Exhibit 4.4


	
  

 
	

 


 
	
  

 
	
  

 
	
  

 
	
 COSTAMARE INC.

 
	
  

 
	
  

 
	
 and

 
	
  

 
	
 [               ],

 
	
 as Trustee

 
	
  

 
	
  

 
	
 FORM OF INDENTURE

 
	
  

 
	
  

 
	
 Dated as of _____________, _____

 
	
  

 
	
  

 
	
  

 
	

 


 









TABLE OF CONTENTS


	
  
 	
  
 	
  
 	
 Page
 
	
  
 
	
 ARTICLE 1
 
	
  
 	
  
 
	
 Definitions
 
	
  
 	
  
 
	
 SECTION
 1.01.
 	 	 Certain Terms Defined	 	
 1
 
	
  
 	
  
 
	
 ARTICLE 2
 
	
  
 	
  
 
	
 Securities
 
	
  
 	
  
 	
  
 	
  
 
	
 SECTION
 2.01.
 	
  
 	
 Forms
 Generally
 	
 5
 
	
 SECTION
 2.02.
 	
  
 	
 Form of
 Trustee’s Certification of Authentication
 	
 5
 
	
 SECTION
 2.03.
 	
  
 	
 Amount
 Unlimited; Issuable in Series
 	
 5
 
	
 SECTION
 2.04.
 	
  
 	
 Authentication
 and Delivery of Securities
 	
 8
 
	
 SECTION
 2.05.
 	
  
 	
 Execution of
 Securities
 	
 9
 
	
 SECTION
 2.06.
 	
  
 	
 Certificate
 of Authorization
 	
 10
 
	
 SECTION
 2.07.
 	
  
 	
 Denomination
 and Date of Securities; Payments of Interest
 	
 10
 
	
 SECTION
 2.08.
 	
  
 	
 Regulation,
 Transfer and Exchange
 	
 10
 
	
 SECTION
 2.09.
 	
  
 	
 Mutilated,
 Defaced, Destroyed, Lost and Stolen Securities
 	
 11
 
	
 SECTION
 2.10.
 	
  
 	
 Cancellation
 of Securities
 	
 12
 
	
 SECTION
 2.11.
 	
  
 	
 Temporary
 Securities
 	
 13
 
	
 SECTION
 2.12.
 	
  
 	
 CUSIP
 Numbers
 	
 13
 
	
 ARTICLE 3
 
	
  
 
	
 Covenants of the Issuer and the Trustee
 
	
  
 
	
 SECTION
 3.01.
 	
  
 	
 Payment of
 Principal and Interest
 	
 13
 
	
 SECTION
 3.02.
 	
  
 	
 Offices for
 Payments, etc
 	
 14
 
	
 SECTION
 3.03.
 	
  
 	
 Appointment
 to Fill a Vacancy in Office of Trustee
 	
 14
 
	
 SECTION
 3.04.
 	
  
 	
 Paying
 Agents
 	
 14
 
	
 SECTION
 3.05.
 	
  
 	
 Certificate
 of the Issuer
 	
 15
 
	
 SECTION
 3.06.
 	
  
 	
 Securityholders
 Lists
 	
 15
 
	
 SECTION
 3.07.
 	
  
 	
 Reports by
 the Issuer
 	
 16
 
	
 SECTION
 3.08.
 	
  
 	
 Reports by
 the Trustee
 	
 16
 
	
 ARTICLE 4
 
	
  
 
	
 Remedies of the Trustee and Securityholders on Event of Default
 
	
  
 
	
 SECTION
 4.01.
 	
  
 	
 Event of
 Default; Acceleration of Maturity, Waiver of Default
 	
 16
 


i









	
  

 	
  

 	
  

 	
  

 
	
 SECTION
 4.02.

 	
  

 	
 Collection
 of Indebtedness by Trustee; Trustee May Prove Debt

 	
 19

 
	
 SECTION
 4.03.

 	
  

 	
 Application
 of Proceeds

 	
 21

 
	
 SECTION
 4.04.

 	
  

 	
 Suits for
 Enforcement

 	
 22

 
	
 SECTION
 4.05.

 	
  

 	
 Restoration
 of Rights on Abandonment of Proceeding

 	
 22

 
	
 SECTION
 4.06.

 	
  

 	
 Limitations on
 Suits by Securityholder

 	
 22

 
	
 SECTION
 4.07.

 	
  

 	
 Unconditional
 Right of Securityholders to Institute Certain Suits

 	
 23

 
	
 SECTION
 4.08.

 	
  

 	
 Powers and
 Remedies Cumulative; Delay or Omission Not Waiver of Default

 	
 23

 
	
 SECTION
 4.09.

 	
  

 	
 Control by
 Securityholders

 	
 23

 
	
 SECTION
 4.10.

 	
  

 	
 Waiver of
 Past Defaults

 	
 24

 
	
 SECTION
 4.11.

 	
  

 	
 Trustee to Give
 Notice of Default, But May Withhold in Certain Circumstances

 	
 24

 
	
 SECTION
 4.12.

 	
  

 	
 Right of Court to
 Require Filing of Undertaking to Pay Costs

 	
 24

 
	
  

 
	
 ARTICLE 5

 
	
  

 	
  

 
	
 Concerning the Trustee

 
	
  

 	
  

 
	
 SECTION 5.01.

 	
  

 	
 Duties and
 Responsibilities of the Trustee; During Default; Prior to Default

 	
 25

 
	
 SECTION
 5.02.

 	
  

 	
 Certain
 Rights of the Trustee

 	
 26

 
	
 SECTION
 5.03.

 	
  

 	
 Trustee Not
 Responsible for Recitals, Disposition of Securities or Application of
 Proceeds Thereof

 	
 28

 
	
 SECTION
 5.04.

 	
  

 	
 Trustee and
 Agents May Hold Securities; Collections, etc

 	
 28

 
	
 SECTION
 5.05.

 	
  

 	
 Moneys Held
 by Trustee

 	
 28

 
	
 SECTION
 5.06.

 	
  

 	
 Compensation
 and Indemnification of Trustee and its Prior Claim

 	
 28

 
	
 SECTION
 5.07.

 	
  

 	
 Right of
 Trustee to Rely on Officers’ Certificate, etc

 	
 29

 
	
 SECTION
 5.08.

 	
  

 	
 Persons
 Eligible for Appointment as Trustee

 	
 29

 
	
 SECTION
 5.09.

 	
  

 	
 Resignation
 and Removal; Appointment of Successor Trustee

 	
 30

 
	
 SECTION
 5.10.

 	
  

 	
 Acceptance
 of Appointment By Successor Trustee

 	
 31

 
	
 SECTION
 5.11.

 	
  

 	
 Merger,
 Conversion, Consolidation or Succession to Business of Trustee

 	
 32

 
	
  

 
	
 ARTICLE 6

 
	
  

 
	
 Concerning the Securityholders

 
	
  

 
	
 SECTION
 6.01.

 	
  

 	
 Evidence of
 Action Taken by Securityholders

 	
 32

 
	
 SECTION
 6.02.

 	
  

 	
 Proof of
 Execution of Instruments and of Holding of Securities; Record Date

 	
 33

 
	
 SECTION
 6.03.

 	
  

 	
 Holders to
 be Treated as Owners

 	
 33

 
	
 SECTION
 6.04.

 	
  

 	
 Securities
 Owned by Issuer Deemed Not Outstanding

 	
 33

 
	
 SECTION
 6.05.

 	
  

 	
 Right of
 Revocation of Action Taken

 	
 34

 






ii









	
  

 	
  

 	
  

 	
  

 
	
 ARTICLE 7

 
	
  

 	
  

 	
  

 	
  

 
	
 Supplemental Indentures

 
	
  

 	
  

 	
  

 	
  

 
	
 SECTION
 7.01.

 	
  

 	
 Supplemental
 Indentures Without Consent of Securityholders

 	
 34

 
	
 SECTION
 7.02.

 	
  

 	
 Supplemental
 Indentures With Consent of Securityholders

 	
 35

 
	
 SECTION
 7.03.

 	
  

 	
 Effect of
 Supplemental Indenture

 	
 37

 
	
 SECTION
 7.04.

 	
  

 	
 Documents to
 Be Given to Trustee

 	
 37

 
	
 SECTION
 7.05.

 	
  

 	
 Notation On
 Securities In Respect Of Supplemental Indentures

 	
 37

 
	
  

 	
  

 	
  

 	
  

 
	
 ARTICLE 8

 
	
  

 	
  

 	
  

 	
  

 
	
 Consolidation, Merger, Sale or Conveyance

 
	
  

 	
  

 	
  

 	
  

 
	
 SECTION
 8.01.

 	
  

 	
 Issuer May
 Consolidate, etc., on Certain Terms

 	
 38

 
	
 SECTION
 8.02.

 	
  

 	
 Successor
 Substituted

 	
 38

 
	
 SECTION
 8.03.

 	
  

 	
 Opinion of
 Counsel to Trustee

 	
 38

 
	
  

 	
  

 	
  

 	
  

 
	
 ARTICLE 9

 
	
  

 	
  

 	
  

 	
  

 
	
 Satisfaction and Discharge of Indenture; Unclaimed Moneys

 
	
  

 	
  

 	
  

 	
  

 
	
 SECTION
 9.01.

 	
  

 	
 Satisfaction
 and Discharge of Indenture

 	
 39

 
	
 SECTION
 9.02.

 	
  

 	
 Application
 by Trustee of Funds Deposited for Payment of Securities

 	
 42

 
	
 SECTION
 9.03.

 	
  

 	
 Repayment of
 Moneys Held by Paying Agent

 	
 43

 
	
 SECTION
 9.04.

 	
  

 	
 Return of
 Moneys Held by Trustee and Paying Agent Unclaimed for Two Years

 	
 43

 
	
  

 	
  

 	
  

 	
  

 
	
 ARTICLE 10

 
	
  

 	
  

 	
  

 	
  

 
	
 Miscellaneous Provisions

 
	
  

 	
  

 	
  

 	
  

 
	
 SECTION
 10.01.

 	
  

 	
 Incorporators,
 Stockholders, Members, Officers and Directors of Issuer Exempt from
 Individual Liability

 	
 43

 
	
 SECTION
 10.02.

 	
  

 	
 Provisions
 of Indenture for the Sole Benefit of Parties and Securityholders

 	
 43

 
	
 SECTION
 10.03.

 	
  

 	
 Successors
 and Assigns of Issuer Bound by Indenture

 	
 44

 
	
 SECTION
 10.04.

 	
  

 	
 Notices and
 Demands on Issuer, Trustee and Securityholders

 	
 44

 
	
 SECTION
 10.05.

 	
  

 	
 Communication
 by Securityholders with Other Securityholders.

 	
 45

 
	
 SECTION
 10.06.

 	
  

 	
 Officers’
 Certificates and Opinions of Counsel; Statements to be Contained Therein

 	
 45

 
	
 SECTION
 10.07.

 	
  

 	
 Payments Due
 on Saturdays, Sundays and Holidays

 	
 46

 


iii









	
  

 	
  

 	
  

 	
  

 
	
 SECTION
 10.08.

 	
  

 	
 Conflict of
 any Provision of Indenture with Trust Indenture Act of 1939

 	
 46

 
	
 SECTION
 10.09.

 	
  

 	
 New York Law
 to Govern

 	
 46

 
	
 SECTION
 10.10.

 	
  

 	
 Counterparts

 	
 47

 
	
 SECTION
 10.11.

 	
  

 	
 Effect of
 Headings

 	
 47

 
	
 SECTION
 10.12.

 	
  

 	
 Securities
 in a Non-U.S. Currency

 	
 47

 
	
 SECTION
 10.13.

 	
  

 	
 Submission
 to Jurisdiction

 	
 47

 
	
 SECTION
 10.14.

 	
  

 	
 Judgment
 Currency

 	
 48

 
	
 SECTION
 10.15.

 	
  

 	
 Waiver of
 Jury Trial

 	
 48

 
	
 SECTION
 10.16.

 	
  

 	
 Force
 Majeure

 	
 48

 
	
  

 	
  

 	
  

 	
  

 
	
 ARTICLE 11

 
	
  

 	
  

 	
  

 	
  

 
	
 Redemption of Securities

 
	
  

 	
  

 	
  

 	
  

 
	
 SECTION
 11.01.

 	
  

 	
 Applicability
 Of Article

 	
 49

 
	
 SECTION
 11.02.

 	
  

 	
 Notice Of
 Redemption; Partial Redemptions

 	
 49

 
	
 SECTION
 11.03.

 	
  

 	
 Payment of
 Securities Called for Redemption

 	
 50

 
	
 SECTION
 11.04.

 	
  

 	
 Exclusion of
 Certain Securities from Eligibility for Selection for Redemption

 	
 51

 


iv





CROSS-REFERENCE
TABLE*


	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Trust Indenture Act
 Section

 	
  

 	
  

 	
 Indenture Section

 
	

 


 	
  

 	
  

 	

 


 
	
 310

 	
  

 	
 (a)(1)

 	
  

 	
 5.08

 
	
  

 	
  

 	
 (a)(2)

 	
  

 	
 5.08

 
	
  

 	
  

 	
 (a)(3)

 	
  

 	
 Not
 Applicable

 
	
  

 	
  

 	
 (a)(4)

 	
  

 	
 Not
 Applicable

 
	
  

 	
  

 	
 (a)(5)

 	
  

 	
 5.08

 
	
  

 	
  

 	
 (b)

 	
  

 	
 5.09(b)

 
	
  

 	
  

 	
 (c)

 	
  

 	
 Not
 Applicable

 
	
 311

 	
  

 	
  (a)

 	
  

 	
 5.04

 
	
  

 	
  

 	
 (b)

 	
  

 	
 5.04

 
	
  

 	
  

 	
 (c)

 	
  

 	
 Not
 Applicable

 
	
 312

 	
  

 	
  (a)

 	
  

 	
 3.06

 
	
  

 	
  

 	
 (b)

 	
  

 	
 10.05

 
	
  

 	
  

 	
 (c)

 	
  

 	
 10.05

 
	
 313

 	
  

 	
  (a)

 	
  

 	
 3.08

 
	
  

 	
  

 	
 (b)(1)

 	
  

 	
 Not
 Applicable

 
	
  

 	
  

 	
 (b)(2)

 	
  

 	
 3.08

 
	
  

 	
  

 	
 (c)

 	
  

 	
 3.08;
 10.02

 
	
  

 	
  

 	
 (d)

 	
  

 	
 3.08

 
	
 314

 	
  

 	
  (a)

 	
  

 	
 3.05;
 3.07

 
	
  

 	
  

 	
 (b)

 	
  

 	
 Not
 Applicable

 
	
  

 	
  

 	
 (c)(1)

 	
  

 	
 10.06

 
	
  

 	
  

 	
 (c)(2)

 	
  

 	
 10.06

 
	
  

 	
  

 	
 (c)(3)

 	
  

 	
 10.06

 
	
  

 	
  

 	
 (d)

 	
  

 	
 Not
 Applicable

 
	
  

 	
  

 	
 (e)

 	
  

 	
 10.06

 
	
  

 	
  

 	
 (f)

 	
  

 	
 Not
 Applicable

 
	
 315

 	
  

 	
 (a)

 	
  

 	
 5.01

 
	
  

 	
  

 	
 (b)

 	
  

 	
 4.11

 
	
  

 	
  

 	
 (c)

 	
  

 	
 5.01

 
	
  

 	
  

 	
 (d)

 	
  

 	
 5.01

 
	
  

 	
  

 	
 (e)

 	
  

 	
 4.12

 
	
 316

 	
  

 	
 (a) (last sentence)

 	
  

 	
 6.04

 
	
  

 	
  

 	
 (a)(1)(A)

 	
  

 	
 4.09

 
	
  

 	
  

 	
 (a)(1)(B)

 	
  

 	
 4.10

 
	
  

 	
  

 	
 (a)(2)

 	
  

 	
 Not
 Applicable

 
	
  

 	
  

 	
 (b)

 	
  

 	
 4.07

 
	
  

 	
  

 	
 (c)

 	
  

 	
 6.02

 
	
  

 	
  

 	
 317 (a)(1)

 	
  

 	
 4.02

 
	
  

 	
  

 	
 (a)(2)

 	
  

 	
 4.02

 
	
  

 	
  

 	
 (b)

 	
  

 	
 3.04

 
	
  

 	
  

 	
 318 (a)

 	
  

 	
 10.08

 
	
  

 	
  

 	
 (b)

 	
  

 	
 Not
 Applicable

 
	
  

 	
  

 	
 (c)

 	
  

 	
 10.08

 



*This Cross-Reference Table
does not constitute part of the Indenture and shall not have any bearing on the
interpretation of any of its terms or provisions.


v








	
  

 	
  

 
	
  

 	
           THIS
INDENTURE, dated as of _____________, _____ between Costamare Inc., a
Marshall Islands corporation (the “Issuer”), and
[                    ],
as trustee (the “Trustee”),  

 



                    In
consideration of the premises and the purchases of the debentures, notes or
other evidences of indebtedness of the Issuer to be issued in one or more
series (the “Securities”) by the holders thereof, the Issuer and the
Trustee mutually covenant and agree for the equal and proportionate benefit of
the respective holders from time to time of the Securities as follows: 


ARTICLE 1


Definitions


                    SECTION
1.01. Certain Terms Defined. The following terms (except as otherwise
expressly provided herein or in any indenture supplemental hereto, or unless
the context otherwise clearly requires) for all purposes of this Indenture and
of any indenture supplemental hereto shall have the respective meanings
specified in this Section. All other terms used in this Indenture that are
defined in the Trust Indenture Act of 1939 or the definitions of which in the
Securities Act of 1933, as amended, are referred to in the Trust Indenture Act
of 1939, including terms defined therein by reference to the Securities Act of
1933, as amended (except as herein otherwise expressly provided or unless the
context otherwise clearly requires), shall have the meanings assigned to such
terms in said Trust Indenture Act and in said Securities Act as in force at the
date of this Indenture. All accounting terms used herein and not expressly
defined shall have the meanings assigned to such terms in accordance with
generally accepted accounting principles, and the term “generally accepted
accounting principles” means such accounting principles as are generally
accepted at the time of any computation. The words “herein”, “hereof” and
“hereunder” and other words of similar import refer to this Indenture as a
whole and not to any particular Article, Section or other subdivision. The
terms defined in this Article have the meanings assigned to them in this
Article and include the plural as well as the singular. The words “including,”
“includes” and similar words shall be deemed to be followed by “without
limitation”. 


