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Exhibit 4.1.1


        INDENTURE,
dated as of June 16, 2004, between Celestica Inc., a corporation duly organized and existing under the laws of the Province of Ontario, Canada (herein called the
"Company"), having its principal office at 1150 Eglinton Avenue East, Toronto, Ontario, Canada, M3C 1H7, and JPMorgan Chase Bank, a New York corporation, as trustee hereunder (herein
called the "Trustee"). 


 
 

RECITALS OF THE COMPANY    
    


        The Company has duly authorized the execution and delivery of this Indenture to provide for the issuance from time to time of its secured or unsecured debentures,
notes or other evidences of indebtedness (herein collectively called the "Securities" and individually called a "Security"), unlimited as to principal amount, to bear such rates of interest, to mature
at such times, and to be issued in one or more series which may be convertible into or exchangeable for any securities of any person (including the Company) as hereinafter provided. 


        This
Indenture is subject to the provisions of the Trust Indenture Act (as hereinafter defined) that are required to be part of this Indenture and shall, to the extent applicable, be
governed by such provisions. 



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


        NOW,
THEREFORE, THIS INDENTURE WITNESSETH: 


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


 
 

ARTICLE 1
  
    DEFINITIONS AND OTHER
  PROVISIONS OF GENERAL APPLICATION    
    


        Section 1.01. Definitions. 


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


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


        (2)   all
other terms used herein which are defined in the Trust Indenture Act, either directly or by reference therein, have the meanings assigned to them therein, and the
terms "cash transaction" and "self-liquidating paper," as used in Trust Indenture Act Section 311, shall have the meanings assigned to them in the rules of the Commission adopted under the
Trust Indenture Act; 







 

        (3)   all
accounting terms not otherwise defined herein have the meanings assigned to them in accordance with generally accepted accounting principles in Canada, and, except
as otherwise herein expressly provided, the term "generally accepted accounting principles" with respect to any computation required or permitted hereunder shall mean such accounting principles as are
generally accepted at the date of such computation; 


        (4)   the
words "consolidation, amalgamation or merger" as used herein shall be deemed in each case to include any statutory arrangement (including a business combination),
binding share exchange or substantially similar extraordinary transaction; and the words "consolidated, amalgamated or merged" and similar phrases have meanings correlative to the foregoing; 


        (5)   the
words "include," "included" and "including" as used herein shall be deemed in each case to be followed by the phrase "without limitation"; and 



        (6)   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. 


        "Act,"
when used with respect to any Holder, has the meaning specified in Section 1.04. 


        "Additional
Amounts" has the meaning specified in Section 10.05. 


        "Affiliate"
of any specified Person means any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified Person. For
the purposes of this definition, "control" when used with respect to any specified Person means the power to direct or cause the direction of the management and policies of such Person, directly or
indirectly, whether through the ownership of voting securities, by contract or otherwise; and the terms "controlling" and "controlled" have meanings correlative to the foregoing. 


        "Authenticating
Agent" means any Person or Persons appointed by the Trustee to act on behalf of the Trustee pursuant to Section 6.13 to authenticate Securities of one or
more series. 


        "Authorized
Newspaper" means a newspaper, in the English language or in an official language of the country of publication, customarily published on each Business Day, whether or not
published on Saturdays, Sundays or holidays, and of general circulation in each place in connection with which the term is used or in the financial community of each such place. Where successive
publications are required to be made in Authorized Newspapers, the successive publications may be made in the same or in different newspapers in the same city meeting the foregoing requirements and in
each case on any Business Day. 


        "Bearer
Security" means any Security except a Registered Security. 


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        "Board
of Directors" means either the board of directors of the Company or any duly authorized committee of that board. 


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



        "Business
Day" means each Monday, Tuesday, Wednesday, Thursday and Friday which is not a day on which banks and trust companies in the City of New York or Toronto are authorized
or obligated by law, regulation or executive order to close or to remain closed. 


        "Canadian
Taxes" has the meaning specified in Section 10.05. 


        "Clearstream
International" means Clearstream Banking Luxembourg, a socíeté anonyme, or its successor. 


        "Code"
means the United States Internal Revenue Code of 1986, as amended. 



        "Commission"
means the United States Securities and Exchange Commission, as from time to time constituted, created under the Exchange Act, or, if at any time after the execution
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 at such time. 


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


        "Company
Request" or "Company Order" means a written request or order signed in the name of the Company by any two of the following officers of the Company: Chairman of the Board, Vice
Chairman of the Board, Chief Executive Officer, President, an Executive Vice President, a Senior Vice President, a Vice President, the principal financial officer, Treasurer, an Assistant Treasurer,
the Controller, the Secretary or an Assistant Secretary, and delivered to the Trustee. 


        "Conversion
Date" has the meaning specified in Section 3.12(d). 


        "Conversion
Event" means the cessation of use of (i) a Foreign Currency both by the government of the country which issued such Foreign Currency and by a central bank or other
public institution of or within the international banking community for the settlement of transactions, or (ii) any Currency unit (or composite Currency) for the purposes for which it was
established. 


        "Corporate
Trust Office" means the corporate trust office of the Trustee of a series of Securities at which at any particular time its corporate trust business shall be administered
(which at the date of this Indenture is located at JPMorgan Chase Bank, 4 New York Plaza, 15th Floor, New York, New York 10004, Attention: Institutional Trust Services), except
that with respect to presentation of Securities of a series for payment of such series or for registration of transfer or exchange, such term shall mean the office or agency of the Trustee of such
series designated for such purpose (which at the date of this Indenture is located at JPMorgan Chase Bank, GIS Unit Trust Window, 4 New York Plaza, 1st Floor,
New York, New York 10004). 


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        "corporation"
includes corporations, associations, joint-stock companies, companies, limited liability companies and business trusts. 


        "coupon"
means any interest coupon appertaining to a Bearer Security. 


        "covenant
defeasance" has the meaning specified in Section 14.03. 


        "Currency"
means any currency or currencies, composite currency or currency unit or currency units issued by the government of one or more countries or by any recognized confederation or
association of such governments. 


        "Debt"
means notes, bonds, debentures or other similar evidences of indebtedness for money borrowed. 


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


        "Defaulted
Interest" has the meaning specified in Section 3.07. 


        "defeasance"
has the meaning specified in Section 14.02. 


        "Depositary"
means, with respect to Securities of any series issuable or issued in whole or in part in the form of one or more Global Securities, a clearing agency registered under the
Exchange Act that is designated to act as Depositary for such Securities as contemplated by Section 3.05 or, with respect to Securities of any series offered and sold to persons outside of the
United States, Euroclear or Clearstream International. 


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


        "Dollar
Equivalent of the Currency Unit" has the meaning specified in Section 3.12(g). 



        "Dollar
Equivalent of the Foreign Currency" has the meaning specified in Section 3.12(f). 


        "Election
Date" has the meaning specified in Section 3.12(h). 


        "Euroclear"
means, as applicable, Euroclear Bank, Euroclear France, Euroclear Nederland or CRESTCo, or their successors as operators of the Euroclear system. 


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        "Event
of Default" has the meaning specified in Section 5.01. 


        "Exchange
Act" means the United States Securities Exchange Act of 1934, as amended. 


        "Exchange
Rate Agent" means, with respect to Securities of or within any series, unless otherwise specified with respect to any Securities pursuant to Section 3.01, a
New York Clearing House bank, designated pursuant to Section 3.01 or Section 3.13. 



        "Exchange
Rate Officers' Certificate" means a tested telex or a certificate setting forth (i) the applicable Market Exchange Rate and (ii) the Dollar or Foreign Currency
amounts of principal (and premium, if any) and interest, if any (on an aggregate basis and on the basis of a Security having the lowest denomination principal amount determined in accordance with
Section 3.02 in the relevant Currency), payable with respect to a Security of any series on the basis of such Market Exchange Rate, sent (in the case of a telex) or signed (in the case of a
certificate) by the President, any Executive Vice President, Senior Vice President or Vice President, and countersigned by the principal financial officer, the Treasurer or any Assistant Treasurer of
the Company. 


        "Extension
Notice" has the meaning specified in Section 3.08. 


        "Extension
Period" has the meaning specified in Section 3.08. 


        "Federal
Bankruptcy Code" means the Bankruptcy Act of Title 11 of the United States Code, as amended from time to time. 


        "Final
Maturity" has the meaning specified in Section 3.08. 


        "Foreign
Currency" means any Currency other than Currency of the United States. 


        "Global
Security" means any Registered Security registered in the name of the Depositary or a nominee thereof. 


        "Government
Obligations" means, unless otherwise specified with respect to Securities of any series pursuant to Section 3.01, securities which are (i) direct obligations of
the government which issued the Currency in which the principal of or any premium or interest on such Securities of a particular series are payable or (ii) obligations of a Person controlled or
supervised by and acting as an agency or instrumentality of the government which issued the Currency in which the Securities of such series are payable, the payment of which is unconditionally
guaranteed by such government, which, in either case, are full faith and credit obligations of such government payable in such Currency and are not callable or redeemable at the option of the issuer
thereof and shall also include a depository receipt issued by a bank or trust company as custodian with respect to any such Government Obligation or a specific payment of interest on or principal of
any such Government Obligation held by such custodian for the account of the holder of a depository receipt; provided that (except as required by law) such custodian is not authorized to make any
deduction from the amount payable to the holder of such depository receipt from any amount received by the custodian in respect of the Government Obligation or the specific payment of interest or
principal of the Government Obligation evidenced by such depository receipt. 


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        "Holder"
means, in the case of a Registered Security, the Person in whose name the Security is registered in the Security Register and, in the case of a Bearer Security, the bearer
thereof and, when used with respect to any coupon, shall mean the bearer thereof. 


        "Indenture"
means this instrument as originally executed and as it may from time to time be supplemented or amended by one or more indentures supplemental hereto entered into pursuant to
the applicable provisions hereof, and shall include the terms of particular series of Securities established as contemplated by Section 3.01;  provided, however, that, if at any time more than one Person is acting as Trustee under this instrument,
"Indenture" shall mean, with respect to any one or more series of Securities for which such Person is Trustee, this instrument as originally executed or as it may from time to time be supplemented or
amended by one or more indentures supplemental hereto entered into pursuant to the applicable provisions hereof and shall include the terms of particular series of Securities for which such Person is
Trustee established as contemplated by Section 3.01, exclusive, however, of any provisions or terms which relate solely to other series of Securities for which such Person is not Trustee,
regardless of when such terms or provisions were adopted, and exclusive of any provisions or terms adopted by means of one or more indentures supplemental hereto executed and delivered after such
Person had become such Trustee but to which such Person, as such Trustee, was not a party. 


        "Indexed
Security" means a Security the terms of which provide that the principal amount thereof payable at Stated Maturity may be more or less than the principal face amount thereof at
original issuance. 


        "interest,"
when used with respect to an Original Issue Discount Security which by its terms bears interest only after Maturity, means interest payable after Maturity at the rate
prescribed in such Original Issue Discount Security. 


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


        "Judgment
Currency" has the meaning specified in Section 1.14. 


        "Market
Exchange Rate" means, unless otherwise specified with respect to Securities of any series pursuant to Section 3.01, (i) for any conversion involving a Currency unit
on the one hand and Dollars or any Foreign Currency on the other, the exchange rate between the relevant Currency unit and Dollars or such Foreign Currency calculated by the method specified pursuant
to Section 3.01 for the Securities of the relevant series, (ii) for any conversion of Dollars into any Foreign Currency, the noon (New York City time) buying rate for such
Foreign Currency for cable transfers quoted in New York City as certified for customs purposes by the Federal Reserve Bank of New York, and (iii) for any conversion of one Foreign
Currency into Dollars or another Foreign Currency, the spot rate at noon local time in the relevant market at which, in accordance with normal banking procedures, the Dollars or Foreign Currency into
which conversion is being made could be 


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purchased
with the Foreign Currency from which conversion is being made from major banks located in either New York City, Toronto or any other principal market for Dollars or such purchased
Foreign Currency, in each case determined by the Exchange Rate Agent, or, if there is no Exchange Rate Agent, as determined by the Company. Unless otherwise specified with respect to Securities of any
series pursuant to Section 3.01, in the event of the unavailability of any of the exchange rates provided for in the foregoing clauses (i), (ii) and (iii), the Exchange Rate Agent
or, if there is no Exchange Rate, the Company 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 New York City, Toronto or another principal market for the Currency in question, or such other quotations as the Exchange Rate
Agent or the Company, as the case may be, shall deem appropriate. Unless otherwise specified by the Exchange Rate Agent, if there is more than one market for dealing in any Currency by reason of
foreign exchange regulations or otherwise, the market to be used in respect of such Currency shall be that upon which a non-resident issuer of securities designated in such Currency would purchase
such Currency in order to make payments in respect of such securities. 


        "Maturity,"
when used with respect to any Security, means the date on which the principal of such Security or an installment of principal becomes due and payable as therein or herein
provided, whether at the Stated Maturity or by declaration of acceleration, notice of redemption, notice of option to elect repayment or otherwise. 


        "Officers'
Certificate" means a certificate signed by any two of the following officers of the Company: the Chairman of the Board, a Vice Chairman of the Board, the Chief Executive
Officer, the President, an Executive Vice President, a Senior Vice President, a Vice President, the principal financial officer, Treasurer, an Assistant Treasurer, the Controller, the Secretary or an
Assistant Secretary of the Company, and delivered to the Trustee. 


        "Opinion
of Counsel" means a written opinion of counsel of recognized standing, who may be counsel for the Company, including an employee of the Company, and who shall be acceptable to
the Trustee. 


        "Optional
Reset Date" has the meaning specified in Section 3.07(b). 



        "Original
Issue Discount Security" means any Security which provides for an amount less than the principal amount thereof to be due and payable upon a declaration of acceleration of the
Maturity thereof pursuant to Section 5.02. 


        "Original
Stated Maturity" has the meaning specified in Section 3.08. 


        "Outstanding,"
when used with respect to Securities, and unless otherwise provided as contemplated by Section 3.01 with respect to any series of Securities, means, as of the date
of determination, all Securities theretofore authenticated and delivered under this Indenture and, as applicable, which have not been cancelled, except: 


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


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


        (iii)  Securities,
except to the extent provided in Sections 14.02 and 14.03, with respect to which the Company has effected defeasance and/or covenant
defeasance as provided in Article 14; and 


        (iv)  Securities
which have been paid pursuant to Section 3.06 or in exchange for or in lieu of which other Securities have been authenticated and delivered
pursuant to this Indenture, other than any such Securities in respect of which there shall have been presented to the Trustee proof satisfactory to it that such Securities are held by a bona fide
purchaser in whose hands such Securities are valid obligations of the Company; 




provided, however, that in determining whether the Holders of the requisite principal amount of the
Outstanding Securities have given any request, demand, authorization, direction, notice, consent or waiver hereunder or are present at a meeting of Holders for quorum purposes, and for the purpose of
making the calculations required by Trust Indenture Act Section 313, (i) the principal amount of an Original Issue Discount Security that may be counted in making such determination or
calculation and that shall be deemed to be Outstanding for such purpose shall be equal to the amount of principal thereof that would be (or shall have been declared to be) due and payable, at the time
of such determination, upon a declaration of acceleration of the Maturity thereof pursuant to Section 5.02, (ii) the principal amount of any Security denominated in a Foreign Currency
that may be counted in making such determination or calculation and that shall be deemed Outstanding for such purpose shall be equal to the Dollar equivalent, determined as of the date such Security
is originally issued by the Company as set forth in an Exchange Rate Officers' Certificate delivered to the Trustee, of the principal amount (or, in the case of an Original Issue Discount Security,
the Dollar equivalent as of such date of original issuance of the amount determined as provided in clause (i) above) of such Security, (iii) the principal amount of any Indexed Security
that may be counted in making such determination or calculation and that shall be deemed Outstanding for such purpose shall be equal to the principal face amount of such Indexed Security at original
issuance, unless otherwise provided with respect to such Security pursuant to Section 3.01, and (iv) Securities owned by the Company or any other obligor upon the Securities or any
Affiliate of the Company or of such other obligor shall be disregarded and deemed not to be Outstanding, except that, in determining whether the Trustee shall be protected in making such calculation
or in relying upon any such request, demand, authorization, direction, notice, consent or waiver, or upon any such determination as to the presence of a quorum, only Securities which the Trustee knows
to be so owned shall be so disregarded. Securities so owned which have been pledged in good faith may be regarded as Outstanding if the pledgee establishes to the satisfaction of the Trustee the
pledgee's right so to act with respect to such Securities and that the pledgee is not the Company or any other obligor upon the Securities or any Affiliate of the Company or such other obligor. 


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        "Paying
Agent" means any Person (including the Company acting as Paying Agent) authorized by the Company to pay the principal of (or premium, if any) or interest, if any, on any
Securities on behalf of the Company. 


        "Person"
means any individual, corporation, partnership, joint venture, association, joint-stock company, trust, estate, unincorporated organization or government or any agency or
political subdivision thereof and any other entity, and includes any successor of such entity. 


        "Place
of Payment" means, when used with respect to the Securities of or within any series, the place or places where the principal of (and premium, if any) and interest, if any, on such
Securities are payable as specified as contemplated by Sections 3.01 and 10.02. 



        "Predecessor
Security" of any particular Security means every previous Security evidencing all or a portion of the same debt as that evidenced by such particular Security; and, for the
purposes of this definition, any Security authenticated and delivered under Section 3.06 in exchange for or in lieu of a mutilated, destroyed, lost or stolen Security or a Security to which a
mutilated, destroyed, lost or stolen coupon appertains shall be deemed to evidence the same debt as the mutilated, destroyed, lost or stolen Security or the Security to which the mutilated, destroyed,
lost or stolen coupon appertains, as the case may be. 


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



        "Redemption
Price," when used with respect to any Security to be redeemed, means the price fixed for such redemption pursuant to this Indenture. 


        "Registered
Security" means any Security registered in the Security Register. 


        "Regular
Record Date" for the interest payable on any Interest Payment Date on the Registered Securities of any series means the date specified for that purpose as contemplated by
Section 3.01. 


        "Repayment
Date" means, when used with respect to any Security to be repaid at the option of the Holder, the date fixed for such repayment pursuant to this Indenture. 



        "Repayment
Price" means, when used with respect to any Security to be repaid at the option of the Holder, the price at which it is to be repaid pursuant to this Indenture. 


        "Required
Currency" has the meaning specified in Section 1.14. 


        "Reset
Notice" has the meaning specified in Section 3.07(b) 


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        "Responsible
Officer," when used with respect to the Trustee, means the president, any Vice President, any assistant secretary, any assistant treasurer, any cashier, any assistant
cashier, any senior trust officer, any trust officer or assistant trust officer, any assistant controller or any other officer of the Trustee customarily performing corporate trust functions on behalf
of the Trustee, and also means, with respect to a particular corporate trust matter, any other officer to whom such matter is referred because of his knowledge of and familiarity with the particular
subject. 


        "Securities"
has the meaning stated in the first recital of this Indenture and more particularly means any Securities authenticated and delivered under this Indenture;  provided, however, that if at any time there is more than one Person acting as Trustee under this
Indenture, "Securities," with respect to any such Person, shall have the meaning stated in the first recital of this Indenture and shall more particularly mean Securities authenticated and delivered
under this Indenture, exclusive, however, of Securities of any series as to which such Person is not Trustee. 


        "Securities
Act" means the United States Securities Act of 1933, as amended. 


        "Security
Register" and "Security Registrar" have the respective meanings specified in Section 3.05. 


        "Special
Record Date" for the payment of any Defaulted Interest on the Registered Securities of or within any series means a date fixed by the Trustee pursuant to Section 3.07. 



        "Stated
Maturity," when used with respect to any Security or any installment of principal thereof or interest thereon, means the date specified in such Security or a coupon representing
such installment of interest as the fixed date on which the principal of such Security or such installment of principal or interest is due and payable, as such date may be extended pursuant to the
provisions of Section 3.08. 


        "Subsidiary"
means any corporation of which, at the time of determination, the Company, directly and/or indirectly through one or more Subsidiaries, owns more than 50% of the outstanding
Voting Stock. 


        "Subsequent
Interest Period" has the meaning specified in Section 3.07(b) 


        "Trust
Indenture Act" means the United States Trust Indenture Act of 1939, as amended, and, except as provided in Section 9.05, in force at the date as of which this
Indenture was executed. 


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


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        "United States"
means, unless otherwise specified with respect to any Securities pursuant to Section 3.01, the United States of America (including the states and the
District of Columbia), its territories, its possessions and other areas subject to its jurisdiction. 



        "United States
person" means, unless otherwise specified with respect to any Securities pursuant to Section 3.01, an individual who is a citizen or resident of the
United States, a corporation, partnership or other entity created or organized in or under the laws of the United States or an estate or trust the income of which is subject to
United States federal income taxation regardless of its source. 


        "Valuation
Date" has the meaning specified in Section 3.12(c). 


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


        "Voting
Stock" of any Person means shares or other equity in the Person which ordinarily have the right to vote in the election of the directors (or persons performing similar functions
if the Person is not a corporation), whether at all times or only under circumstances which have occurred and are continuing. 


        "Yield
to Maturity" means the yield to maturity, computed at the time of issuance of a Security (or, if applicable, at the most recent redetermination of interest on such Security) and
as set forth in such Security in accordance with generally accepted United States bond yield computation principles. 


        Section 1.02.
Compliance Certificates and Opinions. 


        Upon
any application or request by the Company to the Trustee to take any action under any provision of this Indenture, the Company shall furnish to the Trustee an Officers' Certificate
stating that all conditions precedent, if any, provided for in this Indenture (including any covenant compliance with which constitutes a condition precedent) 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, if any, have been complied with, except that in the case of any such application or
request as to which the furnishing of such documents is specifically required by any provision of this Indenture relating to such particular application or request, no additional certificate or
opinion need be furnished. 


        Every
certificate or opinion with respect to compliance with a covenant or condition provided for in this Indenture (other than pursuant to Section 10.04) shall include: 


        (1)   a
statement that each individual signing such certificate or opinion has read such covenant or condition and the definitions herein relating thereto; 


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        (2)   a
brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are
based; 


        (3)   a
statement that, in the opinion of each such individual, he or she has made such examination or investigation as is necessary to enable him or her, as the case may be,
to express an informed opinion as to whether or not such covenant or condition has been complied with; and 


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


        Section 1.03.
Form of Documents Delivered to Trustee. 


        In
any case where several matters are required to be certified by, or covered by an opinion of, any specified Person, it is not necessary that all such matters be certified by, or
covered by the opinion of, only one such Person, or that they be so certified or covered by only one document, but one such Person may certify or give an opinion with respect to some matters and one
or more other such Persons as to other matters, and any such Person may certify or give an opinion as to such matters in one or several documents. 



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



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


        Section 1.04.
Acts of Holders. 


        (a)   Any
request, demand, authorization, direction, notice, consent, waiver or other action provided or permitted by this Indenture to be made, given or taken by Holders of
the Outstanding Securities of all series or one or more series, as the case may be, may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Holders in
person or by agents duly appointed in writing. If Securities of a series are issuable as Bearer Securities, any request, demand, authorization, direction, notice, consent, waiver or other action
provided by this Indenture to be made, given or taken by Holders of such series may, alternatively, be embodied in and evidenced by the record of Holders of such series voting in favor thereof, either
in person or by proxies duly appointed in writing, at any meeting of Holders of such series duly called and held in accordance with the provisions of Article 15, or a combination of such
instrument 


12







 

or
instruments and any such record. Except as herein otherwise expressly provided, such action shall become effective when such instrument or instruments or record or both are delivered to the Trustee
and, where it is hereby expressly required, to the Company. The Trustee shall promptly deliver to the Company copies of all such instruments and records delivered to the Trustee with a courtesy copy
to the Company's counsel at the address listed in Section 1.05. Such instrument or instruments and any such record (and the action embodied therein and evidenced thereby) are herein sometimes
referred to as the "Act" of the Holders signing such instrument or instruments or so voting at any such meeting. Proof of execution of any such instrument or of a writing appointing any such agent, or
of the holding by any Person of a Security, shall be sufficient for any purpose of this Indenture and conclusive in favor of the Trustee and the Company, if made in the manner provided in this
Section. The record of any meeting of Holders shall be proved in the manner provided in Section 15.06. 


        (b)   The
fact and date of the execution by any Person of any such instrument or writing may be proved in any reasonable manner which the Trustee deems sufficient. 


        (c)   The
principal amount and serial numbers of Registered Securities held by any Person, and the date of commencement and the date of termination of holding the same, shall
be proved by the Security Register. 


        (d)   The
principal amount and serial numbers of Bearer Securities held by any Person, and the date of holding the same, may be proved by the production of such Bearer
Securities or by a certificate executed, as depositary, by any trust company, bank, banker or other depositary, wherever situated, if such certificate shall be deemed by the Trustee to be
satisfactory, showing that at the date therein mentioned such Person had on deposit with such depositary, or exhibited to it, the Bearer Securities therein described; or such facts may be proved by
the certificate or affidavit of the Person holding such Bearer Securities, if such certificate or affidavit is deemed by the Trustee to be satisfactory. The Trustee and the Company may assume that
such ownership of any Bearer Security continues until (1) another certificate or affidavit bearing a later date issued in respect of the same Bearer Security is produced, or (2) such
Bearer Security is produced to the Trustee by some other Person, or (3) such Bearer Security is surrendered in exchange for a Registered Security, or (4) such Bearer Security is no
longer Outstanding. The principal amount and serial numbers of Bearer Securities held by any Person, and the date of holding the same, may also be proved in any other manner that the Trustee deems
sufficient. 


        (e)   If
the Company shall solicit from the Holders of Registered Securities any request, demand, authorization, direction, notice, consent, waiver or other Act, the Company
may, at its option, by or pursuant to a Board Resolution, fix in advance a record date for the determination of Holders entitled to make, give or take such request, demand, authorization, direction,
notice, consent, waiver or other Act, but the Company shall have no obligation to do so. Notwithstanding Trust Indenture Act Section 316(c), such record date shall be the record date specified
in or pursuant to such Board Resolution, which shall be a date not earlier than the date 30 days prior to the first solicitation of Holders generally in connection therewith and not later than
the date such solicitation is completed. If such a record date is fixed, such request, demand, authorization, direction, notice, consent, waiver or other Act may be made, given or taken before or
after such record date, but only 


13







 

the
Holders of record at the close of business on such record date shall be deemed to be Holders for the purposes of determining whether Holders of the requisite proportion of Outstanding Securities
have authorized or agreed or consented to such request, demand, authorization, direction, notice, consent, waiver or other Act, and for that purpose the Outstanding Securities shall be computed as of
such record date; provided that no such authorization, agreement or consent by the Holders on such record date shall be deemed effective unless it shall become effective pursuant to the provisions of
this Indenture not later than eleven months after the record date. 



