Exhibit 4.14


INDENTURE


BETWEEN


LTC PROPERTIES, INC.


AND


                                         ,


AS TRUSTEE


DATED AS OF                     ,
200         


SUBORDINATED
DEBT SECURITIES


(Issuable in Series)


















TABLE OF CONTENTS


ARTICLE 1


DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION


	
  Section 1.1

  	
   

  	
  Definitions

  
	
  Section 1.2

  	
   

  	
  Incorporation by Reference
  of Trust Indenture Act

  
	
  Section 1.3

  	
   

  	
  Compliance Certificates and
  Opinions

  
	
  Section 1.4

  	
   

  	
  Form of Documents Delivered
  to Trustee

  
	
  Section 1.5

  	
   

  	
  Acts of Holders; Record
  Dates

  
	
  Section 1.6

  	
   

  	
  Notices, etc., to Trustee
  and Company

  
	
  Section 1.7

  	
   

  	
  Notice to Holders; Waiver

  
	
  Section 1.8

  	
   

  	
  Conflict with Trust
  Indenture Act

  
	
  Section 1.9

  	
   

  	
  Effect of Headings and Table
  of Contents

  
	
  Section 1.10

  	
   

  	
  Successors and Assigns

  
	
  Section 1.11

  	
   

  	
  Separability Clause

  
	
  Section 1.12

  	
   

  	
  Benefits of Indenture

  
	
  Section 1.13

  	
   

  	
  Governing Law

  
	
  Section 1.14

  	
   

  	
  Legal Holidays

  
	
  Section 1.15

  	
   

  	
  Indenture and Securities
  Solely Corporate Obligations

  
	
  Section 1.16

  	
   

  	
  Indenture May be Executed in
  Counterparts

  
	
   

  	
   

  	
   

  
	
  ARTICLE 2

  
	
   

  
	
  SECURITY FORMS

  
	
   

  	
   

  	
   

  
	
  Section 2.1

  	
   

  	
  Forms Generally

  
	
  Section 2.2

  	
   

  	
  Form of Trustee’s
  Certificate of Authentication

  
	
  Section 2.3

  	
   

  	
  Global Securities

  
	
  Section 2.4

  	
   

  	
  Form of Legend for Global
  Securities

  
	
  Section 2.5

  	
   

  	
  Form of Face of Security

  
	
  Section 2.6

  	
   

  	
  Form of Reverse of Security

  
	
   

  	
   

  	
   

  
	
  ARTICLE 3

  
	
   

  
	
  THE SECURITIES

  
	
   

  	
   

  	
   

  
	
  Section 3.1

  	
   

  	
  Amount Unlimited; Issuable
  in Series

  
	
  Section 3.2

  	
   

  	
  Denominations

  
	
  Section 3.3

  	
   

  	
  Execution, Authentication,
  Delivery and Dating

  
	
  Section 3.4

  	
   

  	
  Temporary Securities

  
	
  Section 3.5

  	
   

  	
  Registration; Registration
  of Transfer and Exchange

  
	
  Section 3.6

  	
   

  	
  Mutilated, Destroyed, Lost
  and Stolen Securities

  
	
  Section 3.7

  	
   

  	
  Payment of Interest;
  Interest Rights Preserved

  
	
  Section 3.8

  	
   

  	
  Persons Deemed Owners

  
	
  Section 3.9

  	
   

  	
  Cancellation

  
	
  Section 3.10

  	
   

  	
  Computation of Interest

  




 ii
 









 


	
  ARTICLE 4

  
	
   

  
	
  SATISFACTION AND DISCHARGE

  
	
   

  	
   

  	
   

  
	
  Section 4.1 

  	
   

  	
  Satisfaction and Discharge
  of Indenture 

  
	
  Section 4.2 

  	
   

  	
  Application of Trust Money 

  
	
   

  	
   

  	
   

  
	
  ARTICLE 5

  
	
   

  
	
  REMEDIES

  
	
   

  	
   

  	
   

  
	
  Section 5.1 

  	
   

  	
  Events of Default

  
	
  Section 5.2 

  	
   

  	
  Acceleration of Maturity;
  Rescission and Annulment

  
	
  Section 5.3 

  	
   

  	
  Collection of Indebtedness
  and Suits for Enforcement by Trustee

  
	
  Section 5.4 

  	
   

  	
  Trustee May File Proofs of
  Claim

  
	
  Section 5.5 

  	
   

  	
  Trustee May Enforce Claims Without
  Possession of Securities

  
	
  Section 5.6 

  	
   

  	
  Application of Money
  Collected

  
	
  Section 5.7 

  	
   

  	
  Limitation on Suits

  
	
  Section 5.8 

  	
   

  	
  Right of Holders to Receive
  Principal, Premium and Interest

  
	
  Section 5.9 

  	
   

