize the inclusion in any indenture supplemental hereto of the provisions referred to in Section 316(a)(2) of the
Trust Indenture Act; 


        (e) to
add to or change any of the provisions of this Indenture to change or eliminate any restrictions on the payment of principal of, or premium, if any, or interest on,
Registered Securities; PROVIDED, that any such action shall not adversely affect the interests of the Holders of Debt Securities of any series in any material respect or permit or facilitate the
issuance of Debt Securities of any series in uncertificated form; 


        (f) to
comply with Article X; 


        (g) in
the case of any Debt Securities, if any, subordinated pursuant to Article XII, to make any change in Article XII that would limit or terminate the benefits
applicable to any holder of Senior Indebtedness (or Representatives therefor) under Article XII; 


        (h) to
add Guarantees with respect to the Debt Securities or to secure the Debt Securities; 


        (i) to
add to, change or eliminate any of the provisions of this Indenture in respect of one or more series of Debt Securities; PROVIDED, HOWEVER, that any such addition, change
or elimination not otherwise permitted under this Section 9.01 shall (i) neither (A) apply to any Debt Security of any series created prior to the execution of such supplemental
indenture and entitled to the benefit of such provision nor (B) modify the rights of the Holder of any such Debt Security with respect to such provision or (ii) shall become effective
only when there is no such Debt Security outstanding; 


        (j) to
evidence and provide for the acceptance of appointment hereunder by a successor or separate Trustee with respect to the Debt 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; 



        (k) to
establish the form or terms of Debt Securities of any series as permitted by Sections 2.01 and 2.03; and 


        (l) to
make any change not otherwise prohibited under the Trust Indenture Act that does not adversely affect the rights of any Holder of Debt Securities of any series in any
material respect. 


        The
Trustee is hereby authorized to join with the Company in the execution of any such supplemental indenture, to make any further appropriate agreements and stipulations which may be
therein contained and to accept the conveyance, transfer, assignment, mortgage or pledge of any property thereunder, but the Trustee shall not be obligated to enter into any such supplemental
indenture which affects the Trustee's own rights, duties, obligations, privileges or immunities under this Indenture or otherwise. 


        Any
supplemental indenture authorized by the provisions of this Section 9.01 may be executed by the Company and the Trustee without the consent of the Holders of any of the Debt
Securities at the time outstanding, notwithstanding any of the provisions of Section 9.02. 


        In
the case of any Debt Securities subordinated pursuant to Article XII, an amendment under this Section 9.01 may not make any change that adversely affects the rights
under Article XII of any holder of such Senior Indebtedness then Outstanding unless the holders of such Senior Indebtedness (or any group or Representative thereof authorized to give a consent)
consent to such change. 


        After
an amendment under this Section 9.01 becomes effective, the Company shall mail to Holders of Debt Securities of each series affected thereby a notice briefly describing such
amendment. The failure to give such notice to all such Holders, or any defect therein, shall not impair or affect the validity of an amendment under this Section 9.01. 


39







 



        SECTION
9.02. MODIFICATION OF INDENTURE WITH CONSENT OF HOLDERS OF DEBT SECURITIES. Without notice to any Holder but with the consent (evidenced as provided in Section 8.01) of
the Holders of not less than a majority in aggregate principal amount of the outstanding Debt Securities of each series affected by such supplemental indenture, the Company, when authorized by a
resolution of the Board of Directors, and the Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto (which shall conform to the provisions of the
Trust Indenture Act as in force at the date of execution thereof) for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of any
supplemental indenture or of modifying in any manner the rights of the Holders of the Debt Securities of such series; PROVIDED, that no such supplemental indenture, without the consent of the Holders
of each Debt Security so affected, shall (i) reduce the percentage in principal amount of Debt Securities of any series whose Holders must consent to an amendment; (ii) reduce the rate
of or extend the time for payment of interest on any Debt Security; (iii) reduce the principal of or extend the Stated Maturity of any Debt Security; (iv) reduce the premium payable upon
the redemption of any Debt Security or change the time at which any Debt Security may or shall be redeemed in accordance with Article III; (v) make any Debt Security payable in Currency
other than that stated in the Debt Security; (vi) in the case of any Debt Security subordinated pursuant to Article XII, make any change in Article XII that adversely affects the
rights of any Holder under Article XII; (vii) release any
security that may have been granted in respect of the Debt Securities; or (viii) make any change in Section 6.06 or this Section 9.02. 


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


        Upon
the request of the Company, accompanied by a copy of a resolution of the Board of Directors authorizing the execution of any such supplemental indenture, and upon the filing with
the Trustee of evidence of the consent of Holders as aforesaid, the Trustee shall join with the Company in the execution of such supplemental indenture unless such supplemental indenture affects the
Trustee's own rights, duties, obligations, privileges or immunities under this Indenture or otherwise, in which case the Trustee may, but shall not be obligated to, enter into such supplemental
indenture. 


