Exhibit 4.11


 




 





SEALY CORPORATION,


Issuer


 


to


 


 


·,


Trustee


 


 






 


INDENTURE


 






 


 


Dated as of ·


 


 


Debt Securities




 


 





 

















 


TABLE OF CONTENTS


 


	
   

  	
   

  	
  Page

  
	
   

  	
   

  	
   

  
	
  ARTICLE ONE
  DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

  	
  2

  
	
   

  	
   

  
	
  Section 101.

  	
  Definitions

  	
  2

  
	
  Section 102.

  	
  Compliance Certificates and
  Opinions

  	
  11

  
	
  Section 103.

  	
  Form of Documents Delivered
  to Trustee

  	
  11

  
	
  Section 104.

  	
  Acts of Holders

  	
  12

  
	
  Section 105.

  	
  Notices, etc., to Trustee and
  Company

  	
  14

  
	
  Section 106.

  	
  Notice to Holders of Securities;
  Waiver

  	
  14

  
	
  Section 107.

  	
  Language of Notices

  	
  15

  
	
  Section 108.

  	
  Conflict with Trust Indenture
  Act

  	
  15

  
	
  Section 109.

  	
  Effect of Headings and Table of
  Contents

  	
  15

  
	
  Section 110.

  	
  Successors and Assigns

  	
  15

  
	
  Section 111.

  	
  Separability Clause

  	
  16

  
	
  Section 112.

  	
  Benefits of Indenture

  	
  16

  
	
  Section 113.

  	
  Governing Law

  	
  16

  
	
  Section 114.

  	
  Legal Holidays

  	
  16

  
	
  Section 115.

  	
  Counterparts

  	
  16

  
	
  Section 116.

  	
  Judgment Currency

  	
  16

  
	
  Section 117.

  	
  Extension of Payment Dates

  	
  17

  
	
  Section 118.

  	
  Immunity of Shareholders,
  Directors, Officers and Agents of the Company

  	
  17

  
	
   

  	
   

  	
   

  
	
  ARTICLE TWO
  SECURITIES FORMS

  	
  18

  
	
   

  	
   

  
	
  Section 201.

  	
  Forms Generally

  	
  18

  
	
  Section 202.

  	
  Form of Trustee’s
  Certificate of Authentication

  	
  18

  
	
  Section 203.

  	
  Securities in Global Form

  	
  19

  
	
   

  	
   

  	
   

  
	
  ARTICLE THREE
  THE SECURITIES

  	
  20

  
	
   

  	
   

  
	
  Section 301.

  	
  Amount Unlimited; Issuable in
  Series

  	
  20

  
	
  Section 302.

  	
  Currency; Denominations

  	
  24

  
	
  Section 303.

  	
  Execution, Authentication,
  Delivery and Dating

  	
  24

  
	
  Section 304.

  	
  Temporary Securities

  	
  26

  
	
  Section 305.

  	
  Registration, Transfer and
  Exchange

  	
  27

  
	
  Section 306.

  	
  Mutilated, Destroyed, Lost and
  Stolen Securities

  	
  30

  
	
  Section 307.

  	
  Payment of Interest and Certain
  Additional Amounts; Rights to Interest and Certain Additional Amounts
  Preserved

  	
  32

  
	
  Section 308.

  	
  Persons Deemed Owners

  	
  33

  
	
  Section 309.

  	
  Cancellation

  	
  34

  



 


ii

















 


	
  Section 310.

  	
  Computation of Interest

  	
  34

  
	
   

  	
   

  	
   

  
	
  ARTICLE FOUR
  SATISFACTION AND DISCHARGE OF INDENTURE

  	
  35

  
	
   

  	
   

  
	
  Section 401.

  	
  Satisfaction and Discharge

  	
  35

  
	
  Section 402.

  	
  Defeasance and Covenant
  Defeasance

  	
  36

  
	
  Section 403.

  	
  Application of Trust Money

  	
  41

  
	
  Section 404.

  	
  Reinstatement

  	
  41

  
	
   

  	
   

  	
   

  
	
  ARTICLE FIVE
  REMEDIES

  	
  42

  
	
   

  	
   

  	
   

  
	
  Section 501.

  	
  Events of Default

  	
  42

  
	
  Section 502.

  	
  Acceleration of Maturity;
  Rescission and Annulment

  	
  44

  
	
  Section 503.

  	
  Collection of Indebtedness and
  Suits for Enforcement by Trustee

  	
  45

  
	
  Section 504.

  	
  Trustee May File Proofs of
  Claim

  	
  46

  
	
  Section 505.

  	
  Trustee May Enforce Claims
  without Possession of Securities or Coupons

  	
  47

  
	
  Section 506.

  	
  Application of Money Collected

  	
  47

  
	
  Section 507.

  	
  Limitations on Suits

  	
  48

  
	
  Section 508.

  	
  Unconditional Right of Holders
  to Receive Principal and any Premium, Interest and Additional Amounts

  	
  48

  
	
  Section 509.

  	
  Restoration of Rights and
  Remedies

  	
  49

  
	
  Section 510.

  	
  Rights and Remedies Cumulative

  	
  49

  
	
  Section 511.

  	
  Delay or Omission Not Waiver

  	
  49

  
	
  Section 512.

  	
  Control by Holders of Securities

  	
  49

  
	
  Section 513.

  	
  Waiver of Past Defaults

  	
  50

  
	
  Section 514.

  	
  Waiver of Usury, Stay or
  Extension Laws

  	
  50

  
	
  Section 515.

  	
  Undertaking for Costs

  	
  50

  
	
   

  	
   

  	
   

  
	
  ARTICLE SIX THE
  TRUSTEE

  	
  51

  
	
   

  	
   

  
	
  Section 601.

  	
  Certain Rights of Trustee

  	
  51

  
	
  Section 602.

  	
  Notice of Defaults

  	
  52

  
	
  Section 603.

  	
  Not Responsible for Recitals or
  Issuance of Securities

  	
  52

  
	
  Section 604.

  	
  May Hold Securities

  	
  53

  
	
  Section 605.

  	
  Money Held in Trust

  	
  53

  
	
  Section 606.

  	
  Compensation and Reimbursement

  	
  53

  
	
  Section 607.

  	
  Corporate Trustee Required;
  Eligibility

  	
  54

  
	
  Section 608.

  	
  Resignation and Removal;
  Appointment of Successor

  	
  54

  
	
  Section 609.

  	
  Acceptance of Appointment by
  Successor

  	
  56

  
	
  Section 610.

  	
  Merger, Conversion,
  Consolidation or Succession to Business

  	
  57

  
	
  Section 611.

  	
  Appointment of Authenticating
  Agent

  	
  57

  



 


iii

















 


	
  ARTICLE SEVEN
  HOLDERS LISTS AND REPORTS BY TRUSTEE AND COMPANY

  	
  59

  
	
   

  	
   

  
	
  Section 701.

  	
  Company to Furnish Trustee Names
  and Addresses of Holders

  	
  59

  
	
  Section 702.

  	
  Preservation of Information;
  Communications to Holders

  	
  60

  
	
  Section 703.

  	
  Reports by Trustee

  	
  60

  
	
  Section 704.

  	
  Reports by Company

  	
  60

  
	
   

  	
   

  	
   

  
	
  ARTICLE EIGHT
  CONSOLIDATION, MERGER AND SALES

  	
  61

  
	
   

  	
   

  
	
  Section 801.

  	
  Company May Consolidate,
  Etc., Only on Certain Terms

  	
  61

  
	
  Section 802.

  	
  Successor Person Substituted for
  Company

  	
  62

  
	
   

  	
   

  	
   

  
	
  ARTICLE NINE
  SUPPLEMENTAL INDENTURES

  	
  62

  
	
   

  	
   

  
	
  Section 901.

  	
  Supplemental Indentures without
  Consent of Holders

  	
  62

  
	
  Section 902.

  	
  Supplemental Indentures with
  Consent of Holders

  	
  64

  
	
  Section 903.

  	
  Execution of Supplemental Indentures

  	
  65

  
	
  Section 904.

  	
  Effect of Supplemental
  Indentures

  	
  66

  
	
  Section 905.

  	
  Reference in Securities to
  Supplemental Indentures

  	
  66

  
	
  Section 906.

  	
  Conformity with Trust Indenture
  Act

  	
  66

  
	
   

  	
   

  	
   

  
	
  ARTICLE TEN
  COVENANTS

  	
  66

  
	
   

  	
   

  
	
  Section 1001.

  	
  Payment of Principal, Premium,
  Interest and Additional Amounts

  	
  66

  
	
  Section 1002.

  	
  Maintenance of Office or Agency

  	
  66

  
	
  Section 1003.

  	
  Money for Securities Payments to
  Be Held in Trust

  	
  68

  
	
  Section 1004.

  	
  Additional Amounts

  	
  69

  
	
  Section 1005.

  	
  Legal Existence

  	
  69

  
	
  Section 1006.

  	
  Waiver of Certain Covenants

  	
  70

  
	
  Section 1007.

  	
  Company Statement as to
  Compliance

  	
  70

  
	
   

  	
   

  	
   

  
	
  ARTICLE ELEVEN
  REDEMPTION OF SECURITIES

  	
  70

  
	
   

  	
   

  
	
  Section 1101.

  	
  Applicability of Article

  	
  70

  
	
  Section 1102.

  	
  Election to Redeem; Notice to
  Trustee

  	
  70

  
	
  Section 1103.

  	
  Selection by Trustee of
  Securities to be Redeemed

  	
  71

  
	
  Section 1104.

  	
  Notice of Redemption

  	
  71

  
	
  Section 1105.

  	
  Deposit of Redemption Price

  	
  73

  
	
  Section 1106.

  	
  Securities Payable on Redemption
  Date

  	
  73

  
	
  Section 1107.

  	
  Securities Redeemed in Part

  	
  74

  



 


iv

















 


	
  ARTICLE TWELVE
  SINKING FUNDS

  	
  75

  
	
   

  	
   

  
	
  Section 1201.

  	
  Applicability of Article

  	
  75

  
	
  Section 1202.

  	
  Satisfaction of Sinking Fund
  Payments with Securities

  	
  75

  
	
  Section 1203.

  	
  Redemption of Securities for
  Sinking Fund

  	
  76

  
	
   

  	
   

  	
   

  
	
  ARTICLE
  THIRTEEN REPAYMENT AT THE OPTION OF HOLDERS

  	
  76

  
	
   

  	
   

  
	
  Section 1301.

  	
  Applicability of Article

  	
  76

  
	
   

  	
   

  	
   

  
	
  ARTICLE
  FOURTEEN SECURITIES IN FOREIGN CURRENCIES

  	
  77

  
	
   

  	
   

  
	
  Section 1401.

  	
  Applicability of Article

  	
  77

  
	
   

  	
   

  	
   

  
	
  ARTICLE FIFTEEN
  MEETINGS OF HOLDERS OF SECURITIES

  	
  77

  
	
   

  	
   

  
	
  Section 1501.

  	
  Purposes for Which Meetings
  May Be Called

  	
  77

  
	
  Section 1502.

  	
  Call, Notice and Place of
  Meetings

  	
  77

  
	
  Section 1503.

  	
  Persons Entitled to Vote at
  Meetings

  	
  78

  
	
  Section 1504.

  	
  Quorum; Action

  	
  78

  
	
  Section 1505.

  	
  Determination of Voting Rights;
  Conduct and Adjournment of Meetings

  	
  79

  
	
  Section 1506.

  	
  Counting Votes and Recording
  Action of Meetings

  	
  80

  
	
   

  	
   

  	
   

  
	
  ARTICLE SIXTEEN
  SECURITY

  	
  80

  
	
   

  	
   

  	
   

  
	
  Section 1601.

  	
  Security

  	
  80

  



 


v

















 


INDENTURE, dated as of ·,
200· (the “Indenture”), between Sealy Corporation, a
corporation duly organized and existing under the laws of the State of Delaware
(hereinafter called the “Company”), having its principal executive office
located at Sealy Drive, One Office Parkway, Trinity, North Carolina, 27370 and ·
(hereinafter called the “Trustee”).


 


RECITALS


 


The Company has duly authorized the execution and
delivery of this Indenture to provide for the issuance from time to time of
senior  unsecured and secured debentures,
notes or other evidences of indebtedness (hereinafter called the “Securities”),
unlimited as to principal amount, to bear such rates of interest, to mature at
such time or times, to be issued in one or more series and to have such other
provisions as shall be fixed as hereinafter provided.


 


The Company has duly authorized the execution and
delivery of this Indenture.  All things
necessary to make this Indenture a valid agreement of the Company, in
accordance with its terms, have been done.


 


This Indenture is subject to the provisions of the
Trust Indenture Act of 1939, as amended, and the rules and regulations of
the Securities and Exchange Commission promulgated thereunder that are required
to be part of this Indenture and, to the extent applicable, shall be governed
by such provisions.


 


NOW, THEREFORE, THIS
INDENTURE WITNESSETH:


 


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


 


1

















 


ARTICLE
ONE




DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION


 


Section 101.                              Definitions.


 


Except as otherwise expressly provided in or pursuant
to this Indenture or unless the context otherwise requires, for all purposes of
this Indenture:


 


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


 


(2)           all
other terms used herein which are defined in the Trust Indenture Act either
directly or by reference therein, have the meanings assigned to them therein;


 


(3)           all
accounting terms not otherwise defined herein have the meanings assigned to
them in accordance with GAAP;


 


(4)           the
words “herein”, “hereof”, “hereto” 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;


 


(5)           the
word “or” is always used inclusively (for example, the phrase “A or B” means “A
or B or both”, not “either A or B but not both”);


 


(6)           provisions
apply to successive events and transactions;


 


(7)           the
term “merger” includes a statutory share exchange and the terms “merge” and “merged”
have correlative meanings;


 


(8)           the
masculine gender includes the feminine and the neuter; and


 


(9)           references
to agreements and other instruments include subsequent amendments and
supplements thereto.


 


Certain terms used principally in certain Articles
hereof are defined in those Articles.


 


Except as otherwise expressly provided in or pursuant
to this Indenture, for all purposes of this Indenture, references to the
conversion or exchange of any Securities for or into other securities or
property shall not include the exchange of Securities of any series for other
Securities of the same series.


 


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


 


“Additional Amounts” means any additional amounts
which are required by this Indenture or by any Security, or by the terms of any
Security established pursuant to Section 301, under circumstances
specified herein or therein, to be paid by the Company in respect of certain 


 


2

















 


taxes, duties, levies,
imposts, assessments or other governmental charges imposed on Holders specified
herein or therein.


 


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


 


“Authenticating Agent” means any Person authorized by
the Trustee pursuant to Section 611 to act on behalf of the Trustee to
authenticate Securities of one or more series.


 


“Authorized Newspaper” means a newspaper, in an
official language of the place of publication or in the English language,
customarily published on each day that is a Business Day in the place of
publication, whether or not published on days that are not Business Days in the
place of publication, 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 place meeting the foregoing
requirements and in each case on any day that is a Business Day in the place of
publication.


 


“Bankruptcy Law” means Title 11, U.S. Code or any
similar federal, state, or foreign law for the relief of debtors.


 


“Bearer Security” means any Security in the form
established pursuant to Section 201 which is payable to bearer.


 


“Board of Directors” means the board of directors of
the Company or any committee of that board duly authorized to act generally or
in any particular respect for the Company hereunder.  The term “board of directors” means the board
of directors of the Company and does not include committees of the board of
directors.


 


“Board Resolution” means a copy of one or more
resolutions, 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, delivered to the Trustee.


 


“Business Day” means, unless otherwise specified with
respect to the Securities of any series pursuant to Section 301, any day
other than a Saturday, Sunday or other day on which banking institutions in The
City of New York are authorized or obligated by law, regulation or executive
order to close; provided that such term shall mean, when used with respect to
any payment of principal of, or premium or interest, if any, on, or Additional
Amounts with respect to, the Securities of any series to be made at any Place
of Payment for such Securities, unless otherwise specified pursuant to Section 301
with respect to such Securities, any day other than a Saturday, Sunday or other
day on which banking institutions in such Place of Payment are authorized or
obligated by law, regulation or executive order to close.


 


3

















 


“Commission” means the Securities and Exchange
Commission, as from time to time constituted, 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.


 


“Common Shares” means the common shares of the Company
as such common shares exist on the date of this Indenture or shares of any
class or classes resulting from any reclassification or reclassifications
thereof and which have no preference in respect of dividends or similar
distributions or of amounts payable in the event of any voluntary or
involuntary liquidation, dissolution or winding up of the Company and which are
not subject to redemption by the Company; provided that,
solely in the case of any Securities that are convertible into Common Shares,
unless otherwise provided pursuant to Section 301 with respect to the
Securities of such series, if at any time there shall be more than one such
resulting class, the shares of each such class then so issuable on conversion
of such Securities shall be substantially in the proportion which the total
number of shares of such class resulting from all such reclassifications bears
to the total number of shares of all such classes resulting from all such
reclassifications.


 


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


 


“Company Request” and “Company Order” mean,
respectively, a written request or order, as the case may be, signed in the
name of the Company by the Chairman, the Chief Executive Officer, the
President, the Chief Financial Officer or a Vice President and by the
Treasurer, an Assistant Treasurer, the Secretary or an Assistant Secretary of
the Company, and delivered to the Trustee.


 


“Conversion Event” means (i) with respect to any
Foreign Currency other than the Euro, the cessation of use of such Foreign
Currency both by the government of the country or the confederation which
issued such Foreign Currency and for the settlement of transactions by a
central bank or other public institutions of or within the international banking
community or (ii) in the case of the Euro, the cessation of use of the
Euro both within the European Monetary System and for the settlement of
transactions by public institutions of or within the European Union.


 


“Corporate Trust Office” means the principal corporate
trust office of the Trustee at which at any particular time its corporate trust
business shall be administered, which office at the date of this Indenture is
located at ·.


 


The term “Corporation” includes corporations,
partnerships, associations, limited liability companies and other companies,
and business trusts.  The term “corporation”
means a corporation and does not include partnerships, associations, limited
liability companies or other companies or business trusts.


 


“Coupon” means any interest coupon appertaining to a
Bearer Security.


 


4

















 


“Currency”, with respect to any payment, deposit or
other transfer in respect of the principal of or any premium or interest on or
any Additional Amounts with respect to any Security, means Dollars or the
Foreign Currency, as the case may be, in which such payment, deposit or other
transfer is required to be made by or pursuant to the terms hereof or such
Security and, with respect to any other payment, deposit or transfer pursuant
to or contemplated by the terms hereof or such Security, means Dollars.


 


“CUSIP number” means the alphanumeric designation
assigned to a Security by Standard & Poor’s, CUSIP Service Bureau.


 


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


 


“Depository” means, with respect to any Security
issuable or issued in the form of one or more global Securities, the Person
designated as depository by the Company in or pursuant to this Indenture, and,
unless otherwise provided with respect to any Security, any successor to such
Person.  If at any time there is more
than one such Person, “Depository” shall mean, with respect to any Securities,
the depository which has been appointed with respect to such Securities.


 


“Dollars” or “$” means a dollar or other equivalent
unit of legal tender for payment of public or private debts in the United
States of America.


 


“Euro” means the currency introduced at the start of
the third stage of European economic and monetary union pursuant to the Treaty
establishing European Community, as amended by the Treaty on European Union.


 


“European Monetary System” means the European Monetary
System established by the Resolution of December 5, 1978 of the Council of
the European Community.


 


“European Union” means the participating member states
that adopt a single currency in accordance with the Treaty establishing the
European Community, as amended by the Treaty on European Union.


 


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


 


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


 


“Foreign Currency” means any currency, currency unit
or composite currency, including, without limitation, the Euro, issued by the
government of one or more countries other than the United States of America or
by any recognized confederation or association of such governments.


 


“GAAP” and “generally accepted accounting principles”
mean, unless otherwise specified with respect to any series of Securities
pursuant to Section 301, such accounting principles as are generally
accepted in the United States of America as of the date or time of any
computation required hereunder.


 


5














 


“Government Obligations” means securities which are (i) direct
obligations of the United States of America or the other government or
governments in the confederation which issued the Foreign Currency in which the
principal of or any premium or interest on the relevant Security or any
Additional Amounts in respect thereof shall be payable, in each case where the
payment or payments thereunder are supported by the full faith and credit of
such government or governments or (ii) obligations of a Person controlled
or supervised by and acting as an agency or instrumentality of the United
States of America or such other government or governments, in each case where
the timely payment or payments thereunder are unconditionally guaranteed as a
full faith and credit obligation by the United States of America or such other
government or governments, and which, in the case of (i) or (ii), are not
callable or redeemable at the option of the issuer or issuers 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 or other amount with respect to 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 on or principal
of or other amount with respect to the Government Obligation evidenced by such
depository receipt.


 


“Holder”, in the case of any Registered Security,
means the Person in whose name such Security is registered in the Security
Register and, in the case of any Bearer Security, means the bearer thereof and,
in the case of any Coupon, means the bearer thereof.


 


“Indenture” means 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, with respect to any Security, by the terms and
provisions of such Security and any Coupon appertaining thereto, established
pursuant to Section 301 (as such terms and provisions may be amended
pursuant to the applicable provisions hereof), 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 those particular series of Securities for which such
Person is Trustee established pursuant to Section 301, 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.


 


“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”, with respect to any Original Issue
Discount Security which by its terms bears interest only after Maturity, means
interest payable after Maturity.