        (f)    Any
request, demand, authorization, direction, notice, consent, election, waiver or other Act of the Holder of any Security shall bind every future Holder of the same
Security and the Holder of every Security issued upon the registration of transfer thereof or in exchange therefor or in lieu thereof in respect of anything done, omitted or suffered to be done by the
Trustee or the Company in reliance thereon, whether or not notation of such action is made upon such Security. 


        Section 1.05.
Notices, etc., to Trustee and Company. 



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


        (1)   the
Trustee of such series by any Holder of a Security of such series or by the Company shall be sufficient for every purpose hereunder if made, given, furnished or
filed in writing to or with the Trustee of such series at its Corporate Trust Office; 


        in
addition, a courtesy copy shall be sent to Trustee's counsel (which shall not constitute notice to the Trustee): Kelley Drye & Warren, LLP, 101 Park Avenue,
New York, New York 10178, Attention: David E. Retter, Esq. (facsimile number (212) 808-7897); 


        (2)   the
Company by the Trustee of such series or by any Holder of a Security of such series shall be sufficient for every purpose hereunder (unless otherwise herein
expressly provided) if in writing and mailed, first-class postage prepaid, or delivered by hand or overnight courier, to the Company, addressed to it at the address of its principal office specified
in the first paragraph of this Indenture or at any other address previously furnished in writing to the Trustee of such series by the Company, with a copy to Onex Corporation, 161 Bay Street, 44th
Floor, P. O. Box 700, Toronto, Ontario, Canada M5J 2S1, Attention: Anthony Melman or Mark Hilson (which shall not constitute notice to the Company); 


        in
addition, courtesy copies shall be sent to Company's counsel (which shall not constitute notice to the Company): Davies Ward Phillips & Vineberg, LLP, 1 First Canadian
Place, Suite 4400, Toronto, Ontario, Canada, M5X 1B1, Attention: I. Berl Nadler, Esq. (facsimile number (416) 863-0871) and Kaye Scholer LLP, 425 Park Avenue,
New York, New York 10022, Attention: Lynn Toby Fisher, Esq. (facsimile number (212) 836-8689). 


14







 

        Any
request, demand, authorization, direction, notice, consent, election or waiver required or permitted under this Indenture shall be in the English language, except that any published
notice may be in an official language of the country of publication. 


        Section 1.06.
Notice to Holders; Waiver. 


        Where
this Indenture provides for notice of any event to Holders of Registered Securities by the Company or the Trustee, such notice shall be sufficiently given (unless otherwise herein
expressly provided) if in writing and mailed, first-class postage prepaid, to each such Holder affected by such event, at his or her address as it appears in the Security Register, not later than the
latest date, and not earlier than the earliest date, prescribed for the giving of such notice. In any case where notice to Holders of Registered Securities 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 of Registered Securities or the sufficiency
of any notice to Holders of Bearer Securities given as provided below. Any notice mailed to a Holder in the manner herein prescribed shall be conclusively deemed to have been received by such Holder,
whether or not such Holder actually receives such notice. 


        In
case, by reason of the suspension of or irregularities in regular mail service or by reason of any other cause, it shall be impracticable to mail notice of any event to Holders of
Registered Securities 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 sufficient giving of such notice for every purpose hereunder. 



        Except
as otherwise expressly provided herein or otherwise specified with respect to any Securities pursuant to Section 3.01, where this Indenture provides for notice to Holders
of Bearer Securities of any event, such notice shall be sufficiently given to Holders of Bearer Securities if published in an Authorized Newspaper in The City of New York and in such other city
or cities as may be specified in such Securities on a Business Day at least twice, the first such publication to be not earlier than the earliest date, and not later than the latest date, prescribed
for the giving of such notice. Any such notice shall be deemed to have been given on the date of the first such publication. 



        In
case, by reason of the suspension of publication of any Authorized Newspaper or Authorized Newspapers or by reason of any other cause, it shall be impracticable to publish any notice
to Holders of Bearer Securities as provided above, then such notification to Holders of Bearer Securities as shall be given with the approval of the Trustee shall constitute sufficient notice to such
Holders for every purpose hereunder. Neither the failure to give notice by publication to Holders of Bearer Securities as provided above, nor any defect in any notice so published, shall affect the
sufficiency of such notice with respect to other Holders of Bearer Securities or the sufficiency of any notice to Holders of Registered Securities given as provided herein. 



        Any
request, demand, authorization, direction, notice, consent, election or waiver required or permitted under this Indenture shall be in the English language, except that any published
notice may be in an official language of the country of publication. 


15







 

        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. 


        Section 1.07.
Effect of Headings and Table of Contents. 


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


        Section 1.08.
Successors and Assigns. 



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


        Section 1.09.
Separability Clause. 


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


        Section 1.10.
Benefits of Indenture. 


        Nothing
in this Indenture or in the Securities or coupons, express or implied, shall give to any Person, other than the parties hereto, any Authenticating Agent, any Paying Agent, any
Securities Registrar and their successors hereunder and the Holders, any benefit or any legal or equitable right, remedy or claim under this Indenture. 


        Section 1.11
Governing Law. 


        This
Indenture and the Securities and coupons shall be governed by and construed in accordance with the law of the State of New York without regard to its principles of conflict
of laws. This Indenture is subject to the provisions of the Trust Indenture Act that are required to be part of this Indenture and shall, to the extent applicable, be governed by such provisions. 


        Section 1.12.
Legal Holidays. 


        In
any case where any Interest Payment Date, Redemption Date, Repayment Date, sinking fund payment date or Stated Maturity or Maturity of any Security shall not be a Business Day at any
Place of Payment, then (notwithstanding any other provision of this Indenture or of any Security or coupon other than a provision in the Securities of any series which specifically states that such
provision shall apply in lieu of this Section), payment of principal (or premium, if any) or interest, if any, need not be made at such Place of Payment on such date, but may be made on the next
succeeding Business Day at such Place of Payment with the same force and effect as if made on the Interest Payment Date, Redemption Date, Repayment Date or sinking fund payment date, or at the Stated
Maturity or Maturity, as the case may be; provided that no interest shall accrue on the amount so payable for the period from and after such Interest Payment Date, Redemption Date, Repayment Date,
sinking fund payment date, Stated Maturity or Maturity, as the case may be. 


16







 

        Section 1.13.
Conflict with Trust Indenture Act. 


        If
any provision hereof limits, qualifies or conflicts with a provision of the Trust Indenture Act that is required or deemed under the Trust Indenture Act to be a part of and to govern
this Indenture, the provision required by the Trust Indenture Act shall control. If any provision of this Indenture modifies or excludes any provision of the Trust Indenture Act that may be so
modified or excluded, the latter provision shall be deemed to apply to this Indenture as so modified or to be excluded, as the case may be. 


        Section 1.14.
Conversion of Currency. 


        The
Company covenants and agrees that the following provisions shall apply to conversion of Currency in the case of the Securities and this Indenture: 


        (a)   To
the fullest extent allowed under applicable law, if for the purpose of obtaining judgment against the Company in any court it is necessary to convert the sum due in
respect of the principal of, or any premium or interest on, the Securities of any series (the "Required Currency") into a currency in which judgment will be rendered (the "Judgment Currency"), the
rate of exchange used shall be the Market Exchange Rate on the Business Day preceding that on which final judgment is given. The Company shall not be liable for any shortfall nor shall it benefit from
any windfall in payments to Holders of Securities under this Section 1.14 caused by a change in Market Exchange Rates between the time the amount of a judgment against it is calculated as above
and the time the Trustee converts the Judgment Currency into the Required Currency to make payments under this Section 1.14 to Holders of Securities, but payment of such judgment shall
discharge all amounts owed by the Company on the claim or claims underlying such judgment. 


        (b)   In
the event of the winding-up, liquidation, dissolution, arrangement, reorganization or insolvency of the Company at any time while any amount or damages owing under
the Securities and this Indenture, or any judgment or order rendered in respect thereof, shall remain outstanding, the Company shall indemnify and hold the Holders and the Trustee harmless against any
deficiency arising or resulting from any variation in Market Exchange Rates between (i) the date as of which the equivalent of the amount in cash due or contingently due under the Securities
and this Indenture (other than under this subsection (b)) is calculated for the purposes of such winding-up and (ii) the final date for the filing of proofs of claim in such winding-up.
For the purpose of this subsection (b), the final date for the filing of proofs of claim in the winding-up of the Company shall be the date fixed by the liquidator or otherwise in accordance
with the relevant provisions of applicable law as being the latest practicable date as at which liabilities of the Company may be ascertained for such winding-up prior to payment by the liquidator or
otherwise in respect thereto. 


17







 

        (c)   The
obligations contained in subsection (b)(ii) of this Section 1.14 shall constitute separate and independent obligations of the Company from its other
obligations under the Securities and this Indenture, shall give rise to separate and independent causes of action against the Company, shall apply irrespective of any waiver or extension granted by
any Holder or the Trustee or any of them from time to time and shall continue in full force and effect notwithstanding any judgment or order or the filing of any proof of claim in the winding-up of
the Company for a liquidated sum in respect of amounts due hereunder (other than under subsection (b) above) or under any such judgment or order. Any such deficiency as aforesaid shall be
deemed to constitute a loss suffered by the Holders or the Trustee, as the case may be, and no proof or evidence of any actual loss shall be required by the Company or the liquidator or otherwise or
any of them which shall be liable for such deficiency. In the case of subsection (b) above, the amount of such deficiency shall not be deemed to be reduced by any variation in Market Exchange
Rates occurring between the said final date and the date of any liquidating distribution. 



        (d)   The
Trustee shall have no duty or liability with respect to monitoring or enforcing this Section 1.14 and shall have no liability to the Holders due to
fluctuations in Currency rates. 


        Section 1.15.
Indenture and Securities Solely Corporate Obligations. 


        No
recourse for the payment of principal (or premium, if any) or interest, if any, and no recourse under or upon any obligation, covenant or agreement of the Company in this Indenture or
in any supplemental indenture or in any Security, or because of the creation of any indebtedness represented thereby, shall be had against any incorporator, shareholder, employee, agent, officer or
director, as such, past, present or future, of the Company or of any successor corporations, whether by virtue of any constitution, statute or rule of law, or by the enforcement of any assessment or
penalty or otherwise; it being expressly understood that all such liability is hereby waived and released as a condition of, and as a consideration for, the execution of this Indenture and the
issuance of the Securities. 


        Section 1.16.
Agent for Service; Submission to Jurisdiction; Waiver of Immunities. 


        Upon
the execution and delivery of this Indenture, the Company hereby (a) acknowledges that it has, by separate written instrument, irrevocably designated and appointed CT
Corporation System as its authorized agent upon which process may be served in any suit, action or proceeding arising out of or relating to the Securities, the coupons or this Indenture that may be
instituted in any federal or state court in the City of New York, Borough of Manhattan, or brought under federal or state securities laws or brought by the Trustee (whether in its individual
capacity or in its capacity as Trustee hereunder), and acknowledges that CT Corporation System has accepted such designation, (b) irrevocably submits to the jurisdiction of any such court in
any such suit, action or proceeding, and (c) agrees that service of process upon CT Corporation System and written notice of said service to it (mailed or delivered to the Company's Secretary
at its address as specified pursuant to Section 1.05 hereof) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding. The Company further
agrees to take any and all actions, including the execution and filing of any and all such documents and instruments, as may be necessary to continue such designation and appointment of CT Corporation
System in full force and effect so long as any Securities shall remain Outstanding or this Indenture shall be in full force and effect. 


18







 

        To
the extent the Company has or hereafter may acquire any immunity from jurisdiction of any court or from any legal process (whether through service of notice, attachment prior to
judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, the Company hereby irrevocably waives such immunity in respect of its obligations under this
Indenture and the Securities, to the extent permitted by law. 


        Section 1.17.
Counterparts. 


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


        Section 1.18.
Incorporation by Reference of Trust Indenture Act. 


        Whenever
this Indenture refers to a provision of the Trust Indenture Act, the provision is incorporated by reference in and made a part of this Indenture. 


 
 

ARTICLE 2
  
    SECURITY FORMS    
    


        Section 2.01. Forms Generally. 


        The
Registered Securities, if any, of each series and the Bearer Securities, if any, of each series and related coupons shall be in substantially the forms as shall be established by or
pursuant to a Board Resolution or in one or more indentures supplemental hereto, in each case with such appropriate insertions, omissions, substitutions and other variations as are required or
permitted by this Indenture, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with the Securities Act,
the Exchange Act, applicable provincial or state securities laws or the rules of any securities exchange in the United States or Canada, the Code and the United States Department of
Treasury regulations under the Code or as may, consistently herewith, be determined by the officers executing such Securities or coupons, as evidenced by their execution of the Securities or coupons
but which do not affect the rights or duties of the Trustee. If the forms of Securities or coupons of any series are established by action taken pursuant to a Board Resolution, a copy of an
appropriate record of such action shall be certified by the Secretary or an Assistant Secretary of the Company and delivered to the Trustee at or prior to the delivery of the Company Order
contemplated by Section 3.03 for the authentication and delivery of such Securities or coupons. Any portion of the text of any Security may be set forth on the reverse thereof, with an
appropriate reference thereto on the face of the Security. 


19







 

        Unless
otherwise specified as contemplated by Section 3.01, Securities in bearer form shall have interest coupons attached thereto. 



        The
Trustee's certificate of authentication on all Securities shall be in substantially the form set forth in this Article. 


        The
definitive Securities and coupons shall be printed, lithographed or engraved on steel-engraved borders or may be produced in any other manner permitted by the rules of any applicable
stock exchange, all as determined by the officers of the Company executing such Securities, as evidenced by their execution of such Securities or coupons. 


        Section 2.02.
Form of Trustee's Certificate of Authentication. 


        Subject
to Section 6.11, the Trustee's certificate of authentication shall be in substantially the following form: 


        TRUSTEE'S
CERTIFICATE OF AUTHENTICATION 


        Dated:
                                         
                  



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



	 	 	JPMORGAN CHASE BANK,

as Trustee
	
 	
 	

By	

 
	 	 	 	
 Authorized Officer





        Section 2.03.
Global Securities. 


        If
Securities of or within a series are issuable as Global Securities, as specified as contemplated by Section 3.01, then, notwithstanding clause (10) of
Section 3.01, any such Security shall represent such of the Outstanding Securities of such series as shall be specified therein and may provide that it shall represent the aggregate amount of
Outstanding Securities of such series from time to time endorsed thereon and that the aggregate amount of Outstanding Securities of such series represented thereby may from time to time be increased
or decreased to reflect exchanges. Any endorsement of a Global Security to reflect the amount, or any increase or decrease in the amount, or changes in the rights of Holders, of Outstanding Securities
represented thereby shall be made by the Trustee in such manner and upon instructions given by such Person or Persons as shall be specified therein or in the Company Order to be delivered to the
Trustee pursuant to Section 3.03 or Section 3.04. Subject to the provisions of Section 3.03 and, if applicable, Section 3.04, the Trustee shall deliver and redeliver any
permanent Global Security in the manner and upon instructions given by the Person or Persons specified therein or in the applicable Company Order. If a Company Order pursuant to Section 3.03 or
Section 3.04 has been, or simultaneously is, delivered, any instructions by the Company with respect to endorsement or delivery or redelivery of a Global Security shall be in writing but need
not comply with Section 1.02 and need not be accompanied by an Opinion of Counsel. 


20









  





        The provisions of the last sentence of Section 3.03 shall apply to any Security represented by a Global Security if such Security was never issued and sold by the Company and the
Company delivers to the Trustee the Global Security together with written instructions (which need not comply with Section 1.02 and need not be accompanied by an Opinion of Counsel) with
regard to the reduction in the principal amount of Securities represented thereby, together with the written statement contemplated by the last sentence of Section 3.03. 


        Notwithstanding
the provisions of Section 3.07, unless otherwise specified as contemplated by Section 3.01, payment of principal of (and premium, if any) and interest, if
any, on any permanent Global Security shall be made to the Person or Persons specified therein. 


        Notwithstanding
the provisions of Section 3.09 and except as provided in the preceding paragraph, the Company, the Trustee and any agent of the Company and the Trustee
shall treat as the Holder of such principal amount of Outstanding Securities represented by a permanent Global Security (i) in the case of a permanent Global Security in registered form, the
Holder of such permanent Global Security in registered form, or (ii) in the case of a permanent Global Security in bearer form, Euroclear or Clearstream International. 


        Section 2.04.
Form of Legend for Global Securities. 


        Any
Global Security authenticated and delivered pursuant to this Indenture or any indenture supplemental hereto may bear any legend required to comply with the requirements of any
Depositary. 


 
 

ARTICLE
  
    THE SECURITIES    
    


        Section 3.01.
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 from time to time in one or more series. There shall be established in one or more Board Resolutions or pursuant to authority granted by one or more Board
Resolutions and set forth in an Officers' Certificate, or established in one or more indentures supplemental hereto, prior to the issuance of Securities of any series, any or all of the following, as
applicable (each of which (except for the matters set forth in clauses (1), (2) and (19) below), if so provided, may be determined from time to time by the Company with respect to
unissued Securities of the series and set forth in such Securities of the series when issued from time to time): 


21







 

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



        (2)   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 3.04, 3.05, 3.06, 9.06, 11.07 or 13.05); 


        (3)   the
extent and manner, if any, to which payment on or in respect of the Securities of the series will be senior or will be subordinated to the prior payment of other
liabilities and obligations of the Company; 


        (4)   the
percentage or percentages of principal amount at which the Securities of the series will be issued and the amount of discount, if any, with which such Securities
will be issued; 


        (5)   the
date or dates, or the method by which such date or dates will be determined or extended, on which the principal of the Securities of the series is payable; 


        (6)   the
rate or rates (whether fixed or variable) at which the Securities of the series shall bear interest, if any, or the method by which such rate or rates shall be
determined, the date or dates from which such interest shall accrue, or the method by which such date or dates shall be determined, the notice, if any, to Holders regarding the determination of
interest on a floating rate Security and the manner of giving such notice, the Interest Payment Dates on which such interest shall be payable and the Regular Record Date, if any, for the interest
payable on any Registered Security on any Interest Payment Date, or the method by which such date or dates shall be determined; provided,  however, that
interest shall be calculated on the basis of a 360-day year comprised of twelve 30-day months; 


        (7)   the
place or places, if any, other than or in addition to the Borough of Manhattan, The City of New York, where the principal of (and premium, if any) and
interest, if any, on Securities of the series shall be payable, where any Registered Securities of the series may be surrendered for registration of transfer, where Securities of the series may be
surrendered for exchange, where Securities of the series that are convertible or exchangeable may be surrendered for conversion or exchange, as applicable and, if different than the location specified
in Section 1.06, the place or places where notices or demands to or upon the Company in respect of the Securities of the series and this Indenture may be served; 


        (8)   the
period or periods within which, the price or prices at which, the Currency in which, and other terms and conditions upon which Securities of the series may be
redeemed, in whole or in part, at the option of the Company, if the Company is to have that option; 


22







 

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


        (10) if
other than denominations of $1,000 and any integral multiple thereof, the denomination or denominations in which Registered Securities of the series, if any, shall
be issuable and, if other than denominations of $5,000, the denomination or denominations in which Bearer Securities of the series, if any, shall be issuable; 


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



        (12) if
other than the principal amount thereof, the portion of the principal amount of Securities of the series that shall be payable upon declaration of acceleration of
the Maturity thereof pursuant to Section 5.02 or the method by which such portion shall be determined; 


        (13) if
other than Dollars, the Currency in which payment of the principal of (or premium, if any) or interest, if any, on the Securities of the series shall be payable or
in which the Securities of the series shall be denominated and the particular provisions applicable thereto in accordance with, in addition to or in lieu of any of the provisions of
Section 3.12; 


        (14) whether
the amount of payments of principal of (or premium, if any) or interest, if any, on the Securities of the series may be determined with reference to an index,
formula or other method (which index, formula or method may be based, without limitation, on one or more Currencies, commodities, equity indices or other indices), and the manner in which such amounts
shall be determined; 


        (15) whether
the principal of (or premium, if any) or interest, if any, on the Securities of the series are to be payable, at the election of the Company or a Holder
thereof, in a Currency other than that in which such Securities are denominated or stated to be payable, the period or periods within which (including the Election Date), and the terms and conditions
upon which, such election may be made, and the time and manner of determining the exchange rate between the Currency in which such Securities are denominated or stated to be payable and the Currency
in which such Securities are to be so payable, in each case in accordance with, in addition to or in lieu of any of the provisions of Section 3.12; 


        (16) the
designation of the initial Exchange Rate Agent, if any; 


        (17) the
applicability, if any, of Sections 14.02 and/or 14.03 to the Securities of the series and any provisions in modification of, in addition to or in lieu
of any of the provisions of Article 14 that shall be applicable to the Securities of the series; 


23







 

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


        (19) any
deletions from, modifications of or additions to the Events of Default or covenants (including any deletions from, modifications of or additions to
Articles 5, 8 and 10) of the Company with respect to Securities of the series, whether or not such Events of Default or covenants are consistent with the Events of Default or covenants
set forth herein (which deletions, modifications or additions shall not be inconsistent with the Trust Indenture Act); 


        (20) whether
Securities of the series are to be issuable as Bearer Securities (with or without coupons), any restrictions applicable to the offer, sale or delivery of Bearer
Securities, whether any Securities of the series are to be issuable initially as temporary Global Securities and whether any Securities of the series are to be issuable as permanent Global Securities
with or without coupons and, if so, whether beneficial owners of interests in any such permanent Global Security may exchange such interests for Securities of such series and of like tenor of any
authorized form and denomination and the circumstances under which any such exchanges may occur, if other than in the manner provided in Section 3.05, whether Registered Securities of the
series may be exchanged for Bearer Securities of the series (if permitted by applicable laws and regulations), whether Bearer Securities of the series may be exchanged for Registered Securities of
such series, and the circumstances under which and the place or places where any such exchanges may be made and if Securities of the series are to be issuable as Global Securities, the identity of any
initial Depositary therefor and the form of any legend or legends to be borne by the Global Security; 


        (21) the
date as of which any Bearer Securities of the series, any temporary Bearer Security in global form and any Global Securities representing Outstanding Securities of
the series shall be dated if other than the date of original issuance of the first Security of the series to be issued; 


        (22) the
Person to whom any interest on any Registered Security of the series shall be payable, if other than the Person in whose name that Security (or one or more
Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest, the manner in which, or the Person to whom, any interest on any Bearer Security of the
series shall be payable, if otherwise than upon presentation and surrender of the coupons appertaining thereto as they severally mature, and the extent to which, or the manner in which, any interest
payable on a temporary Global Security on an Interest Payment Date will be paid if other than in the manner provided in Section 3.04; 


        (23) if
Securities of the 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/or terms of such certificates, documents or conditions; 


        (24) if
the Securities of the series are to be issued upon the exercise of warrants, the time, manner and place for such Securities to be authenticated and delivered; 


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        (25) whether,
under what circumstances and the Currency in which the Company will pay Additional Amounts as contemplated by Section 10.05 on the Securities of the
series to any Holder who is not a Canadian Person (including any modification to the definition of Additional Amounts) in respect of any tax, assessment or governmental charge and, if so, whether the
Company will have the option to redeem such Securities rather than pay such Additional Amounts (and the terms of any such option); 



        (26) the
terms of any guarantee of the payment of principal, premium and interest with respect to Securities of the series and any corresponding changes to the provisions of
this Indenture as then in effect; 


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



        (28) if
the Securities of the series are to be convertible into or exchangeable for any securities of any Person (including the Company), the terms and conditions upon which
such Securities will be so convertible or exchangeable; 


        (29) any
other terms, conditions, rights and preferences (or limitations on such rights and preferences) relating to the series (which terms shall not be inconsistent with
the requirements of the Trust Indenture Act). 


        All
Securities of any one series and the coupons appertaining to any Bearer Securities of such series shall be substantially identical except, in the case of Registered Securities, as to
denomination and except as may otherwise be provided in or pursuant to such Board Resolution (subject to Section 3.03) and set forth in such Officers' Certificate or in any such
indenture supplemental hereto as the case may be. Not all Securities of any one series need be issued at the same time, and, unless otherwise provided, a series may be reopened for issuances of
additional Securities of such series. To the extent any terms of a supplemental indenture relating to a series of Securities are contrary to or duplicative of terms contained in this Indenture, the
terms of such supplemental indenture shall be deemed to supersede this Indenture solely with respect to the Securities issued pursuant to such supplemental indenture. 



        If
any of the terms of the series are established by action taken pursuant to one or more Board Resolutions, a copy of such Board Resolutions certified by the Secretary or an Assistant
Secretary of the Company shall be delivered to the Trustee at or prior to the delivery of the Officers' Certificate setting forth the terms of the series. 


        Section 3.02.
Denominations. 


        The
Securities of each series shall be issuable in such denominations as shall be specified as contemplated by Section 3.01. With respect to Securities of any series denominated
in Dollars, in the absence of any such provisions, the Registered Securities of such series, other than Registered Securities issued in global form (which may be of any denomination), shall be
issuable in denominations of $1,000 and any integral multiple thereof and the Bearer Securities of such series, other than the Bearer Securities issued in global form (which may be of any
denomination), shall be issuable in a denomination of $5,000. 


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        Section 3.03.
Execution, Authentication, Delivery and Dating. 


        The
Securities and any coupons appertaining thereto shall be executed on behalf of the Company by its Chairman of the Board, its Vice Chairman of the Board, its Chief Executive Officer,
its President, any Executive Vice President, any Senior Vice President, any Vice President or its Treasurer. The signature of any of these officers on the Securities or coupons may be the manual or
facsimile signatures of the present or any future such authorized officer and may be imprinted or otherwise reproduced on the Securities. 


        Securities
or coupons bearing the manual or facsimile signatures of individuals who were, at any time relevant to the authorization thereof, the proper officers of the Company shall bind
the Company, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Securities or did not hold such offices at the date
of such Securities or coupons. 


        At
any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any series, together with any coupon appertaining thereto,
executed on behalf of the Company to the Trustee for authentication, together with a Company Order for the authentication and delivery of such Securities, and the Trustee in accordance with such
Company Order shall authenticate and deliver such Securities. If any Security shall be represented by a permanent Bearer Security in global form, then, for purposes of this Section and
Section 3.04, the notation of a beneficial owner's interest therein upon original issuance of such Security or upon exchange of a portion of a temporary Global Security shall be deemed to be
delivery in connection with its original issuance of such beneficial owner's interest in such permanent Global Security. Except as permitted by Section 3.06, the Trustee shall not authenticate
and deliver any Bearer Security unless all appurtenant coupons for interest then matured have been detached and canceled. If not all the Securities of any series are to be issued at one time and if
the Board Resolution or supplemental indenture establishing such series shall so permit, such Company Order shall set forth procedures acceptable to the Trustee for the issuance of such Securities and
the determination of terms of particular Securities of such series such as interest rate, Stated Maturity, date of issuance and date from which interest shall accrue. 