        It
shall not be necessary for the consent of the Holders under this Section 9.02 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient
if such consent shall approve the substance thereof. 


        In
the case of any Debt Securities subordinated pursuant to Article XII, an amendment under this Section 9.02 may not make any change that adversely affects the rights
under Article XII of any holder of such Senior Indebtedness then Outstanding unless the holders of such Senior Indebtedness (or any group or Representative thereof authorized to give a consent)
consent to such change. 


        After
an amendment under this Section 9.02 becomes effective, the Company shall mail to Holders of Debt Securities of each series affected thereby a notice briefly describing such
amendment. The failure to give such notice to all such Holders, or any defect therein, shall not impair or affect the validity of an amendment under this Section 9.02. 


40









   
        SECTION 9.03. EFFECT OF SUPPLEMENTAL INDENTURES. Upon the execution of any supplemental indenture pursuant to the provisions of this Article IX, this Indenture shall be and be
deemed to be modified and amended in accordance therewith and the respective rights, limitations of rights, obligations, duties and immunities under this Indenture of the Trustee, the Company and the
Holders shall thereafter be determined, exercised and enforced hereunder subject in all respects to such modifications and amendments, and all the terms and conditions of any such supplemental
indenture shall be and be deemed to be part of the terms and conditions of this Indenture for any and all purposes. 


        The
Trustee, subject to the provisions of Sections 7.01 and 7.02, may require, and shall be entitled to receive and rely upon, an Officers' Certificate and an Opinion of Counsel as
conclusive evidence that any such supplemental indenture complies with the provisions of this Article IX. 


        SECTION
9.04. DEBT SECURITIES MAY BEAR NOTATION OF CHANGES BY SUPPLEMENTAL INDENTURES. Debt Securities of any series authenticated and delivered after the execution of any supplemental
indenture pursuant to the provisions of this Article IX 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. New Debt Securities of any series so modified as to conform, in the opinion of the Trustee and the Board of Directors, to any modification of this Indenture contained in any
such supplemental indenture may be prepared and executed by the Company, authenticated by the Trustee and delivered in exchange for the Debt Securities of such series then outstanding. Failure to make
the appropriate notation or to issue a new Debt Security of such series shall not affect the validity of such amendment. 


        SECTION
9.05. PAYMENT FOR CONSENT. Neither the Company nor any Affiliate of the Company shall, directly or indirectly, pay or cause to be paid any consideration, whether by way of
interest fee or otherwise, to any Holder for or as an inducement to any consent, waiver or amendment of any of the terms or provisions of this Indenture or the Debt Securities unless such
consideration is offered to be paid to all Holders that so consent, waive or agree to amend in the time frame set forth in solicitation documents relating to such consent, waiver or agreement. 


ARTICLE X  


CONSOLIDATION, MERGER, SALE OR CONVEYANCE  



        SECTION
10.01. CONSOLIDATIONS AND MERGERS OF THE COMPANY. The Company shall not, in a single transaction or through a series of related transactions, consolidate with or merge with or
into any Person or group of Persons, in a transaction in which it is not the surviving Corporation, or sell, assign, convey, transfer, lease or otherwise dispose of all or substantially all its assets
to any successor Person, or permit any of its Subsidiaries to enter into any such transaction or series of transactions, if such transactions, in the aggregate, would result in a sale, assignment,
conveyance, transfer, lease or disposition of all or substantially all of the assets of the Company and its Subsidiaries on a consolidated basis to any other Person or group of Persons unless:
(i) the resulting, surviving or transferee Person if other than the Company (the "Successor Company") shall be a corporation organized and existing under the laws of the United States, any
State thereof or the District of Columbia and the Successor Company shall expressly assume, by an indenture supplemental hereto, executed and delivered to the Trustee, in form satisfactory to the
Trustee, all the obligations of the Company under the Debt Securities according to their tenor, and this Indenture; (ii) immediately after giving effect to such transaction (and treating any
Indebtedness which becomes an obligation of the Successor Company or any Subsidiary of the Company as a result of such transaction as having been Incurred by the Successor Company or such Subsidiary
at the time of such transaction), no Default or Event of Default would occur or be continuing; and (iii) the Company shall have delivered 


41







 



to
the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer and such supplemental indenture (if any) comply with this Indenture. 