 


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


 


6

















 


“Judgment Currency” has the meaning specified in Section 116.


 


“Maturity”, 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 provided in or pursuant to this Indenture or such
Security, whether at the Stated Maturity or by declaration of acceleration,
upon redemption at the option of the Company, upon repurchase or repayment at
the option of the Holder or otherwise, and includes a Redemption Date for such
Security and a date fixed for the repurchase or repayment of such Security at
the option of the Holder.


 


“New York Banking Day” has the meaning specified in Section 116.


 


“Non-recourse Debt” means any indebtedness the terms
of which provide that the claim for repayment of such indebtedness by the
holder thereof is limited solely to a claim against the property or assets
(including, without limitation, securities or interests in securities) that
secure such indebtedness; provided, however, that any obligations or
liabilities of the debtor or obligor or any other person solely for
indemnities, covenants or breaches of warranties, representations or covenants
or similar matters in respect of any indebtedness will not prevent such
indebtedness from constituting Non-recourse Debt.


 


“Office” or “Agency”, with respect to any Securities,
means an office or agency of the Company maintained or designated in a Place of
Payment for such Securities pursuant to Section 1002 or any other office
or agency of the Company maintained or designated for such Securities pursuant
to Section 1002 or, to the extent designated or required by Section 1002
in lieu of such office or agency, the Corporate Trust Office of the Trustee.


 


“Officers’ Certificate” means a certificate signed by
the Chairman, the Chief Executive Officer, the President, the Chief Financial
Officer or a Vice President and by the Treasurer, an Assistant Treasurer, the
Secretary or an Assistant Secretary of the Company, that complies with the
requirements of Section 314(e) of the Trust Indenture Act and is
delivered to the Trustee.


 


“Opinion of Counsel” means a written opinion of
counsel, who may be an employee of or counsel for the Company or other counsel
who shall be reasonably acceptable to the Trustee, that, if required by the
Trust Indenture Act, complies with the requirements of Section 314(e) of
the Trust Indenture Act.


 


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


 


“Outstanding”, when used with respect to any
Securities, means, as of the date of determination, all such Securities
theretofore authenticated and delivered under this Indenture, except:


 


(a)                                 any
such Security theretofore cancelled by the Trustee or the Security Registrar or
delivered to the Trustee or the Security Registrar for cancellation;


 


7

















 


(b)                                any
such Security for whose payment at the Maturity thereof money in the necessary
amount (or, to the extent that such Security is payable at such Maturity in
Common Shares or other securities or property, Common Shares or such other
securities or property in the necessary amount, together with, if applicable,
cash in lieu of fractional shares or securities) has been theretofore deposited
pursuant hereto (other than pursuant to Section 402) 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;


 


(c)                                 any
such Security with respect to which the Company has effected defeasance or
covenant defeasance pursuant to Section 402, except to the extent provided
in Section 402;


 


(d)                                any
such Security which has been paid pursuant to Section 306 or in exchange
for or in lieu of which other Securities have been authenticated and delivered
pursuant to this Indenture, unless there shall have been presented to the
Trustee proof satisfactory to it that such Security is held by a bona fide
purchaser in whose hands such Security is a valid obligation of the Company;
and


 


(e)                                 any
such Security converted or exchanged as contemplated by this Indenture into
Common Shares or other securities or property, if the terms of such Security
provide for such conversion or exchange pursuant to Section 301;


 


provided, however, that in
determining whether the Holders of the requisite principal amount of
Outstanding Securities have given any request, demand, authorization,
direction, notice, consent or waiver hereunder or are present at a meeting of
Holders of Securities for quorum purposes, (i) the principal amount of an
Original Issue Discount Security that may be counted in making such
determination and that shall be deemed to be Outstanding for such purposes
shall be equal to the amount of the principal thereof that pursuant to the
terms of such Original Issue Discount Security would be declared (or shall have
been declared to be) due and payable upon a declaration of acceleration thereof
pursuant to Section 502 at the time of such determination, and (ii) the
principal amount of any Indexed Security that may be counted in making such
determination 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 in or pursuant to this Indenture, and (iii) the
principal amount of a Security denominated in a Foreign Currency that may be
counted in making such determination and that shall be deemed Outstanding for
such purposes shall be the Dollar equivalent, determined on the date of
original issuance of such Security, of the principal amount (or, in the case of
an Original Issue Discount Security, the Dollar equivalent on the date of
original issuance of such Security of the amount determined as provided in (i) above)
of such Security, and (iv) Securities owned by the Company 


 


8

















 


or any other obligor upon the Securities, or any
Affiliate of the Company or such other obligor shall be disregarded and deemed
not to be Outstanding, except that, in determining whether the Trustee shall be
protected in making any such determination or relying upon any such request,
demand, authorization, direction, notice, consent or waiver, only Securities
which a Responsible Officer of the Trustee knows to be so owned shall be so
disregarded.  Securities so owned which
shall have been pledged in good faith may be regarded as Outstanding if the
pledgee establishes to the satisfaction of the Trustee (A) the pledgee’s
right so to act with respect to such Securities and (B) that the pledgee
is not the Company or any other obligor upon the Securities or any Coupons
appertaining thereto or an Affiliate (other than a Trust) of the Company of the
Securities or such other obligor.


 


“Paying Agent” means any Person authorized by the
Company to pay the principal of, or any premium or interest on, or any
Additional Amounts with respect to, any Security or any Coupon on behalf of the
Company.


 


“Person” and “person” mean any individual, Corporation
joint venture, joint-stock company, trust, unincorporated organization or
government or any agency or political subdivision thereof.


 


“Place of Payment”, with respect to any Security,
means the place or places where the principal of, or any premium or interest on,
or any Additional Amounts with respect to such Security are payable as provided
in or pursuant to this Indenture or such Security.


 


“Predecessor Security” of any particular Security
means every previous Security evidencing all or a portion of the same indebtedness
as that evidenced by such particular Security; and, for the purposes of this
definition, any Security authenticated and delivered under Section 306 in
exchange for or in lieu of a lost, destroyed, mutilated or stolen Security or
any Security to which a mutilated, destroyed, lost or stolen Coupon appertains
shall be deemed to evidence the same indebtedness as the lost, destroyed,
mutilated or stolen Security or the Security to which a mutilated, destroyed,
lost or stolen Coupon appertains.


 


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


 


“Redemption Price”, with respect to any Security or
portion thereof to be redeemed, means the price at which it is to be redeemed
as determined by or pursuant to this Indenture or such Security.


 


“Registered Security” means any Security established
pursuant to Section 201 which is registered in the Security Register.


 


“Regular Record Date” for the interest payable on any
Registered Security on any Interest Payment Date therefor means the date, if
any, specified in or pursuant to this Indenture or such Security as the record
date for the payment of such interest.


 


“Required Currency” has the meaning specified in Section 116.


 


9

















 


“Responsible Officer” means any officer of the Trustee
in its Corporate Trust Office having direct responsibility for matters
pertaining to this Indenture and also means, with respect to a particular
corporate trust matter, any other officer or employee of the Trustee to whom
such matter is referred because of his or her knowledge of and familiarity with
the particular subject.


 


“Securities Act” means the Securities Act of 1933, as
amended, or any successor thereto, in each case as amended from time to time.


 


“Security” or “Securities” means any note or notes,
bond or bonds, debenture or debentures, or any other evidences of indebtedness,
as the case may be, 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 mean Securities authenticated and delivered under
this Indenture, exclusive, however, of Securities of any series as to which
such Person is not Trustee.


 


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


 


“Significant Subsidiary” means, as of any date of
determination, a Subsidiary of the Company that would constitute a “significant
subsidiary,” as such term is defined under Rule 1-02(w) of Regulation
S-X of the Commission as in effect on the date of this Indenture.


 


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


 


“Stated Maturity”, with respect to any Security or any
installment of principal thereof or interest thereon or any Additional Amounts
with respect thereto, means the date established by or pursuant to this
Indenture or such Security as the fixed date on which the principal of such
Security or such installment of principal or interest is, or such Additional
Amounts are, due and payable.


 


“Subsidiary” means, with respect to any Person, (i) any
corporation, association or other business entity of which more than 50% of the
total voting power of shares of capital stock or other equity interests
entitled (without regard to the occurrence of any contingency) to vote in the
election of directors, managers or trustees thereof is at the time owned or
controlled, directly or indirectly, by such Person or one or more of the other
Subsidiaries of such Person (or a combination thereof) and (ii) any
partnership (a) the sole general partner or managing general partner of
which is such Person or a Subsidiary of such Person or (b) the only
general partners of which are such Person or one or more Subsidiaries of such
Person (or any combination thereof).


 


“Trust Indenture Act” means the Trust Indenture Act of
1939, as amended, and any reference herein to the Trust Indenture Act or a
particular provision thereof shall mean such Act or provision, as the case may
be, as amended or replaced from time to time or as supplemented from time to
time by rules or regulations adopted by the Commission under or in
furtherance of the purposes of such Act or provision, as the case may be.


 


“Trustee” means the Person named as the “Trustee” in
the first paragraph of this instrument until a successor Trustee shall have
become such with respect to one or more series of 


 


10

















 


Securities pursuant to
the applicable provisions of this Indenture, and thereafter “Trustee” shall
mean each Person who is then a Trustee hereunder; provided,
however, that if at any time there is more than one such Person, “Trustee”
shall mean each such Person and as used with respect to the Securities of any
series shall mean the Trustee with respect to the Securities of such series.


 


“United States”, means the United States of America
(including the states thereof and the District of Columbia), its territories,
its possessions and other areas subject to its jurisdiction; and the term “United
States of America” means the United States of America.


 


“United States Alien”, except as otherwise provided in
or pursuant to this Indenture or any Security, means any Person who, for United
States Federal income tax purposes, is a foreign corporation, a non-resident
alien individual, a non-resident alien fiduciary of a foreign estate or trust,
or a foreign partnership one or more of the members of which is, for United
States Federal income tax purposes, a foreign corporation, a non-resident alien
individual or a non-resident alien fiduciary of a foreign estate or trust.


 


“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”.


 


Section 102.                              Compliance Certificates and Opinions.


 


Except as otherwise expressly provided in or pursuant
to this Indenture, upon any application or request by the Company to the
Trustee to take any action under any provision of this Indenture, the Company
shall furnish to the Trustee an Officers’ Certificate stating that all
conditions precedent, if any, provided for in this Indenture relating to the
proposed action have been complied with and an Opinion of Counsel stating that,
in the opinion of such counsel, all such conditions precedent, 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 or any of them is specifically
required by any provision of this Indenture relating to such particular application
or request, no additional certificate or opinion need be furnished.


 


Section 103.                              Form of Documents Delivered to Trustee.


 


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


 


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


 


11

















 


Company unless such
counsel knows, or in the exercise of reasonable care should know, that the
certificate, 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 or any Security, they may,
but need not, be consolidated and form one instrument.


 


Section 104.                              Acts of Holders.


 


(1)           Any request, demand,
authorization, direction, notice, consent, waiver or other action provided by
or pursuant to this Indenture to be made, given or taken by Holders may be
embodied in and evidenced by one or more instruments of substantially similar
tenor signed by such Holders in person or by an agent duly appointed in
writing.  If, but only if, Securities of
a series are issuable as Bearer Securities, any request, demand, authorization,
direction, notice, consent, waiver or other action provided in or pursuant to
this Indenture to be made, given or taken by Holders of Securities of such
series may, alternatively, be embodied in and evidenced by the record of
Holders of Securities of such series voting in favor thereof, either in person
or by proxies duly appointed in writing, at any meeting of Holders of
Securities of such series duly called and held in accordance with the
provisions of Article Fifteen, or a combination of such 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.  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 (subject to Section 315 of the Trust
Indenture Act) conclusive in favor of the Trustee and the Company and any agent
of the Trustee or the Company, if made in the manner provided in this
Section.  The record of any meeting of
Holders of Securities shall be proved in the manner provided in Section 1506.


 


Without limiting the generality of this Section 104,
unless otherwise provided in or pursuant to this Indenture, a Holder, including
a Depository that is a Holder of a global Security, may make, give or take, by
a proxy or proxies, duly appointed in writing, any request, demand,
authorization, direction, notice, consent, waiver or other Act provided in or
pursuant to this Indenture or the Securities to be made, given or taken by
Holders, and a Depository that is a Holder of a global Security may provide its
proxy or proxies to the beneficial owners of interests in any such global
Security through such Depository’s standing instructions and customary
practices.


 


(2)           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 and in accordance with
such reasonable rules as the Trustee may determine; and the Trustee may in
any instance require further proof with respect to any of the matters referred
to in this Section.


 


12

















 


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


 


(4)           The ownership,
principal amount and serial numbers of Bearer Securities held by any Person,
and the date of the commencement and the date of the termination 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 reasonably acceptable to the Company, wherever situated, if
such certificate shall be deemed by the Company and 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 Company and 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
ownership, principal amount and serial numbers of Bearer Securities held by the
Person so executing such instrument or writing and the date of the commencement
and the date of the termination of holding the same may also be proved in any
other manner which the Company and the Trustee deem sufficient.


 


(5)           If the Company shall
solicit from the Holders of any Registered Securities any request, demand,
authorization, direction, notice, consent, waiver or other Act, the Company may
at its option (but is not obligated to), by Board Resolution fix in advance a
record date for the determination of Holders of Registered Securities entitled
to give such request, demand, authorization, direction, notice, consent, waiver
or other Act.  If such a record date is
fixed, such request, demand, authorization, direction, notice, consent, waiver
or other Act may be given before or after such record date, but only the
Holders of Registered Securities of record at the close of business on such
record date shall be deemed to be Holders for the purpose 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 of Registered
Securities shall be deemed effective unless it shall become effective pursuant
to the provisions of this Indenture not later than six months after the record
date.


 


(6)           Any request, demand,
authorization, direction, notice, consent, waiver or other Act by 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 or suffered to
be done by the Trustee, any Security Registrar, any Paying Agent or the Company
in reliance thereon, whether or not notation of such Act is made upon such
Security.


 


13

















 


Section 105.                              Notices, etc., to Trustee and Company.


 


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


 


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


 


(2)           the
Company by the Trustee or any Holder shall be sufficient for every purpose
hereunder (unless otherwise herein expressly provided) if in writing and
mailed, first-class postage prepaid, to the Company addressed to the attention
of its Chief Financial Officer at the address of the Company’s principal office
specified in the first paragraph of this instrument or at any other address
previously furnished in writing to the Trustee by the Company.


 


Section 106.                              Notice to Holders of Securities; Waiver.


 


Except as otherwise expressly provided in or pursuant
to this Indenture, where this Indenture provides for notice to Holders of
Securities of any event,


 


(1)           such
notice shall be sufficiently given to Holders of Registered Securities if in
writing and mailed, first-class postage prepaid, to each Holder of a Registered
Security affected by such event, at his 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; and


 


(2)           such
notice shall be sufficiently given to Holders of Bearer Securities, if any, if
published in an Authorized Newspaper in The City of New York and, if such
Securities are then listed on any stock exchange outside the United States, in
an Authorized Newspaper in such city as the Company shall advise the Trustee
that such stock exchange so requires, on a Business Day at least twice, the
first such publication to be not earlier than the earliest date and the second
such publication not later than the latest 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 of a Registered
Security 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 herein. 
Any notice which is mailed in the manner herein provided shall be
conclusively presumed to have been duly given or provided.  In the case by reason of the suspension of
regular mail service or by reason of any other cause it shall be impracticable
to give such notice by mail, then such notification as shall be made with the
approval of the Trustee shall constitute a sufficient notification for every
purpose hereunder.


 


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 


 


14

















 


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 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 any notice mailed to Holders of
Registered Securities as provided above.


 


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 of Securities
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.


 


Anything herein to
the contrary notwithstanding, unless otherwise expressly stated in this
Indenture or pursuant to Section 301 with respect to the Securities of any
series, if a Depository or its nominee is the Holder of any Security, then any
notice given to such Depository or its nominee, as the case may be, in respect
of such Security may be given electronically in accordance with the procedures
of such Depository as in effect from time to time in lieu of giving notice to
such Depository or such nominee, as the case may be, by mail and all references
in this Indenture to the mailing of any such notice shall be deemed to mean,
solely as concerns the notice given to such Depository or its nominee, as the
case may be, the electronic transmission of such notice as aforesaid, mutatis mutandis.


 


Section 107.                              Language of Notices.


 


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


 


Section 108.                              Conflict with Trust Indenture Act.


 


If any provision hereof limits, qualifies or conflicts
with any duties under any required provision of the Trust Indenture Act imposed
hereon by Section 318(c) thereof, such required provision shall
control.


 


Section 109.                              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 110.                              Successors and Assigns.


 


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


 


15














 


Section 111.                                Separability Clause.


 


In case any provision in this Indenture, any Security or any Coupon
shall be invalid, illegal or unenforceable, the validity, legality and
enforceability of the remaining provisions shall not, to the fullest extent
permitted by law, in any way be affected or impaired thereby.


 


Section 112.                                Benefits of Indenture.


 


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


 


Section 113.                                Governing Law.


 


This Indenture, the Securities and any Coupons shall be governed by and
construed in accordance with the laws of the State of New York applicable to
agreements made or instruments entered into and, in each case, performed in
said State.


 


Section 114.                                Legal Holidays.


 


Unless otherwise specified in or pursuant to this Indenture or any
Securities, in any case where any Interest Payment Date, Stated Maturity or
Maturity of, or any other day on which a payment is due with respect to, any
Security shall be a day which is not a Business Day at any Place of Payment,
then (notwithstanding any other provision of this Indenture, any Security or
any Coupon other than a provision in any Security or Coupon or in the Board
Resolution, Officers’ Certificate or supplemental indenture establishing the
terms of any Security that specifically states that such provision shall apply
in lieu hereof) payment need not be made at such Place of Payment on such date,
but such payment may be made on the next succeeding day that is a Business Day
at such Place of Payment with the same force and effect as if made on the
Interest Payment Date, at the Stated Maturity or Maturity or on any such other
payment date, as the case may be, and no interest shall accrue on the amount
payable on such date or at such time for the period from and after such Interest
Payment Date, Stated Maturity, Maturity or other payment date, as the case may
be, to the next succeeding Business Day.


 


Section 115.                                Counterparts.


 


This Indenture may be executed in several counterparts, each of which
shall be an original and all of which shall constitute but one and the same
instrument.


 


Section 116.                                Judgment Currency.


 


The Company agrees to the fullest extent that it may effectively do so
under applicable law, that (a) if for the purpose of obtaining judgment
against it in any court, it is necessary to convert the sum due in respect of
the principal of, or premium or interest, if any, or Additional Amounts on the
Securities of any series (the “Required Currency”) into a currency in which a
judgment will be rendered (the “Judgment Currency”), the rate of exchange used
shall be the rate at which in accordance with normal banking procedures the
Trustee could purchase in The City 


 


16

















 


of New York the Required Currency with the Judgment
Currency on the New York Banking Day preceding that on which a final
unappealable judgment is given and (b) its obligations under this
Indenture to make payments in the Required Currency (i) shall not be
discharged or satisfied by any tender, or any recovery pursuant to any judgment
(whether or not entered in accordance with clause (a)), in any currency other
than the Required Currency, except to the extent that such tender or recovery
shall result in the actual receipt, by the payee, of the full amount of the
Required Currency expressed to be payable in respect of such payments, (ii) shall
be enforceable as an alternative or additional cause of action for the purpose
of recovering in the Required Currency the amount, if any, by which such actual
receipt shall fall short of the full amount of the Required Currency so
expressed to be payable and (iii) shall not be affected by judgment being
obtained for any other sum due under this Indenture.  For purposes of the foregoing, “New York
Banking Day” means any day except a Saturday, Sunday or a legal holiday in The
City of New York or a day on which banking institutions in The City of New York
are authorized or obligated by law, regulation or executive order to be
closed.  The provisions of this Section 116
shall not be applicable with respect to any payment due on a Security which is
payable in Dollars.


 


Section 117.                                Extension of Payment Dates.


 


In the event that (i) the terms of any Security or Coupon
appertaining thereto established in or pursuant to this Indenture permit the
Company or any Holder thereof to extend the date on which any payment of
principal of, or premium, if any, or interest, if any, on, or Additional
Amounts, if any, with respect to such Security or Coupon is due and payable and
(ii) the due date for any such payment shall have been so extended, then
all references herein to the Stated Maturity of such payment (and all
references of like import) shall be deemed to refer to the date as so extended.


 


Section 118.                                Immunity of Shareholders, Directors, Officers and Agents of the
Company.