                    “Authorized
Agent” shall have the meaning set forth in Section 10.13. 


                    “Bearer
Security” means any Security other than a Registered Security. 


                    “Board”
means either the board of directors of the Issuer or any committee of such
board of directors duly authorized to act hereunder. 


                    “Board
Resolution” means one or more resolutions, certified by the secretary of
the Board to have been duly adopted or consented to by the Board and to be in
full force and effect, and delivered to the Trustee. 





                    “Business
Day” means, with respect to any Security, a day that in the city (or in any
of the cities, if more than one) in which amounts are payable, as specified in
the form of such Security, is not a day on which banking institutions are authorized
by law or regulation to close. 


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


                    “Corporate
Trust Office” means the office of the Trustee located in The City of New
York at which at any particular time its corporate trust business shall be
administered. 


                    “Depositary”
means, with respect to the Securities of any series issuable or issued in the
form of one or more Registered Global Securities, the Person designated as
Depositary by the Issuer pursuant to Section 2.03 until a successor Depositary
shall have become such pursuant to the applicable provisions of this Indenture,
and thereafter “Depositary” shall mean or include each Person who is then a
Depositary hereunder, and if at any time there is more than one such Person,
“Depositary” as used with respect to the Securities of any such series shall
mean the Depositary with respect to the Registered Global Securities of that
series. 


                    “Dollar”
means the coin or currency of the United States of America as at the time of
payment is legal tender for the payment of public and private debts. 


                    “Event
of Default” means any event or condition specified as such in Section 4.01.



                    “Holder”,
“Holder of Securities”, “Securityholder” or other similar terms
mean the registered holder of any Security. 


                    “Indenture”
means this instrument as originally executed and delivered or, if amended or
supplemented as herein provided, as so amended or supplemented or both, and
shall include the forms and terms of particular series of Securities
established as contemplated hereunder. 


                    “Interest”
means, when used with respect to non-interest bearing Securities, interest
payable after maturity. 


                    “Issuer”
means (except as otherwise provided in Article 5) Costamare Inc., a Marshall
Islands corporation, and, subject to Article 8, its successors and assigns. 


                    “Judgment
Currency” shall have the meaning set forth in Section 10.14. 


                    “New
York Banking Day” shall have the meaning set forth in Section 10.14. 


2





                    “Non-U.S.
Currency” means a currency issued by the government of a country other than
the United States (or any currency unit comprised of any such currencies). 


                    “Officers’
Certificate” means a certificate (i) signed by any officer of the Issuer
authorized by the Board to execute any such certificate and (ii) delivered to
the Trustee. Each such certificate shall comply with Section 314 of the Trust
Indenture Act of 1939. 


                    “Opinion
of Counsel” means an opinion reasonably satisfactory to the Trustee in
writing signed by legal counsel who may be an employee of or counsel to the
Issuer. Each such opinion shall comply with Section 314 of the Trust Indenture
Act of 1939 and include the statements provided for in Section 10.06, if and to
the extent required hereby. 


                    “Original
Issue Date” of any Security (or portion thereof) means the earlier of (a)
the date of such Security or (b) the date of any Security (or portion thereof)
for which such Security was issued (directly or indirectly) on registration of
transfer, exchange or substitution. 


                    “Original
Issue Discount Security” means any Security that provides for an amount
less than the principal amount thereof to be due and payable upon a declaration
of acceleration of the maturity thereof pursuant to Section 4.01. 


                    “Outstanding”,
when used with reference to Securities, shall, subject to the provisions of
Section 6.04, mean, as of any particular time, all Securities authenticated and
delivered by the Trustee under this Indenture, except: 


	
  

 	
  

 
	
  

 	
           (a)
 Securities theretofore cancelled by the Trustee or delivered to the Trustee
 for cancellation; 

 
	
  

 	
  

 
	
  

 	
           (b)
 Securities, or portions thereof, for the payment or redemption of which
 moneys in the necessary amount shall have been deposited in trust with the
 Trustee or with any paying agent (other than the Issuer) or shall have been
 set aside, segregated and held in trust by the Issuer for the holders of such
 Securities (if the Issuer shall act as its own paying agent), provided that
 if such Securities, or portions thereof, are to be redeemed prior to the
 maturity thereof, notice of such redemption shall have been given as herein
 provided, or provision satisfactory to the Trustee shall have been made for
 giving such notice; and 

 
	
  

 	
  

 
	
  

 	
           (c)
 Securities in substitution for which other Securities shall have been
 authenticated and delivered, or which shall have been paid, pursuant to the
 terms of Section 2.09 (except with respect to any such Security as to which
 proof satisfactory to the Trustee is presented that such Security is held by
 a person in whose hands such Security is a legal, valid and binding
 obligation of the Issuer). 

 



                    In
determining whether the holders of the requisite principal amount of
Outstanding Securities of any or all series have given any request, demand,
authorization, 


3





direction,
notice, consent or waiver hereunder, the principal amount of an Original Issue
Discount 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 4.01. 


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


                    “Principal”
whenever used with reference to the Securities or any Security or any portion
thereof, shall be deemed to include “and premium, if any”. 


                    “Registered
Global Security”, means a Security evidencing all or a part of a series of
Registered Securities, issued to the Depositary for such series in accordance
with Section 2.03, and bearing the legend prescribed by the applicable
supplemental indenture. 


                    “Registered
Security” means any Security registered on the Security register of the
Issuer. 


                    “Required
Currency” shall have the meaning set forth in Section 10.14. 


                    “Responsible
Officer” when used with respect to the Trustee means any officer of the
Trustee, including any vice president, assistant vice president, secretary,
assistant secretary, any assistant treasurer, any trust officer, or any other
officer of the Trustee customarily performing functions similar to those
performed by any of the above designated officers and also means, with respect
to a particular corporate trust matter, any other officer to whom such matter
is referred because of such officer’s knowledge of and familiarity with that
particular subject and who shall have direct responsibility for the
administration of this Indenture. 


                    “Security”
or “Securities” has the meaning stated in the first recital of this
Indenture, or, as the case may be, Securities that have been authenticated and
delivered under this Indenture. 


                    “Trustee”
means the Person identified as “Trustee” in the first paragraph hereof and,
subject to the provisions of Article 5, shall also include any successor
trustee. 


                    “Trust
Indenture Act of 1939” (except as otherwise provided in Sections 5.01 and
5.02) means the Trust Indenture Act of 1939 as in force at the date as of which
this Indenture was originally executed. 


                    “U.S.
Government Obligations” shall have the meaning set forth in Section 9.01. 


                    “Yield
to Maturity” means the yield to maturity on a series of securities,
calculated at the time of issuance of such series, or, if applicable, at the
most recent 


4





redetermination
of interest on such series, and calculated in accordance with accepted
financial practice. 


ARTICLE 2


Securities


                    SECTION
2.01. Forms Generally. The Securities of each series shall be
substantially in such form (not inconsistent with this Indenture) as shall be
established by or pursuant to a resolution of the Board 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 imprinted or otherwise reproduced thereon such
legend or legends, not inconsistent with the provisions of this Indenture, as
may be required to comply with any law or with any rules or regulations
pursuant thereto, or with any rules of any securities exchange or to conform to
general usage, all as may be determined by the officers executing such
Securities, as evidenced by their execution of the Securities. 


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


                    SECTION
2.02. Form of Trustee’s Certification of Authentication. The Trustee’s
certificate of authentication on all Securities shall be in substantially the
following form: 


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


[                    ],


AS TRUSTEE, 


	
  

 	
  

 	
  

 
	
  

 	
 by

 	
  

 
	
  

 	
  

 	

 


 
	
  

 	
  

 	
 Authorized
 Signatory 

 






	
  

 	
  

 
	
 Dated:

 	
  

 
	
  

 	

 


 



                    SECTION
2.03. Amount Unlimited; Issuable in Series. The aggregate principal
amount of Securities which may be authenticated and delivered under this
Indenture is unlimited. 


                    The
Securities may be issued in one or more series and unless provided for
otherwise in an indenture supplemental hereto, each such series shall rank
equally and pari passu with all other unsecured and unsubordinated debt of the
Issuer. There shall be established in or pursuant to a resolution of the Board
and set forth in an Officers’ 


5





Certificate,
or established in one or more indentures supplemental hereto, prior to the
issuance of Securities of any series, 


	
  

 	
  

 
	
  

 	
           (a)
 the designation of the Securities of the series (which shall distinguish the
 Securities of the series from all other Securities); 

 
	
  

 	
  

 
	
  

 	
           (b)
 any limit upon the aggregate principal amount of the Securities of the series
 that may be authenticated and delivered under this Indenture (except for
 Securities authenticated and delivered upon registration of transfer of, or
 in exchange for, or in lieu of, other Securities of the series pursuant to
 Section 2.08, 2.09, 2.11 or 11.03); 

 
	
  

 	
  

 
	
  

 	
           (c)
 if other than Dollars, the coin or currency in which the Securities of that
 series are denominated (including any Non-U.S. Currency); 

 
	
  

 	
  

 
	
  

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

 
	
  

 	
  

 
	
  

 	
           (e)
 the rate or rates at which the Securities of the series shall bear interest,
 if any, or the method by which such rate shall be determined, the date or
 dates from which such interest shall accrue, the interest payment dates on
 which such interest shall be payable and the record dates for the
 determination of Holders to whom interest is payable and/or the method by
 which such rate or rates or date or dates shall be determined; 

 
	
  

 	
  

 
	
  

 	
           (f)
 the place or places where the principal of and any interest on Securities of
 the series shall be payable (if other than as provided in Section 3.02); 

 
	
  

 	
  

 
	
  

 	
           (g)
 the price or prices at which, the period or periods within which and the
 terms and conditions upon which Securities of the series may be redeemed, in
 whole or in part, at the option of the Issuer, pursuant to any sinking fund
 or otherwise; 

 
	
  

 	
  

 
	
  

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

 
	
  

 	
  

 
	
  

 	
           (i)
 if other than denominations of $2,000 and integral multiples of $1,000 in
 excess thereof, the denominations in which Securities of the series shall be
 issuable; 

 
	
  

 	
  

 
	
  

 	
           (j)
 if other than the principal amount thereof, the portion of the principal
 amount of Securities of the series which shall be payable upon declaration of
 acceleration of the maturity thereof pursuant to Section 4.01 or provable in
 bankruptcy pursuant to Section 4.02; 

 


6









	
  

 	
  

 
	
  

 	
           (k)
 if other than the coin or currency in which the Securities of that series are
 denominated, the coin or currency in which payment of the principal of or
 interest on the Securities of such series shall be payable; 

 
	
  

 	
  

 
	
  

 	
           (l)
 if the principal of or interest on the Securities of such series are to be
 payable, at the election of the Issuer or a Holder thereof, in a coin or
 currency other than that in which the Securities are denominated, the period
 or periods within which, and the terms and conditions upon which, such
 election may be made; 

 
	
  

 	
  

 
	
  

 	
           (m)
 if the amount of payments of principal of and interest on the Securities of
 the series may be determined with reference to an index based on a coin or
 currency other than that in which the Securities of the series are
 denominated, or with reference to any currencies, securities or baskets of
 securities, commodities or indices, the manner in which such amounts shall be
 determined; 

 
	
  

 	
  

 
	
  

 	
           (n)
 if the Holders of the Securities of the series may convert or exchange the
 Securities of the series into or for securities of the Issuer or of other
 entities or other property (or the cash value thereof), the specific terms of
 and period during which such conversion or exchange may be made; 

 
	
  

 	
  

 
	
  

 	
           (o)
 whether the Securities of the series will be issuable as Registered Securities
 (and if so, whether such Securities will be issuable as Registered Global
 Securities) or Bearer Securities (with or without Coupons), or any
 combination of the foregoing, any restrictions applicable to the offer, sale,
 transfer, exchange or delivery of Bearer Securities or Registered Securities
 or the payment of interest thereon and, if other than as provided herein, the
 terms upon which Bearer Securities of any series may be exchanged for
 Registered Securities of such series and vice versa; 

 
	
  

 	
  

 
	
  

 	
           (p)
 whether and under what circumstances the Issuer will pay additional amounts
 on the Securities of the series held by a Person who is not a U.S. Person in
 respect of any tax, assessment or governmental charge withheld or deducted
 and, if so, whether the Issuer will have the option to redeem such Securities
 rather than pay such additional amounts; 

 
	
  

 	
  

 
	
  

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

 
	
  

 	
  

 
	
  

 	
           (r)
 any trustees, depositaries, authenticating or paying agents, transfer agents
 or registrars or any other agents with respect to the Securities of such
 series; 

 


7









	
  

 	
  

 
	
  

 	
           (s)
 any applicable United States federal income tax and other income tax
 provisions, including: whether and under what circumstances the Issuer will
 pay additional amounts on Securities for any tax, assessment or governmental
 charge withheld or deducted and, if so, whether it will have the option to
 redeem those Securities rather than pay the additional amounts; tax considerations
 applicable to any discounted Securities or to Securities issued at par that
 are treated as having been issued at a discount for United States federal
 income tax purposes; and tax considerations applicable to any Securities
 denominated and payable in foreign currencies; 

 
	
  

 	
  

 
	
  

 	
           (t)
 whether certain payments on the Securities will be guaranteed under a
 financial insurance guaranty policy and the terms of that guaranty; 

 
	
  

 	
  

 
	
  

 	
           (u)
 any applicable selling restrictions; 

 
	
  

 	
  

 
	
  

 	
           (v)
 any other events of default, modifications or elimination of any acceleration
 rights, or covenants with respect to the Securities of such series and any
 terms required by or advisable under applicable laws or regulations,
 including laws and regulations relating attributes required for the
 Securities to be afforded certain capital treatment for bank regulatory or
 other purposes; and 

 
	
  

 	
  

 
	
  

 	
           (w)
 any other terms of the series. 

 



                    All
Securities of any one series shall be substantially identical except as to
denomination and except as may otherwise be provided in or pursuant to such
resolution of the Board or in any such indenture supplemental hereto. All
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 Resolution or in any such indenture
supplemental hereto. 