        SECTION
10.02. RIGHTS AND DUTIES OF SUCCESSOR CORPORATION. In case of any consolidation or merger, or conveyance or transfer of the assets of the Company as an entirety or virtually as
an entirety in accordance with Section 10.01, the Successor Company shall succeed to and be substituted for the Company, with the same effect as if it had been named herein as the party of the
first part, and the predecessor corporation shall be relieved of any further obligation under the Indenture and the Debt Securities. The Successor Company thereupon may cause to be signed, and may
issue either in its own name or in the name of the Company, any or all the Debt Securities issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee;
and, upon the order of the Successor Company, instead of the Company, and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee shall authenticate and shall
deliver any Debt Securities which previously shall have been signed and delivered by the officers of the Company to the Trustee for authentication, and any Debt Securities which the Successor Company
thereafter shall cause to be signed and delivered to the Trustee for that purpose. All the Debt Securities so issued shall in all respects have the same legal rank and benefit under this Indenture as
the Debt Securities theretofore or thereafter issued in accordance with the terms of this Indenture as though all such Debt Securities had been issued at the date of the execution hereof. 


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


ARTICLE XI  


SATISFACTION AND DISCHARGE OF INDENTURE;

DEFEASANCE; UNCLAIMED MONEYS  


        SECTION
11.01. APPLICABILITY OF ARTICLE. If, pursuant to Section 2.03, provision is made for the defeasance of Debt Securities of a series, then the provisions of this
Article XI relating to defeasance of Debt Securities shall be applicable except as otherwise specified pursuant to Section 2.03 for Debt Securities of such series. 



        SECTION
11.02. SATISFACTION AND DISCHARGE OF INDENTURE; DEFEASANCE. (a) If at any time (i) the Company shall have delivered to the Trustee for cancellation all Debt Securities of
any series theretofore authenticated and delivered (other than (1) any Debt Securities of such series which shall have been destroyed, lost or stolen and which shall have been replaced or paid
as provided in Section 2.09 and (2) Debt Securities for whose payment money has theretofore been deposited in trust and thereafter repaid to the Company as provided in
Section 11.05) or (ii) all Debt Securities of such series not theretofore delivered to the Trustee for cancellation shall have become due and payable, or are by their terms to become due
and payable within one year or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption, and the Company shall deposit with
the Trustee as trust funds the entire amount in the Currency in which such Debt Securities are denominated (except as otherwise provided pursuant to Section 2.03) sufficient to pay at maturity
or upon redemption all Debt Securities of such series not theretofore delivered to the Trustee for cancellation, including principal and premium, if any, and interest due or to become due on such date
of maturity or redemption date, as the case may be, and if in either case the Company shall also pay or cause to be paid all other sums payable hereunder by the Company, then this Indenture shall
cease to be of further effect (except as to any surviving rights of registration of transfer or exchange of such Debt Securities herein expressly provided for and rights to receive payments of
principal of, and premium, if any, and interest on, such Debt Securities and the Company's right of optional redemption, if any) with respect to the Debt Securities of such series, and the Trustee, 


42







 



on
demand of the Company accompanied by an Officers' Certificate and an Opinion of Counsel and at the cost and expense of the Company, shall execute proper instruments acknowledging satisfaction of
and discharging this Indenture. 


        (b) In
addition to the rights of the Company pursuant to Section 11.02(a), but subject to Sections 11.02(c), 11.03 and 11.07, the Company at any time may terminate, with respect
to Debt Securities of a particular series, (i) all its obligations under the Debt Securities of such series and this Indenture with respect to the Debt Securities of such series ("legal defeasance
option") or (ii) its obligations with respect to the Debt Securities of such series under clause (ii) of Section 10.01 and the related operation of
Section 6.01(d) and the operation of Sections 6.01(e) ("covenant defeasance option"). The Company may exercise its legal defeasance option notwithstanding its prior exercise of
its covenant defeasance option. 


        If
the Company exercises its legal defeasance option, payment of the Debt Securities of the defeased series may not be accelerated because of an Event of Default. If the Company
exercises its covenant defeasance option, payment of the Debt Securities of the defeased series may not be accelerated because of an Event of Default specified in Sections 6.01(d) and
(e) (except to the extent covenants or agreements referenced in such Sections remain applicable). 


        Upon
satisfaction of the conditions set forth herein and upon request of the Company, the Trustee shall acknowledge in writing the discharge of those obligations that the Company
terminates. 


        (c) Notwithstanding
clauses (a) and (b) above, the Company's obligations in Sections 2.07, 2.09, 4.02, 4.04, 5.01, 7.06, 7.08, 11.06 and 11.07 shall survive until
the Debt Securities of the defeased series have been paid in full. Thereafter, the Company's obligations in Sections 7.06, 11.06 and 11.07 shall survive. 