        In
authenticating such Securities, and accepting the additional responsibilities under this Indenture in relation to such Securities, the Trustee shall be entitled to receive, and
(subject to Trust Indenture Act Sections 315(a) through 315(d)) shall be fully protected in relying upon: 


        1.     an
Opinion of Counsel complying with Section 1.02 stating: 


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        (a)   that
the form or forms of such Securities and any coupons have been established by or pursuant to a Board Resolution or by an indenture supplemental hereto as permitted
by Section 2.01 and in conformity with the provisions of this Indenture; 


        (b)   that
the terms of such Securities and any coupons have been established by or pursuant to a Board Resolution or by an indenture supplemental hereto as limited by
Sections 2.01 and 3.01 and in conformity with the provisions of this Indenture; 


        (c)   that
such Securities, together with any coupons appertaining thereto, when completed by appropriate insertions and executed and delivered by the Company to the Trustee
for authentication in accordance with this Indenture, authenticated and delivered by the Trustee in accordance with this Indenture and issued by the Company in the manner and subject to any conditions
specified in such Opinion of Counsel, will constitute the legal, valid and binding obligations of the Company entitled to the benefits provided by the Indenture, enforceable in accordance with their
terms, subject to (i) applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or transfer and other similar laws of general applicability relating to or affecting
the enforcement of creditors' rights, (ii) general equitable principles and (iii) such other qualifications as such counsel shall conclude do not materially affect the rights of Holders
of such Securities and any coupons; 


        (d)   that
all laws and requirements in respect of the execution and delivery by the Company of such Securities, any coupons and of the supplemental indentures, if any, have
been complied with and that authentication and delivery of such Securities and any coupons and the execution and delivery of the supplemental indenture, if any, by the Trustee will not violate the
terms of the Indenture; 


        (e)   that
the Company has the corporate power to issue such Securities and any coupons, and has duly taken all necessary corporate action with respect to such issuance; 



        (f)    that
the issuance of such Securities and any coupons will not contravene the articles of incorporation or by-laws of the Company or result in any violation of any of the
terms or provisions of any law or regulation or of any indenture, mortgage or other agreement known to such Counsel by which the Company is bound; and 


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




        2.     an
Officers' Certificate pursuant to Sections 2.01 and 3.01 and complying with Section 1.02; and 



        3.     The
board resolution or an indenture supplemental hereto establishing the form of the Securities of that series pursuant to Section 2.01 and setting forth
the terms of the Securities of that series as contemplated by Section 3.01. 


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        Notwithstanding
the provisions of Section 3.01 and of the preceding two paragraphs, if not all the Securities of any series are to be issued at one time, it shall not be
necessary to deliver the Officers' Certificate otherwise required pursuant to Section 3.01 or the Company Order, Officers' Certificate and Opinion of Counsel otherwise required pursuant
to the preceding two paragraphs prior to or at the time of issuance of each Security, but such documents shall be delivered prior to or at the time of issuance of the first Security of such series and
shall pertain to all of the Securities of such series. After any such first delivery, any separate Company Request that the Trustee receives concerning Securities of such series for original issue
will be deemed to be a Officers' Certificate that all conditions precedent provided for in this Indenture relating to the authentication and delivery of such Securities continue to be met. 



        The
Trustee shall not be required to authenticate and deliver any Securities if (i) the issue of such Securities pursuant to this Indenture will affect the Trustee's own rights,
duties or immunities under the Securities and this Indenture or otherwise in a manner which is not reasonably acceptable to the Trustee; (ii) the Trustee, being advised by counsel, determines
that such action may not lawfully be taken; or (iii) the Trustee in good faith, acting by its board of directors, executive committee, a committee of directors or Responsible Officers of the
Trustee, determines that such action would expose the Trustee to personal liability to Holders of any Outstanding Securities. 


        Each
Security shall be dated the date of its authentication. 


        No
Security or coupon shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Security a certificate of
authentication substantially in the form provided for herein duly executed by the Trustee by manual signature of an authorized officer, and such certificate upon any Security shall be conclusive
evidence, and the only evidence, that such Security has been duly authenticated and delivered hereunder and is entitled to the benefits of this Indenture. Notwithstanding the foregoing, if any
Security shall have been authenticated and delivered hereunder but never issued and sold by the Company, and the Company shall deliver such Security to the Trustee for cancellation as provided in
Section 3.10 together with a written statement (which need not comply with Section 1.02 and need not be accompanied by an Opinion of Counsel) stating that such Security has never
been issued and sold by the Company, for all purposes of this Indenture such Security shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled to the
benefits of this Indenture. 


        Section 3.04.
Temporary Securities. 


        Pending
the preparation of definitive Securities of any series, the Company may execute, and upon Company Order the Trustee shall authenticate and deliver, temporary Securities which are
printed, lithographed, typewritten, mimeographed or otherwise produced, in any authorized denomination, substantially of the tenor of the definitive Securities in lieu of which they are issued and
with such appropriate insertions, omissions, substitutions and other variations as the officers executing such Securities may determine, as evidenced by their execution of such Securities (but which
do not affect the rights or duties of the Trustee). 


        If
temporary Securities of any series are issued, the Company will cause definitive Securities of that series to be prepared without unreasonable delay. After the preparation of
definitive Securities of such series, the temporary Securities of such series shall be exchangeable for definitive Securities of such series upon surrender of the temporary Securities of such series
at the office or agency of the Company maintained pursuant to Section 10.02 in each Place of Payment for that series for the purpose of exchanges of Securities of such series, without charge to
the Holder. Upon surrender for cancellation of any one or more temporary Securities of any series (accompanied by any related coupons appertaining thereto) the Company shall execute and the Trustee
shall authenticate and deliver in exchange therefor one or more definitive Securities of the same series, of any authorized denominations and of a like aggregate principal amount and tenor. Until so
exchanged the temporary Securities of any series shall in all respects be entitled to the same benefits under this Indenture as definitive Securities of such series and tenor. 


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        Section 3.05.
Registration, Registration of Transfer and Exchange. 


        The
Company shall cause to be kept at one of its offices or agencies maintained pursuant to Section 10.02 a register for each series of Securities (herein sometimes referred to as
the "Security Register") in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Registered Securities and transfers and exchanges of
such Registered Securities of such series. The Security Register shall be in written form or any other form capable of being converted into written form within a reasonable time. At all reasonable
times, the Security Register shall be open to inspection by the Trustee. Such office or agency is hereby initially appointed as security registrar (the "Security Registrar") for the purpose of
registering Registered Securities of each series and transfers and exchanges of Registered Securities of such series as herein provided. 


        The
Company shall have the right to remove and replace from time to time the Security Registrar for any series of Securities; provided, that, no such removal or replacement shall be
effective until a successor Security Registrar with respect to such series of Registered Securities shall have been appointed by the Company and shall have accepted such appointment by the Company. In
the event that the Trustee shall not be or shall cease to be the Security Registrar with respect to a series of Securities, it shall have the right to examine the Security Register for such series at
all reasonable times. There shall be only one Security Registrar for such series of Securities. 


        Upon
surrender for registration of transfer of any Registered Security of any series at the office or agency in a Place of Payment for that series maintained for such purpose for such
series, the Company shall execute, and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Registered Securities of the same series,
Stated Maturity and original issue date of any authorized denominations and of a like aggregate principal amount and tenor. 



        At
the option of the Holder, Registered Securities of any series (except a Global Security representing all or a portion of such series) may be exchanged for other Registered Securities
of the same series, Stated Maturity and original issue date of any authorized denomination and of a like aggregate principal amount and like tenor, upon surrender of the Registered Securities to be
exchanged at such office or agency. Whenever any Registered Securities are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the Registered
Securities which the Holder making the exchange is entitled to receive. Unless otherwise specified with respect to any series of Securities as contemplated by Section 3.01, Bearer Securities
may not be issued in exchange for Registered Securities. 


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        If
(but only if) expressly permitted in or pursuant to the applicable Board Resolution and set forth in the applicable Officers' Certificate, or in any indenture supplemental hereto,
delivered as contemplated by Section 3.01, at the option of the Holder, Bearer Securities of any series, Stated Maturity and original issue date, may be exchanged for Registered Securities of
the same series of any authorized denomination and of a like aggregate principal amount and tenor, upon surrender of the Bearer Securities to be exchanged at any such office or agency, with all
unmatured coupons and all matured coupons in default thereto appertaining. If the Holder of a Bearer Security is unable to produce any such unmatured coupon or coupons or matured coupon or coupons in
default, any such permitted exchange may be effected if the Bearer Securities are accompanied by payment in funds acceptable to the Company and the Trustee in an amount equal to the face amount of
such missing coupon or coupons, or the surrender of such missing coupon or coupons may be waived by the Company and the Trustee if there is furnished to them such security or indemnity as they may
require to save each of them and any Paying Agent harmless. If thereafter the Holder of such Security shall surrender to any Paying Agent any such missing coupon in respect of which such a payment
shall have been made, such Holder shall be entitled to receive the amount of such payment. Notwithstanding the foregoing, in case a Bearer Security of any series is surrendered at any such office or
agency in a permitted exchange for a Registered Security of the same series and like tenor after the close of business at such office or agency on (i) any Regular Record Date and before the
opening of business at such office or agency on the relevant Interest Payment Date, or (ii) any Special Record Date and before the opening of business at such office or agency on the related
proposed date for payment of Defaulted Interest, such Bearer Security shall be surrendered without the coupon relating to such Interest Payment Date or proposed date for payment, as the case may be,
and interest or Defaulted Interest, as the case may be, will not be payable on such Interest Payment Date or proposed date for payment, as the case may be, in respect of the Registered Security issued
in exchange for such Bearer Security, but will be payable only to the Holder of such coupon when due in accordance with the provisions of this Indenture. 


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


        Notwithstanding
the foregoing, except as otherwise specified as contemplated by Section 3.01, any permanent Global Security shall be exchangeable only as provided in this
paragraph and the immediately following paragraph. If any beneficial owner of an interest in a permanent Global Security is entitled to exchange such interest for Securities of such series and of like
tenor and principal amount of another authorized form and denomination, as specified as contemplated by Section 3.01 and provided that any applicable notice provided in the permanent
Global Security shall have been given, then without unnecessary delay but in any event not later than the earliest date on which such interest may be so exchanged, the Company shall deliver to the
Trustee definitive Securities of that series in aggregate principal amount equal to the principal amount of such beneficial owner's interest in such permanent Global Security, executed by the Company.
On or after the earliest date on which such interests may be so exchanged, such permanent Global Security shall be surrendered by the Depositary or such other depositary as shall be specified in the
Company Order with respect thereto to the Trustee, as the Company's agent for such purpose, to be exchanged, in whole or from time to time in part, for definitive Securities of the same series without
charge, and the Trustee shall authenticate and deliver, in exchange for each portion of such permanent Global Security, an equal aggregate principal amount of definitive Securities of the same series
of authorized denominations and of like tenor as the portion of such permanent Global Security to be exchanged which (unless the Securities of the series are not issuable both as Bearer Securities and
as Registered Securities, as specified as contemplated by Section 3.01) shall be in the form of Bearer Securities or Registered Securities, or any combination thereof, as shall be specified by
the beneficial owner thereof; provided, however, that no such exchanges may occur during a period
beginning at the opening of business 15 days before any selection of Securities of that series to be redeemed and ending on the relevant Redemption Date if the Security for which exchange is
requested may be among those selected for redemption. If a Registered Security is issued in exchange for any portion of a permanent Global Security after the close of business at the office or agency
where such exchange occurs on (i) any Regular Record Date and before the opening of business at such office or agency on the relevant Interest Payment Date, or (ii) any Special Record
Date and before the opening of business at such office or agency on the related proposed date for payment of Defaulted Interest, interest or Defaulted Interest, as the case may be, will not be payable
on such Interest Payment Date or proposed date for payment, as the case may be, in respect of such Registered Security, but will be payable on such Interest Payment Date or proposed date for payment,
as the case may be, only to the Person to whom interest in respect of such portion of such permanent Global Security is payable in accordance with the provisions of this Indenture. 


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        If
at any time the Depositary for Securities of a series notifies the Company that it is unwilling, unable or no longer qualifies to continue as Depositary for Securities of such series
or if at any time the Depositary for Securities for such series shall no longer be registered or in good standing under the Exchange Act, or other applicable statute or regulation, the Company shall
appoint a successor Depositary with respect to the Securities for such series. If a successor to the Depositary for Securities is not appointed by the Company within 90 days after the Company
receives such notice or becomes aware of such condition, as the case may be, the Company's election pursuant to Section 3.01 shall no longer be effective with respect to the Securities for such
series and the Company will execute, and the Trustee, upon receipt of a Company Order for the authentication and delivery of definitive Securities of such series, will authenticate and deliver
Securities of such series in definitive registered form, in authorized denominations, and in an aggregate principal amount equal to the principal amount of the Global Security or Securities
representing such series in exchange for such Global Security or Securities. 



        The
Company may at any time and in its sole discretion determine that the Securities of any series issued in the form of one or more Global Securities shall no longer be represented by
such Global Security or Securities. In such event the Company will execute, and the Trustee, upon receipt of a Company Order for the authentication and delivery of definitive Securities of such
series, will authenticate and deliver Securities of such series in definitive registered form, in authorized denominations, and in an aggregate principal amount equal to the principal amount of the
Global Security or Securities representing such series in exchange for such Global Security or Securities. 


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        Upon
the exchange of a Global Security for Securities in definitive registered form, such Global Security shall be canceled by the Trustee. Securities issued in exchange for a Global
Security pursuant to this Section shall be registered in such names and in such authorized denominations as the Depositary for such Global Security, pursuant to instructions from its direct or
indirect participants or otherwise, shall instruct the Trustee in writing. The Trustee shall deliver such Securities to the persons in whose names such Securities are so registered. 


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


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


        No
service charge shall be made for any registration of transfer or exchange of Securities, but the Company may require payment of a sum sufficient to cover any tax or other governmental
charge that may be imposed in connection with any registration of transfer or exchange of Securities, other than exchanges pursuant to Section 3.04, 9.06, 11.07 or 14.05 not involving any
transfer. 


        The
Company shall not be required (i) to issue, register the transfer of or exchange Securities of any series during a period beginning at the opening of business 15 days
before the day of the selection for redemption of Securities of that series under Section 11.03 or 12.03 and ending at the close of business on (A) if Securities of the series are
issuable only as Registered Securities, the day of the mailing of the relevant notice of redemption and (B) if Securities of the series are issuable as Bearer Securities, the day of the first
publication of the relevant notice of redemption or, if Securities of the series are also issuable as Registered Securities and there is no publication, the mailing of the relevant notice of
redemption, or (ii) to issue, register the transfer of or exchange any Registered Security so selected for redemption in whole or in part, except the unredeemed portion of any Security being
redeemed in part, or (iii) to exchange any Bearer Security so selected for redemption except that such a Bearer Security may be exchanged for a Registered Security of that series and like
tenor; provided that such Registered Security shall be simultaneously surrendered for redemption with written instruction for payment consistent with the provisions of this Indenture; or
(iv) to issue, register the transfer of or exchange any Security which has been surrendered for repayment at the option of the Holder, except the portion, if any, of such Security not to be so
repaid. 


        Section 3.06.
Mutilated, Destroyed, Lost and Stolen Securities. 


        If
any mutilated Security or a Security with a mutilated coupon appertaining to it is surrendered to the Trustee, the Company shall execute and the Trustee shall authenticate and deliver
in exchange therefor a new Security of the same series, Stated Maturity and original issue date, and of like tenor and principal amount and bearing a number not contemporaneously outstanding, with
coupons corresponding to the coupons, if any, appertaining to the surrendered Security. 


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        If
there shall be delivered to the Company and to the Trustee (i) evidence to their satisfaction of the destruction, loss or theft of any Security or coupon and (ii) such
security or indemnity as may be required by them to save each of them and any agent of either of them harmless, then, in the absence of notice to the Company or the Trustee that such Security or
coupon has been acquired by a bona fide purchaser, the Company shall execute and upon Company Order the Trustee shall authenticate and deliver, in lieu of any such destroyed, lost or stolen Security
or in exchange for the Security to which a destroyed, lost or stolen coupon appertains (with all appurtenant coupons not destroyed, lost or stolen), a new Security of the same series, Stated Maturity,
original issue date and of like tenor and principal amount and bearing a number not contemporaneously outstanding, with coupons corresponding to the coupons, if any, appertaining to such destroyed,
lost or stolen Security or to the Security to which such destroyed, lost or stolen coupon appertains. 



        Notwithstanding
the provisions of the previous two paragraphs, in case any such mutilated, destroyed, lost or stolen Security or coupon has become or is about to become due and payable,
the Company in its discretion may, instead of issuing a new Security, with coupons corresponding to the coupons, if any, appertaining to such mutilated, destroyed, lost or stolen Security or to the
Security to which such mutilated, destroyed, lost or stolen coupon appertains, pay such Security or coupon; provided,  however, that payment of interest, if
any, on Bearer Securities shall, unless otherwise specified as contemplated by Section 3.01, be payable
only upon presentation and surrender of the coupons appertaining thereto. 


        Upon
the issuance of any new Security under this Section, the Company may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in
relation thereto (other than any stamp and other duties, if any, which may be imposed by the United States, Canada or any political subdivision thereof or therein, which shall be paid by the
Company) and any other expenses (including the fees and expenses of the Trustee) connected therewith. 


        Every
new Security of any series with its coupons, if any, issued pursuant to this Section in lieu of any mutilated, destroyed, lost or stolen Security or in exchange for a Security to
which a mutilated, destroyed, lost or stolen coupon appertains, shall constitute an original additional contractual obligation of the Company, whether or not the mutilated, destroyed, lost or stolen
Security and its coupons, if any, or the mutilated, destroyed, lost or stolen coupon shall be at any time enforceable by anyone, and shall be entitled to all the benefits of this Indenture equally and
proportionately with any and all other Securities of that series and their coupons, if any, duly issued hereunder. 


        The
provisions of this Section, as amended or supplemented pursuant to this Indenture with respect to a particular series of Securities or generally, are exclusive and shall preclude (to
the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Securities or coupons. 


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        Section 3.07.
Payment of Principal and Interest; Interest Rights Preserved; Optional Interest Reset. 



        (a)   Unless
otherwise provided as contemplated by Section 3.01 with respect to any series of Securities, interest, if any, on any Registered Security which is payable,
and is punctually paid or duly provided for, on any Interest Payment Date shall be paid to the Person in whose name such Security (or one or more Predecessor Securities) is registered at the close of
business on the Regular Record Date for such interest at the office or agency of the Company maintained for such purpose pursuant to Section 10.02;  provided, however, that each installment of interest, if any, on any Registered Security or the
principal at Maturity may, at the Company's option, be paid by (i) mailing a check for such interest or principal payment, payable to or upon the written order of the Person entitled thereto
pursuant to Section 3.09, to the address of such Person as it appears on the Security Register or (ii) wire transfer to an account maintained by the payee; provided further, that
principal paid in relation to any Security redeemed at the option of the Company pursuant to Article 11, or paid at Maturity, shall be paid to the Holder of such Security only upon
presentation and surrender of such Security to such office or agency referred to in this Section 3.07(a). 




        Unless
otherwise provided as contemplated by Section 3.01 with respect to the Securities of any series, payment of interest, if any, may be made, in the case of a Bearer Security,
by transfer to an account maintained by the payee. 


        Unless
otherwise provided as contemplated by Section 3.01, every permanent Global Security will provide that interest, if any, payable on any Interest Payment Date will be paid to
the Depositary, for the purpose of permitting the Depositary to credit the interest, if any, received by it in respect of such permanent Global Security to the accounts of the beneficial owners
thereof. 


        Any
interest on any Registered Security of any series which is payable, but is not punctually paid or duly provided for, on any Interest Payment Date shall forthwith cease to be payable
to the Holder on the relevant Regular Record Date by virtue of having been such Holder, and such defaulted interest and, if applicable, interest on such defaulted interest (to the extent lawful) at
the rate specified in the Securities of such series (such defaulted interest and, if applicable, interest thereon herein collectively called "Defaulted Interest") may be paid by the Company, at its
election in each case, as provided in clause (1) or (2) below: 



        (1)   The
Company may elect to make payment of any Defaulted Interest to the Persons in whose names the Registered Securities of such series (or their respective Predecessor
Securities) are registered at the close of business on a Special Record Date for the payment of such Defaulted Interest, which shall be fixed in the following manner. The Company shall notify the
Trustee in writing of the amount of Defaulted Interest proposed to be paid on each Registered Security of such series and the date of the proposed payment, and at the same time the Company shall
deposit with the Trustee an amount of money in the Currency in which the Securities of such series are payable (except as otherwise specified pursuant to Section 3.01 for the Securities
of such series and except, if applicable, as provided in Sections 3.12(b), 3.12(d) and 3.12(e)) equal to the aggregate amount proposed to be paid in respect of such Defaulted Interest or shall
make arrangements satisfactory to the Trustee for such deposit on or prior to the date of the proposed payment, such money when deposited to be held in trust for the benefit of the Persons entitled to
such Defaulted Interest as in this clause provided. Thereupon the Trustee shall fix a Special Record Date for the payment of such Defaulted Interest which shall be not more than 15 days and not
less than 10 days prior to the date of the proposed payment and not less than 10 days after the receipt by the Trustee of the notice of the proposed payment. The Trustee shall promptly
notify the Company of such Special Record Date and, in the name and at the expense of the Company, shall cause notice of the proposed payment of such Defaulted Interest and the Special Record Date
therefor to be given in the manner provided in Section 1.06, not less than 10 days prior to such Special Record Date. Notice of the proposed payment of such Defaulted Interest and the
Special Record Date therefor having been so given, such Defaulted Interest shall be paid to the Persons in whose name the Registered Securities of such series (or their respective Predecessor
Securities) are registered at the close of business on such Special Record Date and shall no longer be payable pursuant to the following clause (2). 


34







 

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



        (b)   The
provisions of this Section 3.07(b) may be made applicable to any series of Securities pursuant to Section 3.01 (with such modifications, additions or
substitutions as may be specified pursuant to such Section 3.01). The interest rate (or the spread or spread multiplier used to calculate such interest rate, if applicable) on any Security of
such series may be reset by the Company on the date or dates specified on the face of such Security (each an "Optional Reset Date"). The Company may exercise such option with respect to such Security
by notifying the Trustee of such exercise at least 50 but not more than 60 days prior to an Optional Reset Date for such Security by delivery of a Company Order. Not later than 40 days
prior to each Optional Reset Date, the Trustee shall transmit, in the manner provided for in Section 1.06, to the Holder of any such Security a notice (the "Reset Notice") indicating
whether the Company has elected to reset the interest rate (or the spread or spread multiplier used to calculate such interest rate, if applicable), and if so (i) such new interest rate (or
such new spread or spread multiplier, if applicable) and (ii) the provisions, if any, for redemption during the period from such Optional Reset Date to the next Optional Reset Date or if there
is no such next Optional Reset Date, to the Stated Maturity Date of such Security (each such period a "Subsequent Interest Period"), including the date or dates on which or the period or periods
during which and the price or prices at which such redemption may occur during the Subsequent Interest Period. 




        Notwithstanding
the foregoing, not later than 20 days prior to the Optional Reset Date, the Company may, at its option, revoke the interest rate (or the spread or spread
multiplier used to calculate such interest rate, if applicable) provided for in the Reset Notice and establish an interest rate (or a spread or spread multiplier used to calculate such interest rate,
if applicable) that is higher than the interest rate (or the spread or spread multiplier, if applicable) provided for in the Reset Notice, for the Subsequent Interest Period by directing the Trustee
by delivery of a Company Order, to transmit, in the manner provided for in Section 1.06, notice of such higher interest rate (or such higher spread or spread multiplier, if applicable) to the
Holder of such Security within 30 days after receipt of such Company Order. Such notice shall be irrevocable. All Securities with respect to which the interest rate (or the spread or spread
multiplier used to calculate such interest rate, if applicable) is reset on an Optional Reset Date, and with respect to which the Holders of such Securities
have not tendered such Securities for repayment (or have validly revoked any such tender) pursuant to the next succeeding paragraph, will bear such higher interest rate (or such higher spread or
spread multiplier, if applicable). 


35







 

        The
Holder of any such Security will have the option to elect repayment by the Company of the principal of such Security on each Optional Reset Date at a price equal to the principal
amount thereof plus interest accrued to such Optional Reset Date. In order to obtain repayment on an Optional Reset Date, the Holder must follow the procedures set forth in Article Thirteen for
repayment at the option of Holders except that the period for delivery or notification to the Trustee shall be at least 25 but not more than 35 days prior to such Optional Reset Date and except
that, if the Holder has tendered any Security for repayment pursuant to the Reset Notice, the Holder may, by written notice to the Trustee, revoke such tender or repayment until the close of business
on the tenth day before such Optional Reset Date. 


        Subject
to the foregoing provisions of this Section and Section 3.05, each Security delivered under this Indenture upon registration of transfer of or in exchange for or in lieu
of any other Security shall carry the rights to interest accrued and unpaid, and to accrue, which were carried by such other Security. 


        Section 3.08.
Optional Extension of Stated Maturity. 


        The
provisions of this Section 3.08 may be made and shall only be applicable to any series of Securities if expressly set forth in a supplemental indenture with respect to such
Securities pursuant to Section 3.01 (with such modifications, additions or substitutions as may be specified pursuant to such Section 3.01). The Stated Maturity of any Security of such
series may be extended, if contemplated by the particular Series of Securities, at the option of the Company for the period or periods specified on the face of such Security (each an "Extension
Period") up to but not beyond the date (the "Final Maturity") set forth on the face of such Security. The Company may exercise such option with respect to any Security by notifying the Trustee of such
exercise at least 50 but not more than 60 days prior to the Stated Maturity of such Security in effect prior to the exercise of such option (the "Original Stated Maturity") by delivery of a
Company Order. If the Company exercises such option, the Trustee shall transmit, in the manner provided for in Section 1.06, to the Holder of such Security not later than 40 days
prior to the Original Stated Maturity a notice (the "Extension Notice") indicating (i) the election of the Company to extend the Stated Maturity, (ii) the new Stated Maturity,
(iii) the interest rate, if any, applicable to the Extension Period and (iv) the provisions, if any, for redemption during such Extension Period. Upon the Trustee's transmittal of the
Extension Notice, the Stated Maturity of such Security shall be extended automatically and, except as modified by the Extension Notice and as described in the next paragraph, such Security will have
the same terms as prior to the transmittal of such Extension Notice. 