                    SECTION
2.04. Authentication and Delivery of Securities. At any time and from
time to time after the execution and delivery of this Indenture, the Issuer may
deliver Securities of any series executed by the Issuer to the Trustee for
authentication, and the Trustee shall thereupon authenticate and deliver such
Securities to or upon the written order of the Issuer, signed by any officer of
the Issuer authorized by the Board to execute any such order, without any
further action by the Issuer. In authenticating such Securities and accepting
the additional responsibilities under this Indenture in relation to such
Securities the Trustee shall be provided with, and (subject to Section 5.01)
shall be fully protected in relying upon: 


	
  

 	
  

 
	
  

 	
           (a)
 a certified copy of any resolution or resolutions of the Board authorizing
 the action taken pursuant to the resolution or resolutions delivered under
 clause 2.04(b) below; 

 
	
  

 	
  

 
	
  

 	
           (b)
 a copy of any resolution or resolutions of the Board relating to such series,
 in each case certified by the Secretary or an Assistant Secretary of the
 Issuer; 

 


8









	
  

 	
  

 	
  

 
	
  

 	
           (c)
 an executed supplemental indenture, if any; 

 
	
  

 	
  

 	
  

 
	
  

 	
           (d)
 an Officers’ Certificate setting forth the form and terms of the Securities
 as required pursuant to Section 2.01 and 2.03, respectively and prepared in
 accordance with Section 10.06; 

 
	
  

 	
  

 	
  

 
	
  

 	
           (e)
 an Opinion of Counsel, prepared in accordance with Section 10.06, to the
 effect that 

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
           (i)
 that the form or forms and terms of such Securities have been established by
 or pursuant to a resolution of the Board or by a supplemental indenture as
 permitted by Section 2.01 and 2.03 in conformity with the provisions of this
 Indenture; 

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
           (ii)
 that such Securities, when authenticated and delivered by the Trustee and
 issued by the Issuer in the manner and subject to any conditions specified in
 such Opinion of Counsel, will constitute valid and binding obligations of the
 Issuer; 

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
           (iii)
 that all laws and requirements in respect of the execution and delivery by
 the Issuer of the Securities have been complied with; and 

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
           (iv)
 covering such other matters as the Trustee may reasonably request. 

 



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


                    SECTION
2.05. Execution of Securities. The Securities shall be signed on behalf
of the Issuer by any officer of the Issuer authorized by the Board to execute
such Securities, which Securities may, but need not, be attested. Such
signatures may be the manual or facsimile signatures of the present or any
future such officers. Typographical and other minor errors or defects in any
such reproduction of the seal or any such signature shall not affect the
validity or enforceability of any Security that has been duly authenticated and
delivered by the Trustee. 


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


9





                    SECTION
2.06. Certificate of Authorization. Only such Securities as shall bear
thereon a certificate of authentication substantially in the form hereinbefore
recited, executed by the Trustee by the manual signature of one of its
authorized officers, shall be entitled to the benefits of this Indenture or be
valid or obligatory for any purpose. Such certificate by the Trustee upon any
Security executed by the Issuer shall be conclusive evidence that the Security
so authenticated has been duly authenticated and delivered hereunder and that
the holder is entitled to the benefits of this Indenture. 


                    SECTION
2.07. Denomination and Date of Securities; Payments of Interest. The
Securities shall be issuable as registered securities without coupons and in
denominations as shall be specified as contemplated by Section 2.03. In the
absence of any such specification with respect to the Securities of any series,
the Securities of such series shall be issuable in denominations of $2,000 and
integral multiples of $1,000 in excess thereof. The Securities shall be
numbered, lettered, or otherwise distinguished in such manner or in accordance
with such plan as the officers of the Issuer executing the same may determine
with the approval of the Trustee as evidenced by the execution and
authentication thereof. 


                    Each
Security shall be dated the date of its authentication, shall bear interest, if
any, from the date and shall be payable on the dates, in each case, which shall
be specified as contemplated by Section 2.03. 


                    The
person in whose name any Security of any series is registered at the close of
business on any record date applicable to a particular series with respect to
any interest payment date for such series shall be entitled to receive the
interest, if any, payable on such interest payment date notwithstanding any transfer
or exchange of such Security subsequent to the record date and prior to such
interest payment date, except if and to the extent the Issuer shall default in
the payment of the interest due on such interest payment date for such series,
in which case such defaulted interest shall be paid to the persons in whose
names Outstanding Securities for such series are registered at the close of
business on a subsequent record date (which shall be not less than five
Business Days prior to the date of payment of such defaulted interest)
established by notice given by mail by or on behalf of the Issuer to the
holders of Securities not less than 15 days preceding such subsequent record
date. The term “record date” as used with respect to any interest
payment date (except a date for payment of defaulted interest) shall mean the
date specified as such in the terms of the Securities of any particular series,
or, if no such date is so specified, if such interest payment date is the first
day of a calendar month, the fifteenth day of the next preceding calendar month
or, if such interest payment date is the fifteenth day of a calendar month, the
first day of such calendar month, whether or not such record date is a Business
Day. 


                    SECTION
2.08. Regulation, Transfer and Exchange. The Issuer will keep or cause
to be kept at each office or agency to be maintained for the purpose as
provided in Section 3.02 a register or registers in which, subject to such
reasonable regulations as it may prescribe, it will register, and will register
the transfer of, Securities as in this Article provided. Such register shall be
in written form in the English language or in any other 


10





form capable
of being converted into such form within a reasonable time. At all reasonable
times such register or registers shall be open for inspection by the Trustee.


                    Upon
due presentation for registration of transfer of any Security of any series at
any such office or agency to be maintained for the purpose as provided in
Section 3.02, the Issuer shall execute and the Trustee shall authenticate and
deliver in the name of the transferee or transferees a new Security or
Securities of the same series in authorized denominations for a like aggregate
principal amount.


                    Any
Security or Securities of any series may be exchanged for a Security or
Securities of the same series in other authorized denominations, in an equal aggregate
principal amount. Securities of any series to be exchanged shall be surrendered
at any office or agency to be maintained by the Issuer for the purpose as
provided in Section 3.02, and the Issuer shall execute and the Trustee shall
authenticate and deliver in exchange therefor the Security or Securities of the
same series which the Securityholder making the exchange shall be entitled to
receive, bearing numbers not contemporaneously outstanding.


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


                    The
Issuer may require payment of a sum sufficient to cover any tax or other
governmental charge that may be imposed in connection with any exchange or
registration of transfer of Securities. No service charge shall be made for any
such transaction.


                    The
Issuer shall not be required to exchange or register a transfer of (a) any
Securities of any series for a period of 15 days next preceding the first
mailing of notice of redemption of Securities of such series to be redeemed, or
(b) any Securities selected, called or being called for redemption except, in
the case of any Security where notice has been given that such Security is to
be redeemed in part, the portion thereof not so to be redeemed.


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


                    SECTION
2.09. Mutilated, Defaced, Destroyed, Lost and Stolen Securities. In case
any temporary or definitive Security shall become mutilated, defaced or be
destroyed, lost or stolen, the Issuer in its discretion may execute, and upon
the written request of any officer of the Issuer, the Trustee shall
authenticate and deliver, a new Security of the same series, bearing a number
not contemporaneously outstanding, in exchange and substitution for the
mutilated or defaced Security, or in lieu of and substitution for the Security
so destroyed, lost or stolen. In every case the applicant for a


11





substitute
Security shall furnish to the Issuer and to the Trustee and any agent of the
Issuer or the Trustee such security or indemnity as may be required by them to
indemnify and defend and to save each of them harmless and, in every case of
destruction, loss or theft, evidence to their satisfaction of the destruction,
loss or theft of such Security and of the ownership thereof in the case of
mutilation or defacement shall surrender the Security to the Trustee or such
agent.


                    Upon
the issuance of any substitute Security, the Issuer may require the payment of
a sum sufficient to cover any tax or other governmental charge that may be
imposed in relation thereto and any other expenses (including the fees and
expenses of the Trustee or its agent) connected therewith. In case any Security
which has matured or is about to mature or has been called for redemption in
full shall become mutilated or defaced or be destroyed, lost or stolen, the
Issuer may instead of issuing a substitute Security, pay or authorize the
payment of the same (without surrender thereof except in the case of a mutilated
or defaced Security), if the applicant for such payment shall furnish to the
Issuer and the Trustee and any agent of the Issuer or the Trustee such security
or indemnity as any of them may require to save each of them harmless, and, in
every case of destruction, loss or theft, the applicant shall also furnish to
the Issuer and the Trustee and any agent of the Issuer or the Trustee evidence
to their satisfaction of the destruction, loss or theft of such Security and of
the ownership thereof.


                    Every
substitute Security of any series issued pursuant to the provisions of this
section by virtue of the fact that any such Security is destroyed, lost or
stolen shall constitute an additional contractual obligation of the Issuer,
whether or not the destroyed, lost or stolen Security shall be at any time
enforceable by anyone and shall be entitled to all the benefits of (but shall
be subject to all the limitations of rights set forth in) this Indenture
equally and proportionately with any and all other Securities of such series
duly authenticated and delivered hereunder. All Securities shall be held and
owned upon the express condition that, to the extent permitted by law, the
foregoing provisions are exclusive with respect to the replacement or payment
of mutilated, defaced or destroyed, lost or stolen 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 Securities. All Securities surrendered for
payment, redemption, registration of transfer or exchange, or for credit
against any payment in respect of a sinking or analogous fund, if surrendered
to the Issuer or any agent of the Issuer or the Trustee, shall be delivered to
the Trustee for cancellation or, if surrendered to the Trustee, shall be
cancelled by it; and no Securities shall be issued in lieu thereof except as
expressly permitted by any of the provisions of this Indenture. The Trustee
shall dispose of cancelled Securities held by it in accordance with its
procedures for the disposition of cancelled Securities and deliver a
certificate of disposition to the Issuer upon its request therefor. If the
Issuer shall acquire any of the Securities, such acquisition shall not operate
as a redemption or satisfaction of the indebtedness represented by such
Securities unless and until the same are delivered to the Trustee for
cancellation.


12





                    SECTION
2.11. Temporary Securities. Pending the preparation of definitive
Securities for any series, the Issuer may execute and the Trustee shall
authenticate and deliver temporary Securities for such series (printed,
lithographed, typewritten or otherwise reproduced, in each case in form
satisfactory to the Trustee). Temporary Securities of any series shall be
issuable as registered Securities without coupons, of any authorized
denomination, and substantially in the form of the definitive Securities of
such series but with such omissions, insertions and variations as may be
appropriate for temporary Securities, all as may be determined by the Issuer
with the concurrence of the Trustee. Temporary Securities may contain such
reference to any provisions of this Indenture as may be appropriate. Every
temporary Security shall be executed by the Issuer and be authenticated by the
Trustee upon the same conditions and in substantially the same manner, and with
like effect, as the definitive Securities. Without unreasonable delay the
Issuer shall execute and shall furnish definitive Securities of such series and
thereupon temporary Securities of such series may be surrendered in exchange
therefor without charge at each office or agency to be maintained by the Issuer
for that purpose pursuant to Section 3.02, and the Trustee shall authenticate
and deliver in exchange for such temporary Securities of such series a like
aggregate principal amount of definitive Securities of the same series of
authorized denominations. Until so exchanged, the temporary Securities of any
series shall be entitled to the same benefits under this Indenture as
definitive Securities of such series unless otherwise established pursuant to
Section 2.03.


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


ARTICLE 3


Covenants of the Issuer and the Trustee 


                    SECTION
3.01. Payment of Principal and Interest. The Issuer covenants and agrees
for the benefit of each series of Securities that it will duly and punctually
pay or cause to be paid the principal of, and interest on, each of the
Securities of such series (together with any additional amounts payable
pursuant to the terms of such Securities) at the place or places, at the
respective times and in the manner provided in such Securities. Subject to any
other provisions that may be established pursuant to Section 2.03, the interest
on Securities (together with any additional amounts payable pursuant to the
terms of such Securities) shall be payable only to or upon the written order of
the Holders thereof and, at the option of the Issuer, may be paid by wire
transfer or by mailing checks for such interest payable to or upon the written
order of such Holders at their last addresses as they appear on the registry
books of the Issuer.


13





                    SECTION
3.02. Offices for Payments, etc. So long as any of the Securities remain
outstanding, the Issuer will maintain in the Borough of Manhattan, The City of
New York, the following for each series: an office or agency (a) where the
Securities may be presented for payment, (b) where the Securities may be
presented for registration of transfer and for exchange as in this Indenture
provided and (c) where notices and demands to or upon the Issuer in respect of
the Securities or of this Indenture may be served. The Issuer will give to the
Trustee written notice of the location of any such office or agency and of any
change of location thereof. Unless otherwise specified in accordance with
Section 2.03, the Issuer hereby initially designates the Corporate Trust Office
of the Trustee, as the office to be maintained by it for each such purpose. In
case the Issuer shall fail to so designate or maintain any such office or
agency or shall fail to give such notice of the location or of any change in
the location thereof, presentations and demands may be made and notices may be
served at the Corporate Trust Office.


                    The
Issuer may from time to time designate one or more additional offices or
agencies where the Securities of a series may be presented for payment, where the
Securities of that series may be presented for exchange as provided in this
Indenture and pursuant to Section 2.03 and where the Securities of that series
may be presented for registration of transfer as provided in this Indenture,
and the Issuer may from time to time rescind any such designation, as the
Issuer may deem desirable or expedient; provided, however, that no such
designation or rescission shall in any manner relieve the Issuer of its
obligation to maintain the agencies provided for in this Section. The Issuer
will give to the Trustee prompt written notice of any such designation or
rescission thereof.


                    SECTION
3.03. Appointment to Fill a Vacancy in Office of Trustee. The Issuer,
whenever necessary to avoid or fill a vacancy in the office of Trustee, will
appoint, in the manner provided in Section 5.09, a Trustee, so that there shall
at all times be a Trustee with respect to each series of Securities hereunder.


                    SECTION
3.04. Paying Agents. Whenever the Issuer shall appoint a paying agent
other than the Trustee with respect to the Securities of any series, it will
cause such paying agent 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,


	
  

 	
  

 
	
  

 	
           (a)
 that it will hold all sums received by it as such agent for the payment of
 the principal of or interest on the Securities of such series (whether such
 sums have been paid to it by the Issuer or by any other obligor on the
 Securities of such series) in trust for the benefit of the holders of the
 Securities of such series or of the Trustee,

 
	
  

 	
  

 
	
  

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

 


14









	
  

 	
  

 
	
  

 	
           (c)
 that it will pay any such sums so held in trust by it to the Trustee upon the
 Trustee’s written request at any time during the continuance of the failure
 referred to in clause 3.04(b) above.

 



                    The
Issuer will, on or prior to 10:00 a.m. New York City time on each due date of
the principal of or interest on the Securities of such series, deposit with the
paying agent a sum sufficient to pay such principal or interest so becoming
due, and (unless such paying agent is the Trustee) the Issuer will promptly
notify the Trustee of any failure to take such action.


                    If
the Issuer shall act as its own paying agent with respect to the Securities of
any Series, it will, on or before each due date of the principal of or interest
on the Securities of such series, set aside, segregate and hold in trust for
the benefit of the holders of the Securities of such series a sum sufficient to
pay such principal or interest so becoming due. The Issuer will promptly notify
the Trustee of any failure to take such action.


                    Anything
in this section to the contrary notwithstanding, the Issuer may at any time,
for the purpose of obtaining a satisfaction and discharge with respect to one
or more or all series of Securities hereunder, or for any other reason, pay or
cause to be paid to the Trustee all sums held in trust for any such series by
the Issuer or any paying agent hereunder, as required by this Section, such
sums to be held by the Trustee upon the trusts herein contained.


                    Anything
in this section to the contrary notwithstanding, the agreement to hold sums in
trust as provided in this section is subject to the provisions of Section 9.03
and 9.04.


                    SECTION
3.05. Certificate of the Issuer. The Issuer will furnish to the Trustee
on or before [    ] in each year (beginning with [    ]) an Officers’ Certificate
of the Issuer as to the signers’ knowledge of the Issuer’s compliance with all
conditions and covenants under the Indenture (such compliance to be determined
without regard to any period of grace or requirement of notice provided under
the Indenture). In the event an Officer of the Issuer comes to have actual
knowledge of an Event of Default or an event which, with notice or the lapse of
time or both, would constitute an Event of Default, regardless of the date, the
Issuer shall deliver an Officers’ Certificate to the Trustee specifying such
Default and the nature and status thereof.