 


No recourse under or upon any obligation, covenant or agreement
contained in this Indenture or in any Security, or because of any indebtedness
evidenced thereby, or for any claim based thereon or otherwise in respect
thereof, shall be had against any past, present or future shareholder,
incorporator, employee, officer or director, as such, of the Company or any
predecessor or successor to the Company, either directly or through the Company
or any such predecessor or successor, under any rule of law, statute or
constitutional provision or by the enforcement of any assessment or by any
legal or equitable proceeding or otherwise, all such liability being expressly
waived and released by the acceptance of the Securities by the Holders and as
part of the consideration for the issue of the Securities; it being expressly
understood that, without limitation to the foregoing, this Indenture, the
Securities and the obligations created hereunder and thereunder are solely
corporate, limited liability company, partnership, limited partnership or
similar obligations, as the case may be, of the Company and that no such
personal liability whatever shall attach to, or is or shall be incurred by, any
past, present or future shareholder, incorporator, employee, officer or
director, as such, of the Company or any of their respective predecessors or
successors, or any of them, because of the creation of the indebtedness hereby
authorized, or under or by reason of the obligations, covenants or agreements
contained in this Indenture or in any Security or implied herefrom or therefrom
and that any and all such personal liability of every type and nature, either
at common law or in equity or by constitution 


 


17

















 


or statute, of, and any and all such rights and claims
against, every such past, present or future shareholder, incorporator,
employee, officer or director, as such, because of the creation of the
indebtedness hereby authorized, or under or by reason of the obligations,
covenants or agreements contained in this Indenture or in any Security or
implied herefrom or therefrom, are hereby expressly waived and released as a
condition of, and as a consideration for, the execution of this Indenture and
the issuance of the Securities.  As used
in this Section 118, all references to “shareholders” shall be deemed to
mean, with respect to any Person, any 
past, present or future holder or owner of an equity interest in such
Person, including, without limitation, owners or holders of capital stock,
limited or general partnership interests and limited liability company
interests.


 


ARTICLE
TWO


 


SECURITIES
FORMS


 


Section 201.                                Forms Generally.


 


Each Registered Security, Bearer Security, Coupon and temporary or permanent
global Security issued pursuant to this Indenture shall be in the form
established by or pursuant to a Board Resolution and set forth in an Officers’
Certificate, or established in one or more indentures supplemental hereto,
shall have such appropriate insertions, omissions, substitutions and other
variations as are required or permitted by or pursuant to this Indenture or any
indenture supplemental hereto and may have such letters, numbers or other marks
of identification and such legends or endorsements placed thereon as may,
consistently herewith, be determined by any officer of the Company executing
such Security or Coupon as evidenced by the execution of such Security or
Coupon.


 


Unless otherwise provided in or pursuant to this Indenture or any
Securities, the Securities shall be issuable in registered form without
Coupons.


 


Definitive Securities and definitive Coupons shall be printed,
lithographed or engraved or produced by any combination of these methods on a
steel engraved border or steel engraved borders or may be produced in any other
manner, all as determined by the officers of the Company executing such
Securities or Coupons, as evidenced by their execution of such Securities or
Coupons.


 


Section 202.                                Form of Trustee’s Certificate of Authentication.


 


Subject to Section 611, the Trustee’s certificate of
authentication shall be in substantially the following form:


 


18

















 


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


 


	
   

  	
  ·,

  
	
   

  	
   as Trustee

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Authorized Signatory

  



 


Section 203.                                Securities in Global Form.


 


Unless otherwise provided in or pursuant to this Indenture or any
Securities, the Securities shall not be issuable in global form.  If Securities of a series shall be issuable
in temporary or permanent global form, any such Security may provide that it or
any number of such Securities shall represent the aggregate amount of all
Outstanding Securities of such series (or such lesser amount as is permitted by
the terms thereof) from time to time endorsed thereon or reflected on the books
and records of the Trustee and may also provide that the aggregate amount of
Outstanding Securities represented thereby may from time to time be increased
or reduced to reflect exchanges.  Any
endorsement of any Security in global form 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 in such manner and by
such Person or Persons as shall be specified therein or pursuant to Section 301
with respect to such Security or in the Company Order to be delivered pursuant
to Section 303 or 304 with respect thereto.  Subject to the provisions of Section 303
and, if applicable, Section 304, the Trustee shall deliver and redeliver
any Security in global form in the manner and upon instructions given by the
Person or Persons specified therein or pursuant to Section 301 with
respect to such Security or in the applicable Company Order.  If a Company Order pursuant to Section 303
or 304 has been, or simultaneously is, delivered, any instructions by the
Company with respect to a Security in global form shall be in writing but need
not be accompanied by or contained in an Officers’ Certificate and need not be
accompanied by an Opinion of Counsel. 
Notwithstanding the foregoing provisions of this paragraph, in the event
a global Security is exchangeable for definitive Securities as provided in Section 305,
then, unless otherwise provided in or pursuant to this Indenture with respect
to the Securities of such series, the Trustee shall deliver and redeliver such
global Security to the extent necessary to effect such exchanges, shall endorse
such global Security to reflect any decrease in the principal amount thereto
resulting from such exchanges and shall take such other actions, all as
contemplated by Section 305.


 


Notwithstanding the provisions of Section 307, unless otherwise
specified in or pursuant to this Indenture or any Securities, payment of
principal of, any premium and interest on, and any Additional Amounts in
respect of, any Security in temporary or permanent global form shall be made to
the Person or Persons specified therein.


 


Notwithstanding the provisions of Section 308 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 global Security 


 


19

















 


(i) in the case of a global Security in
registered form, the Holder of such global Security in registered form, or (ii) in
the case of a global Security in bearer form, the Person or Persons specified
pursuant to Section 301.


 


ARTICLE
THREE


 


THE
SECURITIES


 


Section 301.                                Amount Unlimited; Issuable in Series.


 


The aggregate principal amount of Securities which may be authenticated
and delivered under this Indenture is unlimited. The Securities may be issued
in one or more series.


 


With respect to any Securities to be authenticated and delivered
hereunder, there shall be established in or pursuant to 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 any Securities
of a series,


 


(1)           the title of the Securities of such
series;


 


(2)           any limit upon the aggregate
principal amount of the Securities of such series which may be authenticated
and delivered under this Indenture (except for Securities authenticated and
delivered upon registration of transfer of, or in exchange for, or in lieu of,
other Securities of such series pursuant to Section 304, 305, 306, 905 or
1107, upon repayment in part of any Security of such series pursuant to Article Thirteen
or upon surrender in part of any Security for conversion or exchange into
Common Shares or other securities or property pursuant to its terms), and if
such series may not be reopened from time to time for the issuance of
additional Securities of such series;


 


(3)           if such Securities are to be issuable
as Registered Securities, as Bearer Securities or alternatively as Bearer
Securities and Registered Securities, and whether the Bearer Securities are to
be issuable with Coupons, without Coupons or both, and any restrictions
applicable to the offer, sale or delivery of the Bearer Securities and the
terms, if any, upon which Bearer Securities may be exchanged for Registered
Securities and vice versa;


 


(4)           if any of such Securities are to be
issuable in global form, when any of such Securities are to be issuable in
global form and (i) whether such Securities are to be issued in temporary
or permanent global form or both, (ii) whether beneficial owners of
interests in any such global Security may exchange such interests for
Securities of the same series and of like tenor and of any authorized form and
denomination, and the circumstances under which any such exchanges may occur,
if other than in the manner specified in Section 305, (iii) the name
of the Depository with respect to any such global Security and (iv) if
applicable and in addition to the Persons specified in Section 305, the
Person or Persons who shall be entitled to make any endorsements on any such
global Security and to give the instructions and take the other actions with
respect to such global Security contemplated by the first paragraph of Section 203;


 


20

















 


(5)           if any of such Securities are to be
issuable as Bearer Securities, the date as of which any such Bearer Security
shall be dated (if other than the date of original issuance of the first of
such Securities to be issued);


 


(6)           if any of such Securities are to be
issuable as Bearer Securities, whether interest in respect of any portion of a
temporary Bearer Security in global form payable in respect of an Interest
Payment Date therefor prior to the exchange, if any, of such temporary Bearer
Security for definitive Securities shall be paid to any clearing organization
with respect to the portion of such temporary Bearer Security held for its
account and, in such event, the terms and conditions (including any
certification requirements) upon which any such interest payment received by a
clearing organization will be credited to the Persons entitled to interest
payable on such Interest Payment Date;


 


(7)           the date or dates, or the method or
methods, if any, by which such date or dates shall be determined, on which the
principal and premium, if any, of such Securities is payable;


 


(8)           the rate or rates at which such
Securities shall bear interest, if any, or the method or methods, if any, by
which such rate or rates are to be determined, the date or dates, if any, from
which such interest shall begin to accrue or the method or methods, if any, by
which such date or dates are to be determined, the Interest Payment Dates, if
any, on which such interest shall be payable and the Regular Record Date, if
any, for the interest payable on Registered Securities on any Interest Payment
Date, the notice, if any, to Holders regarding the determination of interest on
a floating rate Security and the manner of giving such notice, and the basis
upon which interest shall be calculated if other than that of a 360-day year of
twelve 30-day months;


 


(9)           if in addition to or other than the
place where the Corporate Trust Office of the Trustee may from time to time be
located, the place or places where the principal of, premium, if any, and
interest, if any, on, and Additional Amounts, if any, with respect to, such
Securities shall be payable, any of such Securities that are Registered
Securities may be surrendered for registration of transfer or exchange, any of
such Securities may be surrendered for conversion or exchange and notices or demands
to or upon the Company in respect of such Securities and this Indenture may be
served;


 


(10)         whether any of such Securities are to
be redeemable at the option of the Company and, if so, the date or dates on
which, the period or periods within which, the price or prices at which and the
other terms and conditions upon which such Securities may be redeemed, in whole
or in part, at the option of the Company;


 


(11)         if the Company is obligated to redeem
or purchase any of such Securities pursuant to any sinking fund or analogous
provision or at the option of any Holder thereof and, if so, the date or dates
on which, the period or periods within which, the price or prices at which and
the other terms and conditions upon which such Securities shall be redeemed or
purchased, in whole or in part, pursuant to such obligation, and any provisions
for the remarketing of such Securities so redeemed or purchased;


 


21

















 


(12)         the denominations in which any of such
Securities that are Registered Securities shall be issuable if other than
denominations of $1,000 and any integral multiples thereof, and the
denominations in which any of such Securities that are Bearer Securities shall
be issuable if other than the denomination of $5,000;


 


(13)         whether the Securities of the series
will be convertible into and/or exchangeable for Common Shares or other
securities or property, and if so, the terms and conditions upon which such
Securities will be so convertible or exchangeable, and any deletions from or
modifications or additions to this Indenture to permit or to facilitate the
issuance of such convertible or exchangeable Securities or the administration
thereof;


 


(14)         if other than the principal amount
thereof, the portion of the principal amount of any of such Securities that
shall be payable upon declaration of acceleration of the Maturity thereof
pursuant to Section 502 or the method by which such portion is to be
determined;


 


(15)         if other than Dollars, the Foreign
Currency in which payment of the principal of, any premium or interest on or
any Additional Amounts with respect to any of such Securities shall be payable;


 


(16)         if the principal of, any premium or
interest on or any Additional Amounts with respect to any of such Securities
are to be payable, at the election of the Company or a Holder thereof or
otherwise, in Dollars or in a Foreign Currency other than that in which such
Securities are stated to be payable, the date or dates on which, the period or
periods within which, and the other 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 stated to be payable and the
Currency in which such Securities or any of them are to be paid pursuant to
such election, and any deletions from or modifications of or additions to the
terms of this Indenture to provide for or to facilitate the issuance of
Securities denominated or payable, at the election of the Company or a Holder
thereof or otherwise, in a Foreign Currency;


 


(17)         if the amount of payments of principal
of, any premium or interest on or any Additional Amounts with respect to such
Securities may be determined with reference to an index, formula or other
method or methods (which index, formula or method or methods may be based,
without limitation, on one or more Currencies, commodities, equity indices or
other indices), and, if so, the terms and conditions upon which and the method
by which such amounts shall be determined and paid or payable;


 


(18)         any deletions from, modifications of or
additions to the Events of Default or covenants of the Company with respect to
such Securities (whether or not such Events of Default or covenants are
consistent with the Events of Default or covenants set forth herein), and, if
any additional covenants not contained in this Indenture as of its date shall
be applicable with respect to such Securities, whether Section 1006 shall
be applicable with respect to any such additional covenants;


 


22

















 


(19)         if any one or more of Section 401
relating to satisfaction and discharge,  Section 402(2) relating
to defeasance or Section 402(3) relating to covenant defeasance shall
not be applicable to the Securities of such series, and any covenants in
addition to or other than those covenants, if any, specified in Section 402(3) relating
to the Securities of such series which shall be subject to covenant defeasance,
and, if the Securities of such series are subject to repurchase or repayment at
the option of the Holders thereof pursuant to Article Thirteen, if the
Company’s obligation to repurchase or repay such Securities will not be subject
to satisfaction and discharge pursuant to Section 401 or to defeasance
pursuant to Section 402, and, if the Holders of such Securities have the
right to convert or exchange such Securities into Common Shares or other
securities or property, if the right to effect such conversion or exchange will
be subject to satisfaction and discharge pursuant to Section 401 or to
defeasance or covenant defeasance pursuant to Section 402, and any
deletions from, or modifications or additions to, the provisions of Article Four
in respect of the Securities of such series;


 


(20)         if any of such Securities are to be
issuable upon the exercise of warrants, and the time, manner and place for such
Securities to be authenticated and delivered;


 


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


 


(22)         whether and under what circumstances
the Company will pay Additional Amounts on such Securities to any Holder who is
a United States Alien in respect of specified taxes, assessments or other
government charges and, if so, whether the Company will have the option to redeem
such Securities rather than pay such Additional Amounts;


 


(23)         if there is more than one Trustee, the
identity of the Trustee and, if not the Trustee, the identity of each Security
Registrar, Paying Agent or Authenticating Agent with respect to such Securities;


 


(24)         the Person to whom any interest on any
Registered Security of such series shall be payable, if other than the Person
in whose name the Registered 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 such series shall be payable, if other 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 will be paid if other than in the manner
provided in this Indenture;


 


(25)         whether the Securities of such series
are to be secured by any property, assets or other collateral and, if so, the
applicable collateral, any deletions from, or modifications or additions to,
the provisions of Article Sixteen hereof or any other provisions of this
Indenture in connection therewith or in connection with any other instrument or
agreement entered into in connection therewith; and


 


23

















 


(26)         any other terms of such Securities
(whether or not such other terms are consistent or inconsistent with any other
terms of this Indenture) and any deletions from or modifications or additions
to this Indenture in respect of such Securities.


 


All Securities of any one series and all Coupons, if any, appertaining
to Bearer Securities of such series shall be substantially identical except as
to Currency of payments due thereunder, denomination and the rate of interest,
or method of determining the rate of interest, if any, Maturity, and the date
from which interest, if any, shall accrue and except as may otherwise be
provided by the Company in or pursuant to the Board Resolution and set forth in
the Officers’ Certificate or in any indenture or indentures supplemental hereto
pertaining to such series of Securities. 
The terms of the Securities of any series may provide, without
limitation, that the Securities shall be authenticated and delivered by the
Trustee on original issue from time to time upon written or (if acceptable to
the Trustee) oral order of persons designated in the Board Resolution, Officers’
Certificate or supplemental indenture, as the case may be, pertaining to such
series of Securities (telephonic instructions to be promptly confirmed in
writing by such person) and that such persons are authorized to determine,
consistent with such Board Resolution, Officers’ Certificate or supplemental
indenture, such terms and conditions of the Securities of such series as are
specified in such Board Resolution, Officers’ Certificate or supplemental
indenture.  All Securities of any one
series need not be issued at the same time and, unless otherwise provided by
the Company as contemplated by this Section 301, a series may be reopened
from time to time without the consent of any Holders for issuances of
additional Securities of such series.


 


If any of the terms of the Securities of any series shall be
established by action taken by or pursuant to one or more Board Resolutions,
such Board Resolutions shall be delivered to the Trustee at or prior to the
delivery of the Officers’ Certificate setting forth the terms of such series.


 


Section 302.                                Currency; Denominations.


 


Unless otherwise provided in or pursuant to this Indenture, the
principal of, any premium and interest on and any Additional Amounts with
respect to the Securities shall be payable in Dollars.  Unless otherwise provided in or pursuant to
this Indenture, Registered Securities denominated in Dollars shall be issuable
in registered form without Coupons in denominations of $1,000 and any integral
multiples thereof, and the Bearer Securities denominated in Dollars shall be
issuable in the denomination of $5,000. 
Securities not denominated in Dollars shall be issuable in such
denominations as are established with respect to such Securities in or pursuant
to this Indenture.


 


Section 303.                                Execution, Authentication, Delivery and Dating.


 


Securities shall be executed on behalf of the Company by its Chairman,
its Chief Executive Officer, its President or one of its Vice Presidents and by
its Treasurer, one of its Assistant Treasurers, its Secretary or one of its
Assistant Secretaries and may (but need not) have its corporate or other seal
or a facsimile thereof reproduced thereon. 
Coupons shall be executed on behalf of the Company by its Chairman, its
Chief Executive Officer, its President or any of its 


 


24

















 


Vice Presidents. 
The signature of any of these officers on the Securities or any Coupons
appertaining thereto may be manual or facsimile.


 


Securities and any Coupons appertaining thereto bearing the manual or
facsimile signatures of individuals who were at any time the proper officers of
the Company shall, to the fullest extent permitted by law, 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, together with any Coupons
appertaining thereto, executed by the Company, to the Trustee for
authentication and, provided that the Board Resolution and Officers’
Certificate or supplemental indenture or indentures with respect to such
Securities referred to in Section 301 and a Company Order for the
authentication and delivery of such Securities have been delivered to the
Trustee, the Trustee in accordance with the Company Order and subject to the
provisions hereof and of such Securities shall authenticate and deliver such
Securities.  In authenticating such
Securities, and accepting the additional responsibilities under this Indenture
in relation to such Securities and any Coupons appertaining thereto, the
Trustee shall be entitled to receive, and (subject to the applicable provisions
of Sections 315(a) through 315(d) of the Trust Indenture Act) shall
be fully protected in relying upon, an Opinion of Counsel to the following
effect, which Opinion of Counsel may contain such assumptions, qualifications
and limitations as such counsel shall deem appropriate:


 


(a)           the form or forms and terms of such
Securities and Coupons, if any, have been established in conformity with
Sections 201 and 301 of this Indenture; and


 


(b)           all conditions precedent set forth in
Sections 201, 301 and 303 of this Indenture to the authentication and
delivery of such Securities and Coupons, if any, appertaining thereto have been
complied with and that such Securities, and Coupons, when completed by
appropriate insertions (if applicable), executed by duly authorized officers of
the Company, delivered by duly authorized officers of the Company to the
Trustee for authentication pursuant to this Indenture, and authenticated and
delivered by the Trustee and issued by the Company in the manner and subject to
any conditions specified in such Opinion of Counsel, will constitute valid and
binding obligations of the Company, enforceable against the Company in
accordance with their terms, except as enforcement thereof may be subject to or
limited by bankruptcy, insolvency, reorganization, moratorium, arrangement,
fraudulent conveyance, fraudulent transfer or other similar laws relating to or
affecting creditors’ rights generally, and subject to general principles of
equity (regardless of whether enforcement is sought in a proceeding in equity
or at law).


 


If all the Securities of any series are not to be issued at one time,
it shall not be necessary to deliver an Opinion of Counsel at the time of
issuance of each Security, but such opinion, with such modifications as counsel
shall deem appropriate, shall be delivered at or before the time of issuance of
the first Security of such series.  After
any such first delivery, any separate request by the Company that the Trustee
authenticate Securities of such series for original issue will be deemed to be
a certification by the Company that all conditions precedent provided for in
this


 


25














 


Indenture relating to authentication and delivery of
such Securities continue to have been complied with.


 


The Trustee shall not be required to authenticate or to cause an
Authenticating Agent to authenticate any Securities if the issue of such
Securities pursuant to this Indenture will affect the Trustee’s own rights,
duties or immunities under the Securities and this Indenture or otherwise in a
manner which is not reasonably acceptable to the Trustee or if the Trustee,
being advised by counsel, determines that such action may not lawfully be
taken.


 


Each Registered Security shall be dated the date of its
authentication.  Each Bearer Security and
any Bearer Security in global form shall be dated as of the date specified in
or pursuant to this Indenture.


 


No Security or Coupon appertaining thereto 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 in Section 202 or 611 executed by or on behalf of
the Trustee or by the Authenticating Agent by the manual signature of one of
its authorized signatories.  Such
certificate upon any Security shall be conclusive evidence, and the only
evidence, that such Security has been duly authenticated and delivered
hereunder.  Except as permitted by Section 306
or 307 or as may otherwise be provided in or pursuant to this Indenture, the
Trustee shall not authenticate and deliver any Bearer Security unless all
Coupons appertaining thereto then matured have been detached and cancelled.


 


Section 304.                                Temporary Securities.


 


Pending the preparation of definitive Securities, the Company may
execute and deliver to the Trustee and, upon Company Order, the Trustee shall
authenticate and deliver, in the manner provided in Section 303, temporary
Securities in lieu thereof 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, in registered form or, if authorized in or pursuant to this
Indenture, in bearer form with one or more Coupons or without Coupons and with
such appropriate insertions, omissions, substitutions and other variations as
the officers of the Company executing such Securities may determine, as
conclusively evidenced by their execution of such Securities.  Such temporary Securities may be in global
form.