  	
  Restoration of Rights and
  Remedies

  
	
  Section 5.10 

  	
   

  	
  Rights and Remedies
  Cumulative

  
	
  Section 5.11 

  	
   

  	
  Delay or Omission Not Waiver

  
	
  Section 5.12 

  	
   

  	
  Control by Holders

  
	
  Section 5.13 

  	
   

  	
  Waiver of Past Defaults

  
	
  Section 5.14 

  	
   

  	
  Undertaking for Costs

  
	
   

  	
   

  	
   

  
	
  ARTICLE
  6

  
	
   

  
	
  THE
  TRUSTEE

  
	
   

  	
   

  	
   

  
	
  Section 6.1 

  	
   

  	
  Certain Duties and
  Responsibilities 

  
	
  Section 6.2 

  	
   

  	
  Notice of Defaults 

  
	
  Section 6.3 

  	
   

  	
  Certain Rights of Trustee 

  
	
  Section 6.4 

  	
   

  	
  Not Responsible for Recitals
  or Issuance of Securities 

  
	
  Section 6.5 

  	
   

  	
  May Hold Securities and Act
  as Trustee under Other Indentures 

  
	
  Section 6.6 

  	
   

  	
  Money Held in Trust 

  
	
  Section 6.7 

  	
   

  	
  Compensation and
  Reimbursement 

  
	
  Section 6.8 

  	
   

  	
  Conflicting Interests 

  
	
  Section 6.9 

  	
   

  	
  Eligibility;
  Disqualification 

  
	
  Section 6.10 

  	
   

  	
  Resignation and Removal;
  Appointment of Successor 

  
	
  Section 6.11 

  	
   

  	
  Acceptance of Appointment by
  Successor 

  
	
  Section 6.12 

  	
   

  	
  Merger, Conversion,
  Consolidation or Succession to Business 

  
	
  Section 6.13 

  	
   

  	
  Preferential Collection of
  Claims Against Company 

  
	
  Section 6.14 

  	
   

  	
  Appointment of Authenticating
  Agent 

  




 iii
 









 


	
  ARTICLE 7

  
	
   

  
	
  HOLDERS’
  LISTS AND REPORTS BY TRUSTEE AND COMPANY

  
	
   

  	
   

  	
   

  
	
  Section 7.1 

  	
   

  	
  Company to Furnish Trustee
  Names and Addresses of Holders 

  
	
  Section 7.2 

  	
   

  	
  Preservation of Information;
  Communications to Holders 

  
	
  Section 7.3 

  	
   

  	
  Reports by Trustee 

  
	
  Section 7.4 

  	
   

  	
  Reports by Company 

  
	
   

  	
   

  	
   

  
	
  ARTICLE
  8

  
	
   

  
	
  CONSOLIDATION,
  MERGER, CONVEYANCE, TRANSFER OR LEASE

  
	
   

  	
   

  	
   

  
	
  Section 8.1 

  	
   

  	
  Company May Consolidate,
  etc., Only on Certain Terms 

  
	
  Section 8.2 

  	
   

  	
  Successor Substituted 

  
	
   

  	
   

  	
   

  
	
  ARTICLE
  9

  
	
   

  
	
  SUPPLEMENTAL
  INDENTURES

  
	
   

  	
   

  	
   

  
	
  Section 9.1 

  	
   

  	
  Supplemental Indentures
  Without Consent of Holders 

  
	
  Section 9.2 

  	
   

  	
  Supplemental Indentures with
  Consent of Holders 

  
	
  Section 9.3 

  	
   

  	
  Execution of Supplemental
  Indentures 

  
	
  Section 9.4 

  	
   

  	
  Effect of Supplemental
  Indentures 

  
	
  Section 9.5 

  	
   

  	
  Conformity with Trust
  Indenture Act 

  
	
  Section 9.6 

  	
   

  	
  Reference in Securities to
  Supplemental Indentures 

  
	
   

  	
   

  	
   

  
	
  ARTICLE
  10

  
	
   

  
	
  COVENANTS

  
	
   

  	
   

  	
   

  
	
  Section 10.1 

  	
   

  	
  Payment of Principal,
  Premium and Interest 

  
	
  Section 10.2 

  	
   

  	
  Maintenance of Office or
  Agency 

  
	
  Section 10.3 

  	
   

  	
  Money for Securities
  Payments to be Held in Trust 

  
	
  Section 10.4 

  	
   

  	
  Statement by Officers as to
  Default 

  
	
  Section 10.5 

  	
   

  	
  Existence 

  
	
  Section 10.6 

  	
   

  	
  All Securities to be Equally
  and Ratably Secured 

  
	
  Section 10.7 

  	
   

  	
  Maintenance of Properties 

  
	
  Section 10.8 

  	
   

  	
  Payment of Taxes and Other
  Claims 

  
	