        SECTION
11.03. CONDITIONS OF DEFEASANCE. The Company may exercise its legal defeasance option or its covenant defeasance option with respect to Debt Securities of a particular series
only if: 



	(1)
	the
Company irrevocably deposits in trust with the Trustee money or U.S. Government Obligations for the payment of principal of, and premium, if any, and interest on, the Debt
Securities of such series to maturity or redemption, as the case may be;



	(2)
	the
Company delivers to the Trustee a certificate from a nationally recognized firm of independent accountants that in their belief the payments of principal and interest when due and
without reinvestment on the deposited U.S. Government Obligations plus any deposited money without investment will provide cash at such times and in such amounts as will be sufficient to pay the
principal, premium and interest when due on all the Debt Securities of such series to maturity or redemption, as the case may be;



	(3)
	123
days pass after the deposit is made and during the 123-day period no Default specified in Section 6.01(f) or (g) with respect to the Company occurs which is
continuing at the end of the period;



	(4)
	the
deposit does not constitute a default under any other agreement binding on the Company and, if the Debt Securities of such series are subordinated pursuant to Article XII,
is not prohibited by Article XII;



	(5)
	the
Company delivers to the Trustee an Opinion of Counsel to the effect that the trust resulting from the deposit does not constitute, or is qualified as, a regulated investment
company under the Investment Company Act of 1940;



	(6)
	in
the event of the legal defeasance option, the Company shall have delivered to the Trustee an Opinion of Counsel stating that (i) the Company has received from the Internal
Revenue 



43







 


Service
a ruling, or (ii) since the date of this Indenture there has been a change in the applicable Federal income tax law, in either case of the effect that, and based thereon such Opinion of
Counsel shall confirm that, the Holders of Debt Securities of such series will not recognize income, gain or loss for Federal income tax purposes as a result of such defeasance and will be subject to
Federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such defeasance had not occurred; 



	(7)
	in
the event of the covenant defeasance option, the Company shall have delivered to the Trustee an Opinion of Counsel to the effect that the Holders of Debt Securities of such series
will not recognize income, gain or loss for Federal income tax purposes as a result of such covenant defeasance and will be subject to Federal income tax on the same amounts, in the same manner and at
the same times as would have been the case if such covenant defeasance had not occurred; and



	(8)
	the
Company delivers to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that all conditions precedent to the defeasance and discharge of the Debt
Securities of such series as contemplated by this Article XI have been complied with. 




        Before
or after a deposit, the Company may make arrangements satisfactory to the Trustee for the redemption of Debt Securities of such series at a future date in accordance with
Article III. 


        SECTION
11.04. APPLICATION OF TRUST MONEY. The Trustee shall hold in trust money or U.S. Government Obligations deposited with it pursuant to this Article XI. It shall apply the
deposited money and the money from U.S. Government Obligations through any paying agent and in accordance with this Indenture to the payment of principal of, and premium, if any, and interest on, the
Debt Securities of the defeased series. In the event the Debt Securities of the defeased series are subordinated pursuant to Article XII, money and securities so held in trust are not subject
to Article XII. 


        SECTION
11.05. REPAYMENT TO COMPANY. The Trustee and any paying agent shall promptly turn over to the Company upon request any excess money or securities held by them at any time. 


        Subject
to any applicable abandoned property law, the Trustee and any paying agent shall pay to the Company upon request any money held by them for the payment of principal, premium or
interest that remains unclaimed for two years, and, thereafter, Holders entitled to such money must look to the Company for payment as general creditors. 


        SECTION
11.06. INDEMNITY FOR U.S. GOVERNMENT OBLIGATIONS. The Company shall pay and shall indemnify the Trustee and the Holders against any tax, fee or other charge imposed on or
assessed against deposited U.S. Government Obligations or the principal and interest received on such U.S. Government Obligations. 


        SECTION
11.07. REINSTATEMENT. If the Trustee or any paying agent is unable to apply any money or U.S. Government Obligations in accordance with this Article XI by reason of any
legal proceeding or by reason of any order or judgment of any court or government authority, in either case enjoining, restraining or otherwise prohibiting such application, the Company's obligations
under this Indenture and the Debt Securities of the defeased series shall be revived and reinstated as though no deposit had occurred pursuant to this Article XI until such time as the Trustee
or any paying agent is permitted to apply all such money or U.S. Government Obligations in accordance with this Article XI. 


44







 


ARTICLE XII  


SUBORDINATION OF DEBT SECURITIES  


        SECTION
12.01. APPLICABILITY OF ARTICLE; AGREEMENT TO SUBORDINATE. The provisions of this Article XII shall be applicable to the Debt Securities of any series (Debt Securities of
such series referred to in this Article XII as "Subordinated Debt Securities") designated, pursuant to Section 2.03, as subordinated to Senior Indebtedness. Each Holder by accepting a
Subordinated Debt Security agrees that the Indebtedness evidenced by such Subordinated Debt Security is subordinated in right of payment, to the extent and in the manner provided in this
Article XII, to the prior payment of all Senior Indebtedness and that the subordination is for the benefit of and enforceable by the holders of Senior Indebtedness. All provisions of this
Article XII shall be subject to Section 12.12. 