 


Except in the case of temporary Securities in global form, which shall
be exchanged in accordance with the provisions set forth in this Indenture or
the provisions established pursuant to Section 301, if temporary
Securities are issued, the Company shall cause definitive Securities to be
prepared without unreasonable delay. 
Except as otherwise provided in or pursuant to this Indenture, after the
preparation of definitive Securities of the same series and containing terms
and provisions that are identical to those of any temporary Securities, such
temporary Securities shall be exchangeable for such definitive Securities upon
surrender of such temporary Securities at an Office or Agency for such
Securities, without charge to any Holder thereof.  Except as otherwise provided in or pursuant
to this Indenture, upon surrender for cancellation of any one or more temporary
Securities (accompanied by any unmatured Coupons appertaining thereto), the
Company shall execute and the Trustee shall authenticate and deliver in
exchange therefor a like principal amount of definitive Securities of authorized
denominations of the same series and 


 


26

















 


containing identical terms and provisions; provided, however, that no definitive Bearer Security,
except as provided in or pursuant to this Indenture, shall be delivered in
exchange for a temporary Registered Security; and provided,
further, that a definitive Bearer Security shall be delivered in
exchange for a temporary Bearer Security only in compliance with the conditions
set forth in or pursuant to this Indenture. 
Unless otherwise provided in or pursuant to this Indenture with respect
to a temporary global Security, 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.


 


Section 305.                                Registration, Transfer and Exchange.


 


With respect to the Registered Securities of each series, if any, the
Company shall cause to be kept a register (each such register being herein
sometimes referred to as the “Security Register”) at an Office or Agency for
such series in which, subject to such reasonable regulations as it may
prescribe, the Company shall provide for the registration of the Registered
Securities of such series and of transfers of the Registered Securities of such
series.  Such Office or Agency shall be
the “Security Registrar” for that series of Securities.  Unless otherwise specified in or pursuant to
this Indenture or the Securities, the initial Security Registrar for each
series of Securities shall be as specified in the last paragraph of Section 1002.  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 Securities
shall have been appointed by the Company and shall have accepted such
appointment.  In the event that the
Trustee shall not be or shall cease to be 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 Register for each series of Securities.


 


Except as otherwise provided in or pursuant to this Indenture, upon
surrender for registration of transfer of any Registered Security of any series
at any Office or Agency 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 denominated as authorized in or pursuant to this Indenture, of a like
aggregate principal amount bearing a number not contemporaneously outstanding
and containing identical terms and provisions.


 


Except as otherwise provided in or pursuant to this Indenture, at the
option of the Holder, Registered Securities of any series may be exchanged for
other Registered Securities of the same series containing identical terms and
provisions, in any authorized denominations, and of a like aggregate principal
amount, upon surrender of the Securities to be exchanged at any Office or
Agency for such series.  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.


 


If provided in or pursuant to this Indenture, with respect to
Securities of any series, at the option of the Holder, Bearer Securities of
such series may be exchanged for Registered Securities of such series
containing identical terms, denominated as authorized in or pursuant to this
Indenture and in the same aggregate principal amount, upon surrender of the
Bearer 


 


27

















 


Securities to be exchanged at any Office or Agency for
such series, 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, such 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 from and against any and all loss, liability or expense.  If thereafter the Holder of such Bearer
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; provided, however,
that, except as otherwise provided in Section 1002, interest represented
by Coupons shall be payable only upon presentation and surrender of those
Coupons at an Office or Agency for such series located outside the United
States.  Notwithstanding the foregoing,
in case a Bearer Security of any series is surrendered at any such Office or
Agency for such series in exchange for a Registered Security of such 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 date for
payment of Defaulted Interest, such Bearer Security shall be surrendered
without the Coupon relating to such Interest Payment Date or proposed date of
payment, as the case may be (or, if such Coupon is so surrendered with such
Bearer Security, such Coupon shall be returned to the Person so surrendering
the Bearer Security), and interest or Defaulted Interest, as the case may be,
shall 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 shall be payable only to the Holder of
such Coupon when due in accordance with the provisions of this Indenture.


 


If provided in or pursuant to this Indenture with respect to Securities
of any series, at the option of the Holder, Registered Securities of such
series may be exchanged for Bearer Securities upon such terms and conditions as
may be provided in or pursuant to this Indenture with respect to such series.


 


Whenever any Securities are surrendered for exchange as contemplated by
the immediately preceding two paragraphs, 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 provided in or
pursuant to this Indenture, the global Securities of any series shall be
exchangeable for definitive certificated Securities of such series only if (i) the
Depository for such global Securities notifies the Company that it is unwilling
or unable to continue as a Depository for such global Securities or at any time
the Depository for such global Securities ceases to be a clearing agency
registered as such under the Exchange Act, if so required by applicable law or
regulation, and no successor Depository for such Securities shall have been
appointed within 90 days of such notification or of the Company becoming
aware of the Depository’s ceasing to be so registered, as the case may be, (ii) the
Company, in its sole discretion, determines that the Securities of such series
shall no 


 


28

















 


longer be represented by one or more global Securities
and executes and delivers to the Trustee a Company Order to the effect that
such global Securities shall be so exchangeable, or (iii) an Event of
Default has occurred and is continuing with respect to such Securities.


 


If the beneficial owners of interests in a global Security are entitled
to exchange such interests for definitive Securities as the result of an event
described in clause (i), (ii) or (iii) of the preceding
paragraph, then without unnecessary delay but in any event not later than the
earliest date on which such interests may be so exchanged, the Company shall
deliver to the Trustee definitive Securities in such form and denominations as
are required by or pursuant to this Indenture, and of the same series,
containing identical terms and in aggregate principal amount equal to the
principal amount of such global Security, executed by the Company.  On or after the earliest date on which such
interests may be so exchanged, such global Security shall be surrendered from
time to time by the Depository (or its custodian) as shall be specified in the
Company Order with respect thereto (which the Company agrees to deliver), and
in accordance with instructions given to the Trustee and the Depository (which
instructions shall be in writing but need not be contained in or accompanied by
an Officers’ Certificate or be accompanied by an Opinion of Counsel), 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 in part, for
definitive Securities as described above without charge.  The Trustee shall authenticate and make
available for delivery, in exchange for each portion of such surrendered global
Security, a like aggregate principal amount of definitive Securities of the
same series of authorized denominations and of like tenor as the portion of
such global Security to be exchanged, which (unless such Securities are not
issuable both as Bearer Securities and as Registered Securities, in which case
the definitive Securities exchanged for the global Security shall be issuable
only in the form in which the Securities are issuable, as provided in or
pursuant to this Indenture) shall be in the form of Bearer Securities or
Registered Securities, or any combination thereof, and which shall be in such
denominations and, in the case of Registered Securities, registered in such
names, as shall be specified by the Depository, but subject to the satisfaction
of any certification or other requirements to the issuance of Bearer
Securities; 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 the same series to be redeemed and ending on the relevant Redemption Date;
and provided, further, that (unless
otherwise provided in or pursuant to this Indenture) no Bearer Security
delivered in exchange for a portion of a global Security shall be mailed or
otherwise delivered to any location in the United States.  Promptly following any such exchange in part,
such global Security shall be returned by the Trustee to such Depository (or
its custodian) or such other Depository (or its custodian) referred to above in
accordance with the instructions of the Company referred to above, and the
Trustee shall endorse such global Security to reflect the decrease in the
principal amount thereof resulting from such exchange.  If a Registered Security is issued in
exchange for any portion of a global Security after the close of business at
the Office or Agency for such Security where such exchange occurs on or after (i) any
Regular Record Date for such Security and before the opening of business at
such Office or Agency on the next Interest Payment Date, or (ii) any
Special Record Date for such Security and before the opening of business at
such Office or Agency on the related proposed date for payment of interest or
Defaulted Interest, as the case may be, interest shall 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 shall be payable on such Interest
Payment Date or proposed date for payment, as 


 


29

















 


the case may be, only to the Person to whom interest
in respect of such portion of such global Security shall be payable in
accordance with the provisions of this Indenture.


 


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 entitling the Holders thereof 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 or redemption shall (if so required by the Company or
the Security Registrar for such Security) be duly endorsed, or be accompanied
by a written instrument of transfer in form satisfactory to the Company and the
Security Registrar for such Security 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, or any redemption or repayment of Securities, or any
conversion or exchange of Securities for other types of securities or property,
but the Company may require payment of a sum sufficient to cover any tax or
other governmental charge that may be imposed in connection with any
registration of transfer or exchange of Securities, other than exchanges
pursuant to Section 304, 905 or 1107, upon repayment or repurchase in part
of any Registered Security pursuant to Article Thirteen, or upon surrender
in part of any Registered Security for conversion or exchange into Common
Shares or other securities or property pursuant to its terms, in each case not
involving any transfer.


 


Except as otherwise provided in or pursuant to this Indenture, the
Company shall not be required (i) to issue, register the transfer of or
exchange any Securities during a period beginning at the opening of business 15
days before the day of the selection for redemption of Securities of like tenor
and terms and of the same series under Section 1103 and ending at the
close of business on the day of such selection, or (ii) to register the
transfer of or exchange any Registered Security, or portion thereof, so
selected for redemption, except in the case of any Registered Security to be
redeemed in part, the portion thereof not to be redeemed, or (iii) to
exchange any Bearer Security so selected for redemption except, to the extent
provided with respect to such Bearer Security, that such Bearer Security may be
exchanged for a Registered Security of like tenor and terms and of the same
series, 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, in accordance with its terms, has been
surrendered for repayment at the option of the Holder pursuant to Article Thirteen
and not withdrawn, except the portion, if any, of such Security not to be so
repaid.


 


Section 306.                                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, subject to the provisions of
this Section 306, the Company shall execute and the Trustee shall
authenticate and deliver in exchange therefor a new Security of the same series
containing identical terms and of like principal amount and bearing a number
not 


 


30

















 


contemporaneously outstanding, with Coupons
appertaining thereto corresponding to the Coupons, if any, appertaining to the
surrendered Security.


 


If there 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 from and against any
and all loss, liability or expense, 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 the Company’s request the
Trustee shall authenticate and deliver, in exchange for or in lieu of any such
mutilated, 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
containing identical terms and of like 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 foregoing provisions of this Section 306, in
case any 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, pay such Security or Coupon; provided,
however, that payment of principal of, any premium or interest on or
any Additional Amounts with respect to any Bearer Securities shall, except as
otherwise provided in Section 1002, be payable only at an Office or Agency
for such Securities located outside the United States and, unless otherwise
provided in or pursuant to this Indenture, any interest on Bearer Securities
and any Additional Amounts with respect to such interest shall 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 and any other
expenses (including the fees and expenses of the Trustee) connected therewith.


 


Every new Security, with any Coupons appertaining thereto issued
pursuant to this Section in lieu of any destroyed, lost or stolen
Security, or in exchange for a Security to which a destroyed, lost or stolen
Coupon appertains shall constitute a separate obligation of the Company,
whether or not the destroyed, lost or stolen Security and Coupons appertaining
thereto or the 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 such
series and any Coupons, if any, duly issued hereunder.


 


The provisions of this Section, as amended or supplemented pursuant to
this Indenture with respect to particular Securities or generally, shall (to
the extent lawful) be 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.


 


31

















 


Section 307.                                Payment of Interest and Certain Additional Amounts; Rights to Interest
and Certain Additional Amounts Preserved.


 


Unless otherwise provided in or pursuant to this Indenture, any
interest on and any Additional Amounts with respect to any Registered Security
which shall be payable, and are 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 as of the close of
business on the Regular Record Date for such interest.  Unless otherwise provided in or pursuant to
this Indenture, in case a Bearer Security is surrendered in exchange for a
Registered Security after the close of business at an Office or Agency for such
Security on any Regular Record Date therefor and before the opening of business
at such Office or Agency on the next succeeding Interest Payment Date therefor,
such Bearer Security shall be surrendered without the Coupon relating to such
Interest Payment Date and interest shall not be payable on such Interest
Payment Date in respect of the Registered Security issued in exchange for such
Bearer Security, but shall be payable only to the Holder of such Coupon when
due in accordance with the provisions of this Indenture.


 


Unless otherwise provided in or pursuant to this Indenture, any
interest on and any Additional Amounts with respect to any Registered Security
which shall be payable, but shall not be punctually paid or duly provided for,
on any Interest Payment Date for such Registered Security (herein called “Defaulted
Interest”) shall forthwith cease to be payable to the Holder thereof on the
relevant Regular Record Date by virtue of having been such Holder; and such
Defaulted Interest may be paid by the Company, at its election in each case, as
provided in Clause (1) or (2) below:


 


(1)           The Company may elect to make payment
of any Defaulted Interest to the Person in whose name such Registered Security
(or a Predecessor Security thereof) shall be 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 such Registered Security and the date
of the proposed payment, and at the same time the Company shall deposit with
the Trustee an amount of money equal to the aggregate amount proposed to be
paid in respect of such Defaulted Interest or shall make arrangements
satisfactory to the Trustee for such deposit on or prior to the date of the
proposed payment, such money when so deposited to be held in trust for the
benefit of the Person entitled to such Defaulted Interest as in this Clause
provided.  Thereupon, the Trustee shall
fix a Special Record Date for the payment of such Defaulted Interest which
shall be not more than 15 days and not less than 10 days prior to the date of
the proposed payment and not less than 10 days after the receipt by the Trustee
of the notice of the proposed payment. The Trustee shall promptly notify the
Company of such Special Record Date and, in the name and at the expense of the
Company shall cause notice of the proposed payment of such Defaulted Interest
and the Special Record Date therefor to be mailed, first-class postage prepaid,
to the Holder of such Registered Security (or a Predecessor Security thereof)
at his address as it appears in the Security Register not less than 10 days
prior to such Special Record Date.  The
Trustee may, in its discretion, in the name and at the expense of the Company
cause a similar notice to be published at least once in an Authorized Newspaper
of general circulation in the Borough of Manhattan, 


 


32

















 


The City of New
York, but such publication shall not be a condition precedent to the
establishment of such Special Record Date.  Notice of the proposed payment of such
Defaulted Interest and the Special Record Date therefor having been mailed as
aforesaid, such Defaulted Interest shall be paid to the Person in whose name
such Registered Security (or a Predecessor Security thereof) shall be
registered at the close of business on such Special Record Date and shall no
longer be payable pursuant to the following clause (2).  In case a Bearer Security is surrendered at
the Office or Agency for such Security in exchange for a Registered Security
after the close of business at such Office or Agency on 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 Defaulted Interest and
Defaulted Interest shall not be payable on such proposed date of payment in
respect of the Registered Security issued in exchange for such Bearer Security,
but shall be payable only to the Holder of such Coupon when due in accordance
with the provisions of this Indenture.


 


(2)           The Company may make payment of any
Defaulted Interest in any other lawful manner not inconsistent with the
requirements of any securities exchange on which such Security 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 payment shall be deemed practicable by the Trustee.


 


Unless otherwise provided in or pursuant to this Indenture or the
Securities of any particular series, at the option of the Company, interest on
Registered Securities that bear interest may be paid by mailing a check to the
address of the Person entitled thereto as such address shall appear in the
Security Register or by transfer to an account maintained by the payee with a
bank located in the United States of America.


 


Subject to the foregoing provisions of this Section and Section 305,
each Security delivered under this Indenture upon registration of transfer of
or in exchange for or in lieu of any other Security shall carry the rights to
interest accrued and unpaid, and to accrue, which were carried by such other
Security.


 


Section 308.                                Persons Deemed Owners.


 


Prior to due presentment of a 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 in
the Security Register as the owner of such Registered Security for the purpose
of receiving payment of principal of, any premium and (subject to Sections 305
and 307) interest on and any Additional Amounts with respect to such Registered
Security and for all other purposes whatsoever, whether or not any payment with
respect to such Registered Security shall be overdue, and none of the Company,
the Trustee or any agent of the Company or the Trustee shall be affected by
notice to the contrary.


 


The Company, the Trustee and any agent of the Company or the Trustee
may treat the bearer of any Bearer Security or 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 


 


33

















 


purposes whatsoever, whether or not any payment with
respect to such Security or Coupon shall be overdue, and none of the Company,
the Trustee or any agent of the Company or the Trustee shall be affected by
notice to the contrary.


 


No holder of any beneficial interest in any global Security held on its
behalf by a Depository shall have any rights under this Indenture with respect
to such global Security, and such Depository 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.


 


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


 


Section 309.                                Cancellation.


 


All Securities and Coupons surrendered for payment, redemption,
registration of transfer, exchange or conversion or for credit against any
sinking fund payment shall, if surrendered to any Person other than the
Trustee, be delivered to the Trustee, and any such Securities and Coupons, as
well as Securities and Coupons surrendered directly to the Trustee for any such
purpose, shall be cancelled promptly by the Trustee.  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 all
Securities so delivered shall be cancelled promptly by the Trustee.  No Securities shall be authenticated in lieu
of or in exchange for any Securities cancelled as provided in this Section,
except as expressly permitted by or pursuant to this Indenture.  All cancelled Securities and Coupons held by
the Trustee shall be destroyed by the Trustee in accordance with customary
procedures.


 


Section 310.                                Computation of Interest.


 


Except as otherwise provided in or pursuant to this Indenture or in the
Securities of any series, interest on the Securities shall be computed on the
basis of a 360-day year of twelve 30-day months.


 


34














 


ARTICLE FOUR


 


SATISFACTION AND DISCHARGE OF INDENTURE


 


Section 401.                                Satisfaction
and Discharge.


 


Unless, pursuant to Section 301,
the provisions of this Section 401 shall not be applicable with respect to
the Securities of any series, upon the direction of the Company by a Company
Order, this Indenture shall cease to be of further effect with respect to any
series of Securities specified in such Company Order and any Coupons
appertaining thereto, and the Trustee, on receipt of a Company Order, 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 appertaining thereto (other than (i) Coupons appertaining to
Bearer Securities of such series surrendered in exchange for Registered
Securities of such series and maturing after such exchange whose surrender is
not required or has been waived as provided in Section 305, (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 306, (iii) Coupons
appertaining to Securities of such series called for redemption and maturing
after the relevant Redemption Date whose surrender has been waived as provided
in Section 1106, and (iv) Securities and Coupons of such series for
whose payment money has theretofore been deposited in trust or segregated and
held in trust by the Company and thereafter repaid to the Company or discharged
from such trust, as provided in Section 1003) have been delivered to the
Trustee for cancellation; or


 


(b)                                 all
Securities of such series and, in the case of (i) or (ii) below, if
applicable, 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 deposited
or caused to be deposited with the Trustee as trust funds in trust for such
purpose, money in the Currency in which such Securities are payable in an
amount sufficient to pay and discharge the entire indebtedness on such
Securities and any Coupons appertaining thereto not theretofore delivered to
the Trustee for cancellation, 


 


35

















 


including
the principal of, any premium and interest on, and, to the extent that the
Securities of such series provide for the payment of Additional Amounts thereon
and the amount of any such Additional Amounts which are or will be payable with
respect to the Securities of such series is at the time of deposit reasonably
determinable by the Company (in the exercise by the Company of its sole and absolute
discretion), any Additional Amounts with respect to, such Securities and any
Coupons appertaining thereto, to the date of such deposit (in the case of
Securities which have become due and payable) or to the Maturity thereof, as
the case may be;


 


(2)                                  the
Company has paid or caused to be paid all other sums payable hereunder by the
Company with respect to the Outstanding Securities of such series and any
Coupons appertaining thereto; 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.


 


In the event there are
Securities of two or more series Outstanding hereunder, the Trustee shall be
required to execute an instrument acknowledging satisfaction and discharge of
this Indenture only if requested to do so with respect to Securities of such
series as to which it is Trustee and if the other conditions thereto are met.


 


Notwithstanding the
satisfaction and discharge of this Indenture with respect to any series of
Securities, the obligations of the Company to the Trustee under Section 606
and, if money shall have been deposited with the Trustee pursuant to subclause (b) of
clause (1) of this Section, the respective obligations of the Company and
the Trustee with respect to the Securities of such series under
Sections 305, 306, 403, 404, 1002 and 1003, any rights of Holders of the
Securities of such series (unless otherwise provided pursuant to Section 301
with respect to the Securities of such series) to convert or exchange, and the
obligations of the Company to convert or exchange, such Securities into Common
Shares or other securities or property, and, if expressly provided pursuant to Section 301
with respect to the Securities of such series, any rights of Holders of the
Securities of such series to require the Company to repurchase or repay, and
the obligations of the Company to repurchase or repay, such Securities at the
option of such Holders as contemplated by Article Thirteen hereof, shall
survive, and, if the Securities of such series provide for the payment of
Additional Amounts pursuant to Section 1004, the Company will remain
obligated, following satisfaction and discharge of this Indenture with respect
to the Securities of such series, to pay Additional Amounts with respect to
such Securities as contemplated by Section 1004, to the extent (and only
to the extent) that the Additional Amounts payable with respect to such
Securities exceed the amount deposited in respect of such Additional Amounts
pursuant to subclause (b) of clause (1) of this Section.


 


Section 402.                                Defeasance
and Covenant Defeasance.


 


(1)                                  Unless,
pursuant to Section 301, either or both of (i) defeasance of the
Securities of or within a series under clause (2) of this Section 402
or (ii) covenant defeasance of the 


 


36

















 


Securities of or within a
series under clause (3) of this Section 402 shall not be applicable
with respect to the Securities of such series, then such provisions, together
with the other provisions of this Section 402 (with such modifications
thereto as may be specified pursuant to Section 301 with respect to any Securities),
shall be applicable to such Securities and any Coupons appertaining thereto,
and the Company may at its option by Board Resolution, at any time, with
respect to the Securities of or within such series and any Coupons appertaining
thereto, elect to have Section 402(2) or Section 402(3) be
applied to such Outstanding Securities and any Coupons appertaining thereto
upon compliance with the conditions set forth below in this Section 402.
Unless otherwise specified pursuant to Section 301 with respect to the
Securities of any series, defeasance under clause (2) of this Section 402
and covenant defeasance under clause (3) of this Section 402 may be
effected with respect to any or all of the Outstanding Securities of any
series.  To the extent that the terms of
any Security or Coupon appertaining thereto established in or pursuant to this
Indenture permit the Company, or any Holder thereof to extend the date on which
any payment of principal of, or premium, if any, or interest, if any, on, or
Additional Amounts, if any, with respect to such Security or Coupon is due and
payable, then unless otherwise provided pursuant to Section 301, the right
to extend such date shall terminate upon defeasance or covenant defeasance, as
the case may be.