36







 

        Notwithstanding
the foregoing, not later than 20 days before the Original Stated Maturity of such Security, the Company may, at its option, revoke the interest rate provided for
in the Extension Notice and establish a higher interest rate for the Extension Period by directing the Trustee by delivery of a Company Order, to transmit, in the manner provided for in
Section 1.06, notice of such higher interest rate to the Holder of such Security within 10 days after receipt of such Company Order. Such notice shall be irrevocable. All Securities with
respect to which the Stated Maturity is extended will bear such higher interest rate. 


        If
the Company extends the Stated Maturity of any Security, the Holder will have the option to elect repayment of such Security by the Company on the Original Stated Maturity at a price
equal to the principal amount thereof, plus interest accrued to such date. In order to obtain repayment on the Original Stated Maturity once the Company has extended the Maturity thereof, the Holder
must follow the procedures set forth in Article Thirteen for repayment at the option of Holders, except that the period for delivery or notification to the Trustee shall be at least 25 but not more
than 35 days prior to the Original Stated Maturity and except that, if the Holder has tendered any Security for repayment pursuant to an Extension Notice, the Holder may by written notice to
the Trustee revoke such tender for repayment until the close of business on the fifth day before the Original Stated Maturity. 


        Section 3.09.
Persons Deemed Owners. 


        Prior
to due presentment of a Registered Security for registration of transfer, the Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name
such Registered Security is registered as the absolute owner of such Registered Security for the purpose of receiving payment of principal of (and premium, if any) and (subject to Sections 3.05
and 3.07) interest, if any, on such Security and for all other purposes whatsoever, whether or not such Security be overdue, and none of the Company, the Trustee or any agent of the Company or
the Trustee shall be affected by notice to the contrary. 


        Title
to any Bearer Security and any coupons appertaining thereto shall pass by delivery. The Company, the Trustee and any agent of the Company or the Trustee may treat the bearer of any
Bearer Security and the bearer of any coupon as the absolute owner of such Security or coupon for the purpose of receiving payment thereof or on account thereof and for all other purposes whatsoever,
whether or not such Security or coupons be overdue, and none of the Company, the Trustee or any agent of the Company or the Trustee shall be affected by notice to the contrary. 



        The
Depositary, or its nominee, may be treated by the Company, the Trustee, and any agent of the Company or the Trustee as the owner of such Global Security for all purposes whatsoever.
None of the Company, the Trustee, any Paying Agent or the Security Registrar will have any responsibility or liability for any aspect of the records relating to or payments made on account of
beneficial ownership interests of a Global Security or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests. 


37







 

        Notwithstanding
the foregoing, with respect to any Global Security, nothing herein shall prevent the Company, the Trustee, or any agent of the Company or the Trustee, from giving effect
to any written certification, proxy or other authorization furnished by the Depositary, as a Holder, with respect to such Global Security or impair, as between such Depositary and owners of beneficial
interests in such Global Security, the operation of customary practices governing the exercise of the rights of such Depositary (or its nominee) as Holder of such Global Security. 


        Section 3.10.
Cancellation. 


        All
Securities and coupons surrendered for payment, redemption, repayment at the option of the Holder, registration of transfer or exchange or for credit against any current or future
sinking fund payment shall, if surrendered to any Person other than the Trustee, be delivered to the Trustee. All Securities and coupons so delivered to the Trustee, if not already cancelled, shall be
promptly canceled by it. The Company may at any time deliver to the Trustee for cancellation any Securities previously authenticated and delivered hereunder which the Company may have acquired in any
manner whatsoever, and may deliver to the Trustee for cancellation any Securities previously authenticated hereunder which the Company has not issued and sold, and all Securities so delivered shall be
promptly canceled by the Trustee. If the Company shall so acquire any of the Securities, however, such acquisition shall not operate as a redemption or satisfaction of the indebtedness represented by
such Securities unless and until the same are surrendered to the Trustee for cancellation. For purposes of this Section 3.10, the repayment of any principal amount of Securities at the option
of the Holder shall not operate as a payment, redemption or satisfaction of the indebtedness represented by such Securities unless and until the Company shall deliver or surrender the same to the
Trustee with a Company Order that such Securities be canceled. No Securities shall be authenticated in lieu of or in exchange for any Securities canceled as provided in this Section, except as
expressly permitted by this Indenture. All canceled Securities and coupons held by the Trustee shall be disposed of by the Trustee in accordance with its customary procedures and certification of
their disposal delivered to the Company unless by Company Order the Company shall direct that canceled Securities be returned to it. 


        Section 3.11.
Computation of Interest. 


        Interest,
if any, on the Securities of any series shall be computed on the basis of a 360-day year of twelve 30-day months. 


        Section 3.12.
Currency and Manner of Payments in Respect of Securities. 


        (a)   With
respect to Registered Securities of any series not permitting the election provided for in paragraph (b) below or the Holders of which have not made the
election provided for in paragraph (b) below, and with respect to Bearer Securities of any series, except as provided in paragraph (d) below, payment of the principal of (and
premium, if any) and interest, if any, on any Registered or Bearer Security of such series will be made in the Currency in which such Registered Security or Bearer Security, as the case may be, is
payable. The provisions of this Section 3.12 may be modified or superseded with respect to any Securities pursuant to Section 3.01. 


38







 

        (b)   It
may be provided pursuant to Section 3.01 with respect to Registered Securities of any series that Holders shall have the option, subject to
paragraphs (d) and (e) below, to receive payments of principal of (or premium, if any) or interest, if any, on such Registered Securities in any of the Currencies which may be designated
for such election by delivering to the Trustee a written election with signature guarantees and in the applicable form established pursuant to Section 3.01, not later than the close of business
on the Election Date immediately preceding the applicable payment date. If a Holder so elects to receive such payments in any such Currency, such election will remain in effect for such Holder or any
transferee of such Holder until changed by such Holder or such transferee by written notice to the Trustee (but any such change must be made not later than the close of business on the Election Date
immediately preceding the next payment date to be effective for the payment to be made on such payment date and no such change of election may be made with respect to payments to be made on any
Registered Security of such series with respect to which an Event of Default has occurred or with respect to which the Company has deposited funds pursuant to Article 4 or 14 or with
respect to which a notice of redemption has been given by the Company or a notice of option to elect repayment has been sent by such Holder or such transferee). Any Holder of any such Registered
Security who shall not have delivered any such election to the Trustee not later than the close of business on the applicable Election Date will be paid the amount due on the applicable payment date
in the relevant Currency as provided in Section 3.12(a). The Trustee shall notify the Exchange Rate Agent as soon as practicable after the Election Date of the aggregate principal amount of
Registered Securities for which Holders have made such written election. 


        (c)   Unless
otherwise specified pursuant to Section 3.01, if the election referred to in paragraph (b) above has been provided for pursuant to
Section 3.01, then, unless otherwise specified pursuant to Section 3.01, not later than the fourth Business Day after the Election Date for each payment date for Registered Securities of
any series, the Exchange Rate Agent will deliver to the Company a written notice specifying, in the Currency in which Registered Securities of such series are payable, the respective aggregate amounts
of principal of (and premium, if any) and interest, if any, on the Registered Securities to be paid on such payment date, specifying the amounts in such Currency so payable in respect of the
Registered Securities as to which the Holders of Registered Securities of such series shall have elected to be paid in another Currency as provided in paragraph (b) above. If the election
referred to in paragraph (b) above has been provided for pursuant to Section 3.01 and if at least one Holder has made such election, then, unless otherwise specified pursuant to
Section 3.01, on the second Business Day preceding such payment date the Company will deliver to the Trustee for such series of Registered Securities an Exchange Rate Officers' Certificate in
respect of the Dollar or Foreign Currency payments to be made on such payment date. Unless otherwise specified pursuant to Section 3.01, the Dollar or Foreign Currency amount receivable by
Holders of Registered Securities who have elected payment in a Currency as provided in paragraph (b) above shall be determined by the Company on the basis of the applicable Market Exchange Rate
in effect on the third Business Day (the "Valuation Date") immediately preceding each payment date, and such determination shall be conclusive and binding for all purposes, absent manifest error. 


39







 

        (d)   If
a Conversion Event occurs with respect to a Foreign Currency in which any of the Securities are denominated or payable other than pursuant to an election provided for
pursuant to paragraph (b) above, then with respect to each date for the payment of principal of (and premium, if any) and interest, if any, on the applicable Securities denominated or payable
in such Foreign Currency occurring after the last date on which such Foreign Currency was used (the "Conversion Date"), the Dollar shall be the Currency of payment for use on each such payment date.
Unless otherwise specified pursuant to Section 3.01, the Dollar amount to be paid by the Company to the Trustee and by the Trustee or any Paying Agent to the Holders of such Securities with
respect to such payment date shall be, in the case of a Foreign Currency other than a currency unit, the Dollar Equivalent of the Foreign Currency or, in the case of a currency unit, the Dollar
Equivalent of the Currency Unit, in each case as determined by the Exchange Rate Agent in the manner provided in paragraph (f) or (g) below. 


        (e)   Unless
otherwise specified pursuant to Section 3.01, if the Holder of a Registered Security denominated in any Currency shall have elected to be paid in another
Currency as provided in paragraph (b) above, and a Conversion Event occurs with respect to such elected Currency, such Holder shall receive payment in the Currency in which payment would
have been made in the absence of such election; and if a Conversion Event occurs with respect to the Currency in which payment would have been made in the absence of such election, such Holder shall
receive payment in Dollars as provided in paragraph (d) above. 


        (f)    The
"Dollar Equivalent of the Foreign Currency" shall be determined by the Exchange Rate Agent and shall be obtained for each subsequent payment date by converting the
specified Foreign Currency into Dollars at the Market Exchange Rate on the Conversion Date. 


        (g)   The
"Dollar Equivalent of the Currency Unit" shall be determined by the Exchange Rate Agent and subject to the provisions of paragraph (h) below shall be the sum
of each amount obtained by converting the Specified Amount of each Component Currency into Dollars at the Market Exchange Rate for such Component Currency on the Valuation Date with respect to each
payment. 


        (h)   For
purposes of this Section 3.12 the following terms shall have the following meanings: 


        A
"Component Currency" shall mean any Currency which, on the Conversion Date, was a component Currency of the relevant Currency unit. 


        A
"Specified Amount" of a Component Currency shall mean the number of units of such Component Currency or fractions thereof which were represented in the relevant Currency unit on the
Conversion Date. If, after the Conversion Date, the official unit of any Component Currency is altered by way of combination or subdivision, the Specified Amount of such Component Currency shall be
divided or multiplied in the same proportion. If after the Conversion Date two or more Component Currencies are consolidated into a single currency, the respective Specified Amounts of such Component
Currencies shall be replaced by an amount in such single Currency equal to the sum of the respective Specified Amounts of such consolidated Component Currencies expressed in such single Currency, and
such amount shall thereafter be a Specified Amount and such single Currency shall thereafter be a Component Currency. If, after the Conversion Date, any Component Currency shall be divided into two or
more Currencies, the Specified Amount of such Component Currency shall be replaced by amounts of such two or more Currencies, having an aggregate Dollar Equivalent value at the Market Exchange Rate on
the date of such replacement equal to the Dollar Equivalent value of the Specified Amount of such former Component Currency at the Market Exchange Rate immediately before such division and such
amounts shall thereafter be Specified Amounts and such Currencies shall thereafter be Component Currencies. If, after the Conversion Date of the relevant Currency unit, a Conversion Event (other than
any event referred to above in this definition of Specified Amount) occurs with respect to any Component Currency of such Currency unit and is continuing on the applicable Valuation Date, the
Specified Amount of such Component Currency shall, for purposes of calculating the Dollar Equivalent of the Currency Unit, be converted into Dollars at the Market Exchange Rate in effect on the
Conversion Date of such Component Currency. 


40









  





        "Election Date" shall mean the date, which shall be no later than 10 Business Days prior to the applicable payment date, for any series of Registered Securities as specified pursuant to
clause (15) of Section 3.01 by which the written election referred to in paragraph (b) above may be made. 


        All
decisions and determinations of the Exchange Rate Agent regarding the Dollar Equivalent of the Foreign Currency, the Dollar Equivalent of the Currency Unit, the Market Exchange Rate
and changes in the Specified Amounts as specified above shall be in its sole discretion and shall, in the absence of manifest error, be conclusive for all purposes and irrevocably binding upon the
Company, the Trustee and all Holders of such Securities denominated or payable in the relevant Currency. The Exchange Rate Agent shall promptly give written notice to the Company and the Trustee of
any such decision or determination. 


        In
the event that the Company determines in good faith that a Conversion Event has occurred with respect to a Foreign Currency, the Company will immediately give written notice thereof
to the Trustee and to the Exchange Rate Agent (and the Trustee will promptly thereafter give notice in the manner provided for in Section 1.06 to the affected Holders) specifying the
Conversion Date. In the event the Company so determines that a Conversion Event has occurred with respect to any Currency unit in which Securities are denominated or payable, the Company will
immediately give written notice thereof to the Trustee and to the Exchange Rate Agent (and the Trustee will promptly thereafter give notice in the manner provided for in Section 1.06
to the affected Holders) specifying the Conversion Date and the Specified Amount of each Component Currency on the Conversion Date. In the event the Company determines in good faith that any
subsequent change in any Component Currency as set forth in the definition of Specified Amount above has occurred, the Company will similarly give written notice to the Trustee and the Exchange Rate
Agent. 


        The
Trustee shall be fully justified and protected in relying and acting upon information received by it from the Company and the Exchange Rate Agent and shall not have any duty or
obligation to determine the accuracy or validity of such information independent of the Company or the Exchange Rate Agent. 


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        Section 3.13.
Appointment and Resignation of Successor Exchange Rate Agent. 


        (a)   Unless
otherwise specified pursuant to Section 3.01, if and so long as the Securities of any series (i) are denominated in a Currency other than Dollars or
(ii) may be payable in a Currency other than Dollars, or so long as it is required under any other provision of this Indenture, then the Company will maintain with respect to each such series
of Securities, or as so required, at least one Exchange Rate Agent. The Company will cause the Exchange Rate Agent to make the necessary foreign exchange determinations at the time and in the manner
specified pursuant to Section 3.01 for the purpose of determining the applicable rate of exchange and, if applicable, for the purpose of converting the issued Currency into the
applicable payment Currency for the payment of principal (and premium, if any) and interest, if any, pursuant to Section 3.12. 


        (b)   The
Company shall have the right to remove and replace from time to time the Exchange Rate Agent for any series of Securities. No resignation or removal of the Exchange
Rate Agent and no appointment of a successor Exchange Rate Agent pursuant to this Section shall become effective until the acceptance of appointment by the successor Exchange Rate Agent as evidenced
by a written instrument delivered to the Company and the Trustee. 


        (c)   If
the Exchange Rate Agent shall resign, be removed or become incapable of acting, or if a vacancy shall occur in the office of the Exchange Rate Agent for any cause
with respect to the Securities of one or more series, the Company, by or pursuant to a Board Resolution, shall promptly appoint a successor Exchange Rate Agent or Exchange Rate Agents with respect to
the Securities of that or those series (it being understood that any such successor Exchange Rate Agent may be appointed with respect to the Securities of one or more or all of such series and that,
unless otherwise specified pursuant to Section 3.01, at any time there shall only be one Exchange Rate Agent with respect to the Securities of any particular series that are originally issued
by the Company on the same date and that are initially denominated and/or payable in the same Currency). 


        Section 3.14.
CUSIP Numbers. 


        The
Company, in issuing Securities, may use "CUSIP" and "ISIN" numbers (if then generally in use) in addition to serial numbers; if so, the Trustee shall use such "CUSIP" and "ISIN"
numbers in addition to serial numbers in notices of redemption and repurchase as a convenience to Holders; provided, that any such notice may state that no representation is made as to the correctness
of such CUSIP and ISIN numbers either as printed on the Securities or as contained in any notice of a redemption or repurchase and that reliance may be placed only on the serial or other
identification numbers printed on the Securities, and any such redemption or repurchase shall not be affected by any defect in or omission of such CUSIP and ISIN numbers. The Company will promptly
notify the Trustee of any changes in the CUSIP and ISIN numbers. 


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ARTICLE 4
  
    SATISFACTION AND DISCHARGE    
    


        Section 4.01.
Satisfaction and Discharge of Indenture. 


        This
Indenture shall upon Company Request cease to be of further effect with respect to any series of Securities specified in such Company Request (except as to any surviving rights of
registration of transfer or exchange of Securities of such series expressly provided for herein or pursuant hereto and any right to receive Additional Amounts as contemplated by Section 10.05)
and the Trustee, at the expense of the Company, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture as to such series when 


        (1)   either




        (A)  all
Securities of such series theretofore authenticated and delivered and all coupons, if any, appertaining thereto (other than (i) coupons appertaining to Bearer
Securities surrendered for exchange for Registered Securities and maturing after such exchange, whose surrender is not required or has been waived as provided in Section 3.05,
(ii) Securities and coupons of such series which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 3.06, (iii) coupons appertaining
to Securities called for redemption and maturing after the relevant Redemption Date, whose surrender has been waived as provided in Section 11.06, and (iv) Securities and coupons of such
series for whose payment money has theretofore been deposited in trust with the Trustee or any Paying Agent or segregated and held in trust by the Company and thereafter repaid to the Company, as
provided in Section 10.03) have been cancelled and delivered to the Trustee or delivered to the Trustee for cancellation; or 


        (B)  all
Securities of such series and, in the case of (i) or (ii) below, any coupons appertaining thereto not theretofore delivered to the Trustee for
cancellation 



        (i)    have
become due and payable, or 


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


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





and
the Company, in the case of (i), (ii) or (iii) above, has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust for such purpose an amount in the
Currency in which the Securities of such series are payable, sufficient, without reinvestment, to pay and discharge the entire indebtedness on such Securities and coupons not theretofore cancelled and
delivered to the Trustee or delivered to the Trustee for cancellation, for principal (and premium, if any) and interest, if any, to the date of such deposit (in the case of Securities which have
become due and payable) or to the Stated Maturity or Redemption Date, as the case may be; 


43







 

        (2)   the
Company has paid or caused to be paid all other sums payable hereunder by the Company; and 


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


        Notwithstanding
the satisfaction and discharge of this Indenture, the obligations of the Company to the Trustee under Section 6.07, the obligations of the Trustee to any
Authenticating Agent under Section 6.13 and, if money shall have been deposited with the Trustee pursuant to subclause (B) of clause (1) of this Section, the obligations of the
Trustee under Section 4.02 and the last paragraph of Section 10.03 shall survive. 


        Section 4.02.
Application of Trust Money. 


        Subject
to the provisions of the last paragraph of Section 10.03, all money and securities deposited with the Trustee pursuant to Section 4.01 shall be held in trust and
applied by it, in accordance with the provisions of the Securities, the coupons and this Indenture, to the payment, either directly or through any Paying Agent (including the Company acting as its own
Paying Agent) as the Trustee may determine, to the Persons entitled thereto, of the principal (and premium, if any) and interest, if any, for whose payment such money and securities has been deposited
with the Trustee, but such money need not be segregated from other funds except to the extent required by law. 


        All
moneys and securities deposited with the Trustee pursuant to Section 4.01 (and held by it or any Paying Agent) for the payment of Securities subsequently converted
shall be returned to the Company upon a Company Request. 


 
 

ARTICLE 5
  
    REMEDIES    
    


        Section 5.01. Events of Default. 


        "Event
of Default," wherever used herein with respect to Securities of any series, means any one of the following events (whatever the reason for such Event of Default and whether it
shall be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental
body), except to the extent such event is specifically deleted or modified as contemplated by Section 3.01 for the Securities of that series: 


44







 

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



        (2)   default
in the payment of the principal of (or premium, if any, on) any Security of that series at its Maturity (excluding a Maturity arising from a call for redemption
through operation of any sinking fund); or 


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


        (4)   with
respect to a series of Securities, default in the performance, or breach, of any covenant, agreement or warranty of the Company in the Securities of such series or
in this Indenture (other than a covenant, agreement or warranty a default in the performance or breach of which is specifically dealt with elsewhere in this Section or which has expressly been
included in this Indenture solely for the benefit of a series of Securities other than that series or which has been included in this Indenture but expressly made not applicable to the Securities of
that series), and continuance of such default or breach for a period of 90 days after there has been given, by registered or certified mail, to the Company by the Trustee, or to the Company and
the Trustee by the Holders of at least 25% in aggregate principal amount of the Outstanding Securities of that series, a written notice specifying such default or breach and requiring it to be
remedied and stating that such notice is a "Notice of Default" hereunder; or 



        (5)   the
entry of a decree or order by a court having jurisdiction in the premises adjudging the Company bankrupt or insolvent, or approving as properly filed a petition
seeking reorganization, arrangement, adjustment or composition of or in respect of the Company under the Federal Bankruptcy Code or any other applicable federal or state law, or appointing a receiver,
liquidator, assignee, trustee, sequestrator (or other similar official) of the Company or of any substantial part of its property, or ordering the winding up or liquidation of its affairs, and the
continuance of any such decree or order unstayed and in effect for a period of 90 consecutive days; or 



        (6)   the
institution by the Company of proceedings to be adjudicated bankrupt or insolvent, or the consent by it to the institution of bankruptcy or insolvency proceedings
against it, or the filing by it of a petition or answer or consent seeking reorganization or relief under the Federal Bankruptcy Code or any other applicable federal or state law, or the consent by it
to the filing of any such petition or to the appointment of a receiver, liquidator, assignee, trustee, sequestrator (or other similar official) of the Company or of any substantial part of its
property, or the making by it of an assignment for the benefit of creditors, or the admission by it in writing of its inability to pay its debts generally as they become due; or 



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


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        Section 5.02.
Acceleration of Maturity; Rescission and Annulment. 


        If
an Event of Default described in clause (1), (2), (3), (4) or (7) of Section 5.01 with respect to Securities of any series at the time Outstanding occurs and is
continuing, then in every such case the Trustee or the Holders of not less than 25% in principal amount of the Outstanding Securities of that series may declare the principal amount (or, if the
Securities of that series are Original Issue Discount Securities or Indexed Securities, such portion of the principal amount as may be specified in the terms of that series) of all of the Securities
of that series to be due and payable immediately, by a notice in writing to the Company (and to the Trustee if given by Holders), and upon any such declaration such principal amount (or specified
portion thereof) shall become immediately due and payable. If an Event of Default specified in Section 5.01(5) or 5.01(6) occurs and is continuing, then the principal amount of all the
Securities 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. 



        At
any time after a declaration of acceleration with respect to Securities of any series (or of all series, as the case may be) has been made and before a judgment or decree for payment
of the money due has been obtained by the Trustee as hereinafter provided in this Article, the Holders of a majority in principal amount of the Outstanding Securities of that series (or of all series,
as the case may be), by written notice to the Company and the Trustee, may rescind and annul such declaration and its consequences if 


        (1)   the
Company has paid or deposited with the Trustee a sum sufficient to pay in the Currency in which the Securities of such series are payable (except as otherwise
specified pursuant to Section 3.01 for the Securities of such series and except, if applicable, as provided in Sections 3.12(b), 3.12(d) and 3.12(e): 



        (A)  all
overdue interest, if any, on all Outstanding Securities of that series (or of all series, as the case may be) and any related coupons, 


        (B)  all
unpaid principal of (and premium, if any, on) any Outstanding Securities of that series (or of all series, as the case may be) which has become due otherwise than by
such declaration of acceleration, and interest on such unpaid principal at the rate or rates prescribed therefor in such Securities, 


        (C)  to
the extent lawful, interest on overdue interest, if any, at the rate or rates prescribed therefor in such Securities, and 


        (D)  all
sums paid or advanced by the Trustee hereunder and the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, and any
other amounts due to the Trustee under Section 6.07; and 




        (2)   all
Events of Default with respect to Securities of that series (or of all series, as the case may be), other than the non-payment of amounts of principal of (or
premium, if any, on) or interest on Securities of that series (or of all series, as the case may be) which have become due solely by such declaration of acceleration, have been cured or waived as
provided in Section 5.13. 


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


        Section 5.03.
Collection of Indebtedness and Suits for Enforcement by Trustee. 


        The
Company covenants that if 


        (1)   default
is made in the payment of any interest on any Security and any related coupon when such interest becomes due and payable and such default continues for a period
of 30 days, or 


        (2)   default
is made in the payment of the principal of (or premium, if any, on) any Security at the Maturity thereof, or 


        (3)   default
is made in the payment of any sinking or purchase fund or analogous obligation when the same becomes due by the terms of the Securities of any series, and any
such default continues for any period of grace provided with respect to the Securities of such series, the Company will, upon demand of the Trustee, pay to it, for the benefit of the Holder of any
such Security and coupon (or the Holders of any such series), the whole amount then due and payable on any such Security and coupon (or on the Securities and coupons of any such series) for principal
and any premium and interest and, to the extent that payment of such interest shall be legally enforceable, interest on any overdue principal and premium and on any overdue interest, at the rate or
rates prescribed therefor by the terms of any such Security (or of Securities of any such series); and, in addition thereto, such further amount as shall be sufficient to cover the costs and expenses
of collection, including the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel and any other amounts due to the Trustee under Section 6.07. 


        If
the Company fails to pay such amounts forthwith upon such demand, the Trustee, in its own name and as trustee of an express trust, may institute a judicial proceeding for the
collection of the sums so due and unpaid, may prosecute such proceeding to judgment or final decree and may enforce the same against the Company or any other obligor upon such Securities and collect
the moneys adjudged or decreed to be payable in the manner provided by law out of the property of the Company or any other obligor upon such Securities, wherever situated. 


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


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        Section 5.04.
Trustee May File Proofs of Claim. 


        In
case of the pendency of any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or other judicial proceeding relative to the
Company or any other obligor upon the Securities or the property of the Company or of such other obligor or their creditors, the Trustee (irrespective of whether the principal of the Securities shall
then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Trustee shall have made any demand on the Company for the payment of overdue principal,
premium, if any, or interest) shall be entitled and empowered, by intervention in such proceeding or otherwise, 



        (i)    to
file and prove a claim for the whole amount of principal (and premium, if any), or such portion of the principal amount of any series of Original Issue Discount
Securities or Indexed Securities as may be specified in the terms of such series, and interest, if any, owing and unpaid in respect of the Securities 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 the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel
and any other amounts due to the Trustee under Section 6.07) and of the Holders allowed in such judicial proceeding, and 


        (ii)   to
collect and receive any moneys or other property payable or deliverable on any such claims and to distribute the same; 




and
any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Holder to make such payments to the
Trustee and, in the event that the Trustee shall consent to the making of such payments directly to the Holders, to pay to the Trustee any amount due it for the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel, and any other amounts due the Trustee under Section 6.07. 