  Section 10.9 

  	
   

  	
  Waiver of Certain Covenants 

  
	
  Section 10.10 

  	
   

  	
  Additional Amounts 

  




 iv
 









 


	
  ARTICLE 11

  
	
   

  
	
  REDEMPTION
  OF SECURITIES

  
	
   

  	
   

  	
   

  
	
  Section 11.1 

  	
   

  	
  Applicability of Article 

  
	
  Section 11.2 

  	
   

  	
  Election to Redeem; Notice
  to Trustee 

  
	
  Section 11.3 

  	
   

  	
  Selection by Trustee of
  Securities to Be Redeemed 

  
	
  Section 11.4 

  	
   

  	
  Notice of Redemption 

  
	
  Section 11.5 

  	
   

  	
  Deposit of Redemption Price 

  
	
  Section 11.6 

  	
   

  	
  Securities Payable on
  Redemption Date 

  
	
  Section 11.7 

  	
   

  	
  Securities Redeemed in Part 

  
	
   

  	
   

  	
   

  
	
  ARTICLE
  12

  
	
   

  
	
  SINKING
  FUNDS

  
	
   

  	
   

  	
   

  
	
  Section 12.1 

  	
   

  	
  Applicability of Article 

  
	
  Section 12.2 

  	
   

  	
  Satisfaction of Sinking Fund
  Payments with Securities 

  
	
  Section 12.3 

  	
   

  	
  Redemption of Securities for
  Sinking Fund 

  
	
   

  	
   

  	
   

  
	
  ARTICLE
  13

  
	
   

  
	
  DEFEASANCE
  AND COVENANT DEFEASANCE

  
	
   

  	
   

  	
   

  
	
  Section 13.1 

  	
   

  	
  Company’s Option to Effect
  Defeasance or Covenant Defeasance 

  
	
  Section 13.2 

  	
   

  	
  Defeasance and Discharge 

  
	
  Section 13.3 

  	
   

  	
  Covenant Defeasance 

  
	
  Section 13.4 

  	
   

  	
  Conditions to Defeasance or
  Covenant Defeasance 

  
	
  Section 13.5 

  	
   

  	
  Deposited Money, U. S.
  Government Obligations and Foreign Government Obligations to be Held in
  Trust; Miscellaneous Provisions 

  
	
  Section 13.6 

  	
   

  	
  Reinstatement 

  
	
   

  	
   

  	
   

  
	
  ARTICLE
  14

  
	
   

  
	
  SUBORDINATION

  
	
   

  	
   

  	
   

  
	
  Section 14.1 

  	
   

  	
  Securities Subordinated to
  Senior Indebtedness 

  
	
  Section 14.2 

  	
   

  	
  Right of Trustee to Hold
  Senior Indebtedness 

  
	
  Section 14.3 

  	
   

  	
  Subordination Not to Prevent
  Events of Default 

  
	
  Section 14.4 

  	
   

  	
  No Fiduciary Duty of Trustee
  to Holders of Senior Indebtedness 

  
	
  Section 14.5 

  	
   

  	
  Payment Permitted if No
  Default

  
	
  Section 14.6

  	
   

  	
  Article Applicable to Paying
  Agent

  




 v
 









LTC PROPERTIES, INC.


     This
Cross Reference Sheet shows the location in the Indenture of the provisions
inserted pursuant to Sections 3.10 through 3.18, inclusive, of the Trust
Indenture Act of 1939:


	
  Section 310

  	
  (a) (1)

  	
   

  	
  6.9

  
	
   

  	
  (a) (2)

  	
   

  	
  6.9

  
	
   

  	
  (a) (3)

  	
   

  	
  6.9

  
	
   

  	
  (a) (4)

  	
   

  	
  Not
  Applicable

  
	
   

  	
  (a) (5)

  	
   

  	
  6.9

  
	
   

  	
  (b)

  	
   

  	
  6.8,
  6.10

  
	
   

  	
  (c)

  	
   

  	
  Not
  Applicable

  
	
  Section 311

  	
  (a)

  	
   

  	
  6.13

  
	
   

  	
  (b)

  	
   

  	
  6.13

  
	
   

  	
  (c)

  	
   

  	
  Not
  Applicable

  
	
  Section 312

  	
  (a)

  	
   

  	
  7.1,
  7.2

  
	
   

  	
  (b)

  	
   

  	
  7.2

  
	
   

  	
  (c)

  	
   

  	
  7.2

  
	
  Section 313

  	
  (a)

  	
   

  	
  7.3

  
	
   

  	
  (b)

  	
   

  	
  7.3

  
	
   

  	
  (c)

  	
   

  	
  7.3

  
	
   

  	
  (d)

  	
   

  	
  7.3

  
	
  Section 314

  	
  (a) (1)

  	
   

  	
  7.4

  
	
   