 


(2)                                  Upon
the Company’s exercise of the above option applicable to this Section 402(2) with
respect to any Securities of or within a series, the Company shall be deemed to
have been discharged from its obligations with respect to such Outstanding
Securities and any Coupons appertaining thereto on the date the conditions set
forth in clause (4) of this Section 402 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 Coupons appertaining
thereto, which shall thereafter be deemed to be “Outstanding” only for the
purposes of clause (5) of this Section 402 and the other Sections of
this Indenture referred to in clauses (i) through (iv) of this
paragraph, and shall be deemed to have satisfied all of its other obligations
under such Securities and any Coupons appertaining thereto and this Indenture
insofar as such Securities and any Coupons appertaining thereto are concerned
(and the Trustee, 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:  (i) the rights of Holders of such
Outstanding Securities and any Coupons appertaining thereto to receive, solely
(except as provided in clause (ii) below) from the trust fund described in
clause (4)(a) of this Section 402 and as more fully set forth in this
Section 402 and Section 403, payments in respect of the principal of
(and premium, if any) and interest, if any, on, and Additional Amounts, if any,
with respect to, such Securities and any Coupons appertaining thereto when such
payments are due, (ii) the obligations of the Company and the Trustee with
respect to such Securities under Sections 305, 306, 1002 and 1003 and, if
applicable to the Securities of such series, any rights of Holders of such
Securities (unless otherwise provided pursuant to Section 301 with respect
to the Securities of such series) to convert or exchange, and the obligations
of the Company to convert or exchange, such Securities into Common Shares or
other securities or property, and, if expressly provided pursuant to Section 301
with respect to the Securities of such series, any rights of Holders of the
Securities of such series to require the Company to repurchase or repay, and
the obligations of the Company to repurchase or repay, such Securities at the
option of such Holders as contemplated by Article Thirteen hereof, and, if
the Securities of such series provide for the payment of Additional Amounts
pursuant to Section 1004, the Company will remain obligated, 


 


37

















 


following defeasance of
this Indenture with respect to the Securities of such series, to pay Additional
Amounts with respect to such Securities as contemplated by Section 1004,
to the extent (and only to the extent) that the Additional Amounts payable with
respect to such Securities exceed the amount deposited in respect of such
Additional Amounts pursuant to clause 4(a) of this Section 402, (iii) the
rights, powers, trusts, duties and immunities of the Trustee hereunder and (iv) this
Section 402 and Sections 403 and 404. 
The Company may exercise its option under this Section 402(2) notwithstanding
the prior exercise of its option under Section 402(3) with respect to
such Securities and any Coupons appertaining thereto.


 


(3)                                  Upon
the Company’s exercise of the above option applicable to this Section 402(3) with
respect to any Securities of or within a series, the Company shall be released
from its obligations under any covenants applicable to such Securities which
are specified pursuant to Section 301 as being subject to covenant
defeasance on and after the date the conditions set forth in clause (4) of
this Section 402 are satisfied (hereinafter, “covenant defeasance”), and
such Securities and any Coupons appertaining thereto shall thereafter be deemed
to be not “Outstanding” for the purposes of any direction, waiver, consent or
declaration or Act of Holders (and the consequences of any thereof) in
connection with any such covenant, 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 Coupons appertaining thereto, 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 Section or
such other covenant or by reason of reference in any such Section or such
other 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 501(4) or
501(11) or otherwise, as the case may be, but, except as specified above, the
remainder of this Indenture and such Securities and Coupons appertaining
thereto shall be unaffected thereby.


 


(4)                                  The
following shall be the conditions to application of clause (2) or (3) of
this Section 402 to any Outstanding Securities of or within a series and
any Coupons appertaining thereto:


 


(a)                                  The
Company shall irrevocably have deposited or caused to be deposited with the
Trustee (or another trustee satisfying the requirements of Section 607 who
shall agree to comply with the provisions of this Section 402 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 Coupons appertaining thereto,
(1) an amount in Dollars or in such Foreign Currency in which such
Securities and any Coupons appertaining thereto are then specified as payable
at Stated Maturity or, if such defeasance or covenant defeasance is to be
effected in compliance with subsection (f) below, on the relevant Redemption
Date, as the case may be, or (2) Government Obligations applicable to such
Securities and Coupons appertaining thereto (determined on the basis of the
Currency in which such Securities and Coupons appertaining thereto are then
specified as payable at Stated Maturity or, if such defeasance or covenant
defeasance is to be effected in compliance with subsection (f) below, on the
relevant Redemption Date, as the case may be) which through the scheduled
payment of principal and interest in respect thereof in accordance 


 


38

















 


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, on such Securities and any Coupons appertaining thereto,
money in an amount, or (3) a combination thereof, in any case, in an amount,
sufficient, without consideration of any reinvestment of such principal and
interest, in the opinion of a nationally recognized firm of independent public
accountants expressed in a written certification thereof delivered to the
Trustee, to pay and discharge, and which shall be applied by the Trustee (or
other qualifying trustee) to pay and discharge, (y) the principal of (and
premium, if any) and interest, if any, on, and, to the extent that such
Securities provide for the payment of Additional Amounts thereon and the amount
of any such Additional Amounts which are or will be payable with respect to the
Securities of such series is at the time of deposit reasonably determinable by
the Company (in the exercise by the Company of its sole and absolute discretion),
any Additional Amounts with respect to, such Outstanding Securities and any
Coupons appertaining thereto on the Stated Maturity of such principal or
installment of principal or interest or the applicable Redemption Date, as the
case may be, and (z) any mandatory sinking fund payments or analogous
payments applicable to such Outstanding Securities and any Coupons appertaining
thereto 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 Coupons
appertaining thereto.


 


(b)                                 Such
defeasance or covenant defeasance shall not result in a breach or violation of,
or constitute a default under, this Indenture.


 


(c)                                  No
Event of Default or event which with notice or lapse of time or both would
become an Event of Default with respect to such Securities and any Coupons
appertaining thereto shall have occurred and be continuing on the date of such
deposit, and, solely in the case of defeasance under Section 402(2), no
Event of Default with respect to the Company under clauses (8), (9) or (10) of
Section 501 with respect to such Securities and any Coupons appertaining
thereto or event which with notice or lapse of time or both would become an
Event of Default with respect to the Company under clauses (8), (9) or (10) of
Section 501 with respect to such Securities and any Coupons appertaining
thereto shall have occurred and be continuing at any time during the period
ending on and including the 91st day after the date of such deposit (it being understood
that this condition to defeasance under Section 402(2) shall not be
deemed satisfied until the expiration of such period).


 


(d)                                 In
the case of defeasance pursuant to Section 402(2), the Company shall have
delivered to the Trustee an opinion of independent counsel reasonably
acceptable to the Trustee 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 this Indenture there has been a change in applicable U.S. federal
income tax law, in either case to the effect that, and based thereon such
opinion of independent counsel shall confirm that, the Holders of such
Outstanding Securities and any Coupons appertaining thereto will not recognize
income, gain or loss for U.S. federal income tax purposes as a result of such
defeasance and will be subject to U.S. 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; or, in the case of covenant defeasance pursuant to
Section 402(3), the Company shall 


 


39

















 


have delivered to the Trustee an opinion of
independent counsel reasonably acceptable to the Trustee to the effect that the
Holders of such Outstanding Securities and any Coupons appertaining thereto
will not recognize income, gain or loss for U.S. federal income tax purposes as
a result of such covenant defeasance and will be subject to U.S. 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.


 


(e)                                  The
Company shall have delivered to the Trustee an Officers’ Certificate and an
Opinion of Counsel, each stating that all conditions precedent to the
defeasance or covenant defeasance, as the case may be, under this Indenture
have been complied with.


 


(f)                                    If
the monies or Government Obligations or combination thereof, as the case may
be, deposited under clause (a) above are sufficient to pay the principal
of, and premium, if any, and interest, if any, on and, to the extent provided
in such clause (a), Additional Amounts with respect to, such Securities
provided such Securities are redeemed on a particular Redemption Date, the
Company shall have given the Trustee irrevocable instructions to redeem such
Securities on such date and to provide notice of such redemption to Holders as
provided in or pursuant to this Indenture.


 


(g)                                 Notwithstanding
any other provisions of this Section 402(4), such defeasance or covenant
defeasance shall be effected in compliance with any additional or substitute
terms, conditions or limitations which may be imposed on the Company in
connection therewith pursuant to Section 301.


 


(5)                                  Subject
to the provisions of the last paragraph of Section 1003, all money and
Government Obligations (or other property as may be provided pursuant to Section 301)
(including the proceeds thereof) deposited with the Trustee (or other
qualifying trustee—collectively for purposes of this Section 402(5) and
Section 403, the “Trustee”) pursuant to clause (4)(a) of Section 402
in respect of any Outstanding Securities of any series and any Coupons
appertaining thereto shall be held in trust and applied by the Trustee, in
accordance with the provisions of such Securities and any Coupons appertaining
thereto and this Indenture, to the payment, either directly or through any
Paying Agent (other than the Company or any Subsidiary or Affiliate of the
Company acting as Paying Agent) as the Trustee may determine, to the Holders of
such Securities and any Coupons appertaining thereto of all sums due and to
become due thereon in respect of principal (and premium, if any) and interest
and Additional Amounts, if any, but such money need not be segregated from other
funds except to the extent required by law.


 


Unless otherwise
specified in or pursuant to this Indenture or any Securities, if, after a
deposit referred to in Section 402(4)(a) 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 301 or the terms of such Security to
receive payment in a Currency other than that in which the deposit pursuant to Section 402(4)(a) has
been made in respect of such Security, or (b) a Conversion Event occurs in
respect of the Foreign Currency in which the deposit pursuant to Section 402(4)(a) has
been made, the indebtedness represented by such Security and any Coupons
appertaining thereto 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, and Additional Amounts, if any, with 


 


40

















 


respect to, such
Security as the same becomes 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 (x) in the case of payments made pursuant to
clause (a) above, the applicable market exchange rate for such Currency in
effect on the second Business Day prior to each payment date, or (y) with
respect to a Conversion Event, the applicable market exchange rate for such
Foreign 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 this Section 402
or the principal or 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 Coupons appertaining thereto.


 


Anything in this Section 402
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 clause (4)(a) of this Section 402 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 a
defeasance or covenant defeasance, as applicable, in accordance with this Section 402.


 


Section 403.                                Application
of Trust Money.


 


Subject to the provisions
of the last paragraph of Section 1003, all money and Government
Obligations deposited with the Trustee pursuant to Section 401 or 402
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, premium, interest and Additional Amounts for whose payment such
money has or Government Obligations have been deposited with or received by the
Trustee; but such money and Government Obligations need not be segregated from
other funds except to the extent required by law.


 


Section 404.                                Reinstatement.


 


If the Trustee (or other
qualifying trustee appointed pursuant to Section 402(4)(a)) or any Paying
Agent is unable to apply any moneys or Government Obligations deposited
pursuant to Section 401(1) or 402(4)(a) to pay any principal of
or premium, if any, or interest, if any, on or Additional Amounts, if any, with
respect to the Securities of the applicable series by reason of any legal
proceeding or 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 the Securities of such series
shall be revived and reinstated as though no such deposit had occurred, until
such time as the Trustee (or other qualifying trustee) or Paying Agent is
permitted to apply all such moneys and Government Obligations to pay the
principal of and premium, if any, and interest, if any, on and Additional
Amounts, if any, in respect of the 


 


41

















 


Securities of such
series as contemplated by Sections 401 or 402 as the case may be, and Section 403;
provided, however,
that if the Company makes any payment of the principal of or premium, if any,
or interest if any, on or Additional Amounts, if any, in respect of the
Securities of such series following the reinstatement of its obligations as
aforesaid, the Company shall be subrogated to the rights of the Holders of such
Securities to receive such payment from the funds held by the Trustee (or other
qualifying trustee) or Paying Agent.


 


ARTICLE FIVE


 


REMEDIES


 


Section 501.                                Events of
Default.


 


“Event of Default”,
wherever used herein with respect to Securities of any series, means any one of
the following events (whatever the reason for such Event of Default and whether
it shall be voluntary or involuntary or be effected by operation of law or
pursuant to any judgment, decree or order of any court or any order, rule or
regulation of any administrative or governmental body) unless such event is
specifically deleted or modified in or pursuant to the supplemental indenture,
Board Resolution or Officers’ Certificate establishing the terms of such series
pursuant to this Indenture:


 


(1)                                  default
in the payment of any interest, if any, on, or any Additional Amounts, if any,
payable in respect of any interest on, any of the Securities of such series or
any Coupon appertaining thereto when such interest or such Additional Amounts,
as the case may be, become due and payable, and continuance of such default for
a period of 30 days; or


 


(2)                                  default
in the payment of any principal of, or premium, if any, on, or any Additional
Amounts, if any, payable in respect of any principal of or premium, if any, on,
any of the Securities of such series when due (whether at Maturity or otherwise
and whether payable in cash or in Common Shares or other securities or
property); or


 


(3)                                  default
in the deposit of any sinking fund payment or payment under any analogous
provision when due with respect to any of the Securities of such series; or


 


(4)                                  default
in the delivery when due of any securities, cash or other property (including,
without limitation, any Common Shares) when required to be delivered upon
conversion of any convertible Security of such series or upon the exchange of
any Security of such series which is exchangeable for Common Shares or other securities
or property (other than an exchange of Securities of such series for other
Securities of the same series); or


 


(5)                                  default
after the expiration of any applicable grace period in the payment of principal
when due, or resulting in acceleration of, other indebtedness (other than
Non-recourse Debt) of the Company or any Significant Subsidiary of the Company
for borrowed money or the payment of which is guaranteed by the Company or any
Significant Subsidiary of the Company where the aggregate principal amount with



 


42

















 


respect to which the default or acceleration has
occurred exceeds $25.0 million and such indebtedness has not been discharged,
or such default in payment or acceleration has not been cured or rescinded,
prior to written notice of acceleration of the Outstanding Securities of such
series; or


 


(6)                                  failure
by the Company or any Significant Subsidiary to pay final judgments entered by
a court or courts of competent jurisdiction aggregating in excess of $25.0
million, which judgments are not paid, discharged or stayed for a period of 60
days after such judgments become final and non-appealable, and in the event
such judgment is covered by insurance, an enforcement proceeding has been
commenced by any creditor upon such judgment or decree which is not promptly
stayed; or


 


(7)                                  the
Company or any Significant Subsidiary of the Company pursuant to or under or
within the meaning of any Bankruptcy Law:


 


(i)             commences a voluntary
case or proceeding seeking liquidation, reorganization or other relief with
respect to it or its debts or seeking the appointment of a trustee, receiver,
liquidator, custodian or other similar official of it or any substantial part
of its property; or


 


(ii)          consents to any such relief
or to the appointment of or taking possession by any such official in an
involuntary case or other proceeding commenced against it; or


 


(iii)       consents to the appointment
of a custodian of it or for all or substantially all of its property; or


 


(iv)      makes a general assignment
for the benefit of creditors; or


 


(8)                                  an
involuntary case or other proceeding shall be commenced against the Company or
any Significant Subsidiary of the Company seeking liquidation, reorganization
or other relief with respect to it or its debts under any bankruptcy,
insolvency or other similar law now or hereafter in effect or seeking the
appointment of a trustee, receiver, liquidator, custodian or other similar
official of it or any substantial part of its property, and such involuntary
case or other proceeding shall remain undismissed and unstayed for a period of
60 days; or


 


(9)                                  a
court of competent jurisdiction enters an order or decree under any Bankruptcy
Law that:


 


(i)             is for relief against
the Company or any Significant Subsidiary of the Company in an involuntary case
or proceeding; or


 


(ii)          appoints a trustee,
receiver, liquidator, custodian or other similar official of the Company or any
Significant Subsidiary of the Company or any substantial part of their
respective properties; or


 


43














 


(iii)       orders the liquidation of the Company or any
Significant Subsidiary of the Company;


 


and, in each case in this clause (9), the order or
decree remains unstayed and in effect for 60 days; or


 


(10)                            any
other Event of Default provided in or pursuant to this Indenture with respect
to Securities of such series.


 


Section 502.                                Acceleration of Maturity; Rescission and Annulment.


 


If an Event of Default (other than an Event of Default
specified in clauses (7), (8) or (9) of Section 501 with respect
to the Company) occurs and is continuing with respect to Securities of any
series, then either the Trustee or the Holders of not less than 30% in
aggregate principal amount of the Outstanding Securities of such series may
declare the principal of all the Securities of such series, or such lesser
amount as may be provided for in the Securities of such series, and accrued and
unpaid interest, if any, thereon to be due and payable immediately, by a notice
in writing to the Company (and to the Trustee if given by the Holders), and
upon any such declaration such principal or such lesser amount, as the case may
be, and such accrued and unpaid interest shall become immediately due and
payable.  If an Event of Default
specified in clause (7), (8) or (9) of Section 501 with respect
to the Company occurs with respect to the Securities of any series, then the
principal of all of the Securities of such series, or such lesser amount as may
be provided for in the Securities of such series, and accrued an unpaid
interest, if any, thereon 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 of the Securities of such series.  For purposes of clarity, the parties agree
that references in this Indenture to an Event of Default specified in clauses
(7), (8) or (9) of Section 501with respect to the Company shall
not include any Event of Default specified in clauses (7), (8) or (9) of
Section 501 with respect to any Significant Subsidiary of the Company.


 


At any time after Securities of any series have been
accelerated (whether by declaration of the Trustee or the Holders or
automatically) and before a judgment or decree for payment of the money due has
been obtained by the Trustee as hereinafter in this Article provided, the
Holders of not less than a majority in aggregate principal amount of the
Outstanding Securities of such series, by written notice to the Company and the
Trustee, may rescind and annul such declaration and its consequences if


 


(1)                                  the
Company has paid or deposited with the Trustee a sum of money sufficient to pay
(or, to the extent that the terms of the Securities of such series established
pursuant to Section 301 expressly provide for payment to be made in Common
Shares or other securities or property, Common Shares or other securities or
property, together with cash in lieu of fractional shares or securities to the
extent required pursuant to the terms of such Securities, sufficient to pay)


 


(a)                                  all
overdue installments of any interest on any Securities of such series and any
Coupons appertaining thereto which have become due otherwise


 


44

















 


than
by such declaration of acceleration and any Additional Amounts with respect
thereto,


 


(b)                                 the
principal of and any premium on any Securities of such series which have become
due otherwise than by such declaration of acceleration and any Additional
Amounts with respect thereto and, to the extent permitted by applicable law,
interest thereon at the rate or respective rates, as the case may be, provided
for in or with respect to such Securities, or, if no such rate or rates are so
provided, at the rate or respective rates, as the case may be, of interest
borne by such Securities,


 


(c)                                  to
the extent permitted by applicable law, interest upon installments of any
interest, if any, which have become due otherwise than by such declaration of
acceleration and any Additional Amounts with respect thereto at the rate or
respective rates, as the case may be, provided for in or with respect to such
Securities, or, if no such rate or rates are so provided, at the rate or
respective rates, as the case may be, of interest borne by such Securities, and


 


(d)                                 all
sums paid or advanced by the Trustee hereunder and the reasonable compensation,
fees and expenses, disbursements and advances of the Trustee, its agents and
counsel and all other amounts due the Trustee under Section 606; and


 


(2)                                  all
Events of Default with respect to Securities of such series other than the
non-payment of the principal of, any premium and interest on, and any
Additional Amounts with respect to Securities of such series which shall have
become due solely by such declaration of acceleration, shall have been cured or
waived as provided in Section 513.


 


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


 


Section 503.                                Collection of Indebtedness and Suits for Enforcement by Trustee.


 


The Company covenants
that if:


 


(1)                                  default
is made in the payment of any interest on, or any Additional Amounts payable in
respect of any interest on, any Security or any Coupon appertaining thereto
when such interest or Additional Amounts, as the case may be, shall have become
due and payable and such default continues for a period of 30 days, or


 


(2)                                  default
is made in the payment of any principal of or premium, if any, on, or any
Additional Amounts payable in respect of any principal of or premium, if any,
on, any Security at its Maturity, or


 


(1)                                  default
is made in the deposit of any sinking fund payment when due,


 


the Company shall, upon demand of the Trustee, pay to
the Trustee, for the benefit of the Holders of such Securities and any Coupons
appertaining thereto, the whole amount of money


 


45

















 


then due and payable with respect to such Securities
and any Coupons appertaining thereto, with interest upon the overdue principal,
any premium and, to the extent permitted by applicable law, upon any overdue
installments of interest and Additional Amounts at the rate or respective
rates, as the case may be, provided for or with respect to such Securities or,
if no such rate or rates are so provided, at the rate or respective rates, as
the case may be, of interest borne by such Securities, and, in addition
thereto, such further amount of money as shall be sufficient to cover the costs
and expenses of collection, including the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel and all other
amounts due to the Trustee under Section 606.