        Nothing
herein contained shall be deemed to authorize the Trustee to authorize or consent to or accept or adopt on behalf of any Holder any plan of reorganization, arrangement,
adjustment or composition affecting the Securities or the rights of any Holder thereof or to authorize the Trustee to vote in respect of the claim of any Holder in any such proceeding. 


        Section 5.05.
Trustee May Enforce Claims Without Possession of Securities. 


        All
rights of action and claims under this Indenture or the Securities or coupons may be prosecuted and enforced by the Trustee without the possession of any of the Securities or coupons
or the production thereof in any proceeding relating thereto, and any such proceeding instituted by the Trustee shall be brought in its own name as trustee of an express trust, and any recovery of
judgment shall, after provision for the payment of the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, and any other amounts due to the Trustee
under Section 6.07 be for the ratable benefit of the Holders of the Securities and coupons in respect of which such judgment has been recovered. 


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        Section 5.06.
Application of Money Collected. 


        Any
money collected by the Trustee pursuant to this Article shall be applied in the following order, at the date or dates fixed by the Trustee and, in case of the distribution of such
money on account of principal (or premium, if any) or interest, if any, upon presentation of the Securities or coupons, or both, as the case may be, and the notation thereon of the payment if only
partially paid and upon surrender thereof if fully paid: 


        First:
To the payment of all amounts due the Trustee under Section 6.07; 


        Second:
To the payment of the amounts then due and unpaid for principal of (and premium, if any) and interest, if any, on the Securities and coupons in respect of which or for the
benefit of which such money has been collected, ratably, without preference or priority of any kind, according to the amounts due and payable on such Securities and coupons for principal (and premium,
if any) and interest, if any, respectively; and 


        Third:
The balance, if any, to the Person or Persons entitled thereto. 


        Except
as provided in Section 3.12, in any case where Securities are Outstanding which are denominated in more than one Currency, or in a composite Currency and at least one other
Currency, and the Trustee is directed to make ratable payments under this Section to Holders of Securities, the Trustee shall calculate the amount of such payments as follows: (i) as of the day
the Trustee collects an amount under this Article, the Trustee shall, as to each Holder of a Security to whom an amount is due and payable under this Section which is denominated in a Foreign Currency
or a composite Currency, determine that amount of Dollars that would be obtained for the amount owing such Holder, using the Market Exchange Rate, as determined by the Exchange Rate Agent;
(ii) calculate the sum of all Dollar amounts determined under (i) and add thereto any amounts due and payable in Dollars; and (iii) using the individual amounts determined in
(i) or any individual amounts due and payable in Dollars, as the case may be, as a numerator and the sum calculated in (ii) as a denominator, calculate as to each Holder of a Security to
whom an amount is owed under this Section the fraction of the amount collected under this Article payable to such Holder. Any expenses incurred by the Trustee in actually converting amounts owing
Holders of Securities denominated in a Currency or composite Currency other than that in which any amount is collected under this Article shall be likewise (in accordance with this paragraph) borne
ratably by all Holders of Securities to whom amounts are payable under this Section. 


        Section 5.07.
Limitation on Suits. 


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


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


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        (2)   the
Holders of not less than 25% in principal amount of the Outstanding Securities of that series in the case of any Event of Default described in clause (1),
(2), (3), (4) or (7) of Section 5.01, or, in the case of any Event of Default described in clause (5) or (6) of Section 5.01, the Holders of not less than 25% in
principal amount of all Outstanding Securities, shall have made written request to the Trustee to institute proceedings in respect of such Event of Default in its own name as Trustee hereunder; 


        (3)   such
Holder or Holders have offered to the Trustee reasonable indemnity against the costs, expenses and liabilities to be incurred in compliance with such request; 


        (4)   the
Trustee for 60 days after its receipt of such notice, request and offer of indemnity has failed to institute any such proceeding; and 



        (5)   no
direction inconsistent with such written request has been given to the Trustee during such 60-day period by the Holders of a majority or more in principal amount of
the Outstanding Securities of that series in the case of any Event of Default described in clause (1), (2), (3), (4) or (7) of Section 5.01, or, in the case of any Event of
Default described in clause (5) or (6) of Section 5.01, by the Holders of a majority or more in principal amount of all Outstanding Securities; 


it
being understood and intended that no one or more of such Holders shall have any right in any manner whatever by virtue of, or by availing of, any provision of this Indenture to affect, disturb or
prejudice the rights of any other Holders of Securities of the same series, in the case of any Event of Default described in clause (1), (2), (3), (4) or (7) of Section 5.01,
or of Holders of all Outstanding Securities in the case of any Event of Default described in clause (5) or (6) of Section 5.01, or to obtain or to seek to obtain
priority or preference over any other of such Holders or to enforce any right under this Indenture, except in the manner herein provided and for the equal and ratable benefit of all Holders of
Securities of the same series, in the case of any Event of Default described in clause (1), (2), (3), (4) or (7) of Section 5.01, or of Holders of all Outstanding
Securities in the case of any Event of Default described in clause (5) or (6) of Section 5.01. 


        Section 5.08.
Unconditional Right of Holders to Receive Principal, Premium and Interest. 


        Notwithstanding
any other provision in this Indenture, the Holder of any Security or coupon shall have the right, which is absolute and unconditional, to receive payment, as provided
herein (including, if applicable, Article 14) and in such Security, of the principal of (and premium, if any) and (subject to Section 3.07) interest, if any, on, such Security or
payment of such coupon on the respective Stated Maturity or Maturities expressed in such Security or coupon (or, in the case of redemption, on the Redemption Date) and to institute suit for the
enforcement of any such payment, and such rights shall not be impaired without the consent of such Holder. 


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        Section 5.09.
Restoration of Rights and Remedies. 


        If
the Trustee or any Holder has instituted any proceeding to enforce any right or remedy under this Indenture and such proceeding has been discontinued or abandoned for any reason, or
has been determined adversely to the Trustee or to such Holder, then and in every such case, subject to any determination in such proceeding, the Company, the Trustee and the Holders of Securities and
coupons shall be restored severally and respectively to their former positions hereunder and thereafter all rights and remedies of the Trustee and the Holders shall continue as though no such
proceeding had been instituted. 


        Section 5.10.
Rights and Remedies Cumulative. 


        Except
as otherwise provided with respect to the replacement or payment of mutilated, destroyed, lost or stolen Securities or coupons in the last paragraph of Section 3.06, no
right or remedy herein conferred upon or reserved to the Trustee or to the Holders of Securities or coupons is intended to be exclusive of any other right or remedy, and every right and remedy shall,
to the extent permitted by law, be cumulative and in addition to every other right and remedy given hereunder or now or hereafter existing at law or in equity or otherwise. The assertion or employment
of any right or remedy hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other appropriate right or remedy. 


        Section 5.11.
Delay or Omission Not Waiver. 


        No
delay or omission of the Trustee or of any Holder of any Security or coupon to exercise any right or remedy accruing upon any Event of Default shall impair any such right or remedy or
constitute a waiver of any such Event of Default or an acquiescence therein. Every right and remedy given by this Article or by law to the Trustee or to the Holders may be exercised from time to time,
and as often as may be deemed expedient, by the Trustee or by the Holders, as the case may be. 


        Section 5.12.
Control by Holders. 


        With
respect to the Securities of any series, the Holders of not less than a majority in principal amount of the Outstanding Securities of such series shall have the right to direct the
time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred on the Trustee, relating to or arising under clause (1),
(2), (3), (4) or (7) of Section 5.01, and, with respect to all Outstanding Securities, the Holders of not less than a majority in principal amount of all Outstanding Securities 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, not relating to or
arising under clause (1), (2), (3), (4) or (7) of Section 5.01, provided that in each case: 


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


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


        (3)   the
Trustee need not take any action which might expose it to personal liability or be unjustly prejudicial to the Holders not joined therein; and 



        (4)   such
direction shall be presented by such Holders to the Trustee in a timely manner. 


        Section 5.13.
Waiver of Past Defaults. 


        Subject
to Section 5.02, the Holders of not less than a majority in principal amount of the Outstanding Securities of any series may on behalf of the Holders of all the Securities
of such series waive any past default described in clause (1), (2), (3), (4) or (7) of Section 5.01 (and, in the case of a default described in clause (5) or (6) of
Section 5.01, the Holders of not less than a majority in principal amount of all Outstanding Securities) may waive any such past default in each case and its consequences, except a default: 



        (1)   in
respect of the payment of the principal of (or premium, if any) or interest, if any, on any Security or any related coupon, or 


        (2)   in
respect of a covenant or provision hereof which under Article 9 cannot be modified or amended without the consent of the Holder of each Outstanding Security of
such series affected. 


        Upon
any such waiver, any such default shall cease to exist, and any Event of Default arising therefrom shall be deemed to have been cured, for every purpose of this Indenture; but no
such waiver shall extend to any subsequent or other default or Event of Default or impair any right consequent thereon. 


        Section 5.14.
Waiver of Stay or Extension and Usury Laws. 


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


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        Section 5.15.
Undertaking for Costs. 


        All
parties to this Indenture agree, and each Holder of any Security by his or her 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 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; provided, that the provisions of this Section 5.15 shall not apply to any suit
instituted by the Trustee, to any suit instituted by any Holder, or group of Holders, holding in the aggregate more than 10% in principal amount of the Outstanding Securities, or to any suit
instituted by any Holder for the enforcement of the payment of any amount owed in respect of any Security or coupon on or after the due date expressed in such Security or coupon or to any suit for the
enforcement of the right to convert any Security in accordance with the provisions of Section 3.01. 


 
 

ARTICLE 6
  
    THE TRUSTEE    
    


        Section 6.01. Certain Duties and Responsibilities. 


        (a)   Except
during the continuance of an Event of Default with respect to Securities of any series: 



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


        (ii)   in
the absence of bad faith on its part, the Trustee may, with respect to Securities of any series, conclusively rely, as to the truth of the statements and the
correctness of the opinions expressed therein, upon certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture. 




        (b)   If
an Event of Default with respect to Securities of any series has occurred and is continuing, the Trustee shall exercise, with respect to Securities of such series,
such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in their exercise, as a prudent man would exercise or use under the circumstances in the conduct
of his own affairs. 


        (c)   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: 


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


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


        (iii)  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 of a
majority in principal amount of the Outstanding Securities of any series relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any
trust or power conferred upon the Trustee, under this Indenture with respect to the Securities of such series; and 


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




        (d)   Whether
or not therein expressly so provided, every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the
Trustee shall be subject to the provisions of this Section. 


        Section 6.02.
Notice of Defaults. 


        Within
90 days after the occurrence of any Default hereunder with respect to the Securities of any series, the Trustee shall transmit in the manner and to the extent provided in
Trust Indenture Act Section 313(c), notice of such Default hereunder known to the Trustee, unless such Default shall have been cured or waived;  provided, however, that, except in the case of a Default in the payment of the principal of (or premium,
if any) or interest, if any, and related coupons, on any Security of such series or in the payment of any sinking fund installment with respect to Securities of such series, the Trustee shall be
protected in withholding such notice if and so long as the board of directors, the executive committee or a committee of directors and/or Responsible Officers of the Trustee in good faith determine
that the withholding of such notice is in the interest of the Holders of such series and any related coupons; and provided further that in the case of any Default of the character specified in
Section 5.01(4) with respect to Securities of such series, no such notice to Holders shall be given until at least 60 days after the occurrence thereof. 


        Section
6.03. Certain Rights of Trustee. 


        Subject
to the provisions of Trust Indenture Act Sections 315(a) through 315(d): 


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


54







 

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



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


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



        (5)   the
Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request or direction of any of the Holders of any
series or any related coupons pursuant to this Indenture, unless such Holders shall have offered to the Trustee reasonable security or indemnity against the costs, expenses and liabilities which might
be incurred by it in compliance with such request or direction; 


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


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


        (8)   the
Trustee shall not be charged with knowledge of any Event of Default with respect to the Securities of any series for which it is acting as Trustee unless either
(a) a Responsible Officer of the Trustee assigned to Institutional Trust Services (or any successor division or department of the Trustee) shall have actual knowledge of the Event of Default or
(b) written notice of such Event of Default shall have been given to the Trustee by the Company, any other obligor on such Securities or by any Holder of such Securities; and 


55







 


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


        Section
6.04. Trustee Not Responsible for Recitals or Issuance of Securities. 


        The
recitals contained herein and in the Securities, except for the Trustee's certificates of authentication, and in any coupons shall be taken as the statements of the Company, and
neither the Trustee nor any Authenticating Agent assumes any responsibility for their correctness. The Trustee makes no representations as to the validity or sufficiency of this Indenture or of the
Securities or coupons, except that the Trustee represents that it is duly authorized to execute and deliver this Indenture, authenticate the Securities and perform its obligations hereunder and that
the statements made by it in a Statement of Eligibility on Form T-1 supplied to the Company are true and accurate, subject to the qualifications set forth therein. Neither the Trustee nor any
Authenticating Agent shall be accountable for the use or application by the Company of Securities or the proceeds thereof. 


        Section
6.05. May Hold Securities. 


        The
Trustee, any Authenticating Agent, any Paying Agent, any Security Registrar or any other agent of the Company or of the Trustee, in its individual or any other capacity, may become
the owner or pledgee of Securities and coupons and, subject to Trust Indenture Act Sections 310(b) and 311, may otherwise deal with the Company with the same rights it would have if it
were not Trustee, Authenticating Agent, Paying Agent, Security Registrar or such other agent. 


        The
Trustee may become and act as trustee under other indentures under which other securities, or certificates of interest or participation in other securities, of the Company are
outstanding in the same manner as if it were not Trustee hereunder. 


        Section
6.06. Money Held in Trust. 


        Money
held by the Trustee in trust hereunder need not be segregated from other funds except to the extent required by law. The Trustee shall be under no liability for interest on any
money received by it hereunder except as otherwise agreed with the Company. 


        Section
6.07. Compensation and Reimbursement. 


        The
Company agrees: 


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


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


56







 

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


        The
obligations of the Company under this Section to compensate the Trustee, to pay or reimburse the Trustee for expenses, disbursements and advances and to indemnify and hold harmless
the Trustee shall constitute additional indebtedness hereunder and shall survive the satisfaction and discharge of this Indenture or, for all periods up to the date of resignation, the resignation of
the Trustee pursuant to Section 6.09 hereof. As security for the performance of such obligations of the Company, the Trustee shall have a lien prior to the Securities upon all property and
funds held or collected by the Trustee as such, except funds held in trust for the payment of principal of (or premium, if any) or interest, if any, on particular Securities or coupons. 



        When
the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 5.01(5) or (6), the expenses (including reasonable charges
and expense of its counsel) of and the compensation for such services are intended to constitute expenses of administration under any applicable federal or state bankruptcy, insolvency or other
similar law. 


        The
provisions of this Section shall survive the termination of this Indenture or the resignation of the Trustee pursuant to Section 6.09 hereof. 



        "Trustee"
for purposes of this Section 6.07 shall include any predecessor Trustee but the willful misconduct, negligence or bad faith of any Trustee shall not affect the rights of
any other Trustee under this Section 6.07. 


        Section
6.08. Corporate Trustee Required; Eligibility; Conflicting Interests. 


        (a)   There
shall be at all times a Trustee hereunder which shall be eligible to act as Trustee under Trust Indenture Act Section 310(a)(1) and shall have a
combined capital and surplus of at least $50,000,000. If such Person publishes reports of condition at least annually, pursuant to law or to the requirements of federal, state, territorial or District
of Columbia supervising or examining authority, then for the purposes of this Section, the combined capital and surplus of such Person shall be deemed to be its combined capital and surplus as set
forth in its most recent report of condition so published. If at any time the Trustee shall cease to be eligible in accordance with the provisions of this Section, it shall resign immediately in the
manner and with the effect hereinafter specified in this Article. 


        (b)   The
indenture, dated as of August 1, 2000, between the Company and JP Morgan Chase Bank (formerly The Chase Manhattan Bank), as trustee, relating to the issuance
of Liquid Yield Option Notes due 2020 shall be deemed to be specifically described herein for the purposes of clause (i) of the first proviso contained in Trust Indenture Act
Section 310(b). 


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        Section
6.09. Resignation and Removal; Appointment of Successor. 


        (a)   No
resignation or removal of the Trustee and no appointment of a successor Trustee pursuant to this Article shall become effective until the acceptance of appointment by
the successor Trustee in accordance with the applicable requirements of Section 6.10. 


        (b)   The
Trustee may resign at any time with respect to the Securities of one or more series by giving written notice thereof to the Company. If the instrument of acceptance
by a successor Trustee required by Section 6.10 shall not have been delivered to the Trustee within 30 days after the giving of such notice of resignation, the resigning Trustee may
petition any court of competent jurisdiction for the appointment of a successor Trustee with respect to the Securities of such series. 



        (c)   The
Trustee may be removed at any time with respect to the Securities of any series by Act of the Holders of not less than a majority in principal amount of the
Outstanding Securities of such series, delivered to the Trustee and to the Company. 


        (d)   If
at any time: 


        (1)   the
Trustee shall fail to comply with the provisions of Trust Indenture Act Section 310(b) after written request therefor by the Company or by any Holder who has
been a bona fide Holder of a Security for at least six months, or 


        (2)   the
Trustee shall cease to be eligible under Section 6.08(a) and shall fail to resign after written request therefor by the Company or by any Holder who
has been a bona fide Holder of a Security for at least six months, or 


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



then,
in any such case, (i) the Company, by a Board Resolution, may remove the Trustee with respect to all Securities, or (ii) subject to Trust Indenture Act Section 315(e), any
Holder who has been a bona fide Holder of a Security for at least six months may, on behalf of himself and all other similarly situated Holders, petition any court of competent jurisdiction for the
removal of the Trustee with respect to all Securities and the appointment of a successor Trustee or Trustees. 


        (e)   If
the Trustee shall resign, be removed or become incapable of acting, or if a vacancy shall occur in the office of Trustee for any cause, with respect to the Securities
of one or more series, the Company, by a Board Resolution, shall promptly appoint a successor Trustee or Trustees with respect to the Securities of that or those series (it being understood that any
such successor Trustee may be appointed with respect to the Securities of one or more or all of such series and that at any time there shall be only one Trustee with respect to the Securities of any
particular series). If, within one year after such resignation, removal or incapability, or the occurrence of such vacancy, a successor Trustee with respect to the Securities of any series shall be
appointed by Act of the Holders of a majority in principal amount of the Outstanding Securities of such series delivered to the Company and the retiring Trustee, the successor Trustee so appointed
shall, forthwith upon its acceptance of such appointment in accordance with the applicable requirements of Section 6.09, become the successor Trustee with respect to the Securities of such
series and to that extent supersede the successor Trustee appointed by the Company. If no successor Trustee with respect to the Securities of any series shall have been so appointed by the Company or
the Holders and accepted appointment in the manner hereinafter provided, any Holder who has been a bona fide Holder of a Security of such series for at least six months may, on behalf of himself and
all others similarly situated, petition any court of competent jurisdiction for the appointment of a successor Trustee with respect to the Securities of such series. 


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        (f)    The
Company shall give notice of each resignation and each removal of the Trustee with respect to the Securities of any series and each appointment of a successor
Trustee with respect to the Securities of any series to the Holders of such series in the manner provided for in Section 1.06. Each notice shall include the name of the successor Trustee with
respect to the Securities of such series and the address of its Corporate Trust Office. 


        Section
6.10. Acceptance of Appointment by Successor. 


        (a)   In
case of the appointment hereunder of a successor Trustee with respect to all Securities, every such successor Trustee so appointed shall execute, acknowledge and
deliver to the Company and to the retiring Trustee an instrument accepting such appointment, and thereupon the resignation or removal of the retiring Trustee shall become effective and such successor
Trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring Trustee; but, on the request of the Company or the successor
Trustee, such retiring Trustee shall, upon payment of its charges, execute and deliver an instrument transferring to such successor Trustee all the rights, powers and trusts of the retiring Trustee
and shall duly assign, transfer and deliver to such successor Trustee all property and money held by such retiring Trustee hereunder; provided, that such property and money shall continue to be
subject to any lien in favor of the retiring Trustee provided for in Section 6.07. 


        (b)   In
case of the appointment hereunder of a successor Trustee with respect to the Securities of one or more (but not all) series, the Company, the retiring Trustee and
each successor Trustee with respect to the Securities of one or more series shall execute and deliver an indenture supplemental hereto wherein each successor Trustee shall accept such appointment and
which (1) shall contain such provisions as shall be necessary or desirable to transfer and confirm to, and to vest in, each successor Trustee all the rights, powers, trusts and duties of the
retiring Trustee with respect to the Securities of that or those series to which the appointment of such successor Trustee relates, (2) if the retiring Trustee is not retiring with respect to
all Securities, shall contain such provisions as shall be deemed necessary or desirable to confirm that all the rights, powers, trusts and duties of the retiring Trustee with respect to the Securities
of that or those series as to which the retiring Trustee is not retiring shall continue to be vested in the retiring Trustee, and (3) shall add to or change any of the provisions of this
Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee, it being understood that nothing herein or in such supplemental
indenture shall constitute such Trustees to be deemed co-trustees of the same trust and that each such Trustee shall be trustee of a trust or trusts hereunder separate and apart from any trust or
trusts hereunder administered by any other such Trustee; and upon the execution and delivery of such supplemental indenture the resignation or removal of the retiring Trustee shall become effective to
the extent provided therein and each such successor Trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring Trustee
with respect to the Securities of that or those series to which the appointment of such successor Trustee relates; but, on request of the Company or any successor Trustee, such retiring Trustee shall
duly assign, transfer and deliver to such successor Trustee, unless contemplated otherwise by a supplemental indenture, all property and money held by such retiring Trustee hereunder, subject
nevertheless to its lien provided for in Section 6.07 with respect to the Securities of that or those series to which the appointment of such successor Trustee relates. Whenever there is a
successor Trustee with respect to one or more (but less than all) series of Securities issued pursuant to this Indenture, the terms "Indenture" and "Securities" shall have the meanings specified in
the provisos to the respective definitions of those terms in Section 1.01 which contemplate such situation. 


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        (c)   Upon
request of any such successor Trustee, the Company shall execute any and all instruments for more fully and certainly vesting in and confirming to such successor
Trustee all rights, powers and trusts referred to in paragraph (a) or (b) of this Section, as the case may be. 


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



        Section
6.11. Merger, Amalgamation, Conversion, Consolidation or Succession to Business. 


        Any
Person into which the Trustee may be merged, amalgamated, or converted or with which it may be consolidated, or any Person resulting from any merger, conversion or consolidation to
which the Trustee shall be a party, or any Person succeeding to all or substantially all the corporate trust business of the Trustee, shall be the successor of the Trustee hereunder, provided such
Person shall be otherwise qualified and eligible under this Article, without the execution or filing of any paper or any further act on the part of any of the parties hereto. In case any Securities
shall have been authenticated, but not delivered, by the Trustee then in office, any successor by merger, amalgamation, conversion or consolidation to such authenticating Trustee may adopt such
authentication and deliver the Securities so authenticated with the same effect as if such successor Trustee had itself authenticated such Securities. In case any of the Securities shall not have been
authenticated by such predecessor Trustee, any successor Trustee may authenticate such Securities either in the name of any predecessor hereunder or in the name of the successor Trustee. In all such
cases such certificates shall have the full force and effect which this Indenture provides for the certificate of authentication of the Trustee;  provided, however, that the right to adopt the certificate of authentication of any predecessor Trustee
or to authenticate Securities in the name of any predecessor Trustee shall apply only to its successor or successors by merger, amalgamation, conversion or consolidation. 


60









  





        Section 6.12. Section Preferential Collection of Claims Against Company. 


        If
and when the Trustee shall be or become a creditor of the Company (or any other obligor upon the Securities), the Trustee shall be subject to the provisions of Section 311 of
the Trust Indenture Act and any other provision of the Trust Indenture Act regarding the collection of claims against the Company (or any such other obligor). 


        Section
6.13. Appointment of Authenticating Agent. 


        At
any time when any of the Securities remain Outstanding, the Trustee may appoint an Authenticating Agent or Agents with respect to one or more series of Securities which shall be
authorized to act on behalf of the Trustee to authenticate Securities of such series issued upon exchange, registration of transfer or partial redemption thereof or pursuant to Section 3.06
and the Trustee shall give written notice of such appointment to all Holders of the series with respect to which such Authenticating Agent will serve, in the manner provided for in
Section 1.06. Securities so authenticated shall be entitled to the benefits of this Indenture and shall be valid and obligatory for all purposes as if authenticated by the Trustee hereunder.
Any such appointment shall be evidenced by an instrument in writing signed by a Responsible Officer of the Trustee, and a copy of such instrument shall be promptly furnished to the Company. Wherever
reference is made in this Indenture to the authentication and delivery of Securities by the Trustee or the Trustee's certificate of authentication, such reference shall be deemed to include
authentication and delivery on behalf of the Trustee by an Authenticating Agent and a certificate of authentication executed on behalf of the Trustee by an Authenticating Agent. Each Authenticating
Agent shall be acceptable to the Company and shall at all times be a corporation organized and doing business under the laws of the United States, any state thereof or the District of Columbia,
authorized under such laws to act as Authenticating Agent, having a combined capital and surplus of not less than $50,000,000 and subject to supervision or examination by federal, state or District of
Columbia authority. If such corporation publishes reports of condition at least annually, pursuant to law or to the requirements of said supervising or examining authority, then for the purposes of
this Section, the combined capital and surplus of such corporation shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any
time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, it shall resign immediately in the manner and with the effect specified in this Section. 



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


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        An
Authenticating Agent may resign at any time by giving written notice thereof to the Trustee and to the Company. The Trustee may at any time terminate the agency of an Authenticating
Agent by giving written notice thereof to such Authenticating Agent and to the Company. Upon receiving such a notice of resignation or upon such a termination, or in case at any time such
Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, the Trustee may appoint a successor Authenticating Agent which shall be acceptable to the Company and
shall give written notice of such appointment to all Holders of the series with respect to which such Authenticating Agent will serve, in the manner provided for in Section 1.06. Any successor
Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers and duties of its predecessor hereunder, with like effect as if originally named as an
Authenticating Agent. No successor Authenticating Agent shall be appointed unless eligible under the provisions of this Section. 


        The
provisions of Sections 3.09, 6.04 and 6.05 shall be applicable to each Authenticating Agent. 


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


        Dated:
                                         
   


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



	 	 	JPMORGAN CHASE BANK,

as Trustee
	
 	
 	

By	

 
	 	 	 	
 as Authenticating Agent
	
 	
 	

By	

 
	 	 	 	
 Authorized Officer






 
 

ARTICLE 7
  
    HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY    
    


        Section 7.01. Company to Furnish Trustee Names and Addresses of Holders. 