  	
  (a) (2)

  	
   

  	
  7.4

  
	
   

  	
  (a) (3)

  	
   

  	
  7.4

  
	
   

  	
  (a) (4)

  	
   

  	
  1.1,
  10.4

  
	
   

  	
  (b)

  	
   

  	
  Not
  Applicable

  
	
   

  	
  (c) (1)

  	
   

  	
  1.3

  
	
   

  	
  (c) (2)

  	
   

  	
  1.3

  
	
   

  	
  (c) (3)

  	
   

  	
  Not
  Applicable

  
	
   

  	
  (d)

  	
   

  	
  Not
  Applicable

  
	
   

  	
  (e)

  	
   

  	
  1.3

  
	
  Section 315

  	
  (a)

  	
   

  	
  6.1

  
	
   

  	
  (b)

  	
   

  	
  6.2

  
	
   

  	
  (c)

  	
   

  	
  6.1

  
	
   

  	
  (d)

  	
   

  	
  6.1

  
	
   

  	
  (e)

  	
   

  	
  5.14

  
	
  Section 316

  	
  (a)

  	
   

  	
  1.1

  
	
   

  	
  (a) (1) (A)

  	
   

  	
  5.2,
  5.12

  
	
   

  	
  (a) (1) (B)

  	
   

  	
  5.13

  
	
   

  	
  (a) (2)

  	
   

  	
  Not
  Applicable

  
	
   

  	
  (b)

  	
   

  	
  5.8

  
	
   

  	
  (c)

  	
   

  	
  1.5

  
	
  Section 317

  	
  (a) (1)

  	
   

  	
  5.3

  
	
   

  	
  (a) (2)

  	
   

  	
  5.4

  
	
   

  	
  (b)

  	
   

  	
  10.3

  
	
  Section 318

  	
  (a)

  	
   

  	
  1.8

  



 


NOTE:
This Cross Reference Sheet is not part of the Indenture.



 vi















INDENTURE


     INDENTURE,
dated as of                     ,
between LTC PROPERTIES, INC., a Maryland corporation (the “Company”),
having its principal office at                     ,
and                                         ,
as trustee, (the “Trustee”), the office of the Trustee at which at the
date hereof its corporate trust business is principally administered being                                         .


RECITALS


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


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


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


     NOW,
THEREFORE, for and in consideration of the premises and the purchase of the
Securities by the Holders thereof, each party agrees for the benefit of the
other party and for the equal and ratable benefit of the Holders of the
Securities, or of series thereof, issued under this Indenture, as follows:


ARTICLE 1


DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION 


     Section 1.1
Definitions.


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


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


          (2) all
accounting terms not otherwise defined herein have the meanings assigned to
them in accordance with generally accepted accounting principles in the United
States of America, and, except as otherwise herein expressly provided, the term
“generally accepted accounting principles” with respect to any computation
required or permitted hereunder shall mean such accounting principles in the
United States of America as are generally accepted as of the time when and for
the period as to which such accounting principles are to be applied;


          (3) “or”
is not exclusive;


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


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


          (6) certain
terms, used principally in Article 6, are defined in Section 1.2.


     “Act,”
when used with respect to any Holder, has the meaning specified in Section
1.5.


     “Additional
Amounts” means any additional amounts that are required by the express
terms of a Security or by or pursuant to a Board Resolution, under
circumstances specified therein or pursuant thereto, to be paid by the Company
with respect to certain taxes, assessments or other governmental charges
imposed on certain Holders and that are owing to such Holders.



 1
 









     “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 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, which may include the Company, authorized by the
Trustee pursuant to Section 6.14 to act on behalf of the Trustee to
authenticate Securities of one or more series.


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


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


     “Board”
or “Board of Directors” means either the board of directors of the
Company or any duly authorized committee thereof.


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


     “Business
Day,” when used with respect to any Place of Payment, means each Monday,
Tuesday, Wednesday, Thursday and Friday which is not a day on which banking
institutions in that Place of Payment, or the city in which the Corporate Trust
Office is located, are authorized or obligated by law or executive order to
close.


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


     “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.


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


     “Corporate
Trust Office” means the corporate trust office of the Trustee at [              ],
Attention: Corporate Trust Department, or such other office, designated by the
Trustee by written notice to the Company, at which at any particular time its
corporate trust business shall be administered.


     “Covenant
Defeasance” has the meaning specified in Section 13.3.


     “Custodian”
means any receiver, trustee, assignee, liquidator or similar official under any
Bankruptcy Law.


     “default”
means, with respect to the Securities of any series, any event, act or
condition that is, or after notice or the passage of time or both would be, an
Event of Default with respect to Securities of such series.


     “Defaulted
Interest” has the meaning specified in Section 3.7.


     “Defeasance”
has the meaning specified in Section 13.2.