        SECTION
12.02. LIQUIDATION, DISSOLUTION, BANKRUPTCY. Upon any payment or distribution of the assets of the Company to creditors upon a total or partial liquidation or a total or partial
dissolution of the Company or in a bankruptcy, reorganization, insolvency, receivership or similar proceeding relating to the Company or a substantial part of its property: 



	(1)
	holders
of Senior Indebtedness shall be entitled to receive payment in full in cash of the Senior Indebtedness (including interest (if any), accruing on or after the commencement of a
proceeding in bankruptcy, whether or not allowed as a claim against the Company in such bankruptcy proceeding) before Holders of Subordinated Debt Securities shall be entitled to receive any payment
of principal of, or premium, if any, or interest on, the Subordinated Debt Securities; and



	(2)
	until
the Senior Indebtedness is paid in full, any distribution to which Holders of Subordinated Debt Securities would be entitled but for this Article XII shall be made to
holders of Senior Indebtedness as their interests may appear, except that such Holders may receive shares of stock of the Company and any debt securities that are subordinated to Senior Indebtedness
to at least the same extent as the Subordinated Debt Securities. 






        SECTION
12.03. DEFAULT ON SENIOR INDEBTEDNESS. The Company may not pay the principal of, or premium, if any, or interest on, the Subordinated Debt Securities or make any deposit pursuant
to Article XI and may not repurchase, redeem or otherwise retire (except, in the case of Subordinated Debt Securities that provide for a mandatory sinking fund pursuant to Section 3.04,
by the delivery of Subordinated Debt Securities by the Company to the Trustee pursuant to the first paragraph of Section 3.05) any Debt Securities (collectively, "pay the Subordinated Debt
Securities") if (i) any principal, premium or interest in respect of Senior Indebtedness is not paid within any applicable grace period (including at maturity) or (ii) any other default
on Senior Indebtedness occurs and the maturity of such Senior Indebtedness is accelerated in accordance with its terms unless, in either case, (x) the default has been cured or waived and any such
acceleration has been rescinded or (y) such Senior Indebtedness has been paid in full in cash; PROVIDED, HOWEVER, that the Company may pay the Subordinated Debt Securities without regard to the
foregoing if the Company and the Trustee receive written notice approving such payment from the Representative of each issue of Designated Senior Indebtedness. During the continuance of any default
(other than a default described in clause (i) or (ii) of the preceding sentence) with respect to any Designated Senior Indebtedness pursuant to which the maturity thereof may be accelerated
immediately without further notice (except such notice as may be required to effect such acceleration) or the expiration of any applicable grace periods, the Company may not pay the Subordinated Debt
Securities for a period (a "Payment Blockage Period") commencing upon the receipt by the Company and the Trustee of written notice of such default from the Representative of any Designated Senior
Indebtedness specifying an election to effect a Payment Blockage Period (a "Blockage Notice") and ending 179 days thereafter (or earlier if such Payment Blockage Period is terminated (i) by
written notice to the Trustee and the Company from 


45







 

the
Person or Persons who gave such Blockage Notice, (ii) by repayment in full in cash of such Designated Senior Indebtedness or (iii) because the default giving rise to such Blockage Notice is
no longer continuing). Subject to the provisions contained in the first sentence of this Section 12.03, unless the holders of such Designated Senior Indebtedness or the Representative of such
holders shall have accelerated the maturity of such Designated Senior Indebtedness, the Company may resume payments on the Subordinated Debt Securities after such Payment Blockage Period. Not more
than one Blockage Notice may be given in any consecutive 360-day period, irrespective of the number of defaults with respect to any number of issues of Senior Indebtedness during such period. For
purposes of this Section 12.03, no default or event of default which existed or was continuing on the date of the commencement of any Payment Blockage Period with respect to the Designated
Senior Indebtedness initiating such Payment Blockage Period shall be, or be made, the basis of the commencement of a subsequent Payment Blockage Period by the Representative of such Designated Senior
Indebtedness, whether or not within a period of 360 consecutive days, unless such default or event of default shall have been cured or waived for a period of not less than 90 consecutive days. 


        SECTION
12.04. ACCELERATION OF PAYMENT OF DEBT SECURITIES. If payment of the Subordinated Debt Securities is accelerated because of an Event of Default, the Company or the Trustee shall
promptly notify the holders of the Designated Senior Indebtedness (or their Representatives) of the acceleration. 



        SECTION
12.05. WHEN DISTRIBUTION MUST BE PAID OVER. If a distribution is made to Holders of Subordinated Debt Securities that because of this Article XII should not have been made
to
them, the Holders who receive such distribution shall hold it in trust for holders of Senior Indebtedness and pay it over to them as their interests may appear. 