                    SECTION
3.06. Securityholders Lists. If and so long as the Trustee shall not be
the Security registrar for the Securities of any series, the Issuer will
furnish or cause to be furnished to the Trustee a list in such form as the
Trustee may reasonably require of the names and addresses of the holders of the
Securities of such series pursuant to Section 312 of the Trust Indenture Act of
1939 (a) semi-annually not more than 15 days after each record date for the
payment of interest on such Securities, as hereinabove specified, as of such
record date and on dates to be determined pursuant to Section 2.03 for
non-interest bearing securities in each year, and (b) at such other times as
the Trustee


15





may request in
writing, within thirty days after receipt by the Issuer of any such request as
of a date not more than 15 days prior to the time such information is
furnished.


                    SECTION
3.07. Reports by the Issuer. The Issuer covenants to file with the
Trustee, within 15 days after the Issuer files the same with the Commission,
copies of the annual reports and of the information, documents, and other
reports that the Issuer may be required to file with the Commission pursuant to
Section 13 or Section 15(d) of the Securities Exchange Act of 1934. 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 Issuer’s compliance with any of
its covenants hereunder (as to which the Trustee is entitled to rely
exclusively on Officers’ Certificates).


                    SECTION
3.08. Reports by the Trustee. Any Trustee’s report required under
Section 313(a) of the Trust Indenture Act of 1939 shall be transmitted on or
before [          ] in each year following the date hereof,
so long as any Securities are outstanding hereunder, and shall be dated as of a
date convenient to the Trustee no more than 60 nor less than 45 days prior
thereto. The Trustee shall also comply with Section 313(b) of the Trust
Indenture Act of 1939.


ARTICLE 4


Remedies of the Trustee and Securityholders
on Event of Default


                    SECTION
4.01. Event of Default; Acceleration of Maturity, Waiver of Default.
Unless otherwise established in accordance with Section 2.03 or by any
applicable supplemental indenture, “Event of Default” with respect to
Securities of any series wherever used herein, means each one of the following
events which shall have occurred and be continuing (whatever the reason for
such Event of Default and whether it shall be voluntary or involuntary or be
effected by operation of law or pursuant to any judgment, decree or order of
any court or any order, rule or regulation of any administrative or
governmental body):


	
  

 	
  

 	
  

 
	
  

 	
           (a)
 default for more than 30 days in the payment of interest, premium or
 principal in respect of the Securities; or

 
	
  

 	
  

 	
  

 
	
  

 	
           (b)
 the failure to perform or observe any other obligations under the Securities
 which failure continues for the period of 60 days next following service on
 the Issuer of notice requiring the same to be remedied; or

 
	
  

 	
  

 	
  

 
	
  

 	
           (c)
 the entry by a court having jurisdiction in the premises of:

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
           (i)
 a decree or order for relief in respect of the Issuer in an involuntary case
 or proceeding under any applicable U.S. federal, state or non-U.S.
 bankruptcy, insolvency, reorganization or other similar law; or

 


16









	
  

 	
  

 	
  

 
	
  

 	
  

 	
           (ii)
 a decree or order adjudging the Issuer a bankrupt or insolvent, or approving
 as properly filed a petition seeking reorganization, arrangement, adjustment
 or composition of or in respect of the Issuer under any applicable U.S.
 federal, state or non-U.S. law, or appointing a custodian, receiver,
 liquidator, assignee, trustee, sequestrator or other similar official of the
 Issuer or of any substantial part of its property, or ordering the winding up
 or liquidation of its affairs, and the continuance of any such decree or
 order for relief or any such other decree or order unstayed and in effect for
 a period of 60 consecutive days; or

 
	
  

 	
  

 	
  

 
	
  

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

 
	
  

 	
  

 	
  

 
	
  

 	
           (e)
 any other Event of Default provided in the supplemental indenture or
 resolution of the Board under which such series of Securities is issued or in
 the form of Security for such series.

 



                    Unless
otherwise set forth in any applicable supplemental indenture, if an Event of
Default described in clauses 4.01(a), 4.01(b), or 4.01(e) above (if the Event
of Default under clauses 4.01(b) or 4.01(e) is with respect to less than all
series of Securities then Outstanding) occurs and is continuing, then, and in
each and every such case, except for any series the principal of which shall
have already become due and payable, either the Trustee or the holders of not
less than 25% in aggregate principal amount of the Securities of all series
affected thereby then Outstanding hereunder (treated as one class) by notice in
writing to the Issuer (and to the Trustee if given by Securityholders), may
declare the entire principal (or, if the Securities of any such affected series
are Original Issue Discount Securities, such portion of the principal amount as
may be specified in the terms of such series) of all Securities of such
affected series and the interest accrued thereon, if any, to be due and payable
immediately, and upon any such declaration the same shall become immediately
due and payable. Unless otherwise set forth in any applicable supplemental
indenture, if an Event of Default described in clauses 4.01(b) or 4.01(e) (if
the Event of Default under clauses 4.01(b) or 4.01(e) is with respect to all


17





series of
Securities at the time Outstanding) occurs and is continuing, then and in each
and every such case, unless the principal of all the Securities shall have
already become due and payable, either the Trustee or the holders of not less
than 25% in aggregate principal amount of all the then Outstanding Securities
hereunder (treated as one class) for which any applicable supplemental
indenture does not prevent acceleration under the relevant circumstances, by notice
in writing to the Issuer (and to the Trustee if given by Securityholders), may
declare the entire principal (or, if any Securities are Original Issue Discount
Securities, such portion of the principal as may be specified in the terms
thereof) of all the Securities then Outstanding and interest accrued thereon,
if any, to be due and payable immediately, and upon any such declaration the
same shall become immediately due and payable. Unless otherwise set forth in
any applicable supplemental indenture, if an Event of Default described in
clauses 4.01(c) or 4.01(d), then the principal and accrued and unpaid interest,
and premium of any, with respect to any Securities then Outstanding 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
foregoing provisions, however, are subject to the condition that if, at any
time after the principal (or, if the Securities are Original Issue Discount
Securities, such portion of the principal as may be specified in the terms
thereof) of the Securities of any series (or of all the Securities, as the case
may be) shall have been so declared due and payable, and before any judgment or
decree for the payment of the moneys due shall have been obtained or entered as
hereinafter provided, the Issuer shall pay or shall deposit with the Trustee a
sum sufficient to pay all matured installments of interest upon all the
Securities of such series (or of all the Securities, as the case may be) and
the principal of any and all Securities of such series (or of all the
Securities, as the case may be) which shall have become due otherwise than by
acceleration (with interest upon such principal and, to the extent that payment
of such interest is enforceable under applicable law, on overdue installments
of interest, at the same rate as the rate of interest or Yield to Maturity (in
the case of Original Issue Discount Securities) specified in the Securities of
such series (or at the respective rates of interest or Yields to Maturity of
all the Securities, as the case may be) to the date of such payment or deposit)
and such amount as shall be sufficient to cover reasonable compensation to the
Trustee, its agents, attorneys and counsel, and all other expenses and
liabilities incurred, and all advances made, by the Trustee except as a result
of negligence or bad faith, and if any and all Events of Default under the
Indenture, other than the non-payment of the principal of Securities which
shall have become due by acceleration, shall have been cured, waived or
otherwise remedied as provided herein--then and in every such case the holders
of a majority in aggregate principal amount of all the Securities of each such
series (or of all the Securities, as the case may be), then Outstanding (in
each case treated as one class), by written notice to the Issuer and to the
Trustee, may waive all defaults with respect to each such series (or with
respect to all the Securities, as the case may be) and rescind and annul such
declaration and its consequences, but no such waiver or rescission and
annulment shall extend to or shall affect any subsequent default or shall
impair any right consequent thereon.


                    For
all purposes under this Indenture, if a portion of the principal of any
Original Issue Discount Securities shall have been accelerated and declared due
and


18





payable
pursuant to the provisions hereof, then, from and after such declaration,
unless such declaration has been rescinded and annulled, the principal amount
of such Original Issue Discount Securities shall be deemed, for all purposes
hereunder, to be such portion of the principal thereof as shall be due and
payable as a result of such acceleration, and payment of such portion of the principal
thereof as shall be due and payable as a result of such acceleration, together
with interest, if any, thereon and all other amounts owing thereunder, shall
constitute payment in full of such Original Issue Discount Securities.


                    SECTION
4.02. Collection of Indebtedness by Trustee; Trustee May Prove Debt. The
Issuer covenants that (a) in case default shall be made in the payment of any
installment of interest on any of the Securities of any series when such
interest shall have become due and payable, and such default shall have
continued for a period of 30 days or (b) in case default shall be made in the
payment of all or any part of the principal of any of the Securities of any
series when the same shall have become due and payable, whether upon maturity
of the Securities of such series or upon any redemption or by declaration or
otherwise--then upon demand of the Trustee, the Issuer will pay to the Trustee
for the benefit of the Holders of the Securities of such series the whole amount
that then shall have become due and payable on all Securities of such series
for principal or interest, as the case may be (with interest to the date of
such payment upon the overdue principal and, to the extent that payment of such
interest is enforceable under applicable law, on overdue installments of
interest at the same rate as the rate of interest or Yield to Maturity (in the
case of Original Issue Discount Securities) specified in the Securities of such
series); and in addition thereto, such further amount as shall be sufficient to
cover the costs and expenses of collection, including reasonable compensation
to the Trustee and each predecessor Trustee, their respective agents, attorneys
and counsel, and any expenses and liabilities incurred, and all advances made,
by the Trustee and each predecessor Trustee except as a result of its
negligence or bad faith.


                    Until
such demand is made by the Trustee, the Issuer may pay the principal of and
interest on the Securities of any series to the registered holders, whether or
not the principal of and interest on the Securities of such series be overdue.


                    In
case the Issuer shall fail forthwith to pay such amounts upon such demand, 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, and may prosecute any such action
or proceedings to judgment or final decree, and may enforce any such judgment
or final decree against the Issuer or other obligor upon such Securities and
collect in the manner provided by law out of the property of the Issuer or
other obligor upon such Securities, wherever situated, the moneys adjudged or decreed
to be payable.


                    In
case there shall be pending proceedings relative to the Issuer or any other
obligor upon the Securities under Title 11 of the United States Code or any
other applicable federal, state or non-U.S. bankruptcy, insolvency or other
similar law, or in case a receiver, assignee or trustee in bankruptcy or
reorganization, liquidator, sequestrator or similar official shall have been
appointed for or taken possession of the Issuer or its property or such other
obligor, or in case of any other comparable judicial


19





proceedings
relative to the Issuer or other obligor upon the Securities of any series, or
to the creditors or property of the Issuer or such other obligor, the Trustee,
irrespective of whether the principal of any Securities shall then be due and
payable as therein expressed or by declaration or otherwise and irrespective of
whether the Trustee shall have made any demand pursuant to the provisions of
this Section, shall be entitled and empowered, by intervention in such
proceedings or otherwise:


	
  

 	
  

 
	
  

 	
           (a)
 to file and prove a claim or claims for the whole amount of principal and
 interest (or, if the Securities of any series are Original Issue Discount
 Securities, such portion of the principal amount as may be specified in the
 terms of such series) owing and unpaid in respect of the Securities of any
 series, and to file such other papers or documents as may be necessary or
 advisable in order to have the claims of the Trustee (including any claim for
 reasonable compensation to the Trustee and each predecessor Trustee, and
 their respective agents, attorneys and counsel, and for reimbursement of all
 expenses and liabilities incurred, and all advances made, by the Trustee and
 each predecessor Trustee, except as a result of negligence or bad faith) and
 of the Securityholders allowed in any judicial proceedings relative to the
 Issuer or other obligor upon the Securities of any series, or to the
 creditors or property of the Issuer or such other obligor,

 
	
  

 	
  

 
	
  

 	
           (b)
 unless prohibited by applicable law and regulations, to vote on behalf of the
 holders of the Securities of any series in any election of a trustee or a
 standby trustee in arrangement, reorganization, liquidation or other
 bankruptcy or insolvency proceedings or person performing similar functions
 in comparable proceedings, and

 
	
  

 	
  

 
	
  

 	
           (c)
 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 the Securityholders and of the Trustee on their behalf; and any
 trustee, receiver, or liquidator, custodian or other similar official is
 hereby authorized by each of the Securityholders to make payments to the
 Trustee, and, in the event that the Trustee shall consent to the making of
 payments directly to the Securityholders, to pay to the Trustee such amounts
 as shall be sufficient to cover reasonable compensation to the Trustee, each
 predecessor Trustee and their respective agents, attorneys and counsel, and
 all other expenses and liabilities incurred, and all advances made, by the
 Trustee and each predecessor Trustee except as a result of negligence or bad
 faith.

 



                    Nothing
herein contained shall be deemed to authorize the Trustee to authorize or
consent to or vote for or accept or adopt on behalf of any Securityholder any
plan or reorganization, arrangement, adjustment or composition affecting the
Securities of any series or the rights of any Holder thereof, or to authorize
the Trustee to vote in respect of the claim of any Securityholder in any such
proceeding except, as aforesaid, to vote for the election of a trustee in
bankruptcy or similar person.


                    All
rights of action and of asserting claims under this Indenture, or under any of
the Securities, may be enforced by the Trustee without the possession of any of
the


20





Securities or
the production thereof on 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,
subject to the payment of the expenses, disbursements and compensation of the
Trustee, each predecessor Trustee and their respective agents and attorneys, shall
be for the ratable benefit of the holders of the Securities in respect of which
such action was taken.


                    In
any proceedings brought by the Trustee (and also any proceedings involving the
interpretation of any provision of this Indenture to which the Trustee shall be
a party) the Trustee shall be held to represent all the holders of the
Securities in respect to which such action was taken, and it shall not be
necessary to make any holders of such Securities parties to any such proceedings.


                    SECTION
4.03. Application of Proceeds. Any moneys collected by the Trustee
pursuant to this Article in respect of any series shall be applied in the
following order at the date or dates fixed by the Trustee and, in case of the
distribution of such moneys on account of principal or interest, upon
presentation of the several Securities in respect of which monies have been
collected and stamping (or otherwise noting) thereon the payment, or issuing
Securities of such series in reduced principal amounts in exchange for the
presented Securities of like series if only partially paid, or upon surrender
thereof if fully paid:


	
  

 	
  

 
	
  

 	
           FIRST:
 To the payment of costs and expenses applicable to such series in respect of
 which monies have been collected, including reasonable compensation to the
 Trustee and each predecessor Trustee and their respective agents and
 attorneys and of all expenses and liabilities incurred, and all advances
 made, by the Trustee and each predecessor Trustee except as a result of
 negligence or bad faith;

 
	
  

 	
  

 
	
  

 	
           SECOND:
 In case the principal of the Securities of such series in respect of which
 moneys have been collected shall not have become and be then due and payable,
 to the payment of interest on the Securities of such series in default 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 same rate as the rate of interest or
 Yield to Maturity (in the case of Original Issue Discount Securities)
 specified in such Securities, such payments to be made ratably to the persons
 entitled thereto, without discrimination or preference;

 
	
  

 	
  

 
	
  

 	
           THIRD:
 In case the principal of the Securities of such series in respect of which
 moneys have been collected shall have become and shall be then due and
 payable, to the payment of the whole amount then owing and unpaid upon all
 the Securities of such series for principal and interest, with interest upon
 the overdue principal, and (to the extent that such interest has been
 collected by the Trustee) upon overdue installments of interest at the same
 rate as the rate of interest or Yield to Maturity (in the case of Original
 Issue Discount Securities) specified in the Securities of such series; and in
 case such moneys shall be insufficient to pay 

 


21









	
  

 	
  

 
	
  

 	
 in full the
 whole amount so due and unpaid upon the Securities of such series, then to
 the payment of such principal and interest or Yield to Maturity, without
 preference or priority of principal over interest or Yield to Maturity, or of
 interest or Yield to Maturity over principal, or of any installment of
 interest over any other installment of interest, or of any Security of such
 series over any other Security of such series, ratably to the aggregate of
 such principal and accrued and unpaid interest or Yield to Maturity; and

 
	
  

 	
  

 
	
  

 	
           FOURTH:
 To the payment of the remainder, if any, to the Issuer or as a court of
 competent jurisdiction shall direct in writing.

 



                    SECTION
4.04. Suits for Enforcement. In case an Event of Default has occurred,
has not been waived and is continuing, the Trustee may in its discretion
proceed to protect and enforce the rights vested in it by this Indenture by
such appropriate judicial proceedings as the Trustee shall deem necessary 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.