 2
 









     “Depositary”
means, with respect to Securities of any series issuable in whole or in part in
the form of one or more Global Securities, The Depository Trust Company, New
York, New York, another clearing agency, or any successor, registered under the
Exchange Act that is designated to act as Depositary for such Securities as
contemplated by Section 3.1.


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


     “euro”
or “euros” means the currency adopted by those nations participating in
the third stage of the economic and monetary union provisions of the Treaty on
European Union, signed at Maastricht on February 7, 1992.


     “European
Economic Area” means the member nations of the European Economic Area
pursuant to the Oporto Agreement on the European Economic Area dated
May 2, 1992, as amended.


     “European
Union” means the member nations of the European Union established by the
Treaty of European Union, signed at Maastricht on February 2, 1992, which
amended the Treaty of Rome establishing the European Community.


     “Event
of Default” has the meaning specified in Section 5.1.


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


     “Exchange
Rate” has the meaning specified in Section 3.2.


     “Expiration
Date” has the meaning specified in Section 1.5.


     “Foreign
Government Obligation” means with respect to Securities of any series which
are not denominated in the currency of the United States of America
(x) any security which is (i) a direct obligation of the government
which issued or caused to be issued the currency in which such security is
denominated and for the payment of which obligations its full faith and credit
is pledged or, with respect to Securities of any series which are denominated
in euros, a direct obligation of any member nation of the European Union for
the payment of which obligation the full faith and credit of the respective
nation is pledged so long as such nation has a credit rating at least equal to
that of the highest rated member nation of the European Economic Area, or
(ii) an obligation of a Person controlled or supervised by and acting as
an agency or instrumentality of a government specified in clause (i) above
the payment of which is unconditionally guaranteed as a full faith and credit
obligation by such government, which, in either case (i) or (ii), is not
callable or redeemable at the option of the issuer thereof, and (y) any
depositary receipt issued by a bank (as defined in Section 3(a)(2)
of the Securities Act) as custodian with respect to any Foreign Government
Obligation which is specified in clause (x) above and held by such bank
for the account of the holder of such depositary receipt, or with respect to
any specific payment of principal of or interest on any Foreign Government
Obligation which is so specified and held, provided that (except as required by
law) such custodian is not authorized to make any deduction from the amount
payable to the holder of such depositary receipt from any amount received by
the custodian in respect of the Foreign Government Obligation or the specific
payment of principal or interest evidenced by such depositary receipt.


     “Global
Security” means a Security that evidences all or part of the Securities of
any series and bears the legend set forth in Section 2.4 (or such
legend as may be specified as contemplated by Section 3.1 for such
Securities).


     “Holder”
means a Person in whose name a Security is registered in the Security Register.


     “Indenture”
means this instrument as originally executed and as it may from time to time be
supplemented or amended by one or more indentures supplemental hereto entered
into pursuant to the applicable provisions hereof, including, for all purposes
of this instrument and any such supplemental indenture, the provisions of the
Trust Indenture Act that are deemed to be a part of and govern this instrument
and any such supplemental indenture, respectively. The term “Indenture”
shall also include the terms of particular series of Securities established as
contemplated by Section 3.1; provided, however, that if at any time
more than one Person is acting as Trustee under this Indenture due to the
appointment of one or more separate Trustees for any one or more separate
series of Securities, “Indenture” shall mean, with respect to such
series of Securities for which any such Person is Trustee, this instrument as
originally executed or as it may from time to time be supplemented or amended
by one or more indentures supplemental hereto entered into pursuant to the
applicable provisions hereof and shall include the terms of particular series
of Securities for which such Person is Trustee established as contemplated by Section 3.1,
exclusive, however, of any provisions or terms which relate solely to



 3
 









other
series of Securities for which such Person is not Trustee, regardless of when
such terms or provisions were adopted, and exclusive of any provisions or terms
adopted by means of one or more indentures supplemental hereto executed and
delivered after such Person had become such Trustee, but to which such person,
as such Trustee, was not a party; provided, further that in the event that this
Indenture is supplemented or amended by one or more indentures supplemental
hereto which are only applicable to certain series of Securities, the term “Indenture”
for a particular series of Securities shall exclude provisions or terms which
relate solely to other series of Securities.


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


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


     “Investment
Company Act” means the Investment Company Act of 1940 and any statute
successor thereto, in each case as amended from time to time.


     “Judgment
Currency” has the meaning specified in Section 5.6.


     “Maturity,”
when used with respect to any Security, means the date on which the principal
of such Security or an installment of principal becomes due and payable as
therein or herein provided, whether at the Stated Maturity or by declaration of
acceleration, repurchase at the option of the Holder, call for redemption or
otherwise.


     “Mortgage”
means and includes any mortgage, pledge, lien, security interest, conditional
sale or other title retention agreement or other similar encumbrance.