        SECTION
12.06. SUBROGATION. After all Senior Indebtedness is paid in full and until the Subordinated Debt Securities are paid in full, Holders thereof shall be subrogated to the rights
of holders of Senior Indebtedness to receive distributions applicable to Senior Indebtedness. A distribution made under this Article XII to holders of Senior Indebtedness which otherwise would
have been made to Holders of Subordinated Debt Securities is not, as between the Company and such Holders, a payment by the Company on Senior Indebtedness. 


        SECTION
12.07. RELATIVE RIGHTS. This Article XII defines the relative rights of Holders of Subordinated Debt Securities and holders of Senior Indebtedness. Nothing in this
Indenture shall: 



	(1)
	impair,
as between the Company and Holders of either Subordinated Debt Securities or Debt Securities, the obligation of the Company, which is absolute and unconditional, to pay
principal of, and premium, if any, and interest on, the Subordinated Debt Securities and the Debt Securities in accordance with their terms; or



	(2)
	prevent
the Trustee or any Holder of either Subordinated Debt Securities or Debt Securities from exercising its available remedies upon a Default, subject to the rights of holders of
Senior Indebtedness to receive distributions otherwise payable to Holders of Subordinated Debt Securities. 




        SECTION
12.08. SUBORDINATION MAY NOT BE IMPAIRED BY COMPANY. No right of any holder of Senior Indebtedness to enforce the subordination of the Indebtedness evidenced by the Subordinated
Debt Securities shall be impaired by any act or failure to act by the Company or by its failure to comply with this Indenture. 



        SECTION
12.09. RIGHTS OF TRUSTEE AND PAYING AGENT. Notwithstanding Section 12.03, the Trustee or any paying agent may continue to make payments on Subordinated Debt Securities and
shall not be charged with knowledge of the existence of facts that would prohibit the making of any such payments unless, not less than two business days prior to the date of such payment, a
Responsible Officer of the Trustee receives written notice satisfactory to it that payments may not be made under 


46







 



this
Article XII. The Company, the Registrar, any paying agent, a Representative or a holder of Senior Indebtedness may give the notice; PROVIDED, HOWEVER, that, if an issue of Senior
Indebtedness has a Representative, only the Representative may give the notice. 


        The
Trustee in its individual or any other capacity may hold Senior Indebtedness with the same rights it would have if it were not Trustee. The Registrar and any paying agent may do the
same with like rights. The Trustee shall be entitled to all the rights set forth in this Article XII with respect to any Senior Indebtedness which may at any time be held by it, to the same
extent as any other holder of Senior Indebtedness; and nothing in Article VII shall deprive the Trustee of any of its rights as such holder. 



        Nothing
in this Article XII shall apply to claims of, or payments to, the Trustee under or pursuant to Section 7.06. 


        SECTION
12.10. DISTRIBUTION OR NOTICE TO REPRESENTATIVE. Whenever a distribution is to be made or a notice given to holders of Senior Indebtedness, the distribution may be made and the
notice given to their Representative (if any). 


        SECTION
12.11. ARTICLE XII NOT TO PREVENT DEFAULTS OR LIMIT RIGHT TO ACCELERATE. The failure to make a payment pursuant to the Debt Securities by reason of any provision in this
Article XII shall not be construed as preventing the occurrence of a Default. Nothing in this Article XII shall have any effect on the right of the Holders or the Trustee to accelerate
the maturity of either the Subordinated Debt Securities or the Debt Securities, as the case may be. 


        SECTION
12.12. TRUST MONEYS NOT SUBORDINATED. Notwithstanding anything contained herein to the contrary, payments from money or the proceeds of U.S. Government Obligations held in trust
under Article XI by the Trustee for the payment of principal of, and premium, if any, and interest on, the Subordinated Debt Securities or the Debt Securities shall not be subordinated to the
prior payment of any Senior Indebtedness or subject to the restrictions set forth in this Article XII, and none of the Holders thereof shall be obligated to pay over any such amount to the
Company or any holder of Senior Indebtedness of the Company or any other creditor of the Company. 


        SECTION
12.13. TRUSTEE ENTITLED TO RELY. Upon any payment or distribution pursuant to this Article XII, the Trustee and the Holders shall be entitled to rely (i) upon any
order or decree of a court of competent jurisdiction in which any proceedings of the nature referred to in Section 12.02 are pending, (ii) upon a certificate of the liquidating trustee or agent
or other Person making such payment or distribution to the Trustee or to such Holders or (iii) upon the Representatives for the holders of Senior Indebtedness for the purpose of ascertaining
the Persons entitled to participate in such payment or distribution, the holders of the Senior Indebtedness and other Indebtedness of the Company, the amount thereof or payable thereon, the amount or
amounts paid or distributed thereon and all other facts pertinent thereto or to this Article XII. In the event that the Trustee determines, in good faith, that evidence is required with respect to the
right of any Person as a holder of Senior Indebtedness to participate in any payment or distribution pursuant to this Article XII, the Trustee may request such Person to furnish evidence to the
reasonable satisfaction of the Trustee as to the amount of Senior Indebtedness held by such Person, the extent to which such Person is entitled to participate in such payment or distribution and other
facts pertinent to the rights of such Person under this Article XII, 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. The provisions of Sections 7.01 and 7.02 shall be applicable to all actions or omissions of actions by the Trustee pursuant to this
Article XII. 