                    SECTION
4.05. Restoration of Rights on Abandonment of Proceeding. In case the
Trustee shall have proceeded to enforce any right under this Indenture and such
proceedings shall have been discontinued or abandoned for any reason, or shall
have been determined adversely to the Trustee, then and in every such case the
Issuer and the Trustee shall be restored respectively to their former positions
and rights hereunder, and all rights, remedies and powers of the Issuer, the
Trustee and the Securityholders shall continue as though no such proceedings had
been taken.


                    SECTION
4.06. Limitations on Suits by Securityholder. No holder of any 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 trustee, receiver, liquidator, custodian or other similar
official or for any other remedy hereunder, unless such Holder previously shall
have given to the Trustee written notice of default and of the continuance
thereof, as hereinbefore provided, and unless also the Holders of not less than
25% in aggregate principal amount of the Securities of each affected series
then Outstanding (treated as a single class) shall have made written request
upon the Trustee to institute such action or proceedings in its own name as
trustee hereunder and shall have offered to the Trustee such indemnity as it
may require against the costs, expenses and liabilities to be incurred therein
or thereby and 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 proceeding and no direction inconsistent with such written request shall
have been given to the Trustee pursuant to Section 4.09; it being understood
and intended, and being expressly covenanted by the taker and Holder of every
Security with every other taker and Holder and the Trustee, that no one or more
Holders of Securities of any series shall have any right in any manner whatever
by virtue or by availing of any provision of this Indenture to affect, disturb
or prejudice the rights of any


22





other such
Holder of Securities, 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 Holders of Securities of the applicable series. For the protection and
enforcement of the provisions of this Section, each and every Securityholder
and the Trustee shall be entitled to such relief as can be given either at law
or in equity.


                    SECTION
4.07. Unconditional Right of Securityholders to Institute Certain Suits.
Notwithstanding any other provision in this Indenture and any provision of any
Security, the right of any Holder of any Security to receive payment of the
principal of and interest on such Security on or after the respective due dates
expressed in such Security, or to institute suit for the enforcement of any
such payment on or after such respective dates, shall not be impaired or
affected without the consent of such Holder.


                    SECTION
4.08. Powers and Remedies Cumulative; Delay or Omission Not Waiver of
Default. Except as provided in Section 4.06, no right or remedy herein
conferred upon or reserved to the Trustee or to the Securityholders is intended
to be exclusive of any other right or remedy, and every right and remedy shall,
to the extent permitted by law, be cumulative and in addition to every other
right and remedy given hereunder or now or hereafter existing at law or in
equity or otherwise. The assertion or employment of any right or remedy
hereunder, or otherwise, shall not prevent the concurrent assertion or
employment of any other appropriate right or remedy.


                    No
delay or omission of the Trustee or of any Securityholder to exercise any right
or power accruing upon any Event of Default occurring and continuing as
aforesaid shall impair any such right or power or shall be construed to be a
waiver of any such Event of Default or an acquiescence therein; and, subject to
Section 4.06, every power and remedy given by this Indenture or by law to the
Trustee or to the Securityholders may be exercised from time to time, and as
often as shall be deemed expedient, by the Trustee or by the Securityholders.


                    SECTION
4.09. Control by Securityholders. The Holders of a majority in aggregate
principal amount of the Securities of each series affected (with all such
series voting as a single class) 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 Securities of such series by this Indenture;
provided that such direction shall not be otherwise than in accordance with law
and the provisions of this Indenture and provided further that (subject to the
provisions of Section 5.01) the Trustee shall have the right to decline to
follow any such direction if the Trustee shall determine that the action or
proceeding so directed may not lawfully be taken or if the Trustee in good
faith by its board of directors, the executive committee, or a trust committee
of directors or Responsible Officers of the Trustee shall determine that the
action or proceedings so directed would involve the Trustee in personal
liability or if the Trustee in good faith shall so determine that the actions
or forebearances specified in or pursuant to such direction would be unduly
prejudicial to the interests of Holders of the Securities of all series so
affected not joining in the giving of said direction, it being understood that
(subject to Section 5.01) the


23





Trustee shall
have no duty to ascertain whether or not such actions or forebearances are
unduly prejudicial to such Holders.


                    Nothing
in this Indenture shall impair the right of the Trustee in its discretion to
take any action deemed proper by the Trustee and which is not inconsistent with
such direction or directions by Securityholders.


                    SECTION
4.10. Waiver of Past Defaults. Prior to the acceleration of the maturity
of any Securities as provided in Section 4.01, the Holders of a majority in
aggregate principal amount of the Securities of all series at the time
Outstanding with respect to which an Event of Default shall have occurred and
be continuing (voting as a single class) may on behalf of the Holders of all
such Securities waive any past default or Event of Default described in Section
4.01 and its consequences, except a default in respect of a covenant or
provision hereof which cannot be modified or amended without the consent of the
Holder of each Security affected. In the case of any such waiver, the Issuer,
the Trustee and the Holders of all such Securities 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.


                    Upon
any such waiver, such default shall cease to exist and be deemed to have been
cured and not to have occurred, and any Event of Default arising therefrom
shall be deemed to have been cured, and not to have occurred for every purpose
of this Indenture; but no such waiver shall extend to any subsequent or other
default or Event of Default or impair any right consequent thereon.


                    SECTION
4.11. Trustee to Give Notice of Default, But May Withhold in Certain
Circumstances. The Trustee shall give to the Securityholders of any series,
as the names and addresses of such Holders appear on the registry books, notice
by mail of all defaults known to the Trustee which have occurred with respect
to such series, such notice to be transmitted within 90 days after the
occurrence thereof, unless such defaults shall have been cured before the
giving of such notice (the term “default” or “defaults” for the purposes of
this section being hereby defined to mean any event or condition which is, or
with notice or lapse of time or both would become, an Event of Default);
provided that, except in the case of default in the payment of the principal of
or interest on any of the Securities of such series, or in the payment of any
sinking or purchase fund installment with respect to the 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 trust committee
of directors or trustees and/or Responsible Officers of the Trustee in good
faith determines that the withholding of such notice is in the interests of the
Securityholders of such series.


                    SECTION
4.12. Right of Court to Require Filing of Undertaking to Pay Costs. All
parties to this Indenture agree, and each Holder of any Security by his
acceptance thereof shall be deemed to have agreed, that any court may in its
discretion require, in any suit for the enforcement of any right or remedy
under this Indenture or in any suit against the Trustee for any action taken,
suffered 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, and


24





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 shall not apply to any suit
instituted by the Trustee, to any suit instituted by any Securityholder or
group of Securityholders of any series holding in the aggregate more than 10%
in aggregate principal amount of the Securities of such series, or, in the case
of any suit relating to or arising under clauses 4.01(b) or 4.01(e) (if the
suit relates to Securities of more than one but less than all series), 10% in
aggregate principal amount of Securities Outstanding affected thereby, or in the
case of any suit relating to or arising under clauses 4.01(b) or 4.01(e) (if
the suit relates to all the Securities then Outstanding), 4.01(c) or 4.01(d),
10% in aggregate principal amount of all Securities Outstanding, or to any suit
instituted by any Securityholder for the enforcement of the payment of the
principal of or interest on any Security on or after the due date expressed in
such Security.


ARTICLE 5


Concerning the Trustee 


                    SECTION
5.01. Duties and Responsibilities of the Trustee; During Default; Prior to
Default. With respect to the Holders of any series of Securities issued
hereunder, the Trustee, prior to the occurrence of an Event of Default with
respect to the Securities of a particular series and after the curing or
waiving of all Events of Default 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 with
respect to the Securities of a series has occurred (which has not been cured or
waived) the Trustee shall exercise with respect to such series of Securities
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 his or her 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 or its
own willful misconduct, except that


	
  

 	
  

 	
  

 
	
  

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

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
           (i)
 the duties and obligations of the Trustee with respect to the 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 as are specifically set forth in this Indenture,
 and no implied covenants or obligations shall be read into this Indenture
 against the Trustee; and

 


25









	
  

 	
  

 	
  

 
	
  

 	
  

 	
           (ii)
 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 statements, certificates or opinions
 furnished to the Trustee and conforming to the requirements of this Indenture;
 but in the case of any such statements, 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);

 
	
  

 	
  

 	
  

 
	
  

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

 
	
  

 	
  

 	
  

 
	
  

 	
           (c)
 the Trustee shall not be liable with respect to any action taken or omitted
 to be taken by it in good faith in accordance with the direction of the
 holders pursuant to Section 4.09 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.

 



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


                    The
provisions of this Section 5.01 are in furtherance of and subject to Sections
315 and 316 of the Trust Indenture Act of 1939.


                    SECTION
5.02. Certain Rights of the Trustee. In furtherance of and subject to
the Trust Indenture Act of 1939, and subject to Section 5.01:


	
  

 	
  

 
	
  

 	
           (a)
 the Trustee may conclusively rely and shall be protected in acting or
 refraining from acting upon any resolution, Officers’ Certificate or any
 other certificate, statement, instrument, opinion, report, notice, request,
 consent, order, bond, debenture, note, coupon, security 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 Issuer mentioned herein shall
 be sufficiently evidenced by an Officers’ Certificate (unless other evidence
 in respect thereof be herein specifically prescribed); and any resolution of
 the Board may be evidenced to the Trustee by a copy thereof certified by the
 secretary or an assistant secretary of the Issuer;

 
	
  

 	
  

 
	
  

 	
           (c)
 the Trustee may consult with counsel of its selection and any advice or
 Opinion of Counsel shall be full and complete authorization and protection in
 

 


26









	
  

 	
  

 
	
  

 	
 respect of
 any action taken, suffered or omitted to be taken 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 trusts or
 powers vested in it by this Indenture at the request, order or direction of
 any of the Securityholders pursuant to the provisions of this Indenture,
 unless such Securityholders shall have offered to the Trustee security or
 indemnity satisfactory to it against the costs, expenses and liabilities
 which might be incurred therein or thereby;

 
	
  

 	
  

 
	
  

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

 
	
  

 	
  

 
	
  

 	
           (f)
 prior to the occurrence of an Event of Default hereunder and after the curing
 or waiving of all Events of Default, 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,
 consent, order, approval, appraisal, bond, debenture, note, coupon, security,
 or other paper or document unless requested in writing so to do by the
 holders of not less than a majority in aggregate principal amount of the
 Securities of all series affected then outstanding; provided that, if the
 payment within a reasonable time to the Trustee of the costs, expenses or
 liabilities likely to be incurred by it in the making of such investigation
 is, in the opinion of the Trustee, not reasonably assured to the Trustee by
 the security afforded to it by the terms of this Indenture, the Trustee may
 require indemnity satisfactory to it against such expenses or liabilities as
 a condition to proceeding; the reasonable expenses of every such
 investigation shall be paid by the Issuer or, if paid by the Trustee or any
 predecessor trustee, shall be repaid by the Issuer upon demand;

 
	
  

 	
  

 
	
  

 	
           (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 not
 regularly in its employ and the Trustee shall not be responsible for any
 misconduct or negligence on the part of any such agent or attorney appointed
 with due care by it hereunder;

 
	
  

 	
  

 
	
  

 	
           (h)
 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;

 
	
  

 	
  

 
	
  

 	
           (i)
 the Trustee shall not be deemed to have notice of any Event of Default or an
 event which, with notice or lapse of time or both, would constitute an Event
 of Default unless a Responsible Officer of the Trustee has actual knowledge
 thereof or unless written notice of any event which is in fact such a default
 is 

 


27









	
  

 	
  

 
	
  

 	
 received by
 the Trustee at the Corporate Trust Office of the Trustee, and such notice
 references the Securities and this Indenture;

 
	
  

 	
  

 
	
  

 	
           (j)
 the rights, privileges, protections, immunities and benefits given to the
 Trustee, including its right to be indemnified, are extended to, and shall be
 enforceable by, the Trustee in each of its capacities hereunder, and each
 agent, custodian and other Person employed to act hereunder;

 
	
  

 	
  

 
	
  

 	
           (k)
 the Trustee may request that the Issuer 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; and

 
	
  

 	
  

 
	
  

 	
           (l)
 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.

 



                    SECTION
5.03. Trustee Not Responsible for Recitals, Disposition of Securities or
Application of Proceeds Thereof. The recitals contained herein and in the
Securities, except the Trustee’s certificates of authentication, shall be taken
as the statements of the Issuer, and the Trustee assumes no responsibility for
the correctness of the same. The Trustee makes no representation as to the
validity or sufficiency of this Indenture or of the Securities. The Trustee
shall not be accountable for the use or application by the Issuer of any of the
Securities or of the proceeds thereof.


                    SECTION
5.04. Trustee and Agents May Hold Securities; Collections, etc. Subject
to Section 311 of the Trust Indenture Act of 1939, the Trustee or any agent of
the Issuer or the Trustee, in its individual or any other capacity, may become
the owner or pledgee of Securities with the same rights it would have if it
were not the Trustee or such agent and may otherwise deal with the Issuer and
receive, collect, hold and retain collections from the Issuer with the same
rights it would have if it were not the Trustee or such agent.


                    SECTION
5.05. Moneys Held by Trustee. Subject to the provisions of Section 9.04
hereof, 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 mandatory provisions of law. Neither the Trustee nor any agent of
the Issuer or the Trustee shall be under any liability for interest on any
moneys received by it hereunder.


                    SECTION
5.06. Compensation and Indemnification of Trustee and its Prior Claim.
The Issuer covenants and agrees to pay to the Trustee from time to time, and
the Trustee shall be entitled to, compensation as the Issuer and the Trustee
shall from time to time agree in writing (which shall not be limited by any
provision of law in regard


28





to the
compensation of a trustee of an express trust) and the Issuer covenants and
agrees to pay or reimburse the Trustee and each predecessor Trustee upon its
request for all expenses, disbursements and advances incurred or made by or on
behalf of it in accordance with any of the provisions of this Indenture
(including the reasonable compensation and the expenses and disbursements of
its counsel and of all agents and other persons not regularly in its employ)
except to the extent any such expense, disbursement or advance is caused by its
own negligence, willful misconduct or bad faith. The Issuer also covenants to
indemnify the Trustee and each predecessor Trustee and their agents for, and to
hold it harmless against, any loss, liability or expense arising out of or in
connection with the acceptance or administration of this Indenture or the
trusts hereunder and the performance of its duties hereunder, including the
costs and expenses of defending itself against or investigating any claim of
liability in the premises, except to the extent such loss liability or expense
is caused by the negligence, willful misconduct or bad faith of the Trustee, its
agents or employees or such predecessor Trustee. The obligations of the Issuer
under this section to compensate and indemnify the Trustee and each predecessor
Trustee and to pay or reimburse the Trustee and each predecessor Trustee for
expenses, disbursements and advances shall constitute additional indebtedness
hereunder and shall survive the satisfaction and discharge of this Indenture.
Such additional indebtedness shall be a senior claim to that of the Securities
upon all property and funds held or collected by the Trustee as such, except
funds held in trust for the benefit of the holders of particular Securities,
and the Securities are hereby subordinated to such senior claim.


                    When
the Trustee incurs expenses or renders services in connection with an Event of
Default specified in Section 4.01(c) or Section 4.01(d), the expenses
(including the reasonable charges and expenses of its counsel) and the
compensation for the services are intended to constitute expenses of
administration under any applicable federal, state or non-U.S. bankruptcy,
insolvency or other similar law.


                    SECTION
5.07. Right of Trustee to Rely on Officers’ Certificate, etc. Subject to
Sections 5.01 and 5.02, whenever in the administration of the trusts 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
5.08. Persons Eligible for Appointment as Trustee. The Trustee for each
series of Securities hereunder shall at all times be a corporation organized
and doing business under the laws of the United States of America or the
District of Columbia having a combined capital and surplus of at least
$25,000,000, and which is eligible in accordance with the provisions of Section
310(a) of the Trust Indenture Act of 1939. If such corporation publishes
reports of condition at least annually, pursuant to law or to the requirements
of a federal, state or District of Columbia


29





supervising or
examining authority, then for the purposes of this Section, the combined
capital and surplus of such corporation shall be deemed to be its combined
capital and surplus as set forth in its most recent report of condition so
published.