     “Notice
of Default” means a written notice of the kind specified in Section
5.1(4).


     “Officers’
Certificate” means a certificate signed by the Chairman of the Board, the
Chief Executive Officer, the President or a Vice President, and by the
principal financial officer, the Treasurer, the Controller, an Assistant
Treasurer, an Assistant Controller, the Secretary or an Assistant Secretary, of
the Company, and delivered to the Trustee. One of the officers signing an
Officers’ Certificate given pursuant to Section 10.4 shall be the
principal executive, financial or accounting officer of the Company.


     “Opinion
of Counsel” means a written opinion of legal counsel, who may be, without
limitation, (a) an employee of the Company, or (b) outside counsel
designated by the Company, rendered, if applicable, in accordance with Section 314(c)
of the Trust Indenture Act.


     “Original
Issue Discount Security” means any Security that provides for an amount
less than the principal amount thereof to be due and payable upon a declaration
of acceleration of the Maturity thereof pursuant to Section 5.2.


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


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


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


          (3) Securities
which have been paid pursuant to Section 3.6 or in exchange for or
in lieu of which other Securities have been authenticated and delivered
pursuant to this Indenture, other than any such Securities in respect of which
there shall have been presented to the Trustee proof satisfactory to it that
such Securities are held by a bona fide purchaser in whose hands such
Securities are valid obligations of the Company; provided, however, that unless
otherwise provided with respect to any Securities of any series pursuant to Section 3.1,
in determining whether the Holders of the requisite principal amount of the
Outstanding Securities have given, made or taken any request, demand,
authorization, direction, notice, consent, waiver or other action hereunder as
of any date, (A) the principal amount of an Original Issue Discount
Security which shall be deemed to be Outstanding shall be the amount of the
principal



 4
 









thereof
which would be due and payable as of such date upon acceleration of the
Maturity thereof to such date pursuant to Section 5.2, (B) if,
as of such date, the principal amount payable at the Stated Maturity of a
Security is not determinable, the principal amount of such Security which shall
be deemed to be Outstanding shall be the amount as specified or determined as
contemplated by Section 3.1, (C) the principal amount of a
Security denominated in one or more non-U.S. dollar currencies or currency
units which shall be deemed to be Outstanding shall be the U.S. dollar
equivalent, determined as of such date in the manner provided as contemplated
by Section 3.1, of the principal amount of such Security (or, in
the case of a Security described in clause (A) or (B) above, of
the amount determined as provided in such clause), and (D) Securities
owned by the Company or any other obligor upon the Securities or any Subsidiary
of the Company or of such other obligor shall be disregarded and deemed not to
be Outstanding, except that, in determining whether the Trustee shall be
protected in relying upon any such request, demand, authorization, direction,
notice, consent, waiver or other action, only Securities which a Responsible
Officer of the Trustee knows to be so owned shall be so disregarded. Securities
so owned which have been pledged in good faith may be regarded as Outstanding
if the pledgee establishes to the satisfaction of the Trustee the pledgee’s
right so to act with respect to such Securities and that the pledgee is not the
Company or any other obligor upon the Securities or any Subsidiary of the
Company or of such other obligor.


     “Paying
Agent” means any Person, which may include the Company, authorized by the
Company to pay the principal of or any premium or interest on, or any
Additional Amounts with respect to, any one or more series of Securities on
behalf of the Company.


     “Periodic
Offering” means an offering of Securities of a series from time to time the
specific terms of which Securities, including, without limitation, the rate or
rates of interest or formula for determining the rate or rates of interest
thereon, if any, the Maturity thereof and the redemption provisions, if any,
with respect thereto, are to be determined by the Company upon the issuance of
such Securities.


     “Person”
means any individual, corporation, limited liability company, partnership,
joint venture, incorporated or unincorporated association, joint-stock company,
trust, unincorporated organization or government or any agency or political
subdivision thereof or other entity of any kind.


     “Place
of Payment,” when used with respect to the Securities of any series, means
the place or places where the principal of and any premium and interest on, or
any Additional Amounts with respect to, the Securities of that series are
payable as specified as contemplated by Section 3.1 and 10.2.


     “Predecessor
Security” of any particular Security means every previous Security
evidencing all or a portion of the same debt as that evidenced by such
particular Security; and, for the purposes of this definition, any Security
authenticated and delivered under Section 3.6 in exchange for or in lieu
of a mutilated, destroyed, lost or stolen Security shall be deemed to evidence
the same debt as the mutilated, destroyed, lost or stolen Security.


     “Record
Date” means any Regular Record Date or Special Record Date.


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


     “Redemption
Price,” when used with respect to any Security to be redeemed, means the
price at which it is to be redeemed pursuant to the terms of such Security and
this Indenture.