        SECTION
12.14. TRUSTEE TO EFFECTUATE SUBORDINATION. Each Holder by accepting a Subordinated Debt Security authorizes and directs the Trustee on his behalf to take such action as may be
necessary or appropriate to acknowledge or effectuate the subordination between the Holders of 


47







 



Subordinated
Debt Securities and the holders of Senior Indebtedness as provided in this Article XII and appoints the Trustee as attorney-in-fact for any and all such purposes. 


        SECTION
12.15. TRUSTEE NOT FIDUCIARY FOR HOLDERS OF SENIOR INDEBTEDNESS. The Trustee shall not be deemed to owe any fiduciary duty to the holders of Senior Indebtedness and shall not be
liable to any such holders if it shall mistakenly pay over or distribute to Holders of Subordinated Debt Securities or the Company or any other Person, money or assets to which any holders of Senior
Indebtedness shall be entitled by virtue of this Article XII or otherwise. 



        SECTION
12.16. RELIANCE BY HOLDERS OF SENIOR INDEBTEDNESS ON SUBORDINATION PROVISIONS. Each Holder by accepting a Subordinated Debt Security acknowledges and agrees that the foregoing
subordination provisions are, and are intended to be, an inducement and a consideration to each holder of any Senior Indebtedness, whether such Senior Indebtedness was created or acquired before or
after the issuance of the Subordinated Debt Securities, to acquire and continue to hold, or to continue to hold, such Senior Indebtedness and such holder of Senior Indebtedness shall be deemed
conclusively to have relied on such subordination provisions in acquiring and continuing to hold, or in continuing to hold, such Senior Indebtedness. 


ARTICLE XIII  


MISCELLANEOUS PROVISIONS  


        SECTION
13.01. SUCCESSORS AND ASSIGNS OF COMPANY BOUND BY INDENTURE. All the covenant's stipulations, promises and agreements in this Indenture contained by or in behalf of the Company
or the Trustee shall bind its successors and assigns, whether so expressed or not. 



        SECTION
13.02. ACTS OF BOARD, COMMITTEE OR OFFICER OF SUCCESSOR COMPANY VALID. Any act or proceeding by any provision of this Indenture authorized or required to be done or performed by
any board, committee or officer of the Company shall and may be done and performed with like force and effect by the like board, committee or officer of any Successor Company. 


        SECTION
13.03. REQUIRED NOTICES OR DEMANDS. Except as otherwise expressly provided in this Indenture, any notice or demand which by any provision of this Indenture is required or
permitted to be given or served by the Trustee or by the Holders to or on the Company may be given or served by facsimile, or by overnight courier or by being deposited postage prepaid in a post
office letter box in the United States, in each case addressed (until another address is filed by the Company with the Trustee) as follows: 




Acusphere, Inc.

500 Arsenal Street

Watertown, MA 02472

Telephone: (617) 648-8800

Facsimile: (617)

Attention: Chief Financial Officer 


With
a copy to:

Testa, Hurwitz & Thibeault, LLP

125 High Street

Boston, Massachusetts 02110

Attention: Lawrence S. Wittenberg, Esq.

Facsimile: (617) 248-7100 






        Except
as otherwise expressly provided in this Indenture, any notice, direction, request or demand by the Company or by any Holder to or upon the Trustee may be given or made, for all
purposes, by 


48







 

facsimile,
or by overnight courier or by being mailed, postage prepaid, in the United States, in each case addressed to: 




The
Bank of New York

Corporate Trust Services

c/o The Bank of New York Trust Company, N.A.

470 Atlantic Avenue—4th Floor

Boston, Massachusetts 02210

Attention: Peter M. Murphy

Facsimile: (617) 273-8001 





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


        Any
notice required or permitted to a Registered Holder by the Company or the Trustee pursuant to the provisions of this Indenture shall be deemed to be properly mailed by being
deposited postage prepaid in a post office letter box in the United States addressed to such Holder at the address of such Holder as shown on the Debt Security Register. Any report pursuant to
Section 313 of the Trust Indenture Act shall be transmitted in compliance with subsection (c) therein. 



        In
the event of suspension of publication of any Authorized Newspaper or by reason of any other cause it shall be impracticable to give notice by publication, then such notification as
shall be given with the approval of the Trustee shall constitute sufficient notice for every purpose hereunder. 