                    SECTION
5.09. Resignation and Removal; Appointment of Successor Trustee. (a) The
Trustee, or any trustee or trustees hereafter appointed, may at any time resign
with respect to one or more or all series of Securities by giving written notice
of resignation to the Issuer and by mailing notice thereof by first class mail
to Holders of the applicable series of Securities at their last addresses as
they shall appear on the Security register. Upon receiving such notice of
resignation, the Issuer shall promptly appoint a successor trustee or trustees
with respect to the applicable series by written instrument in duplicate,
executed by authority of the Board, one copy of which instrument shall be
delivered to the resigning Trustee and one copy to the successor trustee or
trustees. If no successor trustee shall have been so appointed with respect to
any series and have accepted appointment within 30 days after the mailing of
such notice of resignation, the resigning trustee at the Issuer’s expense may
petition any court of competent jurisdiction for the appointment of a successor
trustee, or any Securityholder who has been a bona fide Holder of a Security or
Securities of the applicable series for at least six months may, subject to the
provisions of Section 4.12, on behalf of himself and all others similarly
situated, petition any such court for the appointment of a successor trustee.
Such court may thereupon, after such notice, if any, as it may deem proper and
prescribe, appoint a successor trustee.


	
  

 	
  

 	
  

 
	
  

 	
           (b)
 In case at any time any of the following shall occur:

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
           (i)
 the Trustee shall fail to comply with the provisions of Section 310(b) of the
 Trust Indenture Act of 1939 with respect to any series of Securities after
 written request therefor by the Issuer or by any Securityholder who has been
 a bona fide Holder of a Security or Securities of such series for at least
 six months; or

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
           (ii)
 the Trustee shall cease to be eligible in accordance with the provisions of
 Section 310(a) of the Trust Indenture Act of 1939 and shall fail to resign
 after written request therefor by the Issuer or by any Securityholder; or

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
           (iii)
 the Trustee shall become incapable of acting with respect to any series of
 Securities, or shall be adjudged a bankrupt or insolvent, or a receiver or
 liquidator of the Trustee or of its property shall be appointed, or any
 public officer shall take charge or control of the Trustee or of its property
 or affairs for the purpose of rehabilitation, conservation or liquidation;

 



then, in any
such case, the Issuer may remove the Trustee with respect to the applicable
series of Securities and appoint a successor trustee for such series by written
instrument, in duplicate, executed by order of the Board of the Issuer, one
copy of which instrument shall be delivered to the Trustee so removed and one
copy to the successor trustee, or,


30





subject to
Section 315(e) of the Trust Indenture Act of 1939, any Securityholder who has
been a bona fide Holder of a Security or Securities of such series for at least
six months may on behalf of himself and all others similarly situated, petition
any court of competent jurisdiction for the removal of the Trustee and the
appointment of a successor trustee with respect to such series. Such court may
thereupon, after such notice, if any, as it may deem proper and prescribe,
remove the Trustee and appoint a successor trustee.


	
  

 	
  

 
	
  

 	
           (c)
 The Holders of a majority in aggregate principal amount of the Securities of
 each series at the time outstanding may at any time remove the Trustee with
 respect to Securities of such series and appoint a successor trustee with
 respect to the Securities of such series by delivering to the Trustee so
 removed, to the successor trustee so appointed and to the Issuer the evidence
 provided for in Section 6.01 of the action in that regard taken by the
 Securityholders.

 
	
  

 	
  

 
	
  

 	
           (d)
 Any resignation or removal of the Trustee with respect to any series and any
 appointment of a successor trustee with respect to such series pursuant to
 any of the provisions of this Section 5.09 shall become effective upon
 acceptance of appointment by the successor trustee as provided in Section
 5.10.

 



                    SECTION
5.10. Acceptance of Appointment By Successor Trustee. Any successor
trustee appointed as provided in Section 5.09 shall execute and deliver to the
Issuer and to its predecessor trustee an instrument accepting such appointment
hereunder, and thereupon the resignation or removal of the predecessor trustee
with respect to all or any applicable series shall become effective and such
successor trustee, without any further act, deed or conveyance, shall become
vested with all rights, powers, duties and obligations with respect to such series
of its predecessor hereunder, with like effect as if originally named as
trustee for such series hereunder; but, nevertheless, on the written request of
the Issuer or of the successor trustee, upon payment of its charges then
unpaid, the trustee ceasing to act shall, subject to Section 9.04, pay over to
the successor trustee all moneys at the time held by it hereunder and shall
execute and deliver an instrument transferring to such successor trustee all
such rights, powers, duties and obligations. Upon request of any such successor
trustee, the Issuer shall execute any and all instruments in writing for more
fully and certainly vesting in and confirming to such successor trustee all
such rights and powers. Any trustee ceasing to act shall, nevertheless, retain
a prior claim upon all property or funds held or collected by such trustee to
secure any amounts then due it pursuant to the provisions of Section 5.06.


                    If
a successor trustee is appointed with respect to the Securities of one or more
(but not all) series, the Issuer, the predecessor Trustee and each successor
trustee with respect to the Securities of any applicable series shall execute
and deliver an indenture supplemental hereto which shall contain such
provisions as shall be deemed necessary or desirable to confirm that all the
rights, powers, trusts and duties of the predecessor Trustee with respect to
the Securities of any series as to which the predecessor Trustee is not
retiring shall continue to be vested in the predecessor Trustee, and 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


31





trustee, it
being understood that nothing herein or in such supplemental indenture shall
constitute such trustees co-trustees of the same trust and that each such
trustee shall be trustee of a trust or trusts under separate indentures. 


                    Upon
acceptance of appointment by any successor trustee as provided in this Section
5.10, the Issuer shall mail notice thereof by first-class mail to the Holders
of Securities of any series for which such successor trustee is acting as
trustee at their last addresses as they shall appear in the Security register.
If the acceptance of appointment is substantially contemporaneous with the
resignation, then the notice called for by the preceding sentence may be
combined with the notice called for by Section 5.09. If the Issuer fails to
mail such notice within ten days after acceptance of appointment by the
successor trustee, the successor trustee shall cause such notice to be mailed
at the expense of the Issuer. 


                    SECTION
5.11. Merger, Conversion, Consolidation or Succession to Business of
Trustee. Any corporation into which the Trustee may be merged or converted
or with which it may be consolidated, or any corporation resulting from any
merger, conversion or consolidation to which the Trustee shall be a party, or
any corporation succeeding to all or substantially all of the corporate trust
business of the Trustee, shall be the successor of the Trustee hereunder,
provided that such corporation shall be eligible under the provisions of Section
5.08, without the execution or filing of any paper or any further act on the
part of any of the parties hereto, anything herein to the contrary
notwithstanding. 


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


ARTICLE 6


Concerning the Securityholders


                    SECTION
6.01. Evidence of Action Taken by Securityholders. Any request, demand,
authorization, direction, notice, consent, waiver or other action provided by
this Indenture to be given or taken by a specified percentage in principal
amount of the Securityholders of any or all series may be embodied in and
evidenced by one or more instruments of substantially similar tenor signed by
such specified percentage of Securityholders in person or by agent duly
appointed in writing; and, except as herein 


32





otherwise
expressly provided, such action shall become effective when such instrument or
instruments are delivered to the Trustee. Proof of execution of any instrument
or of a writing appointing any such agent shall be sufficient for any purpose of
this Indenture and (subject to Sections 5.01 and 5.02) conclusive in favor of
the Trustee and the Issuer, if made in the manner provided in this Article. 


                    SECTION
6.02. Proof of Execution of Instruments and of Holding of Securities; Record
Date. Subject to Sections 5.01 and 5.02, the execution of any instrument by
a Securityholder or his agent or proxy may be proved 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 holding of Securities shall
be proved by the Security register or by a certificate of the registrar
thereof. The Issuer may set a record date for purposes of determining the
identity of holders of Securities of any series entitled to vote or consent to
any action referred to in Section 6.01, which record date may be set at any
time or from time to time by notice to the Trustee, for any date or dates (in
the case of any adjournment or reconsideration) not more than 60 days nor less
than five days prior to the proposed date of such vote or consent, and
thereafter, notwithstanding any other provisions hereof, only holders of
Securities of such series of record on such record date shall be entitled to so
vote or give such consent or revoke such vote or consent. 


                    SECTION
6.03. Holders to be Treated as Owners. The Issuer, the Trustee and any
agent of the Issuer or the Trustee may deem and treat the person in whose name
any Security shall be registered upon the Security register for such series as
the absolute owner of such Security (whether or not such 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,
subject to the provisions of this Indenture, interest on such Security and for
all other purposes; and neither the Issuer nor the Trustee nor any agent of the
Issuer or the Trustee shall be affected by any notice to the contrary. All such
payments so made to any such person, 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 Security. 


                    SECTION
6.04. Securities Owned by Issuer Deemed Not Outstanding. In determining
whether the Holders of the requisite aggregate principal amount of Outstanding
Securities of any or all series have concurred in any direction, consent or
waiver under this Indenture, Securities which are owned by the Issuer or any
other obligor on the Securities with respect to which such determination is
being made or by any person directly or indirectly controlling or controlled by
or under direct or indirect common control with the Issuer or any other obligor
on the Securities with respect to which such determination is being made shall
be disregarded and deemed not to be Outstanding for the purpose of any such
determination, except that for the purpose of determining whether the Trustee
shall be protected in relying on any such direction, consent or waiver only
Securities which a Responsible Officer of the Trustee actually knows are so
owned shall be so disregarded. Securities so owned which have been pledged in
good faith may be regarded as Outstanding if the pledgee establishes to the
satisfaction of the Trustee the pledgee’s right so to act with respect to such
Securities and 


33





that the
pledgee is not the Issuer or any other obligor upon the Securities or any
person directly or indirectly controlling or controlled by or under direct or
indirect common control with the Issuer or any other obligor on the Securities.
In case of a dispute as to such right, the advice of counsel shall be full
protection in respect of any decision made by the Trustee in accordance with
such advice. Upon request of the Trustee, the Issuer shall furnish to the
Trustee promptly an Officers’ Certificate listing and identifying all
Securities, if any, known by the Issuer to be owned or held by or for the
account of any of the above-described persons; and, subject to Sections 5.01
and 5.02, the Trustee shall be entitled to accept such Officers’ Certificate as
conclusive evidence of the facts therein set forth and of the fact that all
Securities not listed therein are Outstanding for the purpose of any such
determination. 


                    SECTION
6.05. Right of Revocation of Action Taken. At any time prior to (but not
after) the evidencing to the Trustee, as provided in Section 6.01, of the
taking of any action by the Holders of the percentage in aggregate principal
amount of the Securities of any or all series, as the case may be, specified in
this Indenture in connection with such action, any Holder of a Security the
serial number of which is shown by the evidence to be included among the serial
numbers of the Securities the Holders of which have consented to such action
may, by filing written notice at the Corporate Trust Office and upon proof of
holding as provided in this Article, revoke such action so far as concerns such
Security. Except as aforesaid any such action taken by the Holder of any
Security shall be conclusive and binding upon such Holder and upon all future
Holders and owners of such Security and of any Securities issued in exchange or
substitution therefor or on registration of transfer thereof, irrespective of
whether or not any notation in regard thereto is made upon any such Security.
Any action taken by the Holders of the percentage in aggregate principal amount
of the Securities of any or all series, as the case may be, specified in this
Indenture in connection with such action shall be conclusively binding upon the
Issuer, the Trustee and the Holders of all the Securities affected by such
action. 


ARTICLE 7


Supplemental Indentures


                    SECTION
7.01. Supplemental Indentures Without Consent of Securityholders. The
Issuer, when authorized by a resolution of its Board (which resolutions may
provide general authorization for such action and may provide that the specific
terms of such action may be determined by officers of the Issuer authorized
thereby), and the Trustee may from time to time and at any time enter into an
indenture or indentures supplemental hereto for one or more of the following
purposes: 


	
  

 	
  

 
	
  

 	
           (a)
 to convey, transfer, assign, mortgage or pledge to the Trustee as security
 for the Securities of one or more series any property or assets; 

 
	
  

 	
  

 
	
  

 	
           (b)
 to evidence the succession of another legal entity to the Issuer, or
 successive successions, and the assumption by the successor legal entity of
 the covenants, agreements and obligations of the Issuer pursuant to Article
 8; 

 


34









	
  

 	
  

 
	
  

 	
           (c)
 to add to the covenants of the Issuer such further covenants, restrictions,
 conditions or provisions as the Issuer and the Trustee shall consider to be
 for the protection of the Holders of Securities, and to make the occurrence,
 or the occurrence and continuance, of a default in any such additional
 covenants, restrictions, conditions or provisions an Event of Default permitting
 the enforcement of all or any of the several remedies provided in this
 Indenture as herein set forth; provided, 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 an Event of
 Default or may limit the remedies available to the Trustee upon such an Event
 of Default or may limit the right of the Holders of a majority in aggregate
 principal amount of the Securities of such series to waive such an Event of
 Default; 

 
	
  

 	
  

 
	
  

 	
           (d)
 to cure any ambiguity or to correct or supplement any provision contained
 herein or in any supplemental indenture which may be defective or
 inconsistent with any other provision contained herein or in any supplemental
 indenture; or to make such other provisions in regard to matters or questions
 arising under this Indenture or under any supplemental indenture as the Board
 may deem necessary or desirable and which shall not adversely affect the
 interests of the Holders of the Securities in any material respect; 

 
	
  

 	
  

 
	
  

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

 
	
  

 	
  

 
	
  

 	
           (f)
 to evidence and provide for the acceptance of appointment hereunder by a
 successor trustee with respect to the Securities of one or more series and to
 add to or change any of the provisions of this Indenture as shall be
 necessary to provide for or facilitate the administration of the trusts
 hereunder by more than one trustee, pursuant to the requirements of Section
 5.10. 

 



                    The
Trustee is hereby authorized to join with the Issuer 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 or immunities under this
Indenture or otherwise. 


                    Any
supplemental indenture authorized by the provisions of this section may be
executed without the consent of the Holders of any of the Securities at the
time outstanding, notwithstanding any of the provisions of Section 7.02. 


                    SECTION
7.02. Supplemental Indentures With Consent of Securityholders. With the
consent (evidenced as provided in Article 6) of the Holders of not less than a
majority in aggregate principal amount of the Securities at the time
Outstanding of all series affected by such supplemental indenture (voting as
one class), 


35





the Issuer,
when authorized by a resolution of its Board (which resolutions may provide
general authorization for such action and may provide that the specific terms
of such action may be determined by officers of the Issuer authorized thereby),
and the Trustee may, from time to time and at any time, enter into an indenture
or indentures supplemental hereto for the purpose of adding any provisions to
or changing in any manner or eliminating any of the provisions of this
Indenture or of any supplemental indenture or of modifying in any manner the
rights of the Holders of the Securities of each such series; provided, that no
such supplemental indenture shall (a) (i) extend the final maturity of any
Security, (ii) reduce the principal amount thereof, (iii) reduce the rate or
extend the time of payment of interest thereon, (iv) reduce any amount payable
on redemption thereof, (v) make the principal thereof (including any amount in
respect of original issue discount), or interest thereon payable in any coin or
currency other than that provided in the Securities or in accordance with the
terms thereof, (vi) modify or amend any provisions for converting any currency
into any other currency as provided in the Securities or in accordance with the
terms thereof, (vii) reduce the amount of the principal of an Original Issue
Discount Security that would be due and payable upon an acceleration of the
maturity thereof pursuant to Section 4.01 or the amount thereof provable in
bankruptcy pursuant to Section 4.02, (viii) modify or amend any provisions
relating to the conversion or exchange of the Securities for securities of the
Issuer or of other entities or other property (or the cash value thereof),
including the determination of the amount of securities or other property (or
cash) into which the Securities shall be converted or exchanged, other than as
provided in the antidilution provisions or other similar adjustment provisions
of the Securities or otherwise in accordance with the terms thereof, (ix) alter
the provisions of Section 10.12 or Section 10.14 or impair or affect the right
of any Securityholder to institute suit for the payment thereof or, if the
Securities provide therefor, any right of repayment at the option of the
Securityholder, in each case without the consent of the Holder of each Security
so affected, or (b) reduce the aforesaid percentage of Securities of any
series, the consent of the Holders of which is required for any such
supplemental indenture, without the consent of the Holders of each Security so
affected. 


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


                    Upon
the request of the Issuer, accompanied by a copy of a resolution of the Board
(which resolutions may provide general authorization for such action and may
provide that the specific terms of such action may be determined by officers of
the Issuer authorized thereby) certified by the secretary or an assistant
secretary of the Issuer authorizing the execution of any such supplemental
indenture, and upon the filing with the Trustee of evidence of the consent of
Securityholders as aforesaid and other documents, if any, required by Section
6.01, the Trustee shall join with the Issuer in the execution of such
supplemental indenture unless such supplemental indenture affects the Trustee’s
own rights, duties or immunities under this Indenture or otherwise, in which 


36





case the
Trustee may in its discretion, but shall not be obligated to, enter into such
supplemental indenture. 