 


If the Company fails to pay the money it is required
to pay the Trustee pursuant to the preceding paragraph forthwith upon the
demand of the Trustee, the Trustee, in its own name and as trustee of an
express trust, may institute a judicial proceeding for the collection of the
money so due and unpaid, and 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 any Coupons appertaining thereto and collect the monies
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 and any
Coupons appertaining thereto, wherever situated.


 


If an Event of Default with respect to Securities of
any series occurs and is continuing, the Trustee may in its discretion proceed
to protect and enforce its rights and the rights of the Holders of Securities
of such series and any Coupons appertaining thereto 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 such Securities or in aid of the exercise of
any power granted herein or therein, or to enforce any other proper remedy.


 


Section 504.                                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 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 any overdue principal,
premium, interest or Additional Amounts) shall be entitled and empowered, by intervention
in such proceeding or otherwise,


 


(1)                                  to
file and prove a claim for the whole amount, or such lesser amount as may be
provided for in the Securities of such series, of the principal and any
premium, interest and Additional Amounts owing and unpaid in respect of the
Securities and any Coupons appertaining thereto 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 or counsel) and of the Holders of
Securities or any Coupons allowed in such judicial proceeding, and


 


46

















 


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


 


and any custodian, receiver, assignee, trustee,
liquidator, sequestrator or other similar official in any such judicial
proceeding is hereby authorized by each Holder of Securities or any Coupons 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 of Securities or
any Coupons, to pay to the Trustee any amount due to it for the reasonable compensation,
fees and expenses, disbursements and advances of the Trustee, its agents and
counsel and any other amounts due the Trustee under Section 606.


 


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


 


Section 505.                                Trustee May Enforce Claims without Possession of Securities or
Coupons.


 


All rights of action and claims under this Indenture
or any of 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 or judgment, after provision for the payment of the
reasonable compensation, expenses, disbursements and advances of the Trustee,
its agents and counsel, shall be for the ratable benefit of each and every
Holder of a Security or Coupon in respect of which such judgment has been
recovered.


 


Section 506.                                Application of Money Collected.


 


Any money collected by the Trustee pursuant to this Article with
respect to the Securities of any series shall be applied in the following order,
at the date or dates fixed by the Trustee and, in case of the distribution of
such money on account of principal, or any premium, interest or Additional
Amounts, upon presentation of such Securities or the Coupons, if any,
appertaining thereto, 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 and any predecessor Trustee under Section 606;


 


SECOND:  To the
payment of the amounts then due and unpaid upon the Securities and any Coupons
for principal and any premium, interest and Additional Amounts 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 aggregate amounts
due and payable on such Securities and Coupons for principal and any premium,
interest and Additional Amounts;


 


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


 


47

















 


Section 507.                                Limitations on Suits.


 


No Holder of any Security of any series or any Coupons
appertaining thereto 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 such series;


 


(2)                                  the
Holders of not less than 30% in aggregate principal amount of the Outstanding
Securities of such series shall have made written request to the Trustee to
institute proceedings in respect of such Event of Default in its own name as
Trustee hereunder;


 


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


 


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


 


(5)                                  no
direction inconsistent with such written request has been given to the Trustee
during such 60-day period by the Holders of a majority in principal amount of
the Outstanding Securities of such series;


 


it being understood and intended that no one or more
of such Holders shall have any right in any manner whatever by virtue of, or by
availing of, any provision of this Indenture or any Security to affect, disturb
or prejudice the rights of any other such Holders or Holders of Securities of
any other series, or to obtain or to seek to obtain priority or preference over
any other Holders or to enforce any right under this Indenture, except in the
manner herein provided and for the equal and ratable benefit of all such
Holders.


 


Section 508.                                Unconditional Right of Holders to Receive Principal and any Premium,
Interest and Additional Amounts.


 


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 of the principal of, any premium, if any,
and (subject to Sections 305 and 307) interest, if any, on and any Additional
Amounts with respect to such Security or such Coupon, as the case may be, on
the respective Stated Maturity or Maturities therefor specified in such
Security or Coupon (or, in the case of redemption, on the Redemption Date or,
in the case of repayment pursuant to Article Thirteen hereof at the option
of such Holder if provided in or pursuant to this Indenture, on the date such
repayment is due) and, in the case of any Security which is convertible into or
exchangeable for other securities or property, to convert or exchange, as the
case may be, such Security in accordance with its terms, and to institute suit
for the enforcement of any such payment and any such right to convert or
exchange, and such right shall not be impaired without the consent of such
Holder.


 


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Section 509.                                Restoration of Rights and Remedies.


 


If the Trustee or any Holder of a Security or a Coupon
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 the Company, the Trustee and each such Holder shall,
subject to any determination in such proceeding, be restored severally and
respectively to their former positions hereunder, and thereafter all rights and
remedies of the Trustee and each such Holder shall continue as though no such
proceeding had been instituted.


 


Section 510.                                Rights and Remedies Cumulative.


 


To the extent permitted by applicable law and 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 306,
no right or remedy herein conferred upon or reserved to the Trustee or to each
and every Holder of a Security or a Coupon is intended to be exclusive of any
other right or remedy, and every right and remedy, to the extent permitted by
law, shall 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, to the extent permitted by law,
prevent the concurrent assertion or employment of any other appropriate right
or remedy.


 


Section 511.                                Delay or Omission Not Waiver.


 


No delay or omission of the Trustee or of any Holder
of any Security or Coupon to exercise any right or remedy accruing upon any
Event of Default shall, to the extent permitted by applicable law, 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 any Holder of
a Security or a Coupon may, to the extent permitted by applicable law, be
exercised from time to time, and as often as may be deemed expedient, by the
Trustee or by such Holder, as the case may be.


 


Section 512.                                Control by Holders of Securities.


 


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


 


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


 


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


 


(3)                                  such
direction is not unduly prejudicial to the rights of the other Holders of
Securities of such series not joining in such action.


 


49

















 


Section 513.                                Waiver of Past Defaults.


 


The Holders of not less than a majority in aggregate
principal amount of the Outstanding Securities of any series on behalf of the
Holders of all the Securities of such series and any Coupons appertaining
thereto may waive any past default hereunder with respect to such series and
its consequences, except


 


(1)                                  a
default in the payment of the principal of, any premium or interest on, or any
Additional Amounts with respect to, any Security of such series or any Coupons
appertaining thereto, or


 


(2)                                  in
the case of any Securities which are convertible into or exchangeable for
Common Shares or other securities or property, a default in any such conversion
or exchange, or


 


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


 


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


 


Section 514.                                Waiver of Usury, Stay or Extension Laws.


 


The Company covenants that (to the extent that it may
lawfully do so) 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 any usury law or any other law wherever enacted, now or at any time
hereafter in force, which would prohibit or forgive the Company from paying all
or any portion of the principal of or premium, if any, or interest, if any, on
or Additional Amounts, if any, with respect to any Securities as contemplated
herein and therein or which may affect the covenants or the performance of this
Indenture or the Securities; and the Company (to the extent that it may
lawfully do so) 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 or the Holders, but will suffer and permit the execution
of every such power as though no such law had been enacted.


 


Section 515.                                Undertaking for Costs.


 


All parties to this Indenture agree, and each Holder
of any Security by his acceptance thereof shall be deemed to have agreed, that
any court may in its discretion require, in any suit for the enforcement of any
right or remedy under this Indenture, or in any suit against the Trustee for
any action taken or omitted to be taken by it as Trustee, the filing by any
party litigant in such suit of any undertaking to pay the costs of such suit,
and that such court may in its discretion assess reasonable costs, including
reasonable attorneys’ fees and disbursements, against any party litigant in
such suit having due regard to the merits and good faith of the claims or
defenses made by such party litigant; but the provisions of this Section 515
shall not apply to any suit instituted by the Trustee, to any suit instituted
by any Holder, or group of Holders, holding in the


 


50

















 


aggregate more than 10%
in principal amount of Outstanding Securities of any series, or to any suit
instituted by any Holder for the enforcement of the payment of the principal of
(or premium, if any) or interest, if any, on or Additional Amounts, if any,
with respect to any Security on or after the respective Stated Maturities
expressed in such Security (or, in the case of redemption, on or after the
Redemption Date, and, in the case of repayment at the option of the Holder
pursuant to Article Thirteen hereof, on or after the date for repayment)
or for the enforcement of the right, if any, to convert or exchange any
Security into Common Shares or other securities in accordance with its terms.


 


ARTICLE
SIX


 


THE
TRUSTEE


 


Section 601.                                Certain Rights of Trustee.


 


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


 


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


 


(2)                                  any
request or direction of the Company mentioned herein shall be sufficiently
evidenced by a Company Request or a Company Order (in each case, other than
delivery of any Security, together with any Coupons appertaining thereto, to the
Trustee for authentication and delivery pursuant to Section 303 which
shall be sufficiently evidenced as provided therein) and any resolution of the
Board of Directors may 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 shall be herein
specifically prescribed) may, in the absence of bad faith on its part, rely
upon an Officers’ Certificate;


 


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


 


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


 


51

















 


(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, coupon 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, during business hours and upon reasonable notice,
the books, records and premises of the Company, personally or by agent or attorney;
and


 


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


 


Section 602.                                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 by mail to all Holders of Securities of such series entitled to
receive reports pursuant to Section 703(3), 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, on, or
Additional Amounts or any sinking fund installment with respect to, any
Security of such series, the Trustee shall be protected in withholding such
notice if and so long as the board of directors, the executive committee or a
trust committee of directors and/or Responsible Officers of the Trustee in good
faith determine that the withholding of such notice is in the best interest of
the Holders of Securities and Coupons of such series; and provided,
further, that in the case of any default of the character specified
in Section 501(4) or 501(10) with respect to Securities of such
series, no such notice to Holders shall be given until at least 30 days after
the occurrence thereof.  For the purpose
of this Section, the term “default” means any event which is, or after notice
or lapse of time or both would become, an Event of Default with respect to
Securities of such series.


 


Section 603.                                Not Responsible for Recitals or Issuance of Securities.


 


The recitals contained herein and in the Securities,
except the Trustee’s certificate 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 the
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 the Securities or the proceeds thereof.


 


52

















 


Section 604.                                May Hold Securities.


 


The Trustee, any Authenticating Agent, any Paying
Agent, any Security Registrar or any other Person that may be an agent of the
Trustee or the Company, in its individual or any other capacity, may become the
owner or pledgee of Securities or Coupons and, subject to Sections 310(b) and
311 of the Trust Indenture Act, 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 Person.


 


Section 605.                                Money Held in Trust.


 


Except as provided in Section 403 and Section 1003,
money held by the Trustee in trust hereunder need not be segregated from other
funds except to the extent required by law and shall be held uninvested.  The Trustee shall be under no liability for
interest on any money received by it hereunder except as otherwise agreed in
writing with the Company.


 


Section 606.                                Compensation and Reimbursement.


 


The Company agrees:


 


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


 


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


 


(3)                                  to
indemnify the Trustee and its agents for, and to hold them harmless against,
any loss, liability or reasonable expense (including, without limitation, the
reasonable fees and disbursements of the Trustee’s agents, legal counsel,
accountants and experts) incurred without negligence or bad faith on their
part, arising out of or in connection with the acceptance or administration of
the trust or trusts hereunder, including the reasonable costs and expenses of
defending themselves against any claim or liability in connection with the
exercise or performance of any of their powers or duties hereunder, except to
the extent that any such loss, liability or expense was due to the Trustee’s
negligence or bad faith.


 


As security for the performance of the obligations of
the Company under this Section, the Trustee shall have a lien prior to the
Securities of any series 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 or interest on or any Additional Amounts with respect to Securities or
any Coupons appertaining thereto.


 


53














 


Any compensation or expense incurred by the Trustee
after a default specified by Section 501(7), (8) or (9) is
intended to constitute an expense of administration under any then applicable
bankruptcy or insolvency law.  “Trustee”
for purposes of this Section 606 shall include any predecessor Trustee but
the negligence or bad faith of any Trustee shall not affect the rights of any
other Trustee under this Section 606. 
The provisions of this Section 606 shall, to the extent permitted
by law, survive any termination of this Indenture (including, without
limitation, termination pursuant to any Bankruptcy Laws) and the resignation or
removal of the Trustee.


 


Section 607.                                Corporate Trustee Required; Eligibility.


 


(1)                                  There
shall at all times be a Trustee hereunder that is a Corporation, organized and
doing business under the laws of the United States of America, any state
thereof or the District of Columbia, eligible under Section 310(a)(1) of
the Trust Indenture Act to act as trustee under an indenture qualified under
the Trust Indenture Act and that has a combined capital and surplus (computed
in accordance with Section 310(a)(2) of the Trust Indenture Act) of
at least $50,000,000 subject to supervision or examination by Federal or state
authority.  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.


 


(2)                                  The
following indenture shall be considered specifically described herein for
purposes of clause (i) of the proviso contained in Section 310(b)(1) of
the Trust Indenture Act: Indenture, dated as of April 6, 2004, as
amended, by and among Sealy Mattress Company, the guarantors named therein and
The Bank of New York Trust Company, N.A., as trustee; and, pursuant to Section 310(b)(1)(C)(i) of
the Trust Indenture Act, unless otherwise ordered by the Commission, an Event
of Default or default by the Company under this Indenture will not disqualify
the Trustee under this Indenture because it is a trustee under such other
indenture.


 


Section 608.                                Resignation and Removal; Appointment of Successor.


 


(1)                                  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 pursuant to Section 609.


 


(2)                                  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 609 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 such series.


 


(3)                                  The
Trustee may be removed at any time with respect to the Securities of any series
by Act of the Holders of a majority in principal amount of the Outstanding
Securities of such series, delivered to the Trustee and the Company.


 


(4)                                  If
at any time:


 


(a)                                  the
Trustee shall fail to comply with the obligations imposed upon it under Section 310(b) of
the Trust Indenture Act with respect to Securities of any series after


 


54

















 


written
request therefor by the Company or any Holder of a Security of such series who
has been a bona fide Holder of a Security of such series for at least six
months, or


 


(b)                                 the
Trustee shall cease to be eligible under Section 607 and shall fail to
resign after written request therefor by the Company or any such Holder, or


 


(c)                                  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 or
pursuant to a Board Resolution, may remove the Trustee with respect to all
Securities or the Securities of such series, or (ii) subject to Section 315(e) of
the Trust Indenture Act, any Holder of a Security 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 removal of the Trustee with respect to all Securities of
such series and the appointment of a successor Trustee or Trustees.


 


(5)                                  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 or pursuant to a Board
Resolution, shall promptly appoint a successor Trustee or Trustees with respect
to the Securities of that or those series (it being understood that any such
successor Trustee may be appointed with respect to the Securities of one or
more or all of such series and that at any time there shall be only one Trustee
with respect to the Securities of any particular series) and shall comply with
the applicable requirements of Section 609.  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 609, 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 of Securities and accepted appointment in the manner required by Section 609,
any Holder of a Security 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.


 


(6)                                  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 by mailing
written notice of such event by first-class mail, postage prepaid, to the
Holders of Registered Securities, if any, of such series as their names and
addresses appear in the Security Register and, if Securities of such series are
issued as Bearer Securities, by publishing notice of such event once in an
Authorized Newspaper in each Place of Payment located outside the United
States.  Each notice shall include the
name of the


 


55

















 


successor Trustee with respect to the Securities of
such series and the address of its Corporate Trust Office.


 


Section 609.                                Acceptance of Appointment by Successor.


 


(1)                                  Upon
the appointment hereunder of any successor Trustee with respect to all
Securities, such successor Trustee so appointed shall execute, acknowledge and
deliver to the Company and 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 hereunder of the retiring Trustee; but, on the request of the Company or
such successor Trustee, such retiring Trustee, upon payment of its charges,
shall execute and deliver an instrument transferring to such successor Trustee
all the rights, powers and trusts of the retiring Trustee and, subject to Section 1003,
shall duly assign, transfer and deliver to such successor Trustee all property
and money held by such retiring Trustee hereunder, subject nevertheless to its
claim, if any, provided for in Section 606.


 


(2)                                  Upon
the appointment hereunder of any successor Trustee with respect to the
Securities of one or more (but not all) series, the Company, the retiring Trustee
and such successor Trustee 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, such successor Trustee all the rights, powers,
trusts and duties of the retiring Trustee with respect to the Securities of
that or those series to which the appointment of such successor Trustee
relates, (2) if the retiring Trustee is not retiring with respect to all
Securities, shall contain such provisions as shall be deemed necessary or
desirable to confirm that all the rights, powers, trusts and duties of the
retiring Trustee with respect to the Securities of that or those series as to
which the retiring Trustee is not retiring shall continue to be vested in the
retiring Trustee, and (3) shall add to or change any of the provisions of
this Indenture as shall be necessary to provide for or facilitate the
administration of the trusts hereunder by more than one Trustee, it being
understood that nothing herein or in such supplemental indenture shall
constitute such Trustees co-trustees of the same trust, 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 that no
Trustee shall be responsible for any notice given to, or received by, or any
act or failure to act on the part of any other Trustee hereunder, 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, such retiring Trustee shall have no further responsibility for the
exercise of rights and powers or for the performance of the duties and
obligations vested in the Trustee under this Indenture with respect to the
Securities of that or those series to which the appointment of such successor
Trustee relates other than as hereinafter expressly set forth, 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
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 such
successor Trustee, such retiring Trustee, upon payment of its charges with
respect to the Securities of that or those series to which the appointment of
such successor relates and subject to Section 1003 shall duly assign,
transfer and deliver to such successor Trustee, to the extent contemplated by
such supplemental indenture, the property and money held by such


 


56

















 


retiring Trustee hereunder with respect to the
Securities of that or those series to which the appointment of such successor
Trustee relates, subject to its claim, if any, provided for in Section 606.


 


(3)                                  Upon
request of any Person appointed hereunder as a successor Trustee, the Company
shall execute any and all instruments for more fully and certainly vesting in
and confirming to such successor Trustee all such rights, powers and trusts
referred to in paragraph (1) or (2) of this Section, as the case may
be.


 


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


 


Section 610.                                Merger, Conversion, Consolidation or Succession to Business.


 


Any Corporation into which the Trustee may be merged
or converted or with which it may be consolidated, or any Corporation resulting
from any merger, conversion or consolidation to which the Trustee shall be a
party, or any Corporation succeeding to all or substantially all of the
corporate trust business of the Trustee, shall be the successor of the Trustee
hereunder (provided that such Corporation shall otherwise be 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 such
successor 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
Securities shall not have been authenticated by such predecessor Trustee, any
such successor Trustee may authenticate and deliver such Securities in either
its own name or that of its predecessor Trustee.


 


Section 611.                                Appointment of Authenticating Agent.


 


The Trustee may appoint one or more Authenticating
Agents acceptable to the Company with respect to one or more series of
Securities which shall be authorized to act on behalf of the Trustee to
authenticate Securities of that or those series issued upon original issue,
exchange, registration of transfer, partial redemption, partial repayment,
partial conversion or exchange for Common Shares or other securities or
property, or pursuant to Section 306, and Securities so authenticated
shall be entitled to the benefits of this Indenture and shall be valid and
obligatory for all purposes as if authenticated by the Trustee hereunder.  Wherever reference is made in this Indenture
to the authentication and delivery of Securities by the Trustee or the Trustee’s
certificate of authentication, such reference shall be deemed to include
authentication and delivery on behalf of the Trustee by an Authenticating Agent
and a certificate of authentication executed on behalf of the Trustee by an
Authenticating Agent.


 


Each Authenticating Agent shall be acceptable to the
Company and, except as provided in or pursuant to this Indenture, shall at all
times be a Corporation that would be permitted by the Trust Indenture Act to
act as trustee under an indenture qualified under the Trust Indenture Act, is
authorized under applicable law and by its charter to act as an Authenticating
Agent and has a combined capital and surplus (computed in accordance with Section 310(a)(2) of
the Trust 


 


57

















 


Indenture Act) of at
least $50,000,000.  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 or converted or with which it may be consolidated, or any Corporation
resulting from any merger, conversion or consolidation to which such
Authenticating Agent shall be a party, or any Corporation succeeding to all or
substantially all of the corporate agency or corporate trust business of an
Authenticating Agent, shall be the successor of such Authenticating Agent
hereunder, 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.


 


An Authenticating Agent may resign at any time by
giving written notice thereof to the Trustee and 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 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 (i) mail written notice of such appointment by first-class mail,
postage prepaid, to all Holders of Registered Securities, if any, of the series
with respect to which such Authenticating Agent shall serve, as their names and
addresses appear in the Security Register, and (ii) if Securities of the
series are issued as Bearer Securities, publish notice of such appointment at
least once in an Authorized Newspaper in the place where such successor
Authenticating Agent has its principal office if such office is located outside
the United States.  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 Company agrees to pay each Authenticating Agent
from time to time reasonable compensation for its services under this
Section.  If the Trustee makes such
payments, it shall be entitled to be reimbursed for such payments, subject to
the provisions of Section 606.


 


The provisions of Sections 308, 603 and 604 shall be
applicable to each Authenticating Agent.