        The
Company will furnish or cause to be furnished to the Trustee (1) not more than 7 days after each Regular Record Date a list, in such form as the Trustee may reasonably
require, of the names and addresses of Holders as of such Regular Record Date; provided, however, that
the Company shall not be obligated to furnish or cause to be furnished such list at any time that the list shall not differ in any respect from the most recent list furnished to the Trustee by the
Company and at such times as the Trustee is acting as Security Registrar for the applicable series of Securities and (2) at such other times as the Trustee may request in writing, within
30 days after the receipt by the Company of any such request, a list of similar form and content as of a date not more than 15 days prior to the time such list is furnished. 


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        Section
7.02. Preservation of List of Names and Addresses of Holders. 


        (a)   The
Trustee shall preserve, in as current a form as is reasonably practicable, all information as to the names and addresses of the Holders contained in the most recent
list furnished to it as provided in Section 7.01 and as to the names and addresses of Holders received by the Trustee in its capacity as Security Registrar for the applicable series of
Securities (if acting in such capacity). 


        (b)   The
Trustee may destroy any list furnished to it as provided in Section 7.01 upon receipt of a new list so furnished. 


        (c)   Holders
may communicate as provided in Section 312(b) of the Trust Indenture Act with other Holders with respect to their rights under this Indenture or under the
Securities. 


        Section
7.03. Disclosure of Names and Addresses of Holders. 


        Every
Holder of Securities or coupons, by receiving and holding the same, agrees with the Company and the Trustee that none of the Company or the Trustee or any agent of either of them
shall be held accountable by reason of the disclosure of any such information as to the names and addresses of the Holders in accordance with Trust Indenture Act Section 312, regardless of the
source from which such information was derived, and that the Trustee shall not be held accountable by reason of mailing any material pursuant to a request made under Trust Indenture Act Section
312(b). 


        Section
7.04. Reports by Trustee. 


        Within
60 days after May 15 of each year commencing with the first May 15 after the first issuance of Securities pursuant to this Indenture, the Trustee shall
transmit to the Holders, in the manner and to the extent provided in Trust Indenture Act Section 313(c), a brief report dated as of such May 15 if required by Trust Indenture Act
Section 313(a). 


        Section
7.05. Reports by Company. 


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


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ARTICLE 8
  
    CONSOLIDATION, AMALGAMATION, MERGER,
  CONVEYANCE, TRANSFER OR LEASE    
    


        Section 8.01. Company May Consolidate, etc., Only on Certain Terms. 



        Unless
otherwise provided in a supplemental indenture with respect to a particular series of Securities, the Company shall not consolidate or amalgamate with or merge into or enter into
any statutory arrangement with any other Person or convey, transfer or lease its properties and assets substantially as an entirety to any Person, unless: 


        (a)   the
Person formed by such consolidation or amalgamation or into which the Company is merged or the Person which acquires by conveyance or transfer, or which leases, the
properties and assets of the Company substantially as an entirety (i) shall be a corporation, partnership or trust organized and validly existing under the laws of Canada or any province or
territory thereof, the United States, any state thereof or the District of Columbia and (ii) shall expressly assume, by an indenture supplemental hereto, executed and delivered to the
Trustee, in form satisfactory to the Trustee, the Company's obligation for the due and punctual payment of the principal of (and premium, if any) and interest, if any, on all the Securities and the
performance and observance of every covenant of this Indenture on the part of the Company to be performed or observed; 


        (b)   immediately
after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing; and 


        (c)   the
Company shall have delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that such consolidation, amalgamation, merger,
conveyance, transfer or lease and such supplemental indenture comply with this Article and that all conditions precedent herein provided for relating to such transaction have been complied with. 


        The
requirements of paragraphs (a) and (b) of this Section 8.01 shall not apply to (1) any merger, amalgamation or consolidation in which the Company is the
surviving corporation or (2) any sale, conveyance, transfer, lease or other disposition of the Company's assets to a direct or indirect wholly owned Subsidiary of the Company. 


        Section
8.02. Successor Person Substituted. 


        Upon
any consolidation or amalgamation by the Company with or merger by the Company into any other Person or any conveyance, transfer or lease of the properties and assets of the Company
substantially as an entirety to any Person in accordance with Section 8.01, the successor Person formed by such consolidation or amalgamation or into which the Company is merged or to which
such conveyance, transfer or lease is made shall succeed to, and be substituted for, and may exercise every right and power of, the Company under this Indenture with the same effect as if such
successor Person had been named as the Company herein, and thereafter the Company (which term shall for this purpose mean the Person named as the "Company" in the first paragraph of this Indenture or
any successor Person which shall theretofore become such in the manner described in Section 8.01), except in the case of a lease, shall be discharged of all obligations and covenants under this
Indenture and the Securities and the coupons and may be dissolved and liquidated. 


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        Upon
any transaction referred to in Section 8.01, the assumption of the Company's obligations by such successor person referred to in the preceding paragraph shall be and be
deemed to be a novation of the Securities. In the event of any such novation, except in the case of a lease of all or substantially all of the assets of the Company, the Company shall be discharged
from all of its obligations and covenants under this Indenture and the Securities. The Company, the Trustee and such successor Person shall enter into a supplemental indenture to evidence the novation
of the Securities, the succession and substitution of such successor Person and such discharge and release of the Company. In addition, in case of any such novation, such changes in phraseology and
form (but not in substance) may be made in the Securities thereafter to be issued as may be appropriate. 


        Section
8.03. No Consent or Approval Required. 


        To
the greatest extent permitted by law, no approval or consent of the Holders is required in connection with any consolidation, amalgamation or merger involving the Company, or any sale
or conveyance to another Person of all or substantially all the assets of the Company, or any change in the conversion rate or exchange rate of any series of Securities in each case in accordance with
the provisions of Section 3.01, or the property deliverable upon conversion of the Securities, whether as a result of any of the events referred to in Section 8.01
or otherwise under the terms of this Indenture. 


 
 

ARTICLE 9
  
    SUPPLEMENTAL INDENTURES    
    


        Section 9.01. Supplemental Indentures Without Consent of Holders. 


        Without
the consent of any Holders, the Company, when authorized by or pursuant to a Board Resolution, and the Trustee, at any time and from time to time, may enter into one or more
indentures supplemental hereto, in form satisfactory to the Trustee, for any of the following purposes: 



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


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


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


        (4)   to
add to or change any of the provisions of this Indenture to provide that Bearer Securities may be registrable as to principal, to change or eliminate any restrictions
on the payment of principal of (or premium, if any) or interest on Bearer Securities, to permit Bearer Securities to be issued in exchange for Registered Securities, to permit Bearer Securities to be
issued in exchange for Bearer Securities of other authorized denominations or to permit or facilitate the issuance of Securities in uncertificated form; provided that any such action shall not
adversely affect the interests of the Holders of any series or any related coupons in any material respect; or 


        (5)   to
change or eliminate any of the provisions of this Indenture; provided that any such change or elimination shall become effective only when there is no Security
Outstanding of any series created prior to the execution of such supplemental indenture which is entitled to the benefit of such provision; or 



        (6)   to
establish the form or terms of Securities of any series and any related coupons as permitted by Sections 2.01 and 3.01; or 


        (7)   to
evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Securities of one or more series and to add to or change
any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee, pursuant to the requirements of
Section 6.10(b); or 


        (8)   to close
this Indenture with respect to the authentication and delivery of additional series of Securities, to cure any ambiguity, to correct or supplement any
provision herein which may be defective or inconsistent with any other provision herein, or to make any other provisions with respect to matters or questions arising under this Indenture; provided
such other provisions shall not be inconsistent with the provisions in this Indenture or adversely affect the interests of the Holders of any series and any related coupons in any material respect; or 


        (9)   to
supplement any of the provisions of this Indenture to such extent as shall be necessary to permit or facilitate the defeasance and discharge of any series of
Securities pursuant to Sections 4.01, 14.02 and 14.03; provided that any such action shall not adversely affect the interests of the Holders of such series and any related coupons or any other
series of Securities in any material respect; or 


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        (10) to
modify or amend this Indenture in such a manner as to permit the qualification of this Indenture or any supplemental indenture under the Trust Indenture Act, the
Business Corporations Act (Ontario) and/or any other applicable laws governing trust indentures, in each case as then in effect; or 


        (11) to
add guarantees with respect to any or all of the Securities or to secure any or all of the Securities; or 


        (12) to
make any changes that does not adversely affect the rights of any Holder. 


        Section
9.02. Supplemental Indentures with Consent of Holders. 


        With
the consent of the Holders of not less than a majority in principal amount of all Outstanding Securities of each series affected by such supplemental indenture, by Act of said
Holders delivered to the Company and the Trustee, the Company, when authorized by or pursuant to a Board Resolution, and the Trustee may enter into an indenture or indentures supplemental hereto for
the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture which affect such series of Securities or of modifying in any manner the rights
of the Holders of such series and any related coupon under this Indenture; provided, however, that no
such supplemental indenture shall, without the consent of the Holder of each Outstanding Security of such series: 


        (1)   change
the Stated Maturity of the principal of (or premium, if any) or any installment of principal of or interest on any Security of such series, or reduce the
principal amount thereof (or premium, if any) or the rate of interest, if any, thereon, or change the method of calculating the rate of interest thereon, or change any obligation of the Company to pay
Additional Amounts contemplated by Section 10.05 (except as contemplated by Section 8.01(1) and permitted by Section 9.01(1)), or reduce the amount of the principal
of an Original Issue Discount Security of such series that would be due and payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 5.02 or the amount
thereof provable in bankruptcy pursuant to Section 5.04, or adversely affect any right of repayment at the option of any Holder of any Security of such series, or change any Place of
Payment where, or the Currency in which, any Security of such series or any premium or interest thereon is payable, or impair the right to institute suit for the enforcement of any such payment on or
after the Stated Maturity thereof (or, in the case of redemption or repayment at the option of the Holder, on or after the Redemption Date or Repayment Date, as the case may be), or adversely affect
any right to convert or exchange any Security as may be provided pursuant to Section 3.01, or 


        (2)   reduce
the percentage in principal amount of the Outstanding Securities of such series the consent of whose Holders is required for any modification, supplement or
amendment of this Indenture or for any waiver of compliance with certain provisions of this Indenture which affect such series or certain defaults applicable to such series hereunder and their
consequences provided for in this Indenture, or reduce the requirements of Section 15.04 for quorum or voting with respect to Securities of such series, or 


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        (3)   modify
any of the provisions of this Section, Section 5.13 or Section 10.08, except to increase any such percentage or to provide that certain other
provisions of this Indenture which affect such series cannot be modified or waived without the consent of the Holder of each Outstanding Security of such series. 



        Any
supplemental indenture adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture which has expressly been included solely for the
benefit of one or more particular series of Securities, or modifying in any manner the rights of the Holders of Securities of one or more particular series, shall not affect the rights under this
Indenture of the Holders of Securities of any other series. 


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


        Section
9.03. Execution of Supplemental Indentures. 


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


        Section
9.04. Effect of Supplemental Indentures. 


        Upon
the execution of any supplemental indenture under this Article, this Indenture shall be modified in accordance therewith, and such supplemental indenture shall form a part of
this Indenture for all purposes; and every Holder of Securities theretofore or thereafter authenticated and delivered hereunder and of any coupons appertaining thereto shall be bound thereby. To the
extent any terms of a supplemental indenture relating to a series of Securities are contrary to or duplicative of terms contained in this Indenture, the terms of such supplemental indenture shall be
deemed to supersede this Indenture solely with respect to the Securities issued pursuant to such supplemental indenture. 


        Section
9.05. Conformity with Trust Indenture Act. 


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


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        Section
9.06. Reference in Securities to Supplemental Indentures. 


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


        Section
9.07. Notice of Supplemental Indentures. 


        Promptly
after the execution by the Company and the Trustee of any supplemental indenture pursuant to the provisions of Section 9.02, the Company shall give notice thereof to the
Holders of each Outstanding Security affected, in the manner provided for in Section 1.06, setting forth in general terms the substance of such supplemental indenture. 


 
 

ARTICLE 10
  
    COVENANTS    
    


        Section 10.01. Payment of Principal, Premium, if any, and Interest. 


        The
Company covenants and agrees for the benefit of the Holders of each series of Securities and any related coupons that it will duly and punctually pay the principal of (and premium,
if any) and interest, if any, on the Securities of that series in accordance with the terms of the Securities, any coupons appertaining thereto and this Indenture. Unless otherwise specified as
contemplated by Section 3.01 with respect to any series of Securities, any interest installments due on Bearer Securities on or before Maturity shall be payable only upon presentation and
surrender of the several coupons for such interest installments as are evidenced thereby as they severally mature. 


        Section
10.02. Maintenance of Office or Agency. 


        If
the Securities of a series are issuable only as Registered Securities, the Company will maintain in each Place of Payment for such series of Securities an office or agency where
Securities of that series may be presented or surrendered for payment, where Securities of that series may be surrendered for registration of transfer or exchange, where Securities of that series that
are convertible or exchangeable may be surrendered for conversion or exchange, as applicable, and where notices and demands to or upon the Company in respect of the Securities of that series and this
Indenture may be served. The Company hereby initially appoints the Trustee its office or agency for each of said purposes. 


        If
Securities of a series are issuable as Bearer Securities, the Company will maintain (A) in The City of New York, an office or agency where any Bearer Securities of that
series may be presented or surrendered for payment, where any Registered Securities of that series may be surrendered for registration of transfer, where Securities of that series may be surrendered
for exchange, where Securities of that series that are convertible or exchangeable may be surrendered for conversion or exchange, as applicable, where notices and demands to or upon the Company in
respect of the Securities of that series and this Indenture may be served and where Bearer Securities of that series and related coupons may be presented or surrendered for payment in the
circumstances described in the following paragraph (and not otherwise), (B) subject to any laws or regulations applicable thereto, a Place of Payment for that series which is located outside
the United States, an office or agency where Securities of that series and related coupons may be presented and surrendered for payment;  provided, however, that, if the Securities of that series are listed on any stock exchange located
outside the United States and such stock exchange shall so require, the Company will maintain a Paying Agent for the Securities of that series in any required city located outside the
United States so long as the Securities of that series are listed on such exchange, and (C) subject to any laws or regulations applicable thereto, in a Place of Payment for that series
located outside the United States, an office or agency where any Registered Securities of that series may be surrendered for registration of transfer, where Securities of that series may be
surrendered for exchange, where Securities of that series that are convertible and exchangeable may be surrendered for conversion or exchange, as applicable, and where notices and demands to or upon
the Company in respect of the Securities of that series and this Indenture may be served. 


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        The
Company will give prompt written notice to the Trustee of the location, and any change in the location, of such office or agency. If at any time the Company shall fail to maintain
any such required office or agency in respect of any series of Securities or shall fail to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made
or served at the Corporate Trust Office of the Trustee, except that Bearer Securities of any series and the related coupons may be presented and surrendered for payment at the offices specified for
the purpose in the Security, and the Company hereby appoints the same as its agents to receive such respective presentations, surrenders, notices and demands. 


        The
Company may also from time to time designate one or more other offices or agencies where the Securities of one or more series may be presented or surrendered for any or all such
purposes and may from time to time rescind any such designation; provided, however, that no such
designation or rescission shall in any manner relieve the Company of its obligation to maintain an office or agency in accordance with the requirements set forth above for Securities of any series for
such purposes. The Company will give prompt written notice to the Trustee of any such designation or rescission and of any change in the location of any such other office or agency. Unless otherwise
specified with respect to any Securities as contemplated by Section 3.01 with respect to a series of Securities, the Company hereby designates as a Place of Payment for each series of
Securities the office or agency of the Company in the Borough of Manhattan, The City of New York, and initially appoints the Trustee at its Corporate Trust Office as Paying Agent in such city
and as its agent to receive all such presentations, surrenders, notices and demands. 


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        Section
10.03. Money for Securities Payments to Be Held in Trust. 


        If
the Company shall at any time act as its own Paying Agent with respect to any series of Securities and any related coupons, it will, on or before each due date of the principal of (or
premium, if any) or interest, if any, on any of the Securities of that series, segregate and hold in trust for the benefit of the Persons entitled thereto a sum in the Currency in which the Securities
of such series are payable (except as otherwise specified pursuant to Section 3.01 for the Securities of such series and except, if applicable, as provided in Sections 3.12(b),
3.12(d) and 3.12(e)) sufficient to pay the principal of (or premium, if any) or interest, if any, on Securities of such series so becoming due until such sums shall be paid to such Persons or
otherwise disposed of as herein provided and will promptly notify the Trustee of its action or failure so to act. 


        Whenever
the Company shall have one or more Paying Agents for any series of Securities and any related coupons, it will, prior to or on each due date of the principal of (or premium, if
any) or interest, if any, on any Securities of that series, deposit with a Paying Agent a sum (in the Currency described in the preceding paragraph) sufficient to pay the principal of (or premium, if
any) or interest, if any, so becoming due, such sum to be held in trust for the benefit of the Persons entitled to such principal, premium or interest, and (unless such Paying Agent is the Trustee)
the Company will promptly notify the Trustee of its action or failure so to act. 


        The
Company will cause each Paying Agent (other than the Trustee) for any series of Securities to execute and deliver to the Trustee an instrument in which such Paying Agent shall agree
with the Trustee, subject to the provisions of this Section, that such Paying Agent will: 


        (1)   hold
all sums held by it for the payment of the principal of (and premium, if any) and interest, if any, on Securities of such series in trust for the benefit of the
Persons entitled thereto until such sums shall be paid to such Persons or otherwise disposed of as herein provided; 


        (2)   give
the Trustee notice of any default by the Company (or any other obligor upon the Securities of such series) in the making of any payment of principal of (or premium,
if any) or interest, if any, on the Securities of such series; and 


        (3)   at
any time during the continuance of any such default, upon the written request of the Trustee, forthwith pay to the Trustee all sums so held in trust by such Paying
Agent. 


        The
Company may at any time, for the purpose of obtaining the satisfaction and discharge of this Indenture or for any other purpose, pay, or by Company Order direct any Paying Agent to
pay, to the Trustee all sums held in trust by the Company or such Paying Agent, such sums to be held by the Trustee upon the same trusts as those upon which sums were held by the Company or such
Paying Agent; and, upon such payment by any Paying Agent to the Trustee, such Paying Agent shall be released from all further liability with respect to such sums. 


        Except
as provided in the Securities of any series, any money or securities deposited with the Trustee or any Paying Agent, or then held by the Company, in trust for the payment of the
principal of (or premium, if any) or interest, if any, on any Security of any series, or any coupon appertaining thereto, and remaining unclaimed for the earlier of ten days prior to the time such
money or securities would escheat to the state or two years after such principal, premium or interest has become due and payable shall be paid to the Company on Company Request or (if then held by the
Company) shall be discharged from such trust; and the Holder of such Security or coupon shall thereafter, as an unsecured general creditor, look only to the Company for payment thereof, and all
liability of the Trustee or such Paying Agent with respect to such trust money or Securities, and all liability of the Company as trustee thereof, shall thereupon cease;  provided, however, that the Trustee or such Paying Agent, before being required to make any such
repayment, may at the expense of the Company cause to be published once, in an Authorized Newspaper in general circulation in the Borough of Manhattan, The City of New York, or mail to each
Holder or both, notice that such money remains unclaimed and that, after a date specified therein, which shall not be less than 30 days from the date of such publication or mailing as the case
may be, any unclaimed balance of such money then remaining will be repaid to the Company. 


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        Section
10.04. Statement as to Compliance; Statement as to Default. 


        The
Company will deliver to the Trustee, within 120 days after the end of each fiscal year of the Company (which on the date hereof ends on December 31) ending after the
date hereof, a brief certificate from the principal executive officer, principal financial officer or principal accounting officer or treasurer of the Company as to his or her review of the Company
during such year regarding compliance with the condition covenants under this Indenture and as to his or her knowledge of the Company's compliance with all conditions and covenants under this
Indenture. For purposes of this Section 10.04, such compliance shall be determined without regard to any period of grace or requirement of notice under this Indenture. The Company will deliver
to the Trustee, within five days after the occurrence thereof, written notice of any Event of Default. 


        Section
10.05. Additional Amounts. 


        If
specified pursuant to Section 3.01, all payments made by the Company under or with respect to the Securities of any series will be made free and clear of and without
withholding or deduction for or on account of any present or future tax, duty, levy, impost, assessment or other governmental charge (including penalties, interest and other liabilities related
thereto) imposed or levied by or on behalf of the Government of Canada or of any province or territory thereof or by any authority or agency therein or thereof having power to tax (hereinafter
"Canadian Taxes"), unless the Company is required to withhold or deduct Canadian Taxes by law or by the interpretation or administration thereof by the relevant governmental authority or agency. If
the Company is so required to withhold or deduct any amount for or on account of Canadian Taxes from any payment made under or with respect to the Securities, the Company will pay such additional
amounts ("Additional Amounts") as may be necessary so that the net amount received by each Holder (including Additional Amounts) after such withholding or deduction will not be less than the amount
the Holder would have received if such Canadian Taxes had not been withheld or deducted (a similar payment will also be made to Holders that are exempt from withholding but are required to pay tax
directly on amounts otherwise subject to withholding); provided that no Additional Amounts will be payable: 


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        (1)   to
any Person in respect of whom such taxes are required to be withheld or deducted as a result of such Person not dealing at arm's length with the Company (within the
meaning of the Income Tax Act (Canada)) at the time of the making of such payment; 



        (2)   to
any Person by reason of such Person being connected with Canada (otherwise than merely by holding or ownership of any series of Securities or receiving any payments
or exercising any rights thereunder), including without limitation a nonresident insurer who carries on an insurance business in Canada and in a country other than Canada; 


        (3)   for
or on account of any tax, assessment or other governmental charge which would not have been so imposed but for the presentation by the Holder of such Security or
coupon for payment on a date more than 10 days after the date on which such payment became due and payable or the date on which payment thereof is duly provided for, whichever occurs later; 



        (4)   for
or on account of any estate, inheritance, gift, sales, transfer, personal property tax or any similar tax, assessment or other governmental charge; 


        (5)   for
or on account of any tax, assessment or other governmental charge required to be withheld by any paying agent from any payment to a Person in respect of any
Security, if such payment can be made to such person without such withholding by at least one other paying agent the identity of which is provided to such Person; 


        (6)   for
or on account of any tax, assessment or other governmental charge which is payable otherwise than by withholding from a payment in respect of such Security; 



        (7)   to
any Person which is subject to such Canadian Taxes by reason of its failure to comply with any certification, identification, information, documentation or other
reporting requirement if compliance is required by law, regulation, administrative practice or an applicable treaty as a precondition to exemption from, or a reduction in the rate of deduction or
withholding of, such Canadian Taxes; or 


        (8)   for
any combination of items (1), (2), (3), (4), (5), (6) and (7); 


nor
will Additional Amounts be paid with respect to any payment on a Security to a Holder who is a fiduciary or partnership or other than the sole beneficial owner of such payment to the extent such
payment would be required by the laws of Canada (or any political subdivision thereof) to be included in the income for Canadian federal income tax purposes of a beneficiary or settlor with respect to
such fiduciary or a member of such partnership or a beneficial owner who would not have been entitled to payment of the Additional Amounts had such beneficiary, settlor, member or beneficial owner
been the Holder of such Security. 


        At
least 10 days prior to each date on which any payment under or with respect to the Securities is due and payable, if the Company will be obligated to pay Additional Amounts
with respect to such payment, the Company will (i) deliver to the Trustee an Officers' Certificate stating the fact that such Additional Amounts will be payable, the amounts so payable and will
set forth such other information necessary to enable the Trustee to pay such Additional Amounts to Holders on the payment date and (ii) deliver to the Trustee such Additional Amounts. The
Company covenants to indemnify the Trustee for, and to hold it harmless against, any loss, liability or expense reasonably incurred by the Trustee without negligence or bad faith on its part arising
out of or in connection with actions taken or omitted by it in reliance on any Officers' Certificate furnished pursuant to this Section. Whenever in this Indenture there is mentioned, in any context,
the payment of principal (and premium, if any), Redemption Price, interest or any other amount payable under or with respect to any Security or any related coupon such mention shall be deemed to
include mention of the payment of Additional Amounts provided for in this Section to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof pursuant to
the provisions of this Section and express mention of the payment of Additional Amounts (if applicable) in any provisions hereof shall not be construed as excluding Additional Amounts in those
provisions hereof where such express mention is not made (if applicable). 


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        The
obligations of the Company under this Section 10.05 shall survive the termination of the Indenture. 


        Section
10.06. Payment of Taxes and Other Claims. 


        The
Company will pay or discharge or cause to be paid or discharged, before the same shall become delinquent, all material taxes, assessments and governmental charges levied or imposed
upon the Company or upon the income, profits or property of the Company; provided, however, that the
Company shall not be required to pay or discharge or cause to be paid or discharged any such tax, assessment or charge whose amount, applicability or validity is being contested in good faith by
appropriate proceedings or where the failure to effect such payment is not adverse in any material respect to the Holders of any Outstanding Securities. 


        Section
10.07. Corporate Existence. 


        Subject
to Article 8, the Company will do or cause to be done all things necessary to preserve and keep in full force and effect its corporate existence and the rights (charter
and statutory) and franchises of the Company; provided, however, that the Company shall not be required
to preserve any such right or franchise if the Company shall determine that either (i) the preservation thereof is no longer desirable in the conduct of the business of the Company and its
Subsidiaries as a whole and that the loss thereof is not disadvantageous in any material respect to the Holders or (ii) that such preservation is not necessary in connection with any
transaction not prohibited by this Indenture. 


        Section
10.08. Waiver of Certain Covenants. 


        The
Company may, with respect to any series of Securities, omit in any particular instance to comply with any term, provision or condition which affects such series set forth in
Sections 10.06 to 10.07, inclusive, or, as specified pursuant to Section 3.01(19) for Securities of such series, in any covenants of the Company added to Article 10
pursuant to Section 3.01(18) or Section 3.01(19) in connection with Securities of such series, if before the time for such compliance the Holders of at least a majority in principal
amount of all Outstanding Securities of any series, by Act of such Holders, waive such compliance in such instance with such term, provision or condition, but no such waiver shall extend to or affect
such term, provision or condition except to the extent so expressly waived, and, until such waiver shall become effective,
the obligations of the Company and the duties of the Trustee to Holders of such series in respect of any such term, provision or condition shall remain in full force and effect. 


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ARTICLE 11
  
    REDEMPTION OF SECURITIES    
    


        Section 11.01. Applicability of Article. 


        Securities
of any series which are redeemable before their Stated Maturity shall be redeemable in accordance with the terms of such Securities and (except as otherwise specified as
contemplated by Section 3.01 for Securities of any series) in accordance with this Article. 