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



                    Promptly
after the execution by the Issuer and the Trustee of any supplemental indenture
pursuant to the provisions of this Section, the Trustee shall give notice
thereof by (a) first class mail to the Holders of Securities of each series
affected thereby at their addresses as they shall appear on the registry books
of the Issuer or (b) by any other means set forth in such supplemental
indenture, setting forth in general terms the substance of such supplemental
indenture. Any failure of the Trustee to mail such notice, or any defect
therein, shall not, however, in any way impair or affect the validity of any
such supplemental indenture. 


                    SECTION
7.03. Effect of Supplemental Indenture. Upon the execution of any
supplemental indenture pursuant to the provisions hereof, 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 Issuer and the Holders of Securities of each
series affected thereby 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. 


                    SECTION
7.04. Documents to Be Given to Trustee. In executing, or accepting the
additional trusts created by, any supplemental indenture permitted by this
Article or the modification thereby of the trusts created by this Indenture,
the Trustee shall be provided with, and shall be fully protected in relying
upon, an Opinion of Counsel stating that the execution of such supplemental
indenture is authorized or permitted by this Indenture. The Trustee may, but
shall not be obligated to, enter into any such supplemental indenture which
adversely affects the Trustee’s own rights, duties or immunities under this
Indenture or otherwise. 


                    SECTION
7.05. Notation On Securities In Respect Of Supplemental Indentures. Securities
of any series authenticated and delivered after the execution of any
supplemental indenture pursuant to the provisions of this Article may bear a
notation in form approved by the Trustee for such series as to any matter
provided for by such supplemental indenture or as to any action taken by
Securityholders. If the Issuer or the Trustee shall so determine, new
Securities of any series so modified as to conform, in the opinion of the
Trustee and the Board, to any modification of this Indenture contained in any
such supplemental indenture may be prepared by the Issuer, authenticated by the
Trustee and delivered in exchange for the Securities of such series then
Outstanding. 


37





ARTICLE 8


Consolidation, Merger, Sale or Conveyance


                    SECTION
8.01. Issuer May Consolidate, etc., on Certain Terms. The Issuer
covenants that it will not merge or consolidate with any other Person or sell
or convey all or substantially all of its assets to any Person, unless (i)
either the Issuer shall be the continuing legal entity, or the successor legal
entity or the Person which acquires by sale or conveyance substantially all the
assets of the Issuer (if other than the Issuer) shall expressly assume the due
and punctual payment of the principal of and interest on all the Securities,
according to their tenor, and the due and punctual performance and observance
of all of the covenants and conditions of this Indenture to be performed or
observed by the Issuer, by supplemental indenture satisfactory to the Trustee,
executed and delivered to the Trustee by such successor legal entity, and (ii)
the Issuer or such successor legal entity, as the case may be, shall not,
immediately after such merger or consolidation, or such sale or conveyance, be
in default in the performance of any such covenant or condition. 


                    SECTION
8.02. Successor Substituted. In case of any such consolidation, merger,
sale or conveyance, and following such an assumption by the successor legal
entity, all in the manner described in Section 8.01, such successor legal
entity shall succeed to and be substituted for the Issuer, with the same effect
as if it had been named herein. Such successor legal entity may cause to be
signed, and may issue either in its own name or in the name of the Issuer prior
to such succession any or all of the Securities issuable hereunder which
theretofore shall not have been signed by the Issuer and delivered to the
Trustee; and, upon the order of such successor legal entity instead of the
Issuer and subject to all the terms, conditions and limitations in this
Indenture prescribed, the Trustee shall authenticate and shall deliver any
Securities which previously shall have been signed and delivered by the
officers of the Issuer to the Trustee for authentication, and any Securities
which such successor legal entity thereafter shall cause to be signed and
delivered to the Trustee for that purpose. All of the Securities so issued
shall in all respects have the same legal rank and benefit under this Indenture
as the Securities theretofore or thereafter issued in accordance with the terms
of this Indenture as though all of such Securities had been issued at the date
of the execution hereof. 


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


                    In
the event of any such sale or conveyance (other than a conveyance by way of
lease) the Issuer or any successor legal entity which shall theretofore have
become such in the manner described in this Article shall be discharged from
all obligations and covenants under this Indenture and the Securities and may
be liquidated and dissolved. 


                    SECTION
8.03. Opinion of Counsel to Trustee. The Trustee, subject to the
provisions of Sections 5.01 and 5.02, shall receive an Opinion of Counsel,
prepared in accordance with Section 10.06, as conclusive evidence that any such
consolidation, 


38





merger, sale,
lease or conveyance, and any such assumption, and any such liquidation or
dissolution, complies with the applicable provisions of this Indenture. 


ARTICLE 9


Satisfaction and Discharge of Indenture;
Unclaimed Moneys


                    SECTION
9.01. Satisfaction and Discharge of Indenture. (a) If at any time (i)
the Issuer shall have paid or caused to be paid the principal of and interest
on all the Securities of any series outstanding hereunder (other than
Securities of such series which have been destroyed, lost or stolen and which
have been replaced or paid as provided in Section 2.09) as and when the same
shall have become due and payable, or (ii) the Issuer shall have delivered to
the Trustee for cancellation all Securities of any series theretofore
authenticated (other than any 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) or (iii) (A) all the 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 (B) the Issuer shall
have irrevocably deposited or caused to be deposited with the Trustee as trust
funds the entire amount in cash (other than moneys repaid by the Trustee or any
paying agent to the Issuer in accordance with Section 9.04) in the case of any
series of Securities the payments on which may only be made in United States
dollars, direct obligations of the United States of America, backed by its full
faith and credit (“U.S. Government Obligations”), maturing as to
principal and interest at such times and in such amounts as will insure the
availability of cash, or a combination thereof, sufficient to pay at maturity
or upon redemption all Securities of such series (other than any 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) not theretofore
delivered to the Trustee for cancellation, including principal and interest due
or to become due on or prior to such date of maturity as the case may be, and
if, in any such case, the Issuer shall also pay or cause to be paid all other
sums payable hereunder by the Issuer with respect to Securities of such series,
then this Indenture shall cease to be of further effect with respect to
Securities of such series (except as to (i) rights of registration of transfer
and exchange of securities of such series, and the Issuer’s right of optional
redemption, if any, (ii) substitution of mutilated, defaced, destroyed, lost or
stolen Securities, (iii) rights of holders to receive payments of principal
thereof and interest thereon upon the original stated due date therefor (but no
upon acceleration), and remaining rights of the holders to receive mandatory
sinking fund payments, if any, (iv) the rights, obligations and immunities of
the Trustee hereunder and (v) the rights of the Securityholders of such series
as beneficiaries hereof with respect to the property so deposited with the
Trustee payable to all or any of them), and the Trustee, on demand of the
Issuer accompanied by an Officers’ Certificate and an Opinion of Counsel and at
the cost and expense of the Issuer, shall execute proper instruments
acknowledging such satisfaction of and discharging this Indenture with respect
to such series; provided, that the rights of Holders of the Securities to
receive amounts in respect of principal of and interest on the Securities held
by them shall not be delayed longer than required by then-


39





applicable
mandatory rules or policies of any securities exchange upon which the
Securities are listed. The Issuer agrees to reimburse the Trustee for any costs
or expenses thereafter reasonably and properly incurred and to compensate the
Trustee for any services thereafter reasonably and properly rendered by the
Trustee in connection with this Indenture or the Securities of such series. 


	
  

 	
  

 	
  

 
	
  

 	
           (b)
 The following provisions shall apply to the Securities of each series unless
 specifically otherwise provided in a Board Resolution, Officers’ Certificate
 or indenture supplemental hereto provided pursuant to Section 2.03. In
 addition to discharge of the Indenture pursuant to the next preceding
 paragraph, in the case of any series of Securities the exact amounts
 (including the currency of payment) of principal of and interest due on which
 can be determined at the time of making the deposit referred to in clause
 9.01(b)(i) below, the Issuer shall be deemed to have paid and discharged the
 entire indebtedness on all the Securities of such a series on the 91st day
 after the date of the deposit referred to in clause 9.01(b)(i) below, and the
 provisions of this Indenture with respect to the Securities of such series
 thereto shall no longer be in effect (except as to (1) rights of registration
 of transfer and exchange of Securities of such series and the Issuer’s right
 of optional redemption, if any, (2) substitution of mutilated, defaced,
 destroyed, lost or stolen Securities, (3) rights of Holders of Securities to
 receive payments of principal thereof and interest thereon, upon the original
 stated due dates therefor (but not upon acceleration), and remaining rights
 of the Holders to receive mandatory sinking fund payments, if any, (4) the
 rights, obligations, duties and immunities of the Trustee hereunder, (5) the
 rights of the Holders of Securities of such series as beneficiaries hereof
 with respect to the property so deposited with the Trustee payable to all or
 any of them and (6) the obligations of the Issuer under Section 3.02) and the
 Trustee, at the expense of the Issuer, shall at the Issuer’s request, execute
 proper instruments acknowledging the same, if

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
           (i)
 with reference to this provision the Issuer has irrevocably deposited or
 caused to be irrevocably deposited with the Trustee as trust funds in trust,
 specifically pledged as security for, and dedicated solely to, the benefit of
 the Holders of the Securities of such series (A) cash in an amount, or (B) in
 the case of any series of Securities the payments on which may only be made
 in Dollars, U.S. Government Obligations, maturing as to principal and
 interest at such times and in such amounts as will insure the availability of
 cash or (C) a combination thereof, sufficient, in the opinion of a nationally
 recognized firm of independent public accountants expressed in a written
 certification thereof delivered to the Trustee, to pay (1) the principal and
 interest on all Securities of such series and Coupons appertaining thereto on
 each date that such principal or interest is due and payable and (2) any
 mandatory sinking fund payments on the dates on which such payments are due
 and payable in accordance with the terms of the Indenture and the Securities
 of such series; 

 


40









	
  

 	
  

 	
  

 
	
  

 	
  

 	
           (ii)
 such deposit will not result in a breach or violation of, or constitute a
 default under, any agreement or instrument to which the Issuer is a party or
 by which it is bound; 

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
           (iii)
 the Issuer has delivered to the Trustee an Opinion of Counsel based on the
 fact that (x) the Issuer has received from, or there has been published by,
 the Internal Revenue Service a ruling or (y) since the date hereof, there has
 been a change in the applicable federal income tax law, in either case to the
 effect that, and such opinion shall confirm that, the Holders of the
 Securities of such series and Coupons appertaining thereto will not recognize
 income, gain or loss for federal income tax purposes as a result of such
 deposit, defeasance and discharge and will be subject to federal income tax
 on the same amount and in the same manner and at the same times, as would
 have been the case if such deposit, defeasance and discharge had not
 occurred; and 

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
           (iv)
 the Issuer has delivered to the Trustee an Officers’ Certificate and an
 Opinion of Counsel, each stating that all conditions precedent provided for
 relating to the defeasance contemplated by this provision have been complied
 with. 

 
	
  

 	
  

 	
  

 
	
  

 	
           (c)
 The Issuer shall be released from its obligations under Section 9.01 with
 respect to the Securities of any Series, Outstanding, on and after the date
 the conditions set forth below are satisfied (hereinafter, “covenant
 defeasance”). For this purpose, such covenant defeasance means that, with
 respect to the Outstanding Securities of any Series, the Issuer may omit to
 comply with and shall have no liability in respect of any term, condition or
 limitation set forth in such Sections, whether directly or indirectly by
 reason of any reference elsewhere herein to such Sections or by reason of any
 reference in such Sections to any other provision herein or in any other
 document and such omission to comply shall not constitute an Event of Default
 under Section 4.01, but the remainder of this Indenture and such Securities
 and Coupons shall be unaffected thereby. The following shall be the
 conditions to application of this subsection (c) of this Section 9.01: 

 
	
  

 	
  

 
	
  

 	
  

 	
           (i)
 The Issuer has irrevocably deposited or caused to be deposited with the
 Trustee as trust funds in trust for the purpose of making the following
 payments, specifically pledged as security for, and dedicated solely to, the
 benefit of the holders of the Securities of such series, (A) cash in an
 amount, or (B) in the case of any series of Securities the payments on which
 may only be made in Dollars, U.S. Government Obligations maturing as to
 principal and interest at such times and in such amounts as will insure the
 availability of cash or (C) a combination thereof, sufficient, in the opinion
 of a nationally recognized firm of independent public accountants expressed
 in a written certification thereof delivered to the Trustee, to pay (1) the
 principal and interest on all Securities of such series and Coupons
 appertaining thereto and (2) any 

 


41









	
  

 	
  

 	
  

 
	
  

 	
  

 	
 mandatory
 sinking fund payments on the day on which such payments are due and payable
 in accordance with the terms of the Indenture and the Securities of such
 series. 

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
           (ii)
 No Event of Default or event which with notice or lapse of time or both would
 become an Event of Default with respect to the Securities shall have occurred
 and be continuing on the date of such deposit or, insofar as subsections
 4.01(c) and 4.01(d) are concerned, at any time during the period ending on
 the 91st day after the date of such deposit (it being understood that this
 condition shall not be deemed satisfied until the expiration of such period).
 

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
           (iii)
 Such covenant defeasance shall not cause the Trustee to have a conflicting
 interest for purposes of the Trust Indenture Act of 1939 with respect to any
 securities of the Issuer. 

 
	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
           (v)
 Such covenant defeasance shall not cause any Securities then listed on any
 registered national securities exchange under the Securities Exchange Act of
 1934, as amended, to be delisted. 

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
           (vi)
 The Issuer shall have delivered to the Trustee an Officers’ Certificate and
 Opinion of Counsel to the effect that the Holders of the 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. 

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
           (vii)
 The Issuer shall have delivered to the Trustee an Officers’ Certificate and
 an Opinion of Counsel, each stating that all conditions precedent provided
 for relating to the covenant defeasance contemplated by this provision have
 been complied with. 

 



                    SECTION
9.02. Application by Trustee of Funds Deposited for Payment of Securities.
Subject to Section 9.04 and any subordination provisions applicable to the
Securities, all moneys deposited with the Trustee pursuant to Section 9.01
shall be held in trust and applied by it to the payment, either directly or
through any paying agent (including the Issuer acting as its own paying agent),
to the Holders of the particular Securities of such series for the payment or
redemption of which such moneys have been deposited with the Trustee, of all
sums due and to become due thereon for principal and interest; but such money
need not be segregated from other funds except to the extent required by law. 


42





                    SECTION
9.03. Repayment of Moneys Held by Paying Agent. In connection with the
satisfaction and discharge of this Indenture with respect to Securities of any
series, all moneys then held by any paying agent under the provisions of this Indenture
with respect to such series of Securities shall, upon demand of the Issuer, be
repaid to it or paid to the Trustee and thereupon such paying agent shall be
released from all further liability with respect to such moneys. 


                    SECTION
9.04. Return of Moneys Held by Trustee and Paying Agent Unclaimed for Two
Years. Any moneys deposited with or paid to the Trustee or any paying agent
for the payment of the principal of or interest on any Security of any series
and not applied but remaining unclaimed for two years after the date upon which
such principal or interest shall have become due and payable, shall, upon the
written request of the Issuer and unless otherwise required by mandatory
provisions of applicable escheat or abandoned or unclaimed property law, be
repaid to the Issuer by the Trustee for such series or such paying agent, and
the Holder of the Security of such series shall, unless otherwise required by
mandatory provisions of applicable escheat or abandoned or unclaimed property
laws, thereafter look only to the Issuer for any payment which such Holder may
be entitled to collect, and all liability of the Trustee or any paying agent
with respect to such moneys shall thereupon cease. 


                    The
Issuer shall pay and indemnify the Trustee against any tax, fee or other charge
imposed on or assessed against the U.S. Government Obligations deposited
pursuant to Section 9.01 or the principal and interest received in respect
thereof other than any such tax, fee or other charge which by law is for the
account of the Holders of Outstanding Securities. 


ARTICLE 10


Miscellaneous Provisions


                    SECTION
10.01. Incorporators, Stockholders, Members, Officers and Directors of
Issuer Exempt from Individual Liability. No recourse under or upon any
obligation, covenant or agreement contained in this Indenture, or in any
Security, or because of any indebtedness evidenced thereby, shall be had
against any incorporator, as such or against any past, present or future stockholder,
member, officer or director, as such, of the Issuer or of any successor, either
directly or through the Issuer or any successor, under any rule of law, statute
or constitutional provision or by the enforcement of any assessment or by any
legal or equitable proceeding or otherwise, all such liability being expressly
waived and released by the acceptance of the Securities by the holders thereof
and as part of the consideration for the issue of the Securities. 