        Failure
to mail a notice or communication to a Holder or any defect in it or any defect in any notice by publication as to a Holder shall not affect the sufficiency of such notice with
respect to other Holders. If a notice or communication is mailed or published in the manner provided above, it is conclusively presumed duly given (provided, however, that in no event shall any
notice, direction, request or demand to the Trustee be deemed to have been given to or received by the Trustee unless and until actually received by the Trustee at the address provided for in this
Section 13.03). 


        SECTION
13.04. INDENTURE AND DEBT SECURITIES TO BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. This Indenture and each Debt Security shall be deemed to be New York
contracts, and for all purposes shall be construed in accordance with the laws of said State. 


        SECTION
13.05. OFFICERS' CERTIFICATE AND OPINION OF COUNSEL TO BE FURNISHED UPON APPLICATION OR DEMAND BY THE COMPANY. Upon any application or demand by the Company to the Trustee to
take any action under any of the provisions of this Indenture, the Company shall furnish to the Trustee an Officers' Certificate stating that all conditions precedent provided for in this Indenture
relating to the proposed action have been complied with and an Opinion of Counsel stating that, in the opinion of such counsel, all such conditions precedent have been complied with, except that in
the case of any such application or demand as to which the furnishing of such document is specifically required by any provision of this Indenture relating to such particular application or demand, no
additional certificate or opinion need be furnished. 


        Each
certificate or opinion provided for in this Indenture and delivered to the Trustee with respect to compliance with a condition or covenant provided for in this Indenture shall
include (1) a statement that the Person making such certificate or opinion has read such covenant or condition, (2) a brief statement as to the nature and scope of the examination or
investigation upon which the statements or opinions contained in such certificate or opinion are based, (3) a statement that, in the opinion of such Person, he 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 or not, in
the opinion of such Person, such condition or covenant has been complied with. 


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        SECTION
13.06. PAYMENTS DUE ON LEGAL HOLIDAYS. In any case where the date of maturity of interest on or principal of and premium, if any, on the Debt Securities of a series or the date
fixed for redemption or repayment of any Debt Security or the making of any sinking fund payment shall not be a business day at any Place of Payment for the Debt Securities of such series, then
payment of interest or principal and premium, if any, or the making of such sinking fund payment need not be made on such date at such Place of Payment, 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 date of maturity or the date fixed for redemption, and no interest shall accrue for the period after such date. If a
record date is not a business day, the record date shall not be affected. 



        SECTION
13.07. PROVISIONS REQUIRED BY TRUST INDENTURE ACT TO CONTROL. If and to the extent that any provision of this Indenture limits, qualifies or conflicts with another provision
included in this Indenture which is required to be included in this Indenture by any of Sections 310 to 318, inclusive, of the Trust Indenture Act, such required provision shall control. 


        SECTION
13.08. COMPUTATION OF INTEREST ON DEBT SECURITIES. Interest, if any, on the Debt Securities shall be computed on the basis of a 360-day year of twelve 30-day months, except as
may otherwise be provided pursuant to Section 2.03. 


        SECTION
13.09. RULES BY TRUSTEE, PAYING AGENT AND REGISTRAR. The Trustee may make reasonable rules for action by or a meeting of Holders. The Registrar and any paying agent may
make reasonable rules for their functions. 


        SECTION
13.10. NO RECOURSE AGAINST OTHERS. An incorporator or any past, present or future director, officer, employee or stockholder, as such, of the Company shall not have any liability
for any obligations of the Company under the Debt Securities or this Indenture or for any claim based on, in respect of or by reason of such obligations or their creation. By accepting a Debt
Security, each Holder shall waive and release all such liability. The waiver and release shall be part of the consideration for the issue of the Debt Securities. 


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


        SECTION
13.12. EFFECT OF HEADINGS. The article and section headings herein and in the Table of Contents are for convenience only and shall not affect the construction hereof. 



        SECTION
13.13. INDENTURE MAY BE EXECUTED IN COUNTERPARTS. This Indenture may be executed in any number of counterparts, each of which shall be an original; but such counterparts shall
together constitute but one and the same instrument. 


        The
Trustee hereby accepts the trusts in this Indenture upon the terms and conditions herein set forth. 


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        IN
WITNESS WHEREOF, the parties hereto have caused this Indenture to be duly signed as of the date first written above. 



	 	 	ACUSPHERE, INC.,
	

 	
 	

By	

 Name:

Title:
	

 	
 	

THE BANK OF NEW YORK
	

 	
 	

By	

 Name:

Title:




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INDENTURE DATED AS OF , 200 THE BANK OF NEW YORK TRUSTEE

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DEBT SECURITIES

TRUSTEE'S CERTIFICATE OF AUTHENTICATION