        Section
11.02. Election to Redeem; Notice to Trustee. 


        The
election of the Company to redeem any Securities shall be evidenced by or pursuant to a Board Resolution. In case of any redemption at the election of the Company, the Company shall,
at least 60 days prior to the Redemption Date fixed by the Company (unless a shorter notice shall be satisfactory to the Trustee), notify the Trustee of such Redemption Date and of the
principal amount of Securities of such series to be redeemed and shall deliver to the Trustee such documentation and records as shall enable the Trustee to select the Securities to be redeemed
pursuant to Section 11.03. In the case of any redemption of Securities prior to the expiration of any restriction on such redemption provided in the terms of such Securities or elsewhere in
this Indenture, or pursuant to an election of the Company which is subject to a condition specified in the terms of such Securities, the Company shall furnish the Trustee with an Officers' Certificate
evidencing compliance with such restriction or condition. 


        Section
11.03. Selection by Trustee of Securities to Be Redeemed. 


        If
less than all the Securities of any series are to be redeemed, the particular Securities to be redeemed shall be selected not more than 60 days prior to the Redemption Date by
the Trustee, from the Outstanding Securities of such series not previously called for redemption, by such method as the Trustee shall deem fair and appropriate and which may provide for the selection
for redemption of portions of the principal amount of Securities of such series; provided, however, that
no such partial redemption shall reduce the portion of the principal amount of a Security not redeemed to less than the minimum authorized denomination for Securities of such series established
pursuant to Section 3.01. 


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        The
Trustee shall promptly notify the Company and the Security Registrar (if other than the Company or the Trustee) in writing of the Securities selected for redemption and, in the case
of any Securities 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 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
11.04. Notice of Redemption. 


        Except
as otherwise specified as contemplated by Section 3.01, notice of redemption shall be given in the manner provided for in Section 1.06 not less than 30 nor more than
60 days prior to the Redemption Date, to each Holder of Securities to be redeemed. Failure to give notice in the manner provided in Section 1.06 to the Holder of any Securities
designated for redemption as a whole or in part, or any defect in the notice to any such Holder, shall not affect the validity of the proceedings for the redemption of any other Securities or portion
thereof. 


        Any
notice that is mailed to the Holder of any Securities in the manner provided in Section 1.06 shall be conclusively presumed to have been duly given, whether or not such Holder
receives the notice. 


        All
notices of redemption shall state: 


        (1)   the
Redemption Date, 


        (2)   the
appropriate method of calculation of the Redemption Price, 



        (3)   if
less than all the Outstanding Securities of any series are to be redeemed, the identification (and, in the case of partial redemption, the principal amounts) of the
particular Securities to be redeemed, 


        (4)   in
case any Security is to be redeemed in part only, the notice which relates to such Security shall state that on and after the Redemption Date, upon surrender of such
Security, the Holder will receive, without charge, a new Security or Securities of authorized denominations for the principal amount thereof remaining unredeemed, 


        (5)   that
on the Redemption Date, the Redemption Price and accrued interest, if any, to the Redemption Date payable as provided in Section 11.06 will become due and
payable upon each such Security, or the portion thereof, to be redeemed and, if applicable, that interest thereon will cease to accrue on and after said date, 


        (6)   the
Place or Places of Payment where such Securities, together in the case of Bearer Securities with all coupons appertaining thereto, if any, maturing after the
Redemption Date, are to be surrendered for payment of the Redemption Price and accrued interest, if any, 


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


        (8)   that,
unless otherwise specified in such notice, Bearer Securities of any series, if any, surrendered for redemption must be accompanied by all coupons maturing
subsequent to the Redemption Date or the amount of any such missing coupon or coupons will be deducted from the Redemption Price unless security or indemnity satisfactory to the Company, the Trustee
and any Paying Agent is furnished, and 


        (9)   if
Bearer Securities of any series are to be redeemed and any Registered Securities of such series are not to be redeemed, and if such Bearer Securities may be exchanged
for Registered Securities not subject to redemption on such Redemption Date pursuant to Section 3.05 or otherwise, the last date, as determined by the Company, on which such exchanges
may be made. 


        Notice
of redemption of Securities to be redeemed at the election of the Company shall be given by the Company or, at the Company's request, by the Trustee in the name and at the expense
of the Company. 


        Section
11.05. Deposit of Redemption Price. 


        On
or prior to any Redemption Date, the Company shall deposit with the Trustee or with a Paying Agent (or, if the Company is acting as its own Paying Agent, segregate and hold in trust
as provided in Section 10.03) an amount of money in the Currency in which the Securities of such series are payable (except as otherwise specified pursuant to Section 3.01 for the
Securities of such series and except, if applicable, as provided in Sections 3.12(b), 3.12(d) and 3.12(e)) sufficient to pay the Redemption Price of, and accrued interest, if any, on, all the
Securities which are to be redeemed on that date. 


        Section
11.06. Securities Payable on Redemption Date. 


        Notice
of redemption having been given as aforesaid, and the conditions, if any, set forth in such notice having been satisfied, the Securities so to be redeemed shall, on the Redemption
Date, become due and payable at the Redemption Price therein specified in the Currency in which the Securities of such series are payable (except as otherwise specified pursuant to Section 3.01
for the Securities of such series and except, if applicable, as provided in Sections 3.12(b), 3.12(d) and 3.12(e)) (together with accrued interest, if any, to the Redemption Date), and
from and after such date (unless the Company shall default in the payment of the Redemption Price and accrued interest, if any) such Securities shall, if the same were interest-bearing, cease to bear
interest and the coupons for such interest appertaining to any Bearer Securities so to be redeemed, except to the extent provided below, shall be void. Upon surrender of any such Security for
redemption in accordance with said notice, together with all coupons, if any, appertaining thereto maturing after the Redemption Date, such Security shall be paid by the Company at the Redemption
Price, together with accrued interest, if any, to the Redemption Date; provided, however, that
installments of interest on Bearer Securities whose Stated Maturity is on or prior to the Redemption Date shall be payable only at an office or agency located outside the United States (except
as otherwise provided in Section 10.02) and, unless otherwise specified as contemplated by Section 3.01, only upon presentation and surrender of coupons for such interest; and provided
further that installments of interest on Registered Securities whose Stated Maturity is on or prior to the Redemption Date shall be payable to the Holders of such Securities, or one or more
Predecessor Securities, registered as such at the close of business on the relevant Record Dates according to their terms and the provisions of Section 3.07. 


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        If
any Bearer Security surrendered for redemption shall not be accompanied by all appurtenant coupons maturing after the Redemption Date, such Security may be paid after deducting from
the Redemption Price an amount equal to the face
amount of all such missing coupons, or the surrender of such missing coupon or coupons may be waived by the Company and the Trustee if there be furnished to them such security or indemnity as they may
require to save each of them and any Paying Agent harmless. If thereafter the Holder of such Security shall surrender to the Trustee or any Paying Agent any such missing coupon in respect of which a
deduction shall have been made from the Redemption Price, such Holder shall be entitled to receive the amount so deducted. 


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


        Section
11.07. Securities Redeemed in Part. 


        Any
Security which is to be redeemed only in part (pursuant to the provisions of this Article or of Article 12) shall be surrendered at a Place of Payment therefor (with, if the
Company or the Trustee so requires, due endorsement by, or a written instrument of transfer in form satisfactory to the Company and the Trustee duly executed by, the Holder thereof or such Holder's
attorney duly authorized in writing), and the Company shall execute, and the Trustee shall authenticate and deliver to the Holder of such Security without service charge, a new Security or Securities
of the same series and Stated Maturity, and of any authorized denomination as requested by such Holder, in aggregate principal amount equal to and in exchange for the unredeemed portion of the
principal of the Security so surrendered. 


        Section
11.08. Tax Redemption. 


        If
specified pursuant to Section 3.01, the Securities of a series will be subject to redemption at any time, in whole but not in part, at a Redemption Price equal to the principal
amount thereof together with accrued and unpaid interest to the date fixed for redemption, upon the giving of a notice as described below, if (1) the Company determines that (a) as a
result of any change in or amendment to the laws (or any regulations or rulings promulgated thereunder) of Canada or of any political subdivision or taxing authority thereof or therein affecting
taxation, or any change in official position regarding application or interpretation of such laws, regulations or rulings (including a holding by a court of competent jurisdiction), which change or
amendment is announced or becomes effective on or after a date specified in the applicable supplemental indenture, if any date is so specified, the Company has or will become obligated to pay, on the
next succeeding date on which interest is due, Additional Amounts pursuant to Section 10.05 or (b) on or after a date specified pursuant to Section 3.01, any action has been taken
by any taxing authority of, or any decision has been rendered by a court of competent jurisdiction in, Canada or any political subdivision or taxing authority thereof or therein, including any of
those actions specified in (a) above, whether or not such action was taken or decision was rendered with respect to the Company, or any change, amendment, application or interpretation shall be
officially proposed, which, in any case, in the Opinion of Counsel to the Company, will result in the Company becoming obligated to pay, on the next succeeding date on which interest is due,
Additional Amounts with respect to any Security of such series and (2) in any such case, the Company in its business judgment determines that such obligation cannot be avoided by the use of
reasonable measures available to the Company; provided, however, that (i) no such notice of
redemption may be given earlier than 90 or later than 30 days prior to the earliest date on which the Company would be obligated to pay such Additional Amounts were a payment in respect of the
Securities due, and (ii) at the time such notice of redemption is given, such obligation to pay such Additional Amounts remains in effect. 


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ARTICLE 12
  
    SINKING FUNDS    
    


        Section 12.01. Applicability of Article. 


        Retirements
of Securities of any series pursuant to any sinking fund shall be made in accordance with the terms of such Securities and (except as otherwise specified as contemplated by
Section 3.01 for Securities of any series) in accordance with this Article. 



        The
minimum amount of any sinking fund payment provided for by the terms of Securities of any series is herein referred to as a "mandatory sinking fund payment," and any payment in
excess of such minimum amount provided for by the terms of Securities of any series is herein referred to as an "optional sinking fund payment." If provided for by the terms of Securities of any
series, the cash amount of any mandatory sinking fund payment may be subject to reduction as provided in Section 12.02. Each sinking fund payment shall be applied to the redemption of
Securities of any series as provided for by the terms of Securities of such series. 


        Section
12.02. Satisfaction of Sinking Fund Payments With Securities. 


        Subject
to Section 12.03, in lieu of making all or any part of any mandatory sinking fund payment with respect to any Securities of such series in cash, the Company may at its
option (1) deliver to the Trustee Outstanding Securities of such series (other than any previously called for redemption) theretofore purchased or otherwise acquired by the Company together in
the case of any Bearer Securities of such series with all unmatured coupons appertaining thereto, and/or (2) receive credit for the principal amount of Securities of such series which have been
previously delivered to the Trustee by the Company or for Securities of such series which have been redeemed either at the election of the Company pursuant to the terms of such Securities or through
the application of permitted optional sinking fund payments pursuant to the terms of such Securities, in each case in satisfaction of all or any part of any mandatory sinking fund payment with respect
to the Securities of the same series required to be made pursuant to the terms of such Securities as provided for by the terms of such series; provided,  however, that such Securities have not been previously so credited. Such Securities shall be received and credited for such purpose by the Trustee at
the Redemption Price specified in such Securities for redemption through operation of the sinking fund and the amount of such mandatory sinking fund payment shall be reduced accordingly. 


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        Section
12.03. Redemption of Securities for Sinking Fund. 


        Not
less than 60 days prior to each sinking fund payment date for any series of Securities, the Company will deliver to the Trustee an Officers' Certificate specifying the amount
of the next ensuing sinking fund payment for that series pursuant to the terms of that series, the portion thereof, if any, which is to be satisfied by payment of cash in the Currency in which the
Securities of such series are payable (except as otherwise specified pursuant to Section 3.01 for the Securities of such series and except, if applicable, as provided in
Sections 3.12(b), 3.12(d) and 3.12(e)) and the portion thereof, if any, which is to be satisfied by delivering or crediting Securities of that series pursuant to Section 12.02 (which
Securities will, if not previously delivered, accompany such certificate) and whether the Company intends to exercise its right to make a permitted optional sinking fund payment with respect to such
series. Such Officers' Certificate shall be irrevocable and upon its delivery the Company shall be obligated to make the cash payment or payments therein referred to, if any, on or before the next
succeeding sinking fund payment date. In the case of the failure of the Company to deliver such Officers' Certificate, the sinking fund payment due on the next succeeding sinking fund payment date for
that series shall be paid entirely in cash and shall be sufficient to redeem the principal amount of such Securities subject to a mandatory sinking fund payment without, with respect to such payment
date, the option to deliver or credit Securities as provided in Section 12.02 and without the right to make any optional sinking fund payment, if any, with respect to such series. 


        Not
more than 60 days before each such sinking fund payment date the Trustee shall select the Securities to be redeemed upon such sinking fund payment date in the manner specified
in Section 11.03 and cause notice of the redemption thereof to be given in the name of and at the expense of the Company in the manner provided in Section 11.04. Such notice
having been duly given, the redemption of such Securities shall be made upon the terms and in the manner stated in Sections 11.06 and 11.07. 


        On
or prior to any sinking fund payment date, the Company shall pay to the Trustee or a Paying Agent (or, if the Company is acting as its own Paying Agent, segregate and hold in trust as
provided in Section 10.03) in cash a sum equal to any interest that will accrue to the date fixed for redemption of Securities or portions thereof to be redeemed on such sinking fund payment
date pursuant to this Section 12.03. 


        Notwithstanding
the foregoing, with respect to a sinking fund for any series of Securities, if at any time the amount of cash to be paid into such sinking fund on the next succeeding
sinking fund payment date, together with any unused balance of any preceding sinking fund payment or payments for such series, does not exceed in the aggregate $100,000, the Trustee, unless requested
by the Company in a Company Request, shall not give the next succeeding notice of the redemption of Securities of such series through the operation of the sinking fund. Any such unused balance of
moneys deposited in such sinking fund shall be added to the sinking fund payment for such series to be made in cash on the next succeeding sinking fund payment date or, at the request of the Company
in a Company Request, shall be applied at any time or from time to time to the purchase of Securities of such series, by public or private purchase, in the open market or otherwise, at a purchase
price for such Securities (excluding accrued interest and brokerage commissions, for which the Trustee or any Paying Agent will be reimbursed by the Company) not in excess of the principal amount
thereof. 


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ARTICLE 13
  
    REPAYMENT AT OPTION OF HOLDERS    
    


        Section 13.01. Applicability of Article. 



        Repayment
of Securities of any series before their Stated Maturity at the option of Holders thereof shall be made in accordance with the terms of such Securities and (except as otherwise
specified as contemplated by Section 3.01 for Securities of any series) in accordance with this Article. 


        Section
13.02. Repayment of Securities. 


        Securities
of any series subject to repayment in whole or in part at the option of the Holders thereof will, unless otherwise provided in the terms of such Securities, be repaid at a
price equal to the principal amount thereof, together with interest, if any, thereon accrued to the Repayment Date specified in or pursuant to the terms of such Securities. The Company covenants that
on or before the Repayment Date it will deposit with the Trustee or with a Paying Agent (or, if the Company is acting as its own Paying Agent, segregate and hold in trust as provided in
Section 10.03) an amount of money in the Currency in which the Securities of such series are payable (except as otherwise specified pursuant to Section 3.01 for the Securities of
such series and except, if applicable, as provided in Sections 3.12(b), 3.12(d) and 3.12(e)) sufficient to pay the principal (or, if so provided by the terms of the Securities of any series, a
percentage of the principal) of and (except if the Repayment Date shall be an Interest Payment Date) accrued interest, if any, on, all the Securities or portions thereof, as the case may be, to be
repaid on such date. 


        Section
13.03. Exercise of Option. 


        Securities
of any series subject to repayment at the option of the Holders thereof will contain an "Option to Elect Repayment" form on the reverse of such Securities. To be repaid at the
option of the Holder, any Security so providing for such repayment, with the "Option to Elect Repayment" form on the reverse of such Security duly completed by the Holder (or by the Holder's attorney
duly authorized in writing), must be received by the Company at the Place of Payment therefor specified in the terms of such Security (or at such other place or places or which the Company shall from
time to time notify the Holders of such Securities) not earlier than 45 days nor later than 30 days prior to the Repayment Date. If less than the entire principal amount of such Security
is to be repaid in accordance with the terms of such Security, the principal amount of such Security to be repaid, in increments of the minimum denomination for Securities of such series, and the
denomination or denominations of the Security or Securities to be issued to the Holder for the portion of the principal amount of such Security surrendered that is not to be repaid, must be specified.
The principal amount of any Security providing for repayment at the option of the Holder thereof may not be repaid in part if, following such repayment, the unpaid principal amount of such Security
would be less than the minimum authorized denomination of Securities of the series of which such Security to be repaid is a part. Except as otherwise may be provided by the terms of any Security
providing for repayment at the option of the Holder thereof, exercise of the repayment option by the Holder shall be irrevocable unless waived by the Company. 


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        Section
13.04. When Securities Presented for Repayment Become Due and Payable. 


        If
Securities of any series providing for repayment at the option of the Holders thereof shall have been surrendered as provided in this Article and as provided by or pursuant to the
terms of such Securities, such Securities or the portions thereof, as the case may be, to be repaid shall become due and payable and shall be paid by the Company on the Repayment Date therein
specified, and on and after such Repayment Date (unless the Company shall default in the payment of such Securities on such Repayment Date) such Securities shall, if the same were interest-bearing,
cease to bear interest and the coupons for such interest appertaining to any Bearer Securities so to be repaid, except to the extent provided below, shall be void. Upon surrender of any Bearer
Security for repayment in accordance with such provisions, together with all coupons, if any, appertaining thereto maturing after the Repayment Date, the principal amount of such Security so to be
repaid shall be paid by the Company, together with accrued interest, if any, to the Repayment Date; provided,  however, that coupons whose Stated Maturity
is on or prior to the Repayment Date shall be payable only, unless otherwise specified, pursuant to
Section 3.01, upon presentation and surrender of such coupons; and provided further that, in the case of Registered Securities, installments of interest, if any, whose Stated Maturity is on or
prior to the Repayment Date shall be payable to the Holders of such Securities, or one or more Predecessor Securities, registered as such at the close of business on the relevant Record Dates
according to their terms and the provisions of Section 3.07. 


        If
any Bearer Security surrendered for repayment shall not be accompanied by all appurtenant coupons maturing after the Repayment Date, such Security may be paid after deducting from the
amount payable therefor as provided in Section 13.02 an amount equal to the face amount of all such missing coupons, or the surrender of such missing coupon or coupons may be waived by the
Company and the Trustee if there be furnished to them such security or indemnity as they may require to save each of them and any Paying Agent harmless. If thereafter the Holder of such Security shall
surrender to the Trustee or any Paying Agent any such missing coupon in respect of which a deduction shall have been made as provided in the preceding sentence, such Holder shall be entitled to
receive the amount so deducted; provided, however, that interest represented by coupons shall be
payable, unless otherwise specified as contemplated by Section 3.01, only upon presentation and surrender of those coupons. 


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        If the principal amount of any Security surrendered for repayment shall not be so repaid upon surrender thereof, such principal amount (together with interest, if any, thereon accrued to
such Repayment Date) shall, until paid, bear interest from the Repayment Date at the rate of interest or Yield to Maturity (in the case of Original Issue Discount Securities) set forth in such
Security. 


        Section
13.05. Securities Repaid in Part. 


        Upon
surrender of any Registered Security which is to be repaid in part only, the Company shall execute and the Trustee shall authenticate and deliver to the Holder of such Security,
without service charge and at the expense of the Company, a new Registered Security or Securities of the same series, of any authorized denomination specified by the Holder, in an aggregate principal
amount equal to and in exchange for the portion of the principal of such Security so surrendered which is not to be repaid. 


 
 

ARTICLE 14
  
    DEFEASANCE AND COVENANT DEFEASANCE    
    


        Section
14.01. Company's Option to Effect Defeasance or Covenant Defeasance. 


        Except
as otherwise specified as contemplated by Section 3.01 for Securities of any series, the provisions of this Article 14 shall apply to each series of
Securities, and the Company may, at its option, by Board Resolution effect defeasance of the Securities of or within a series under Section 14.02 or covenant defeasance of a series under
Section 14.03 in accordance with the terms of such Securities and in accordance with this Article. 


        Section
14.02. Defeasance and Discharge. 


        Upon
the Company's exercise under Section 14.01 of the option applicable to this Section with respect to any Securities of a series, the Company shall be deemed to have been
discharged from its obligations with respect to such Outstanding Securities and any related coupons on the date the conditions set forth in Section 14.04 are satisfied (hereinafter,
"defeasance"). For this purpose, such defeasance means that the Company shall be deemed to have paid and discharged the entire indebtedness represented by such Outstanding Securities and any related
coupons, which shall thereafter be deemed to be "Outstanding" only for the purposes of Section 14.05 and the other Sections of this Indenture referred to in (A), (B) and
(C) below, and to have satisfied all its other obligations under such Securities and any related coupons and this Indenture insofar as such Securities and any related coupons are concerned (and
the Trustee, on demand of and at the expense of the Company, shall execute proper instruments acknowledging the same), except for the following which shall survive until otherwise terminated or
discharged hereunder: (A) the rights of Holders of such Outstanding Securities and any related coupons to receive, solely from the trust fund described in Section 13.04 and as
more fully set forth in such Section, payments in respect of the principal of (and premium, if any) and interest, if any, on such Securities and any related coupons when such payments are due,
(B) the Company's obligations with respect to such Securities under Sections 3.04, 3.05, 3.06, 10.02 and 10.03 and with respect to the payment of Additional Amounts, if any, on such
Securities as contemplated by Section 10.05, (C) the rights, powers, trusts, duties and immunities of the Trustee hereunder and the Company's obligations in connection therewith,
including the Company's obligations under Section 6.07, and (D) this Article 14. Subject to compliance with this Article 14, the Company may exercise its option under this
Section 14.02 notwithstanding the prior exercise of its option under Section 14.03 with respect to such Securities and any related coupons. 


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        Section
14.03. Covenant Defeasance. 


        Upon
the Company's exercise under Section 14.01 of the option applicable to this Section with respect to any Securities of a series, the Company shall be released from its
obligations under Article 10, and, if specified pursuant to Section 3.01, its obligations under any other covenant, with respect to such Outstanding Securities and any related coupons on
and after the date the conditions set forth in Section 14.04 are satisfied (hereinafter, "covenant defeasance"), and such Securities and any related coupons shall thereafter be deemed not to be
"Outstanding" for the purposes of any direction, waiver, consent or declaration or Act of Holders (and the consequences of any thereof) in connection with such covenants, but shall continue to be
deemed "Outstanding" for all other purposes hereunder. For this purpose, such covenant defeasance means that, with respect to such Outstanding Securities and any related coupons, the Company may omit
to comply with and shall have no liability in respect of any term, condition or limitation set forth in any such covenant, whether directly or indirectly, by reason of any reference elsewhere herein
to any such covenant or by reason of reference in any such covenant to any other provision herein or in any other document and such omission to comply shall not constitute a Default or an Event of
Default under Section 5.01(4) or Section 5.01(7) or otherwise, as the case may be, but, except as specified above, the remainder of this Indenture and such Securities and any
related coupons shall be unaffected thereby. 


        Section
14.04. Conditions to Defeasance or Covenant Defeasance. 


        The
following shall be the conditions to application of either Section 14.02 or Section 14.03 to any Outstanding Securities of a series and any related coupons: 


        (1)   The
Company shall irrevocably have deposited or caused to be deposited with the Trustee (or another trustee satisfying the requirements of Section 6.08 who shall
agree to comply with the provisions of this Article 14 applicable to it) as trust funds in trust for the purpose of making the following payments, specifically pledged as security for, and
dedicated solely to, the benefit of the Holders of such Securities and any related coupons, (A) an amount (in such Currency in which such Securities and any related coupons are then specified
as payable at Stated Maturity), or (B) Government Obligations applicable to such Securities (determined on the basis of the Currency in which such Securities are then specified as payable at
Stated Maturity) which through the scheduled payment of principal and interest in respect thereof in accordance with their terms will provide, not later than one day before the due date of any payment
of principal of and premium, if any, and interest, if any, under such Securities and any related coupons, money in an amount, or (C) a combination thereof, sufficient, in the opinion of a
nationally recognized firm of independent chartered accountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge, and which shall be applied by the Trustee
(or other qualifying trustee) to pay and discharge, (i) the principal of (and premium, if any) and interest, if any, on such Outstanding Securities and any related coupons on the Stated
Maturity (or Redemption Date, if applicable) of such principal (and premium, if any) or installment of interest, if any, and (ii) any mandatory sinking fund payments or analogous payments
applicable to such Outstanding Securities and any related coupons on the day on which such payments are due and payable in accordance with the terms of this Indenture and of such Securities and any
related coupons; provided, that the Trustee shall have been irrevocably instructed to apply such money or the proceeds of such Government Obligations to said payments with respect to such Securities
and any related coupons. Before such a deposit, the Company may give to the Trustee, in accordance with Section 11.02 hereof, a notice of its election to redeem all or any portion of such
Outstanding Securities at a future date in accordance with the terms of the Securities of such series and Article 11 hereof, which notice shall be irrevocable. Such irrevocable redemption
notice, if given, shall be given effect in applying the foregoing. 


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        (2)   No
Default or Event of Default with respect to such Securities or any related coupons shall have occurred and be continuing on the date of such deposit or, insofar as
paragraphs (5) and (6) of Section 5.01 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). 


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


        (4)   In
the case of an election under Section 14.02, the Company shall have delivered to the Trustee an Opinion of Counsel stating that (x) the Company has
received from, or there has been published by, the Internal Revenue Service a ruling, or (y) since the date of execution of this Indenture, there has been a change in the applicable federal
income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, the Holders of such Outstanding Securities and any related coupons will not recognize
income, gain or loss for federal income tax purposes as a result of such defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would
have been the case if such defeasance had not occurred. 


        (5)   In
the case of an election under Section 14.03, the Company shall have delivered to the Trustee an Opinion of Counsel to the effect that the Holders of such
Outstanding Securities and any related coupons 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. 


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        (6)   The
Company has delivered to the Trustee an Opinion of Counsel to the effect that such deposit shall not cause the Trustee or the trust so created to be subject to the
Investment Company Act of 1940, as amended. 


        (7)   The
Company has delivered to the Trustee either an Opinion of Counsel of Canadian counsel or a ruling from Canada Customs and Revenue Agency, in either case to the
effect that the Holders of such Outstanding Securities will not recognize income, gain or loss for Canadian federal, provincial or territorial income tax or other tax purposes as a result of such
defeasance or covenant defeasance and will be subject to Canadian federal or provincial income tax and other tax on the same amounts, in the same manner and at the same times as would have been the
case had such defeasance or covenant defeasance not occurred (and for the purposes of such Opinion of Counsel, such Canadian counsel shall assume that Holders include Holders who are not resident in
Canada). 