                    SECTION
10.02. Provisions of Indenture for the Sole Benefit of Parties and
Securityholders. Nothing in this Indenture or in the Securities, expressed
or implied, shall give or be construed to give to any person, firm or
corporation, other than the parties hereto and their successors and the Holders
of the Securities, any legal or equitable right, remedy or claim under this
Indenture or under any covenant or provision herein 


43





contained, all
such covenants and provisions being for the sole benefit of the parties hereto
and their successors and of the Holders of the Securities. 


                    SECTION
10.03. Successors and Assigns of Issuer Bound by Indenture. All the
covenants, stipulations, promises and agreements in this Indenture contained by
or in behalf of the Issuer shall bind its successors and assigns, whether so
expressed or not. 


                    SECTION
10.04. Notices and Demands on Issuer, Trustee and Securityholders. 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 of Securities
to or on the Issuer may be given or served by being deposited postage prepaid,
first-class mail (except as otherwise specifically provided herein) addressed
(until another address of the Issuer is filed by the Issuer with the Trustee)
to Costamare Inc. at the following address: 


Costamare Inc.


60 Zephyrou Street & Syngrou Avenue

17564, Athens, GREECE

Attention: Chief Financial Officer

Facsimile: 30-210-949-6454 


with copies
to: 


Cravath Swaine
& Moore

825 Eighth Avenue

New York, New York 10019 

Attention: William P. Rogers, Jr., Esq.

Facsimile: (212) 474-3700 


                    Any
notice, direction, request or demand by the Issuer or any Securityholder to or
upon the Trustee shall be deemed to have been sufficiently given or made, for
all purposes, if delivered in person or mailed by first-class mail to the
Trustee at
[                    ].



                    Where
this Indenture provides for notice to Holders, such notice shall be sufficiently
given (unless otherwise herein expressly provided) if in writing and mailed,
first-class postage prepaid, to each Holder entitled thereto, at his last
address as it appears in the Security register. In any case where notice to
Holders is given by mail, neither the failure to mail such notice, nor any
defect in any notice so mailed, to any particular Holder shall affect the
sufficiency of such notice with respect to other Holders. Where this Indenture
provides for notice in any manner, such notice may be waived in writing by the
person entitled to receive such notice, either before or after the event, and
such waiver shall be the equivalent of such notice. Waivers of notice by
Holders shall be filed with the Trustee, but such filing shall not be a condition
precedent to the validity of any action taken in reliance upon such waiver. 


44





                    In
case, by reason of the suspension of or irregularities in regular mail service,
it shall be impracticable to mail notice to the Issuer and Securityholders when
such notice is required to be given pursuant to any provision of this
Indenture, then any manner of giving such notice as shall be satisfactory to
the Trustee shall be deemed to be a sufficient giving of such notice. 


                    Notwithstanding
anything to the contrary, the Trustee agrees to accept and act upon
instructions or directions pursuant to this Indenture sent by unsecured e-mail,
pdf, facsimile transmission or other similar unsecured electronic methods;
provided, however, that (a) the party providing such written instructions,
subsequent to such transmission of written instructions, shall provide the
originally executed instructions or directions to the Trustee in a timely
manner, and (b) such originally executed instructions or directions shall be
signed by an authorized representative of the party providing such instructions
or directions. If the party elects to give the Trustee e-mail or facsimile
instructions (or instructions by a similar electronic method) and the Trustee
in its discretion elects to act upon such instructions, the Trustee’s
understanding of such instructions shall be deemed controlling. The Trustee
shall not be liable for any losses, costs or expenses arising directly or
indirectly from the Trustee’s reliance upon and compliance with such
instructions notwithstanding such instructions conflict or are inconsistent
with a subsequent written instruction. The party providing electronic
instructions agrees to assume all risks arising out of the use of such electronic
methods to submit instructions and directions to the Trustee, including without
limitation the risk of the Trustee acting on unauthorized instructions, and the
risk or interception and misuse by third parties. 


                    SECTION
10.05. Communication by Securityholders with Other Securityholders.
Securityholders may communicate pursuant to Section 312(b) of the Trust
Indenture Act of 1939 with other Securityholders with respect to their rights
under this Indenture or the Securities. The Issuer, the Trustee, any registrar
and anyone else shall have the protection of Section 312(c) of the Trust
Indenture Act of 1939. 


                    SECTION
10.06. Officers’ Certificates and Opinions of Counsel; Statements to be
Contained Therein. Upon any application or demand by the Issuer to the
Trustee to take any action under any of the provisions of this Indenture, the
Issuer 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. 


                    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 (a) a statement that the person making such
certificate or opinion has read such covenant or condition, (b) 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, (c) 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 


45 






and (d) a
statement as to whether or not, in the opinion of such person, such condition
or covenant has been complied with.


                    Any
certificate, statement or opinion of an officer of the Issuer may be based,
insofar as it relates to legal matters, upon a certificate or opinion of or
representations by counsel, unless such officer knows that the certificate or
opinion or representations with respect to the matters upon which his
certificate, statement or opinion may be based as aforesaid are erroneous, or
in the exercise of reasonable care should know that the same are erroneous. Any
certificate, statement or opinion of counsel may be based, insofar as it
relates to factual matters, information with respect to which is in the
possession of the Issuer, upon the certificate, statement or opinion of or
representations by an officer of officers of the Issuer, unless such counsel
knows that the certificate, statement or opinion or representations with
respect to the matters upon which his certificate, statement or opinion may be
based as aforesaid are erroneous, or in the exercise of reasonable care should
know that the same are erroneous. 


                    Any
certificate, statement or opinion of an officer of the Issuer or of counsel may
be based, insofar as it relates to accounting matters, upon a certificate or
opinion of or representations by an accountant or firm of accountants in the
employ of the Issuer, unless such officer or counsel, as the case may be, knows
that the certificate or opinion or representations with respect to the
accounting matters upon which his certificate, statement or opinion may be based
as aforesaid are erroneous, or in the exercise of reasonable care should know
that the same are erroneous. 


                    Any
certificate or opinion of any independent firm of public accountants filed with
the Trustee shall contain a statement that such firm is independent. 


                    SECTION
10.07. Payments Due on Saturdays, Sundays and Holidays. If the date of
maturity of interest on or principal of the Securities of any series or the
date fixed for redemption or repayment of any such Security shall not be a
Business Day, then payment of interest or principal need not be made on such
date, but may be made on the next succeeding Business Day 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. 


                    SECTION
10.08. Conflict of any Provision of Indenture with Trust Indenture Act of
1939. If and to the extent that any provision of this Indenture limits,
qualifies or conflicts with another provision included in this Indenture by
operation of Sections 310 to 317, inclusive, of the Trust Indenture Act of 1939
(an “incorporated provision”), such incorporated provision shall
control. 


                    SECTION
10.09. New York Law to Govern. This Indenture and each Security shall be
governed by, and construed in accordance with, the laws of the State of New
York, except as may otherwise be required by mandatory provisions of law. 


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                    SECTION
10.10. 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. 


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


                    SECTION
10.12. Securities in a Non-U.S. Currency. Unless otherwise specified in
an Officers’ Certificate delivered pursuant to Section 2.03 of this Indenture
with respect to a particular series of Securities, whenever for purposes of
this Indenture any action may be taken by the Holders of a specified percentage
in aggregate principal amount of Securities of all series or all series
affected by a particular action at the time Outstanding and, at such time,
there are Outstanding Securities of any series which are denominated in a coin
or currency other than Dollars, then the principal amount of Securities of such
series which shall be deemed to be Outstanding for the purpose of taking such
action shall be that amount of Dollars that could be obtained for such amount
at the Market Exchange Rate. For purposes of this Section 10.12, Market
Exchange Rate shall mean the noon Dollar buying rate in New York City for cable
transfers of that currency as published by the Federal Reserve Bank of New
York. If such Market Exchange Rate is not available for any reason with respect
to such currency, the Trustee shall use, in its sole discretion and without
liability on its part, such quotation of the Federal Reserve Bank of New York
as of the most recent available date, or quotations from one or more major
banks in The City of New York or in the country of issue of the currency in question,
or such other quotations as the Trustee shall deem appropriate. The provisions
of this paragraph shall apply in determining the equivalent principal amount in
respect of Securities of a series denominated in a currency other than Dollars
in connection with any action taken by Holders of Securities pursuant to the
terms of this Indenture. 


                    All
decisions and determinations of the Trustee regarding the Market Exchange Rate
or any alternative determination provided for in the preceding paragraph shall
be in its sole discretion and shall, in the absence of manifest error, be
conclusive to the extent permitted by law for all purposes and irrevocably
binding upon the Issuer and all Holders. 


                    SECTION
10.13. Submission to Jurisdiction. The Issuer agrees that any legal
suit, action or proceeding arising out of or based upon this Indenture may be
instituted in any federal or state court sitting in New York City, and, to the
fullest extent permitted by law, waives any objection which it may now or
hereafter have to the laying of venue of any such proceeding, and irrevocably
submits to the jurisdiction of such court in any suit, action or proceeding.
The Issuer, as long as any of the Securities remain Outstanding or the parties hereto
have any obligation under this Indenture, shall have an authorized agent (the “Authorized
Agent”) in the United States upon whom process may be served in any such
legal action or proceeding. Service of process upon such agent and written
notice of such service mailed or delivered to it shall to the extent permitted
by law be deemed in every respect effective service of process upon it in any
such legal action or 


47






proceeding
and, if it fails to maintain such agent, any such process or summons may be
served by mailing a copy thereof by registered mail, or a form of mail
substantially equivalent thereto, addressed to it at its address as provided
for notices hereunder. The Issuer hereby appoints
[                    ]
as its agent for such purposes, and covenants and agrees that service of
process in any legal action or proceeding may be made upon it at such office of
such agent. 


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


                    SECTION
10.15. Waiver of Jury Trial. EACH OF THE ISSUER AND THE TRUSTEE HEREBY
IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND
ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING
TO THIS INDENTURE, THE SECURITIES OR THE TRANSACTION CONTEMPLATED HEREBY. 


                    SECTION
10.16. Force Majeure. In no event shall the Trustee be responsible or
liable for any failure or delay in the performance of its obligations hereunder
arising out of or caused by, directly or indirectly, forces beyond its control,
including, without limitation, strikes, work stoppages, accidents, acts of war
or terrorism, civil or military disturbances, nuclear or natural catastrophes
or acts of God, and interruptions, loss or malfunctions of utilities,
communications or computer (software and 


48





hardware)
services; it being understood that the Trustee shall use reasonable efforts
which are consistent with accepted practices in the banking industry to resume
performance as soon as practicable under the circumstances. 


ARTICLE 11


Redemption of Securities


                    SECTION
11.01. Applicability Of Article. The provisions of this Article shall be
applicable to the Securities of any series which are redeemable before their
maturity except as otherwise specified as contemplated by Section 2.03 for
Securities of such series. 


                    SECTION
11.02. Notice Of Redemption; Partial Redemptions. Notice of redemption
to the Holders of Securities of any series to be redeemed as a whole or in part
at the option of the Issuer shall be given by mailing notice of such redemption
by first class mail, postage prepaid, at least 30 days and not more than 60
days prior to the date fixed for redemption to such Holders of Securities of
such series at their last addresses as they shall appear upon the registry
books. Any notice which is mailed in the manner herein provided shall be
conclusively presumed to have been duly given, whether or not the Holder
receives the notice. Failure to give notice by mail, or any defect in the
notice to the Holder of any 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 Security of such series. 


                    The
notice of redemption to each such Holder shall specify the principal amount of
each Security of such series held by such Holder to be redeemed, the date fixed
for redemption, the redemption price, the place or places of payment, that
payment will be made upon presentation and surrender of such Securities, that
such redemption is pursuant to the mandatory or optional sinking fund, or both,
if such be the case, that interest accrued to the date fixed for redemption
will be paid as specified in such notice and that on and after said date
interest thereon or on the portions thereof to be redeemed will cease to accrue.
In case any 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 Security, a new Security or Securities of such series in
principal amount equal to the unredeemed portion thereof will be issued. 


                    The
notice of redemption of Securities of any series to be redeemed at the option
of the Issuer shall be given by the Issuer or, at the Issuer’s request, by the
Trustee in the name and at the expense of the Issuer; provided, however,
in the latter case the Issuer shall give the Trustee at least ten (10) days
advance notice of the date upon which the notice is to be given (unless a
shorter notice period shall be agreed to by the Trustee in writing). 


                    A
notice of redemption may be conditioned and provide that it is subject to the
occurrence of any event described in the notice before the date fixed for the 


49





redemption. A
notice of conditional redemption will be of no effect unless all conditions to
the redemption have occurred before the redemption date or have been waived by
the Issuer. 


                    On
or before the redemption date specified in the notice of redemption given as
provided in this Section, the Issuer will deposit with the Trustee or with one
or more paying agents (or, if the Issuer is acting as its own paying agent, set
aside, segregate and hold in trust as provided in Section 3.04) an amount of
money or other property sufficient to redeem on the redemption date all the
Securities of such series so called for redemption at the appropriate
redemption price, together with accrued interest to the date fixed for
redemption. If less than all the outstanding Securities of a series are to be
redeemed, the Issuer will deliver to the Trustee at least 70 days prior to the
date fixed for redemption an Officers’ Certificate stating the aggregate
principal amount of Securities to be redeemed. 


                    If
less than all the Securities of a series are to be redeemed, the Trustee shall
select, in such manner as it shall deem appropriate and fair, Securities of
such Series to be redeemed in whole or in part. Securities may be redeemed in
part in multiples equal to the minimum authorized denomination for Securities
of such series or any multiple thereof. The Trustee shall promptly notify the
Issuer in writing of the Securities of such series selected for redemption and,
in the case of any Securities of such series selected for partial redemption,
the principal amount thereof to be redeemed. For all purposes of this
Indenture, unless the context otherwise requires, all provisions relating to
the redemption of Securities of any series shall relate, in the case of any
Security redeemed or to be redeemed only in part, to the portion of the
principal amount of such Security which has been or is to be redeemed. 


                    SECTION
11.03. Payment of Securities Called for Redemption. If notice of
redemption has been given as above provided, the Securities or portions of
Securities specified in such notice shall become due and payable on the date
and at the place stated in such notice at the applicable redemption price,
together with interest accrued to the date fixed for redemption, and on and
after said date (unless the Issuer shall default in the payment of such
Securities at the redemption price, together with interest accrued to said
date) interest on the Securities or portions of Securities so called for
redemption shall cease to accrue and, except as provided in Sections 5.05 and
9.04, such 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 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 Securities at a place of
payment specified in said notice, said Securities or the specified portions
thereof shall be paid and redeemed by the Issuer at the applicable redemption
price, together with interest accrued thereon to the date fixed for redemption;
provided that any semiannual payment of interest becoming due on the date fixed
for redemption shall be payable to the Holders of such Securities registered as
such on the relevant record date subject to the terms and provisions of
Sections 2.03 and 2.04 hereof. 


50





                    If
any Security called for redemption shall not be so paid upon surrender thereof
for redemption, the principal shall, until paid or duly provided for, bear
interest from the date fixed for redemption at the rate of interest or Yield to
Maturity (in the case of an Original Issue Discount Security) borne by such
Security. 


                    Upon
presentation of any Security redeemed in part only, the Issuer shall execute
and the Trustee shall authenticate and deliver to or on the order of the Holder
thereof, at the expense of the Issuer, a new Security or Securities of such
series, of authorized denominations, in principal amount equal to the
unredeemed portion of the Security so presented. 


                    SECTION
11.04. Exclusion of Certain Securities from Eligibility for Selection for
Redemption. Securities shall be excluded from eligibility for selection for
redemption if they are identified by registration and certificate number in a
written statement signed by an authorized officer of the Issuer and delivered
to the Trustee at least 40 days prior to the last date on which notice of
redemption may be given as being owned of record and beneficially by, and not
pledged or hypothecated by either (a) the Issuer or (b) an entity specifically
identified in such written statement as directly or indirectly controlling or
controlled by or under direct or indirect common control with the Issuer. 


 [Signature Page Follows]


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                    IN
WITNESS WHEREOF, the parties hereto have caused this Indenture to be duly
executed as of ____________, ________. 


	
  

 	
  

 	
  

 	
  

 
	
  

 	
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