     “Regular
Record Date” for the interest payable on any Interest Payment Date on the
Securities of any series means any date specified for that purpose as
contemplated by Section 3.1, or, if not so specified, the first day of
the calendar month of the month of such Interest Payment Date if such Interest
Payment Date is the fifteenth day of the calendar month, or the fifteenth day
of the calendar month preceding such Interest Payment Date if such Interest Payment
Date is the first day of a calendar month, whether or not such day shall be a
Business Day.


     “Required
Currency” has the meaning specified in Section 5.6.



 5
 









     “Responsible
Officer” means, when used with respect to the Trustee, an officer of the
Trustee in the Corporate Trust Office assigned and duly authorized by the
Trustee to administer its corporate trust matters.


     “Securities”
has the meaning stated in the first recital of this Indenture and more
particularly means any debentures, notes or other evidences of indebtedness of
the Company authenticated and delivered under this Indenture.


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


     “Security
Custodian” means, with respect to Securities of a series issued in global
form, the Trustee for Securities of such series, acting in its capacity as
custodian with respect to the Securities of such series, or any successor
entity thereto.


     “Security
Register” and “Security Registrar” have the respective meanings
specified in Section 3.5.


     “Senior
Indebtedness” of the Company, means with respect to the Securities of a
series as contemplated by Section 3.1, the indebtedness specified
in such Securities or in the supplemental indenture pursuant to which such
Securities are issued. Different series of Securities may be subordinated to
different Senior Indebtedness, and one series of Securities may be subordinated
to another series of Securities, all as and to the extent provided in the
relevant documentation for each issue of Securities.


     “Special
Record Date” for the payment of any Defaulted Interest means a date fixed
by the Trustee pursuant to Section 3.7.


     “Stated
Maturity,” when used with respect to any Security or any installment of principal
thereof or interest thereon, means the date specified in such Security as the
fixed date on which the principal of such Security or such installment of
principal or interest is due and payable.


     “Subsidiary”
means any Person of which the Company at the time owns or controls, directly or
indirectly, more than 50% of the shares of outstanding stock or other equity
interests having general voting power under ordinary circumstances to elect a
majority of the board of directors, managers or trustees, as the case may be,
of such Person (irrespective of whether or not at the time stock of any other
class or classes or other equity interests of such corporation shall have or
might have voting power by reason of the happening of any contingency).


     “Trust
Indenture Act” means the Trust Indenture Act of 1939, as amended, as in
force at the date as of which this instrument was executed; provided, however,
that in the event the Trust Indenture Act of 1939 is amended after such date, “Trust
Indenture Act” means, to the extent required by any such amendment, the Trust
Indenture Act of 1939 as so amended.


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


     “United
States” means the United States of America (including the states thereof
and the District of Columbia) and its “possessions”, which include Puerto Rico,
the U.S. Virgin Islands, Guam, American Somoa, Wake Island and the Northern
Mariana Islands.


     “United
States Alien” means any Person who, for United States federal income tax
purposes, is a foreign corporation, a nonresident alien individual, a
nonresident alien or foreign fiduciary of an estate or trust, or a foreign
partnership.


     “U.S.
Government Obligation” means (x) any security which is (i) a
direct obligation of the United States of America for the payment of which the
full faith and credit of the United States of America is pledged or
(ii) an obligation of a Person controlled or supervised by and acting as
an agency or instrumentality of the United States of America the payment of
which is unconditionally guaranteed as a full faith and credit obligation by the
United States of America, which, in either case (i) or (ii), is not
callable or redeemable at the option of the issuer thereof, and (y) any
depositary receipt issued by a bank (as defined in Section 3(a)(2)
of the Securities Act) as custodian with respect to any U.S. Government
Obligation which is specified in clause (x) above and held by such bank
for the account of the holder of such depositary receipt, or with respect to
any specific payment of principal of or interest on any U.S. Government
Obligation which is so specified and held, provided that (except as required by
law) such custodian is not authorized to make any deduction from the amount
payable to the holder of such depositary receipt from any amount received by
the custodian in respect of the U.S. Government Obligation or the specific
payment of principal or interest evidenced by such depositary receipt.



 6
 









     “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.”


     “Yield
to Maturity” means, when used with respect to any Original Issue Discount
Security, the yield to maturity, if any, set forth on the face thereof.


     Section 1.2
Incorporation by Reference of Trust Indenture Act.


     Whenever
this Indenture refers to a provision of the Trust Indenture Act, the provision
is incorporated by reference in and made a part of this Indenture. The
following Trust Indenture Act terms used in this Indenture have the following
meanings:


     “indenture
securities” means the Securities.


     “indenture
security holder” means a Holder.


     “indenture
to be qualified” means this Indenture.


     “indenture
trustee” or “institutional trustee” means the Trustee.


     “obligor”
on the indenture securities means the Company or any other obligor on the
Securities.