 


If an Authenticating Agent is appointed with respect
to one or more series of Securities pursuant to this Section, the Securities of
such series may have endorsed thereon, in addition to or in lieu of the Trustee’s
certificate of authentication, an alternate certificate of authentication in
substantially the following form:


 


58

















 


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


 


	
   

  	
  ·,

  
	
   

  	
   

  	
      As
  Trustee

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
    As
  Authenticating Agent

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
    Authorized
  Signatory

  



 


If all of the Securities of any series may not be
originally issued at one time, and if the Trustee does not have an office
capable of authenticating Securities upon original issuance located in a Place
of Payment where the Company wishes to have Securities of such series
authenticated upon original issuance, the Trustee, if so requested in writing
(which writing need not be accompanied by or contained in an Officers’
Certificate of the Company), shall appoint in accordance with this Section an
Authenticating Agent having an office in a Place of Payment designated by the
Company with respect to such series of Securities.


 


ARTICLE
SEVEN


 


HOLDERS
LISTS AND REPORTS BY TRUSTEE AND COMPANY


 


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


 


In accordance with Section 312(a) of the
Trust Indenture Act, the Company shall furnish or cause to be furnished to the
Trustee


 


(1)                                  semi-annually
with respect to Securities of each series not later than ·
and · of the year or upon such other dates as are set
forth in or pursuant to the Board Resolution or indenture supplemental hereto
authorizing such series, a list, in each case in such form as the Trustee may
reasonably require, of the names and addresses of Holders as of the applicable
date, and


 


(2)                                  at
such other times as the Trustee may request in writing, within 30 days after
the receipt by the Company of any such request, a list of similar form and
content as of a date not more than 15 days prior to the time such list is
furnished,


 


provided, however, that so long
as the Trustee is the Security Registrar no such list shall be required to be
furnished.


 


59

















 


Section 702.                                Preservation of Information; Communications to Holders.


 


The Trustee shall comply with the obligations imposed
upon it pursuant to Section 312 of the Trust Indenture Act.


 


Every Holder of Securities or Coupons, by receiving
and holding the same, agrees with the Company and the Trustee that none of the
Company, the Trustee, any Paying Agent or any Security Registrar shall be held
accountable by reason of the disclosure of any such information as to the names
and addresses of the Holders of Securities in accordance with Section 312(c) of
the Trust Indenture Act, 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 Section 312(b) of
the Trust Indenture Act.


 


Section 703.                                Reports by Trustee.


 


(1)                                  Within
60 days after May 15 of each year commencing with the first May 15
following the first issuance of Securities pursuant to Section 301, if
required by Section 313(a) of the Trust Indenture Act, the Trustee
shall transmit, pursuant to Section 313(c) of the Trust Indenture
Act, a brief report dated as of such May 15 with respect to any of the
events specified in said Sections 313(a) and 313(b)(2) which may have
occurred since the later of the immediately preceding May 15 and the date
of this Indenture.


 


(2)                                  The
Trustee shall transmit the reports required by Section 313(a) of the
Trust Indenture Act at the times specified therein.


 


(3)                                  Reports
pursuant to this Section shall be transmitted in the manner and to the
Persons required by Sections 313(c) and 313(d) of the Trust Indenture
Act.


 


Section 704.                                Reports by Company.


 


The Company pursuant to Section 314(a) of
the Trust Indenture Act, shall:


 


(1)                                  file
with the Trustee, within 15 days after the Company is required to file the same
with the Commission, copies of the annual reports and of the information,
documents and other reports (or copies of such portions of any of the foregoing
as the Commission may from time to time by rules and regulations
prescribe) which the Company may be required to file with the Commission
pursuant to Section 13 or Section 15(d) of the Exchange Act; or,
if the Company is not required to file information, documents or reports
pursuant to either of said Sections, then it shall file with the Trustee and
the Commission, in accordance with rules and regulations prescribed from
time to time by the Commission, such of the supplementary and periodic
information, documents and reports which may be required pursuant to Section 13
of the Exchange Act in respect of a security listed and registered on a
national securities exchange as may be prescribed from time to time in such rules and
regulations;


 


(2)                                  file
with the Trustee and the Commission, in accordance with rules and
regulations prescribed from time to time by the Commission, such additional
information, documents and reports with respect to compliance by the Company
with the conditions


 


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and
covenants of this Indenture as may be required from time to time by such rules and
regulations; and


 


(3)                                  transmit
within 30 days after the filing thereof with the Trustee, in the manner and to
the extent provided in Section 313(c) of the Trust Indenture Act,
such summaries of any information, documents and reports required to be filed
by the Company pursuant to paragraphs (1) and (2) of this Section as
may be required by rules and regulations prescribed from time to time by
the Commission.


 


ARTICLE
EIGHT


 


CONSOLIDATION,
MERGER AND SALES


 


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


 


The Company shall not, in any transaction or series of
related transactions, consolidate with, or sell, assign, transfer, lease,
convey or otherwise dispose of all or substantially all of its property and
assets to, or merge with or into or wind up into, any Person unless:


 


(1)                                  either
(A) the Company shall be the continuing Person (in the case of a merger)
or (B) the successor Person (if other than the Company) formed by or
resulting from the consolidation or merger or to which such sale, assignment,
transfer, lease, conveyance or other disposition shall have been made shall be
an entity organized or existing under the laws of the United States of America,
any state thereof or the District of Columbia and shall expressly assume the
due and punctual payment of the principal of, premium, if any, and interest, if
any, on, and Additional Amounts, if any, with respect to, all Securities
Outstanding under this Indenture and the due and punctual performance and
observance of all covenants and conditions in such Outstanding Securities and
this Indenture to be performed or satisfied by the Company (including, without
limitation, the obligation to convert or exchange any Securities that are
convertible into or exchangeable for other securities or property in accordance
with the provisions of such Securities and this Indenture) by a supplemental
indenture reasonably satisfactory in form to the Trustee;


 


(2)                                  immediately
after giving effect to such transaction, no Event of Default, and no event
which, after notice or lapse of time, or both, would become an Event of
Default, shall have occurred and be continuing;  and


 


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


 


61

















 


Section 802.                                Successor Person Substituted for Company.


 


In the case of any such merger, consolidation, sale,
assignment, transfer, lease, conveyance or other disposition in which the
Company is not the continuing entity and upon execution and delivery by the
successor Person of the supplemental indenture described in Section 801,
such successor Person shall succeed to, and be substituted for, the Company 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 the predecessor Company shall be automatically released and
discharged from all obligations and covenants under this Indenture, the
Securities and the Coupons.


 


ARTICLE
NINE


 


SUPPLEMENTAL
INDENTURES


 


Section 901.                                Supplemental Indentures without Consent of Holders.


 


Without the consent of any Holders of Securities or
Coupons, 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 reasonably 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; or


 


(2)                                  to
add to the covenants of the Company for the benefit of the Holders of all or
any series of Securities (as shall be specified in such supplemental indenture
or indentures) or to surrender any right or power herein conferred upon the Company
with respect to all or any series of Securities issued under this Indenture (as
shall be specified in such supplemental indenture or indentures); or


 


(3)                                  to
add to or change any of the provisions of this Indenture to facilitate the
issuance of Bearer Securities, to provide that Bearer Securities may be
registrable as to principal, to change or eliminate any restrictions on the
payment of principal of, any premium or interest on or any Additional Amounts
with respect to Securities, to permit Bearer Securities to be issued in
exchange for Registered Securities, to permit Bearer Securities to be exchanged
for Bearer Securities of other authorized denominations or to permit or
facilitate the issuance of Securities in uncertificated or global form, provided
any such action shall not adversely affect the interests of the Holders of
Securities of any series then Outstanding or any Coupons appertaining thereto;
or


 


(4)                                  to
establish the form or terms of Securities of any series and any Coupons
appertaining thereto as permitted by Sections 201 and 301, including, without
limitation, any conversion or exchange provisions applicable to Securities
which are convertible into or exchangeable for other securities or property,
and to make any deletions from or additions or changes to this Indenture in
connection with any matters referred to in this


 


62

















 


clause
(4) (provided that any such deletions, additions and changes shall not be
applicable to any other series of Securities then Outstanding); or


 


(5)                                  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 609; or


 


(6)                                  to
comply with the Article Eight;


 


(7)                                  to
cure any ambiguity, omission, defect or inconsistency or to correct or
supplement any provision herein which may be defective or which may be
inconsistent with any other provision herein, or to make any other provisions
with respect to matters or questions arising under this Indenture which shall
not adversely affect the interests of the Holders of Securities of any series
then Outstanding or any Coupons appertaining thereto in any material respect;
or


 


(8)                                  to
add any additional Events of Default with respect to all or any series of
Securities (as shall be specified in such supplemental indenture); or


 


(9)                                  to
supplement any of the provisions of this Indenture to such extent as shall be
necessary to permit or facilitate the defeasance, covenant defeasance and/or
satisfaction and discharge of any series of Securities pursuant to Article Four,
provided that any such action shall not
adversely affect the interests of any Holder of a Security of such series and
any Coupons appertaining thereto or any other Security or Coupon in any
material respect; or


 


(10)                            to
comply with requirements of the Commission in order to effect or maintain the
qualification of this Indenture under the Trust Indenture Act of 1939;


 


(11)                            to
add guarantees or guarantors in respect of all or any Securities under this
Indenture, and to evidence the release and discharge of any guarantor from its
obligations under its guarantee of any or all Securities and its obligations
under this Indenture in respect of any or all Securities in accordance with the
terms of this Indenture;


 


(12)                            to
secure or, if applicable, to provide additional security for all or any
Securities issued under this Indenture and all or any guarantees, if any, of
all or any such Securities and to provide for any and all matters relating
thereto, and to provide for the release of any collateral as security for all
or any Securities or all or any guarantees, if any, of all or any Securities in
accordance with the terms of this Indenture; or


 


(13)                            to
make any change in this Indenture or any Securities to conform the terms
thereof to the terms reflected in any prospectus, prospectus supplement,
offering memorandum or similar offering document used in connection with the
initial offering or sale of any Securities; or


 


63














 


(14)         in the case of any series of Securities
which are convertible into or exchangeable for Common Shares or other
securities or property, to safeguard or provide for the conversion or exchange
rights, as the case may be, of such Securities in the event of any
reclassification or change of outstanding Common Shares (or any other
securities of the Company into which such Securities are convertible or for
which such Securities are exchangeable), or in the event of any merger,
consolidation, statutory share exchange or combination of the Company with or
into another Person or any sale, lease, assignment, transfer, disposition or
other conveyance of all or substantially all of the properties and assets of
the Company to any other Person or other similar transactions, if expressly
required by the terms of such series of Securities established pursuant to Section 301;
or


 


(15)         to amend or supplement any provision
contained herein or in any Securities (which amendment or supplement may apply
to one or more series of Securities or to one or more Securities within any
series as specified in such supplemental indenture), provided
that such amendment or supplement does not apply to any Outstanding Security
issued prior to the date of such supplemental indenture and entitled to the
benefits of such provision.


 


Section 902.                                Supplemental Indentures with Consent of Holders.


 


With the consent of the Holders of not less than a majority in
principal amount of the Outstanding Securities of each series affected by such
supplemental indenture, by Act of said Holders delivered to the Company and the
Trustee, the Company (when authorized by 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 or of the Securities of
such series or of modifying in any manner the rights of the Holders of
Securities of such series under this Indenture; provided, that
no such supplemental indenture, without the consent of the Holder of each
Outstanding Security affected thereby, shall


 


(1)           change the Stated Maturity of the
principal of, or premium, if any, or any installment of interest, if any, on,
or any Additional Amounts, if any, with respect to, any Security, or reduce the
principal amount thereof or the premium, if any, thereon or the rate (or modify
the calculation of such rate) of interest thereon, or reduce the amount payable
upon redemption, whether such redemption is mandatory or at the option of the
Company, or upon repayment thereof at the option of the Holder, or reduce any
Additional Amounts payable with respect thereto, or change the obligation of
the Company to pay Additional Amounts pursuant to Section 1004 (except as
contemplated by Section 801(1) and permitted by Section 901(1)),
or reduce the amount of the principal of any Original Issue Discount Security
that would be due and payable upon a declaration of acceleration of the
Maturity thereof pursuant to Section 502 or the amount thereof provable in
bankruptcy pursuant to Section 504, or adversely affect the right of
repayment at the option of any Holder as contemplated by Article Thirteen,
or change the Place of Payment where or the Currency in which the principal of,
any premium or interest on, or any Additional Amounts with respect to any
Security is payable, or impair the right to institute suit for the enforcement
of any such payment on or after the Stated 


 


64

















 


Maturity thereof
(or, in the case of redemption, on or after the Redemption Date or, in the case
of repayment pursuant to Article Thirteen at the option of the Holder, on
or after the date for repayment) in each case as such Stated Maturity, Redemption
Date or date for repayment may, if applicable, be extended in accordance with
the terms of such Security or any Coupon appertaining thereto, or in the case
of any Security which is convertible into or exchangeable for other securities
or property, impair the right to institute suit to enforce the right to convert
or exchange such Security in accordance with its terms, or


 


(2)           reduce the percentage in principal
amount of the Outstanding Securities of any series, the consent of whose
Holders is required for any such supplemental indenture, or the consent of
whose Holders is required for any waiver (of compliance with certain provisions
of this Indenture or certain defaults hereunder and their consequences)
provided for in Section 513 or 1006 of this Indenture, or reduce the
requirements of Section 1504 for quorum or voting, or


 


(3)           make any change that adversely
affects the right, if any, to convert or exchange any Security for Common
Shares or other securities or property in accordance with its terms, or


 


(4)           modify any of the provisions of this
Section, Section 513 or Section 1006, except to increase any such
percentage or to provide that certain other provisions of this Indenture cannot
be modified or waived without the consent of the Holder of each Outstanding
Security affected thereby.


 


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


 


Anything in this Indenture to the contrary notwithstanding, if more
than one series of Securities is Outstanding, the Company shall be entitled to
enter into a supplemental indenture under this Section 902 with respect to
any one or more series of Outstanding Securities without entering into a
supplemental indenture with respect to any other series of Outstanding
Securities.


 


It shall not be necessary for any Act of Holders of Securities 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 903.                                Execution of Supplemental Indentures.


 


As a condition to executing, or accepting the additional trusts created
by, any supplemental indenture permitted by this Article or the modifications
thereby of the trust created by this Indenture, the Trustee shall be entitled
to receive, and (subject to Sections 315(a) through 315(d) of the
Trust Indenture Act) shall be fully protected in relying upon, an Officers’
Certificate to the effect that the execution of such supplemental indenture is
authorized or permitted by this Indenture and that such supplemental indenture
has been duly authorized, executed and delivered by, and is a valid, binding
and enforceable obligation of, the Company, 


 


65

















 


subject to customary exceptions.  The Trustee may, but shall not be obligated
to, enter into any such supplemental indenture which affects the Trustee’s own
rights, duties or immunities under this Indenture or otherwise.


 


Section 904.                                Effect of Supplemental Indentures.


 


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


 


Section 905.                                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 906.                                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.


 


ARTICLE
TEN


 


COVENANTS


 


Section 1001.                          Payment of Principal, Premium, Interest and Additional Amounts.


 


The Company covenants and agrees for the benefit of the Holders of the
Securities of each series that it will duly and punctually pay the principal
of, any premium and interest on and any Additional Amounts with respect to the
Securities of such series, whether payable in cash, Common Shares or other
securities or property, in accordance with the terms thereof, any Coupons
appertaining thereto and this Indenture. 
Any interest due on any Bearer Security on or before the Maturity
thereof, and any Additional Amounts payable with respect to such interest,
shall be payable only upon presentation and surrender of the Coupons
appertaining thereto for such interest as they severally mature.


 


Section 1002.                          Maintenance of Office or Agency.


 


The Company shall maintain in each Place of Payment for any series of
Securities an Office or Agency where Securities of such series (but not Bearer
Securities, except as otherwise provided below, unless such Place of Payment is
located outside the United States) may be presented or surrendered for payment,
where Securities of such series may be surrendered for 


 


66

















 


registration of transfer or exchange, where Securities
of such series that are convertible or exchangeable may be surrendered for
conversion or exchange, and where notices and demands to or upon the Company in
respect of the Securities of such series relating thereto and this Indenture
may be served.  If Securities of a series
are issuable as Bearer Securities, the Company shall maintain, subject to any
laws or regulations applicable thereto, an Office or Agency in a Place of
Payment for such series which is located outside the United States where
Securities of such series and any Coupons appertaining thereto may be presented
and surrendered for payment; provided, however,
that if the Securities of such series are listed on any stock exchange located
outside the United States and such stock exchange shall so require, the Company
shall maintain a Paying Agent in a city located outside the United States
required by such stock exchange, so long as the Securities of such series are
listed on such exchange.  The Company
will give prompt written notice to the Trustee of the location, and any change
in the location, of such Office or Agency. 
If at any time the Company shall fail to maintain any such required
Office or Agency or shall fail to furnish the Trustee with the address thereof,
such presentations, surrenders, notices and demands may be made or served at
the Corporate Trust Office of the Trustee, except that Bearer Securities of
such series and any Coupons appertaining thereto may be presented and surrendered
for payment at the place specified for the purpose with respect to such
Securities as provided in or pursuant to this Indenture, and the Company hereby
appoints the Trustee as its agent to receive all such presentations,
surrenders, notices and demands.


 


Except as otherwise provided in or pursuant to this Indenture, no
payment of principal, premium, interest or Additional Amounts with respect to
Bearer Securities shall be made at any Office or Agency in the United States or
by check mailed to any address in the United States or by transfer to an
account maintained with a bank located in the United States; provided, however, if amounts owing with respect to any
Bearer Securities shall be payable in Dollars, payment of principal of, any
premium or interest on and any Additional Amounts with respect to any such
Security may be made at the Corporate Trust Office of the Trustee or any Office
or Agency designated by the Company in the United States designated for such
purpose, if (but only if) payment of the full amount of such principal,
premium, interest or Additional Amounts at all offices outside the United
States maintained for such purpose by the Company in accordance with this
Indenture is illegal or effectively precluded by exchange controls or other similar
restrictions (in which case the Company shall so notify the Trustee in
writing).


 


The Company may also from time to time designate one or more other
Offices or Agencies where the Securities of one or more series may be presented
or surrendered for any or all such purposes and may from time to time rescind
such designations; provided, however,
that no such designation or rescission shall in any manner relieve the Company
of its obligations to maintain an Office or Agency in each Place of Payment for
Securities of any series for such purposes. 
The Company shall 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 provided in or pursuant to this Indenture (including,
without limitation, pursuant to Section 301 with respect to the Securities
of any series), the Company hereby designates the place where the Trustee shall
from time to time maintain its Corporate Trust Office as the Company’s Office
or Agency for such purpose and initially appoints the Trustee as the  Security Registrar for each series of
Securities and, if the Securities of any series are convertible into or
exchangeable for Common Shares or other securities or property, initially 


 


67

















 


appoints the Trustee as conversion or exchange agent,
as the case may be, for the Securities of such series. The Company may
subsequently appoint a different or additional Office or Agency and, as provided
in Section 305, may remove and replace from time to time the Security
Registrar.


 


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


 


If the Company shall at any time act as its own Paying Agent with
respect to any series of Securities, it shall, on or before each due date of
the principal of, any premium or interest on, or any Additional Amounts with
respect to any of the Securities of such series, segregate and hold in trust
for the benefit of the Persons entitled thereto a sum in the Currency or
Currencies in which the Securities of such series are payable sufficient to pay
the principal, any premium, interest and Additional Amounts, as the case may
be, so becoming due until such sums shall be paid to such Persons or otherwise
disposed of as herein provided, and shall promptly notify the Trustee of its
action or failure so to act.


 


Whenever the Company shall have one or more Paying Agents for any
series of Securities, it shall, on or prior to each due date of the principal
of, or any premium or interest on or any Additional Amounts with respect to,
any Securities of such series, deposit with any Paying Agent a sum (in the
Currency or Currencies described in the preceding paragraph) sufficient to pay
the principal, premium, interest and Additional Amounts, as the case may be, so
becoming due, such sum to be held in trust for the benefit of the Persons
entitled thereto, 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 shall cause each Paying Agent for any series of Securities
other than the Trustee to execute and deliver to the Trustee an instrument in
which such Paying Agent shall agree with the Trustee, subject to the provisions
of this Section, that such Paying Agent shall:


 


(1)           hold all sums held by it for the
payment of the principal of, any premium or interest on or any Additional
Amounts with respect to 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 provided in or pursuant to this Indenture;


 


(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, any premium or interest on
or any Additional Amounts with respect to 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 terms as those upon which such sums were 


 


68

















 


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 otherwise provided herein or pursuant hereto, any money
deposited with the Trustee or any Paying Agent, or then held by the Company, in
trust for the payment of the principal of, any premium or interest on or any
Additional Amounts with respect to any Security of any series or any Coupon
appertaining thereto and remaining unclaimed for two years after such principal
or such premium or interest or Additional Amount shall have 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 any Coupon appertaining thereto shall thereafter, as an unsecured general
creditor, look only to the Company for payment thereof, and all liability of
the Trustee or such Paying Agent with respect to such trust money, and all
liability of the Company as trustee thereof, shall thereupon cease; provided, however, that the Trustee or such Paying Agent,
before being required to make any such repayment, may, not later than 30 days
after the Company’s request for such repayment, at the expense of the Company
cause to be published once, in an Authorized Newspaper in each Place of Payment
for such series or to be mailed to Holders of Registered Securities of such
series, 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 nor shall it be earlier than two years after such
principal and any premium or interest or Additional Amounts shall have become
due and payable, any unclaimed balance of such money then remaining will be
repaid to the Company.


 


Section 1004.                          Additional Amounts.