        (8)   The
Company is not an "insolvent person" within the meaning of the Bankruptcy and Insolvency Act (Canada) on the date of such deposit or 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). 


        (9)   Notwithstanding
any other provisions of this Section, such defeasance or covenant defeasance shall be effected in compliance with any additional or substitute terms,
conditions or limitations in connection therewith pursuant to Section 3.01. 


        (10) The
Company shall have delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for relating to
either the defeasance under Section 14.02 or the covenant defeasance under Section 14.03 (as the case may be) have been complied with. 


        Section
14.05. Deposited Money and Government Obligations to Be Held in Trust; Other Miscellaneous Provisions. 



        Subject
to the provisions of the last paragraph of Section 10.03, all money and Government Obligations (or other property as may be provided pursuant to Section 3.01)
(including the proceeds thereof) deposited with the Trustee (or other qualifying trustee, collectively for purposes of this Section 14.05, the "Trustee") pursuant to Section 14.04 in
respect of such Outstanding Securities and any related coupons shall be held in trust and applied by the Trustee, in accordance with the provisions of such Securities and any related coupons and this
Indenture, to the payment, either directly or through any Paying Agent (including the Company acting as its own Paying Agent) as the Trustee may determine, to the Holders of such Securities and any
related coupons of all sums due and to become due thereon in respect of principal (and premium, if any) and interest, if any, but such money need not be segregated from other funds except to the
extent required by law. 


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        Unless
otherwise specified with respect to any Security pursuant to Section 3.01, if, after a deposit referred to in Section 14.04(1) has been made, (a) the Holder
of a Security in respect of which such deposit was made is entitled to, and does, elect pursuant to Section 3.12(b) or the terms of such Security to receive payment in a Currency other
than that in which the deposit pursuant to Section 14.04(1) has been made in respect of such Security, or (b) a Conversion Event occurs as contemplated in Section 3.12(d)
or 3.12(e) or by the terms of any Security in respect of which the deposit pursuant to Section 14.04(1) has been made, the indebtedness represented by such Security and any related
coupons shall be deemed to have been, and will be, fully discharged and satisfied through the payment of the principal of (and premium, if any) and interest, if any, on such Security as they become
due out of the proceeds yielded by converting (from time to time as specified below in the case of any such election) the amount or other property deposited in respect of such Security into the
Currency in which such Security becomes payable as a result of such election or Conversion Event based on the applicable Market Exchange Rate for such Currency in effect on the third Business Day
prior to each payment date, except, with respect to a Conversion Event, for such Currency in effect (as nearly as feasible) at the time of the Conversion Event. 


        The
Company shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the Government Obligations deposited pursuant to Section 14.04
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 such Outstanding Securities and any
related coupons. 


        Anything
in this Article 14 to the contrary notwithstanding, the Trustee shall deliver or pay to the Company from time to time upon Company Request any money or Government
Obligations (or other property and any proceeds therefrom) held by it as provided in Section 14.04 which, in the opinion of a nationally recognized firm of independent public accountants
expressed in a written certification thereof delivered to the Trustee, are in excess of the amount thereof which would then be required to be deposited to effect an equivalent defeasance or covenant
defeasance, as applicable, in accordance with this Article. 


        Section
14.06. Reinstatement. 


        If
the Trustee or any Paying Agent is unable to apply any money in accordance with Section 14.05 by reason of any order or judgment of any court or governmental authority
enjoining, restraining or otherwise prohibiting such application, then the Company's obligations under this Indenture and such Securities and any related coupons shall be revived and reinstated as
though no deposit had occurred pursuant to Section 14.02 or 14.03, as the case may be, until such time as the Trustee or Paying Agent is permitted to apply all such money in accordance
with Section 14.05; provided, however, that if the Company makes any payment of principal of (or
premium, if any) or interest, if any, on any such Security or any related coupon following the reinstatement of its obligations, the Company shall be subrogated to the rights of the Holders of such
Securities and any related coupons to receive such payment from the money held by the Trustee or Paying Agent. 


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ARTICLE 15
  
    MEETINGS OF HOLDERS OF SECURITIES    
    


        Section
15.01. Purposes for Which Meetings May Be Called. 


        If
Securities of a series are issuable as Bearer Securities, a meeting of Holders of Securities of such series may be called at any time and from time to time pursuant to this Article to
make, give or take any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Indenture to be made, given or taken by Holders of Securities of such series. 


        Section
15.02. Call, Notice and Place of Meetings. 


        (a)   The
Trustee may at any time call a meeting of Holders of Securities of any series for any purpose specified in Section 15.01, to be held at such time and
at such place in the Borough of Manhattan, The City of New York as the Trustee shall determine. Notice of every meeting of Holders of Securities of any series, setting forth the time and the
place of such meeting and in general terms the action proposed to be taken at such meeting, shall be given, in the manner provided for in Section 1.06, not less than 21 nor more than
180 days prior to the date fixed for the meeting. 


        (a)   In
case at any time the Company, pursuant to a Board Resolution, or the Holders of at least 10% in principal amount of the Outstanding Securities of any series shall
have requested the Trustee to call a meeting of the Holders of Securities of such series for any purpose specified in Section 15.01, by written request setting forth in reasonable detail the
action proposed to be taken at the meeting, and the Trustee shall not have made the first publication of the notice of such meeting within 21 days after receipt of such request or shall not
thereafter proceed to cause the meeting to be held as provided herein, then the Company or the Holders of Securities of such series in the amount above specified, as the case may be, may determine the
time and the place in the Borough of Manhattan, The City of New York for such meeting and may call such meeting for such purposes by giving notice thereof as provided in paragraph (a) of
this Section. 


        Section
15.03. Persons Entitled to Vote at Meetings. 


        To
be entitled to vote at any meeting of Holders of Securities of any series, a Person shall be (1) a Holder of one or more Outstanding Securities of such series, or (2) a
Person appointed by an instrument in writing as proxy for a Holder or Holders of one or more Outstanding Securities of such series by such Holder or Holders of the Securities. The only Persons who
shall be entitled to be present or to speak at any meeting of Holders of Securities of any series shall be the Person entitled to vote at such meeting and their counsel, any representatives of the
Trustee and its counsel and any representatives of the Company and its counsel. 


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        Section
15.04. Quorum; Action. 


        The
Persons entitled to vote a majority in principal amount of the Outstanding Securities of a series shall constitute a quorum for a meeting of Holders of Securities of such series;  provided, however, that, if any action is to be taken at such meeting with respect to a consent or
waiver which this Indenture expressly provides may be given by the Holders of not less than a specified percentage in principal amount of the Outstanding Securities of a series, the Persons entitled
to vote such specified percentage in principal amount of the Outstanding Securities of such series shall constitute a quorum. In the absence of a quorum within 30 minutes of the time appointed for any
such meeting, the meeting shall, if convened at the request of Holders of Securities of such series, be dissolved. In any other case the meeting may be adjourned for a period of not less than
10 days as determined by the chairman of the meeting prior to the adjournment of such meeting. In the absence of a quorum at any such adjourned meeting, such adjourned meeting may be further
adjourned for a period of not less than 10 days as determined by the chairman of the meeting prior to the adjournment of such adjourned meeting. Notice of the reconvening of any adjourned
meeting shall be given as provided in Section 15.02(a), except that such notice need be given only once not less than five days prior to the date on which the meeting is scheduled to be
reconvened. Notice of the reconvening of any adjourned meeting shall state expressly the percentage, as provided above, of the principal amount of the Outstanding Securities of such series which shall
constitute a quorum. 


        Subject
to the foregoing and except as limited by the provisions to Section 9.02, at the reconvening of any meeting adjourned for lack of a quorum the Holders entitled to vote 25%
in aggregate principal amount of the Outstanding Securities at the time shall constitute a quorum for the taking of any action set forth in the notice of the original meeting. 



        Except
as limited by the proviso to Section 9.02, any resolution presented to a meeting or adjourned meeting duly reconvened at which a quorum is present as aforesaid may be
adopted by the affirmative vote of the Holders of not less than a majority in principal amount of the Outstanding Securities of such series; provided,  however, that, except as limited by the proviso to Section 9.02, any resolution with respect to any request, demand, authorization, direction,
notice, consent, waiver or other action which this Indenture expressly provides may be made, given or taken by the Holders of a specified percentage, which is less than a majority, in principal amount
of the Outstanding Securities of a series may be adopted at a meeting or an adjourned meeting duly reconvened and at which a quorum is present as aforesaid by the affirmative vote of the Holders of
not less than such specified percentage in principal amount of the Outstanding Securities of such series. 


        Any
resolution passed or decision taken at any meeting of Holders of Securities of any series duly held in accordance with this Section shall be binding on all the Holders of Securities
of such series and the related coupons, whether or not present or represented at the meeting. 


        Notwithstanding
the foregoing provisions of this Section 15.04, if any action is to be taken at a meeting of Holders of Securities of any series with respect to any request,
demand, authorization, direction, notice, consent, waiver or other action that this Indenture expressly provides may be made, given or taken by the Holders of a specified percentage in principal
amount of all Outstanding Securities affected thereby, or of the Holders of such series and one or more additional series: 


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        (i)    there
shall be no minimum quorum requirement for such meeting; and 


        (ii)   the
principal amount of the Outstanding Securities of such series that vote in favor of such request, demand, authorization, direction, notice, consent, waiver or other
action shall be taken into account in determining whether such request, demand, authorization, direction, notice, consent, waiver or other action has been made, given or taken under this Indenture. 




        Section
15.05. Determination of Voting Rights; Conduct and Adjournment of Meetings. 



        (a)   Notwithstanding
any provisions of this Indenture, the Trustee may make such reasonable regulations as it may deem advisable for any meeting of Holders of Securities of a
series in regard to proof of the holding of Securities of such series and of the appointment of proxies and in regard to the appointment and duties of inspectors of votes, the submission and
examination of proxies, certificates and other evidence of the right to vote, and such other matters concerning the conduct of the meeting as its shall deem appropriate. Except as otherwise permitted
or required by any such regulations, the holding of Securities shall be proved in the manner specified in Section 1.04 and the appointment of any proxy shall be proved in the manner
specified in Section 1.04. Such regulations may provide that written instruments appointing proxies, regular on their face, may be presumed valid and genuine without the proof specified in
Section 1.04 or other proof. 


        (b)   The
Trustee shall, by an instrument in writing appoint a temporary chairman of the meeting, unless the meeting shall have been called by the Company or by Holders as
provided in Section 15.02(b), in which case the Company or the Holders of the series calling the meeting, as the case may be, shall in like manner appoint a temporary chairman. A permanent
chairman and a permanent secretary of the meeting shall be elected by vote of the Persons entitled to vote a majority in principal amount of the Outstanding Securities of such series represented at
the meeting. 


        (c)   At
any meeting each Holder of the Securities of such series or proxy shall be entitled to one vote for each $1,000 principal amount of Outstanding Securities of such
series held or represented by him (determined as specified in the definition of "Outstanding" in Section 1.01); provided,  however, that no vote shall
be cast or counted at any meeting in respect of any Security challenged in good faith as not Outstanding and ruled by the
chairman of the meeting to be not Outstanding. The chairman of the meeting shall have no right to vote, except as a Holder of the Securities of such series or proxy. 



        (d)   Any
meeting of Holders of the Securities of any series duly called pursuant to Section 15.02 at which a quorum is present may be adjourned from time to time by
Persons entitled to vote a majority or more in principal amount of the Outstanding Securities of such series represented at the meeting; and the meeting may be held as so adjourned without further
notice. 


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        Section
15.06. Counting Votes and Recording Action of Meetings. 



        The
vote upon any resolution submitted to any meeting of Holders of the Securities of any series shall be by written ballots on which shall be subscribed the signatures of the Holders of
the Securities of such series or of their representatives by proxy and the principal amounts and serial numbers of the Outstanding Securities of such series held or represented by them. The permanent
chairman of the meeting shall appoint two inspectors of votes who shall count all votes cast at the meeting for or against any resolution and who shall make and file with the secretary of the meeting
their verified written reports in duplicate of all votes cast at the meeting. A record, at least in duplicate, of the proceedings of each meeting of Holders of the Securities of any series shall be
prepared by the secretary of the meeting and there shall be attached to said record the original reports of the inspectors of votes on any vote by ballot taken thereat and affidavits by one or more
persons having knowledge of the facts setting forth a copy of the notice of the meeting and showing that said notice was given as provided in Section 15.02 and, if applicable,
Section 15.04. Each copy shall be signed and verified by the affidavits of the permanent chairman and secretary of the meeting and one such copy shall be delivered to the Company, and another
to the Trustee to be preserved by the Trustee, the latter to have attached thereto the ballots voted at the meeting. Any record so signed and verified shall be conclusive evidence of the matters
therein stated. 


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        IN
WITNESS WHEREOF, the parties hereto have caused this Indenture to be duly executed, and their respective corporate seals to be hereunto affixed and attested, all as of the day and
year first above written. 



	 	 	CELESTICA INC.
	
 	
 	

By:	

/s/  ELIZABETH L. DELBIANCO      
 Name: Elizabeth L. Delbianco

Title: Chief Legal Officer
	
 	
 	
JPMORGAN CHASE BANK,

as Trustee
	
 	
 	

By:	

/s/  L. OBRIEN      
 Name: L. OBrien

Title: Vice President






92








  



CELESTICA INC. 


as Issuer 


AND 


JPMORGAN CHASE BANK, 


as Trustee 


Indenture 


Dated
as of                          




93







 
  
 

    CELESTICA INC.
  
    Reconciliation and tie between Trust Indenture Act of 1939 and Indenture    
    



	Trust Indenture Act Section
 
	 	Indenture Section
 

	310	(a)(1)	 	6.07
	 	(a)(2)	 	6.07
	 	(a)(3)	 	Not Applicable
	 	(a)(4)	 	Not Applicable
	 	(b)	 	6.04, 6.07(b), 6.08
	
 311	

(a)	
 	

6.04
	 	(b)	 	6.04
	 	(c)	 	Not Applicable
	
 312	

(a)	
 	

7.01, 7.02
	 	(b)	 	7.02(c), 7.03
	 	(c)	 	7.01
	
 313	

(a)	
 	

7.04
	 	(b)	 	Not Applicable
	 	(c)	 	7.04
	
 314	

(a)	
 	

7.05
	 	(a)(4)	 	10.04
	 	(b)	 	Not Applicable
	 	(c)(1)	 	1.02
	 	(c)(2)	 	1.02
	 	(c)(3)	 	Not Applicable
	 	(d)	 	Not Applicable
	 	(e)	 	1.02
	
 315	

(a)	
 	

6.02
	 	(b)	 	6.01. 6.02
	 	(c)	 	6.02
	 	(d)	 	6.02
	 	(e)	 	6.02
	
 316	

(a) (last sentence)	
 	

1.01 ("Outstanding")
	 	(a)(1)(A)	 	5.02, 5.12
	 	(a)(1)(B)	 	5.13
	 	(a)(2)	 	Not Applicable
	 	(b)	 	5.08
	 	(c)	 	1.04(e)
	
 317	

(a)(1)	
 	

5.03
	 	(a)(2)	 	5.04
	 	(b)	 	10.03
	
 318	

(a)	
 	

1.11




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TABLE OF CONTENTS    
    



	 
	 	 
	 	Page

	 ARTICLE 1    DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION	 	1
	 	Section 1.01.	 	Definitions	 	1
	 	Section 1.02.	 	Compliance Certificates and Opinions	 	11
	 	Section 1.03.	 	Form of Documents Delivered to Trustee	 	12
	 	Section 1.04.	 	Acts of Holders	 	12
	 	Section 1.05.	 	Notices, etc., to Trustee and Company	 	14
	 	Section 1.06.	 	Notice to Holders; Waiver	 	15
	 	Section 1.07.	 	Effect of Headings and Table of Contents	 	16
	 	Section 1.08.	 	Successors and Assigns	 	16
	 	Section 1.09.	 	Separability Clause	 	16
	 	Section 1.10.	 	Benefits of Indenture	 	16
	 	Section 1.11.	 	Governing Law	 	16
	 	Section 1.12.	 	Legal Holidays	 	16
	 	Section 1.13.	 	Conflict with Trust Indenture Act	 	17
	 	Section 1.14.	 	Conversion of Currency	 	17
	 	Section 1.15.	 	Indenture and Securities Solely Corporate Obligations	 	18
	 	Section 1.16.	 	Agent for Service; Submission to Jurisdiction; Waiver of Immunities	 	18
	 	Section 1.17.	 	Counterparts	 	19
	 	Section 1.18.	 	Incorporation by Reference of Trust Indenture Act	 	19
	
 ARTICLE 2 SECURITY FORMS	
 	

19
	 	Section 2.01.	 	Forms Generally	 	19
	 	Section 2.02.	 	Form of Trustee's Certificate of Authentication	 	20
	 	Section 2.03.	 	Global Securities	 	20
	 	Section 2.04.	 	Form of Legend for Global Securities	 	21
	
 ARTICLE 3    THE SECURITIES	
 	

21
	 	Section 3.01.	 	Amount Unlimited; Issuable in Series	 	21
	 	Section 3.02.	 	Denominations	 	25
	 	Section 3.03.	 	Execution, Authentication, Delivery and Dating	 	26
	 	Section 3.04.	 	Temporary Securities	 	28
	 	Section 3.05.	 	Registration, Registration of Transfer and Exchange	 	29
	 	Section 3.06.	 	Mutilated, Destroyed, Lost and Stolen Securities	 	32
	 	Section 3.07.	 	Payment of Principal and Interest; Interest Rights Preserved; Optional Interest Reset	 	33
	 	Section 3.08.	 	Optional Extension of Stated Maturity	 	36
	 	Section 3.09.	 	Persons Deemed Owners	 	37
	 	Section 3.10.	 	Cancellation	 	38
	 	Section 3.11.	 	Computation of Interest	 	38




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	 	Page

	 	Section 3.12.	 	Currency and Manner of Payments in Respect of Securities	 	38
	 	Section 3.13.	 	Appointment and Resignation of Successor Exchange Rate Agent	 	41
	 	Section 3.14.	 	CUSIP Numbers	 	42
	
 ARTICLE 4    SATISFACTION AND DISCHARGE	
 	

42
	 	Section 4.01.	 	Satisfaction and Discharge of Indenture	 	42
	 	Section 4.02.	 	Application of Trust Money	 	44
	
 ARTICLE 5    REMEDIES	
 	

44
	 	Section 5.01.	 	Events of Default	 	44
	 	Section 5.02.	 	Acceleration of Maturity; Rescission and Annulment	 	45
	 	Section 5.03.	 	Collection of Indebtedness and Suits for Enforcement by Trustee	 	46
	 	Section 5.04.	 	Trustee May File Proofs of Claim	 	47
	 	Section 5.05.	 	Trustee May Enforce Claims Without Possession of Securities	 	48
	 	Section 5.06.	 	Application of Money Collected	 	48
	 	Section 5.07.	 	Limitation on Suits	 	49
	 	Section 5.08.	 	Unconditional Right of Holders to Receive Principal, Premium and Interest	 	50
	 	Section 5.09.	 	Restoration of Rights and Remedies	 	50
	 	Section 5.10.	 	Rights and Remedies Cumulative	 	50
	 	Section 5.11.	 	Delay or Omission Not Waiver	 	51
	 	Section 5.13.	 	Waiver of Past Defaults	 	51
	 	Section 5.14.	 	Waiver of Stay or Extension and Usury Laws	 	52
	 	Section 5.15.	 	Undertaking for Costs	 	52
	
 ARTICLE 6    THE TRUSTEE	
 	

53
	 	Section 6.01.	 	Certain Duties and Responsibilities	 	53
	 	Section 6.02.	 	Notice of Defaults	 	54
	 	Section 6.03.	 	Certain Rights of Trustee	 	54
	 	Section 6.04.	 	Trustee Not Responsible for Recitals or Issuance of Securities	 	55
	 	Section 6.05.	 	May Hold Securities	 	56
	 	Section 6.06.	 	Money Held in Trust	 	56
	 	Section 6.07.	 	Compensation and Reimbursement	 	56
	 	Section 6.08.	 	Corporate Trustee Required; Eligibility; Conflicting Interests	 	57
	 	Section 6.09.	 	Resignation and Removal; Appointment of Successor	 	57
	 	Section 6.10.	 	Acceptance of Appointment by Successor	 	59
	 	Section 6.11.	 	Merger, Amalgamation, Conversion, Consolidation or Succession to Business	 	60
	 	Section 6.12.	 	Preferential Collection of Claims Against Company	 	60




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	 	Page

	 	Section 6.13.	 	Appointment of Authenticating Agent	 	61
	
 ARTICLE 7    HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY	
 	

62
	 	Section 7.01.	 	Company to Furnish Trustee Names and Addresses of Holders	 	62
	 	Section 7.02.	 	Preservation of List of Names and Addresses of Holders	 	63
	 	Section 7.03.	 	Disclosure of Names and Addresses of Holders	 	63
	 	Section 7.04.	 	Reports by Trustee	 	63
	 	Section 7.05.	 	Reports by Company	 	63
	
 ARTICLE 8    CONSOLIDATION, AMALGAMATION, MERGER, CONVEYANCE, TRANSFER OR LEASE	
 	

64
	 	Section 8.01.	 	Company May Consolidate, etc., Only on Certain Terms	 	64
	 	Section 8.02.	 	Successor Person Substituted	 	64
	 	Section 8.03.	 	No Consent or Approval Required	 	65
	
 ARTICLE 9    SUPPLEMENTAL INDENTURES	
 	

65
	 	Section 9.01.	 	Supplemental Indentures Without Consent of Holders	 	65
	 	Section 9.02.	 	Supplemental Indentures with Consent of Holders	 	67
	 	Section 9.03.	 	Execution of Supplemental Indentures	 	68
	 	Section 9.04.	 	Effect of Supplemental Indentures	 	68
	 	Section 9.05.	 	Conformity with Trust Indenture Act	 	68
	 	Section 9.06.	 	Reference in Securities to Supplemental Indentures	 	68
	 	Section 9.07.	 	Notice of Supplemental Indentures	 	69
	
 ARTICLE 10    COVENANTS	
 	

69
	 	Section 10.01.	 	Payment of Principal, Premium, if any, and Interest	 	69
	 	Section 10.02.	 	Maintenance of Office or Agency	 	69
	 	Section 10.03.	 	Money for Securities Payments to Be Held in Trust	 	70
	 	Section 10.04.	 	Statement as to Compliance; Statement as to Default	 	72
	 	Section 10.05.	 	Additional Amounts	 	72
	 	Section 10.06.	 	Payment of Taxes and Other Claims	 	74
	 	Section 10.07.	 	Corporate Existence	 	74
	 	Section 10.08.	 	Waiver of Certain Covenants	 	74
	
 ARTICLE 11    REDEMPTION OF SECURITIES	
 	

75
	 	Section 11.01.	 	Applicability of Article	 	75
	 	Section 11.02.	 	Election to Redeem; Notice to Trustee	 	75
	 	Section 11.03.	 	Selection by Trustee of Securities to Be Redeemed	 	75
	 	Section 11.04.	 	Notice of Redemption	 	76
	 	Section 11.05.	 	Deposit of Redemption Price	 	77
	 	Section 11.06.	 	Securities Payable on Redemption Date	 	77
	 	Section 11.07.	 	Securities Redeemed in Part	 	78




iii







 


	 
	 	 
	 	Page

	 	Section 11.08.	 	Tax Redemption	 	78
	
 ARTICLE 12    SINKING FUNDS	
 	

79
	 	Section 12.01.	 	Applicability of Article	 	79
	 	Section 12.02.	 	Satisfaction of Sinking Fund Payments With Securities	 	79
	 	Section 12.03.	 	Redemption of Securities for Sinking Fund	 	80
	
 ARTICLE 13    REPAYMENT AT OPTION OF HOLDERS	
 	

81
	 	Section 13.01.	 	Applicability of Article	 	81
	 	Section 13.02.	 	Repayment of Securities	 	81
	 	Section 13.03.	 	Exercise of Option	 	81
	 	Section 13.04.	 	When Securities Presented for Repayment Become Due and Payable	 	82
	 	Section 13.05.	 	Securities Repaid in Part	 	83
	
 ARTICLE 14    DEFEASANCE AND COVENANT DEFEASANCE	
 	

83
	 	Section 14.01.	 	Company's Option to Effect Defeasance or Covenant Defeasance	 	83
	 	Section 14.02.	 	Defeasance and Discharge	 	83
	 	Section 14.03.	 	Covenant Defeasance	 	84
	 	Section 14.04.	 	Conditions to Defeasance or Covenant Defeasance	 	84
	 	Section 14.05.	 	Deposited Money and Government Obligations to Be Held in Trust; Other Miscellaneous Provisions	 	86
	 	Section 14.06.	 	Reinstatement	 	87
	
 ARTICLE 15    MEETINGS OF HOLDERS OF SECURITIES	
 	

87
	 	Section 15.01.	 	Purposes for Which Meetings May Be Called	 	87
	 	Section 15.02.	 	Call, Notice and Place of Meetings	 	88
	 	Section 15.03.	 	Persons Entitled to Vote at Meetings	 	88
	 	Section 15.04.	 	Quorum; Action	 	88
	 	Section 15.05.	 	Determination of Voting Rights; Conduct and Adjournment of Meetings	 	90
	 	Section 15.06.	 	Counting Votes and Recording Action of Meetings	 	90




iv











QuickLinks


RECITALS OF THE COMPANY

ARTICLE 1 DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

ARTICLE 2 SECURITY FORMS


ARTICLE THE SECURITIES


ARTICLE 4 SATISFACTION AND DISCHARGE

ARTICLE 5 REMEDIES

ARTICLE 6 THE TRUSTEE


ARTICLE 7 HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY

ARTICLE 8 CONSOLIDATION, AMALGAMATION, MERGER, CONVEYANCE, TRANSFER OR LEASE

ARTICLE 9 SUPPLEMENTAL INDENTURES

ARTICLE 10 COVENANTS

ARTICLE 11 REDEMPTION OF SECURITIES

ARTICLE 12 SINKING FUNDS

ARTICLE 13 REPAYMENT AT OPTION OF HOLDERS


ARTICLE 14 DEFEASANCE AND COVENANT DEFEASANCE

ARTICLE 15 MEETINGS OF HOLDERS OF SECURITIES


CELESTICA INC. Reconciliation and tie between Trust Indenture Act of 1939 and Indenture



TABLE OF CONTENTS