 


If any Securities of a series provide for the payment of Additional
Amounts by the Company, the Company agrees to pay to the Holder of any such
Security or any Coupon appertaining thereto Additional Amounts as provided in
or pursuant to this Indenture or such Securities.  Whenever in this Indenture there is
mentioned, in any context, the payment of the principal of or any premium or
interest on, or in respect of, any Security of any series or any Coupon, such
mention shall be deemed to include mention of the payment of Additional Amounts
provided by the terms of such series established hereby or pursuant hereto to
the extent that, in such context, Additional Amounts are, were or would be
payable in respect thereof pursuant to such terms, and express mention of the
payment of Additional Amounts (if applicable) in any provision hereof shall not
be construed as excluding Additional Amounts in those provisions hereof where
such express mention is not made.


 


Section 1005.                          Legal Existence.


 


Subject to Article Eight, the Company shall do or cause to be done
all things necessary to preserve and keep in full force and effect its legal
existence as any type of Corporation (it being understood that nothing in this Section 1005
shall prohibit the Company from changing its legal form from one type of
Corporation to another type of Corporation).


 


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Section 1006.                          Waiver of Certain Covenants.


 


The Company may omit in any particular instance to comply with any
term, provision or condition set forth in Sections 801, 802, 1002, 1003 or 1005
with respect to the Securities of any series and, if expressly provided
pursuant to Section 301 with respect to the Securities of such series, any
additional covenants applicable to the Securities of such series if before the
time for such compliance the Holders of at least a majority in principal amount
of the Outstanding Securities of such series, by Act of such Holders, either
shall waive such compliance in such instance or generally shall have waived
compliance with such term, provision or condition, but no such waiver shall
extend to or affect such term, provision or condition except to the extent so
expressly waived, and, until such waiver shall become effective, the
obligations of the Company and the duties of the Trustee in respect of any such
term, provision or condition shall remain in full force and effect.


 


Section 1007.                          Company Statement as to Compliance.


 


The Company shall deliver to the Trustee, within 120 days after the end
of each fiscal year, a written statement (which need not be contained in or
accompanied by an Officers’ Certificate) signed by the principal executive
officer, the principal financial officer or the principal accounting officer of
the Company, stating whether or not, to the best of his or her knowledge, the
Company is in default in the performance and observance of any of the terms,
provisions and conditions of this Indenture (without regard to notice requirements
or periods of grace) and if the Company shall be in default, specifying all
such defaults and the nature and status thereof of which he or she may have
knowledge.


 


ARTICLE
ELEVEN


 


REDEMPTION
OF SECURITIES


 


Section 1101.                          Applicability of Article.


 


Redemption of Securities of any series at the option of the Company as
permitted or required by the terms of such Securities shall be made in
accordance with the terms of such Securities and (except as otherwise provided
herein or pursuant hereto) this Article.


 


Section 1102.                          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 of less than all of the
Securities of any series, 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, in the
event that the Company shall determine that the Securities of any series to be
redeemed shall be selected from Securities of such series having the same issue
date, interest rate or interest rate formula, Stated Maturity and other terms
(the “Equivalent Terms”), the Company shall notify the Trustee of such
Equivalent Terms.


 


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In the case of any redemption of Securities (A) prior to the
expiration of any restriction on such redemption provided in the terms of such
Securities or elsewhere in this Indenture or (B) pursuant to an election
of the Company which is subject to a condition specified in the terms of such
Securities or elsewhere in this Indenture, the Company shall furnish to the
Trustee an Officers’ Certificate evidencing compliance with such restriction or
condition.


 


Section 1103.                          Selection by Trustee of Securities to be Redeemed.


 


If less than all of the Securities of any series are to be redeemed or
if less than all of the Securities of any series with Equivalent Terms 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 or from the Outstanding Securities of
such series with Equivalent Terms, as the case may be, 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 Registered Securities of such series; provided,
however, that no such partial redemption shall reduce the portion of
the principal amount of a Security of such series not redeemed to less than the
minimum denomination for a Security of such series established herein or
pursuant hereto.


 


The Trustee shall promptly notify the Company and the Security
Registrar (if other than itself) 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 Securities redeemed or to be redeemed only in part, to the
portion of the principal of such Securities which has been or is to be
redeemed.


 


Unless otherwise specified in or pursuant to this Indenture or the
Securities of any series or in a notice of redemption, if any Security selected
for partial redemption is converted or exchanged for Common Shares or other
securities or property in part before termination of the conversion or exchange
right with respect to the portion of the Security so selected, the converted or
exchanged portion of such Security shall be deemed (so far as may be) to be the
portion selected for redemption. 
Securities which have been converted or exchanged during a selection of
Securities to be redeemed shall be treated by the Trustee as Outstanding for the
purpose of such selection.


 


Section 1104.                          Notice of Redemption.


 


Notice of redemption shall be given in the manner provided in Section 106,
not less than 30 nor more than 60 days prior to the Redemption Date, unless a
shorter period is specified in the Securities to be redeemed, to the Holders of
Securities to be redeemed.  Failure to
give notice by mailing in the manner herein provided to the Holder of any
Registered 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 portions thereof.


 


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Any notice that is mailed to the Holder of any
Registered Securities in the manner herein provided 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
Redemption Price or, if applicable, the manner in which the Redemption Price
will be determined,


 


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


 


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


 


(5)           that,
on the Redemption Date, the Redemption Price shall become due and payable upon
each such Security or portion thereof to be redeemed, together (if applicable)
with accrued and unpaid interest, if any, thereon (subject, if applicable, to
the provisos to the first paragraph of Section 1106), and, if applicable,
that interest thereon shall cease to accrue on and after said date,


 


(6)           the
place or places 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
any accrued interest and Additional Amounts pertaining thereto,


 


(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 date fixed for redemption 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,


 


(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 the
Redemption Date pursuant to Section 305 or otherwise, the last date, as
determined by the Company, on which such exchanges may be made,


 


(10)         in
the case of Securities of any series that are convertible or exchangeable into
Common Shares or other securities or property, the then current conversion or
exchange price or rate, the date or dates on which the right to convert or
exchange the 


 


72

















 


principal
of the Securities of such series to be redeemed will commence or terminate, as
applicable, and the place or places where and the Persons to whom such
Securities may be surrendered for conversion or exchange, and


 


(11)         the
CUSIP number of such Securities, if any.


 


A notice of redemption published as contemplated by Section 106
need not identify particular Registered Securities to be redeemed.


 


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 1105.                        Deposit of
Redemption Price.


 


On or prior to any Redemption Date, the Company shall
deposit, with respect to the Securities of any series called for redemption
pursuant to Section 1104, with the Trustee or with a Paying Agent (or, if
the Company is acting as its own Paying Agent, segregate and hold in trust as
provided in Section 1003) an amount of money in the applicable Currency
or, if the Redemption Price shall be payable in cash, securities and/or other
property, an amount of money in the applicable Currency, securities and/or
other property, as the case may be, sufficient to pay the Redemption Price of,
and (unless otherwise specified pursuant to Section 301 with respect to
the Securities of such series) any accrued interest on, all such Securities or
portions thereof which are to be redeemed on that date, except that, if the
Securities of such series are convertible or exchangeable into Common Shares or
other securities or property, no such deposit shall be required (unless
otherwise specified pursuant to Section 301 with respect to the Securities
of such series) with respect to any such Securities (or portions thereof) which
have been converted or exchanged prior to such Redemption Date.


 


Section 1106.                        Securities
Payable on Redemption Date.


 


Notice of redemption having been given as aforesaid,
the Securities so to be redeemed (except, in the case of Securities which are
convertible or exchangeable into Common Shares or other securities or property,
any such Securities which shall have been so converted or exchanged prior to
the applicable Redemption Date) shall, on the Redemption Date, become due and
payable at the Redemption Price therein specified, together with (unless
otherwise provided with respect to the Securities of such series pursuant to Section 301)
accrued and unpaid interest, if any, thereon 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 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, unless otherwise
provided in or pursuant to this Indenture, any accrued and unpaid interest thereon
and Additional Amounts with respect thereto to but excluding the Redemption
Date; provided, however, that, except as
otherwise provided in or pursuant to this Indenture or the Bearer Securities of
such series,  installments of interest on
Bearer Securities whose Stated 


 


73

















 


Maturity is on or prior
to the Redemption Date shall be payable only upon presentation and surrender of
Coupons for such interest (at an Office or Agency located outside the United States
except as otherwise provided in Section 1002), and provided,
further, that, except as otherwise specified in or pursuant to this
Indenture or the Registered Securities of such series, 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
Regular Record Dates therefor according to their terms and the provisions of Section 307.


 


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 or, at the option of the Company, after payment to the Trustee for the
benefit of the Company of, 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 from and against any and all loss, liability or expense.  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; provided, however, that any interest or Additional Amounts
represented by Coupons shall be payable only upon presentation and surrender of
those Coupons at an Office or Agency for such Security located outside of the
United States except as otherwise provided in Section 1002.


 


If any Security called for redemption shall not be so
paid upon surrender thereof for redemption, the principal and any premium,
until paid, shall bear interest from the Redemption Date at the rate prescribed
therefor in the Security or, if no rate is prescribed therefor in the Security,
at the rate of interest, if any, borne by such Security.


 


Section 1107.                        Securities
Redeemed in Part.


 


Any Registered Security which is to be redeemed only
in part shall be surrendered at any Office or Agency for such Security (with,
if the Company or the Trustee so requires, due endorsement by, or a written
instrument of transfer in form satisfactory to the Company and the Trustee duly
executed by, the Holder thereof or his attorney duly authorized in writing) and
the Company shall execute and the Trustee shall authenticate and deliver to the
Holder of such Security without service charge, a new Registered Security or
Securities of the same series, containing identical terms and provisions, 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.  If a
Security in global form is so surrendered, the Company shall execute, and the
Trustee shall authenticate and deliver to the Depository for such Security in
global form as shall be specified in the Company Order with respect thereto to
the Trustee, without service charge, a new Security in global form in a
denomination equal to and in exchange for the unredeemed portion of the
principal of the Security in global form so surrendered.


 


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ARTICLE
TWELVE




SINKING FUNDS


 


Section 1201.                        Applicability
of Article.


 


The provisions of this Article shall be
applicable to any sinking fund for the retirement of Securities of a series,
except as otherwise permitted or required in or pursuant to this Indenture or
any Security of such series issued pursuant to this Indenture.


 


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 such 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 sinking fund payment may be subject to
reduction as provided in Section 1202. 
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 and this Indenture.


 


Section 1202.                        Satisfaction
of Sinking Fund Payments with Securities.


 


The Company may, in satisfaction of all or any part of
any sinking fund payment with respect to the Securities of any series to be
made pursuant to the terms of such Securities (1) deliver Outstanding
Securities of such series (other than any of such Securities previously called
for redemption or any of such Securities in respect of which cash shall have
been released to the Company), together in the case of any Bearer Securities of
such series with all unmatured Coupons appertaining thereto, and (2) apply
as a credit Securities of such series which have been redeemed either at the
election of the Company pursuant to the terms of such series of Securities or through
the application of permitted optional sinking fund payments pursuant to the
terms of such Securities, provided 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 sinking fund payment shall be reduced accordingly.  If as a result of the delivery or credit of
Securities of any series in lieu of cash payments pursuant to this Section 1202,
the principal amount of Securities of such series to be redeemed in order to
exhaust the aforesaid cash payment shall be less than $100,000, the Trustee
need not call Securities of such series for redemption, except upon Company
Request, and such cash payment shall be held by the Trustee or a Paying Agent
and applied to the next succeeding sinking fund payment, provided,
however, that the Trustee or such Paying Agent shall at the request
of the Company from time to time pay over and deliver to the Company any cash
payment so being held by the Trustee or such Paying Agent upon delivery by the
Company to the Trustee of Securities of that series purchased by the Company
having an unpaid principal amount equal to the cash payment requested to be
released to the Company.


 


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Section 1203.                        Redemption
of Securities for Sinking Fund.


 


Not less than 75 days prior to each sinking fund
payment date for any series of Securities, the Company shall deliver to the
Trustee an Officers’ Certificate specifying the amount of the next ensuing
mandatory 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 and the portion thereof, if any, which is to be satisfied by delivering
and crediting of Securities of that series pursuant to Section 1202, and
the optional amount, if any, to be added in cash to the next ensuing mandatory
sinking fund payment, and will also deliver to the Trustee any Securities to be
so credited and not theretofore delivered. 
If such Officers’ Certificate shall specify an optional amount to be
added in cash to the next ensuing mandatory sinking fund payment, the Company
shall thereupon be obligated to pay the amount therein specified.  Not less 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 1103
and cause notice of the redemption thereof to be given in the name of and at
the expense of the Company in the manner provided in Section 1104.  Such notice having been duly given, the
redemption of such Securities shall be made upon the terms and in the manner
stated in Sections 1106 and 1107.


 


ARTICLE
THIRTEEN




REPAYMENT AT THE OPTION OF HOLDERS


 


Section 1301.                        Applicability
of Article.


 


Securities of any series which are repayable at the
option of the Holders thereof before their Stated Maturity shall be repaid in
accordance with the terms of the Securities of such series. The repayment of
any principal amount of Securities pursuant to such option of the Holder to
require repayment of Securities before their Stated Maturity, for purposes of Section 309,
shall not operate as a payment, redemption or satisfaction of the indebtedness
represented by such Securities unless and until the Company, at its option,
shall deliver or surrender the same to the Trustee with a directive that such
Securities be cancelled. Notwithstanding anything to the contrary contained in
this Section 1301, in connection with any repayment of Securities, the
Company may arrange for the purchase of any Securities by an agreement with one
or more investment bankers or other purchasers to purchase such Securities by
paying to the Holders of such Securities on or before the applicable repayment
date an amount not less than the repayment price payable by the Company on
repayment of such Securities, and the obligation of the Company to pay the
repayment price of such Securities shall be satisfied and discharged to the
extent such payment is so paid by such purchasers.


 


Unless otherwise expressly stated in this Indenture or
pursuant to Section 301 with respect to the Securities of any series or
unless the context otherwise requires, all references in this Indenture to the
repayment of Securities at the option of the Holders thereof (and all
references of like import) shall be deemed to include a reference to the
repurchase or redemption of Securities at the option of the Holders thereof.


 


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ARTICLE
FOURTEEN




SECURITIES IN FOREIGN CURRENCIES


 


Section 1401.                        Applicability
of Article.


 


Whenever this Indenture provides for (i) any
action by, or the determination of any of the rights of, Holders of Securities
of any series in which not all of such Securities are denominated in the same
Currency or (ii) any distribution to Holders of Securities of any series
in which not all of such Securities are denominated in the same Currency, in
the absence of any provision to the contrary in or pursuant to this Indenture
or the Securities of such series, any amount in respect of any Security
denominated in a Currency other than Dollars shall be treated for any such
action, determination or distribution as that amount of Dollars that could be
obtained for such amount on such reasonable basis of exchange and as of the
record date with respect to Registered Securities of such series (if any) for
such action, determination or distribution (or, if there shall be no applicable
record date, such other date reasonably proximate to the date of such
distribution) as the Company may specify in a written notice to the Trustee.


 


ARTICLE
FIFTEEN




MEETINGS OF HOLDERS OF SECURITIES


 


Section 1501.                        Purposes for
Which Meetings May Be Called.


 


Unless otherwise provided pursuant to Section 301
with respect to the Securities of any series, the provisions of this Article Fifteen
shall be applicable to a series of Securities if (and only if) the terms of
such Securities established pursuant to Section 301 provide that the
Securities of such series shall be issued or issuable, in whole or in part, as
Bearer Securities.  A meeting of Holders
of Securities of any series issued or issuable, in whole or in part, as Bearer
Securities 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 Act provided by this Indenture to be made, given or
taken by Holders of Securities of such series.


 


Section 1502.                        Call, Notice
and Place of Meetings.


 


(1)           The Trustee may at any
time call a meeting of Holders of Securities of any series issued or issuable,
in whole or in part, as Bearer Securities, for any purpose specified in Section 1501,
to be held at such time and at such place in the Borough of Manhattan, The City
of New York, or in London or in such place outside the United States as the
Company shall determine.  Notice of every
meeting of Holders of Securities of any such 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 in Section 106,
not less than 21 nor more than 180 days prior to the date fixed for the
meeting.


 


(2)           In case at any time the
Company (by or pursuant to a Board Resolution) or the Holders of at least 331/3% in principal amount of the Outstanding
Securities of any series issued 


 


77

















 


or issuable, in whole or in part, as Bearer
Securities, shall have requested the Trustee to call a meeting of the Holders
of Securities of such series for any purpose specified in Section 1501, by
written request setting forth in reasonable detail the action proposed to be
taken at the meeting, and the Trustee shall not have mailed notice of or made
the first publication of the notice of such meeting within 21 days after
receipt of such request (whichever shall be required pursuant to Section 106)
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 London for such meeting and may call such meeting for such purposes by
giving notice thereof as provided in clause (1) of this Section.


 


Section 1503.                        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.  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 Persons 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.


 


Section 1504.                        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 or duly reconvened meeting of Holders of Securities of such series; provided, however, that if any action is to be taken at such
meeting with respect to any request, demand, authorization, direction, notice,
consent, waiver or other action which this Indenture expressly provides may be
given by the Holders of a greater percentage in principal amount of the
Outstanding Securities of a series, the Persons entitled to at least such
greater percentage in principal amount of the Outstanding Securities of such
series shall constitute a quorum.  In the
absence of a quorum within 30 minutes after 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 1502(1), 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 an 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.


 


Except as limited by the proviso to Section 902,
any resolution presented to a meeting or adjourned meeting duly reconvened at
which a quorum is present as aforesaid may be adopted only by the affirmative
vote of the Holders of a majority in principal amount of the Outstanding
Securities of that series; provided, however,
that, except as limited by the proviso to Section 902, any resolution with
respect to any request, demand, authorization, direction, notice, consent,  


 


78

















 


waiver or other Act which
this Indenture expressly provides may be made, given or taken by the Holders of
a specified percentage, which is less than or more 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 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 Coupons
appertaining thereto, whether or not such Holders were present or represented
at the meeting.


 


Section 1505.                        Determination
of Voting Rights; Conduct and Adjournment of Meetings.


 


(1)           Notwithstanding any
other provisions of this Indenture, the Trustee may make such reasonable
regulations as it may deem advisable for any meeting of Holders of Securities
of such 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 it 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 104 and the appointment of any proxy shall be proved
in the manner specified in Section 104 or by having the signature of the
person executing the proxy witnessed or guaranteed by any trust company, bank
or banker authorized by Section 104 to certify to the holding of Bearer
Securities.  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 104 or
other proof.


 


(2)           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 of Securities
as provided in Section 1502(2), in which case the Company or the Holders
of Securities 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.


 


(3)           At any meeting, each
Holder of a Security of such series or proxy shall be entitled to one vote for
each $1,000 principal amount of Securities of such series held or represented
by him; provided, however, that no vote shall be
cast or counted at any meeting in respect of any Security challenged as not
Outstanding and ruled by the chairman of the meeting to be not Outstanding.  If the Securities of such series are issuable
in minimum denominations of less than $1,000, then a Holder of such a Security
in a principal amount of less than $1,000 shall be entitled to a fraction of one
vote which is equal to the fraction that the principal amount of such Security
bears to $1,000.  The chairman of the
meeting shall have no right to vote, except as a Holder of a Security of such
series or proxy.


 


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(4)           Any meeting of Holders
of Securities of any series duly called pursuant to Section 1502 at which
a quorum is present may be adjourned from time to time by Persons entitled to
vote a majority 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.


 


Section 1506.                        Counting
Votes and Recording Action of Meetings.


 


The vote upon any resolution submitted to any meeting
of Holders of Securities of any series shall be by written ballots on which
shall be subscribed the signatures of the Holders of 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 triplicate of all votes
cast at the meeting.  A record, at least
in triplicate, of the proceedings of each meeting of Holders of 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 1502 and, if
applicable, Section 1504.  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.


 


ARTICLE
SIXTEEN




SECURITY


 


Section 1601.                        Security.


 


If so provided pursuant to Section 301 with respect
to the Securities of any series, the Securities of such series may be secured
by such property, assets or other collateral as may be specified in or pursuant
to Section 301.  Any and all terms
and provisions applicable to the security for the Securities of such series
shall also be provided in or pursuant to Section 301, which may include,
without limitation, provisions for the execution and delivery of such security
agreements, pledge agreements, collateral agreements and other similar or
related agreements as the Company may elect and which may provide for the
Trustee to act as collateral agent or in a similar or other capacity.  The Trustee shall comply with
Sections 313(a)(5) and (6) and 313(b)(1) of the Trust
Indenture Act and the Company shall comply with Sections 314(b), 314(c) and
314(d) of the Trust Indenture Act, in each case in respect of any secured
Securities that may be outstanding hereunder from time to time.


 


*     *    
*     *     *


 


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


 


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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, all as of the day and year first above written.


 


	
   

  	
   

  	
  SEALY CORPORATION

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	 

	
   

  	
   

  	
   

  	
  Name:

  	 

	
   

  	
   

  	
   

  	
  Title:

  	 

	
   

  	
   

  	
   

  
	
  Attest:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Name:

  	
   

  	
   

  
	
  Title:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  •

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  as Trustee

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
  [SEAL]

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Attest:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Name:

  	
   

  	
   

  
	
  Title:

  	
   

  	
   

  



 


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