     All
terms used in this Indenture that are defined by the Trust Indenture Act,
defined by a Trust Indenture Act reference to another statue or defined by Commission
rule under the Trust Indenture Act and not otherwise defined herein have the
meanings assigned to them therein.


     Section 1.3
Compliance Certificates and Opinions.


     Except
as otherwise expressly provided by 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 such certificates and
opinions as may be required under the Trust Indenture Act. Each such
certificate or opinion shall be given in the form of an Officers’ Certificate,
if to be given by an officer of the Company, or an Opinion of Counsel, if to be
given by counsel, and shall comply with the requirements of the Trust Indenture
Act and any other requirements set forth in this Indenture.


     Every
certificate or opinion with respect to compliance with a condition or covenant
provided for in this Indenture (other than pursuant to Section 10.4)
shall include,


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


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


          (3) a
statement that, in the opinion of each such Person, such Person has made such
examination or investigation as is necessary to enable such Person to express
an informed opinion as to whether or not such covenant or condition has been
complied with; and


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


     Section 1.4
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.



 7
 









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


     Any
certificate or opinion of an officer of the Company or of counsel may be based,
insofar as it relates to accounting matters, upon a certificate or opinion of
or representations by an accountant or firm of accountants employed or retained
by the Company unless such officer or counsel, as the case may be, knows, or in
the exercise of reasonable care should know, that the certificate or opinions
or representations as to such accounting matters are erroneous.


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


     Section 1.5
Acts of Holders; Record Dates.


     Any
request, demand, authorization, direction, notice, consent, waiver or other
action provided or permitted by this Indenture to be given, made or taken by
Holders of the Outstanding Securities of all series or one or more series, as
the case may be, may be embodied in and evidenced by one or more instruments of
substantially similar tenor signed by such Holders in person or by agent duly
appointed in writing; and, except as herein otherwise expressly provided, such
action shall become effective when such instrument or instruments are delivered
to the Trustee and, where it is hereby expressly required, to the Company. The
Trustee shall promptly deliver to the Company copies of all such instrument or
instruments delivered to the Trustee. Such instrument or instruments (and the
action embodied therein and evidenced thereby) are herein sometimes referred to
as the “Act” of the Holders signing such instrument or instruments.
Proof of execution of any such instrument or of a writing appointing any such
agent shall be sufficient for any purpose of this Indenture and (subject to Section 6.1)
conclusive in favor of the Trustee and the Company, if made in the manner provided
in this Section.


     The
fact and date of the execution by any Person of any such instrument or writing
may be proved by the affidavit of a witness of such execution or by a
certificate of a notary public or other officer authorized by law to take
acknowledgments of deeds, certifying that the individual signing such
instrument or writing acknowledged to him or her the execution thereof. Where
such execution is by a signer acting in a capacity other than his or her
individual capacity, such certificate or affidavit shall also constitute
sufficient proof of his or her authority. The fact and date of the execution of
any such instrument or writing, or the authority of the Person executing the
same, may also be proved in any other manner that the Trustee deems sufficient.


     The
ownership, date of holding, principal amount and serial numbers of Securities
shall be proved by the Security Register.


     Any
request, demand, authorization, direction, notice, consent, waiver or other Act
of the Holder of any Security shall bind every future Holder of the same
Security and the Holder of every Security issued upon the registration of
transfer thereof or in exchange therefor or in lieu thereof in respect of
anything done, omitted or suffered to be done by the Trustee, the Company in
reliance thereon, whether or not notation of such action is made upon such
Security. Any consent or waiver of the Holder of any Security shall be
irrevocable for a period of six months after the date of execution thereof, but
otherwise any such Holder or subsequent Holder may revoke the request, demand,
authorization, direction, notice, consent or other Act as to his Security or
portion of his Security; provided, however, that such revocation shall be
effective only if the Trustee receives the notice of revocation before the date
the Act becomes effective.


     The
Company may set any day as a record date for the purpose of determining the
Holders of Outstanding Securities of any series entitled to give, make or take
any request, demand, authorization, direction, vote, notice, consent, waiver or
other action provided or permitted by this Indenture to be given, made or taken
by Holders of Securities of such series, provided that the Company may not set
a record date for, and the provisions of this paragraph shall not apply with
respect to, the giving or making of any notice, declaration, request or
direction referred to in the next paragraph. If any record date is set pursuant
to this paragraph, the Holders of Outstanding Securities of the relevant series
on such record date, and no other Holders, shall be entitled to take the
relevant action, whether or not such Holders remain Holders after such record
date; provided that no such action shall be effective hereunder unless taken on
or prior to the applicable Expiration Date by Holders of the requisite
principal amount of Outstanding Securities of such series on such record date.
Nothing in this paragraph shall be construed to prevent the Company from
setting a new record date for any action for which a



 8
 









record
date has previously been set pursuant to this paragraph (whereupon the record
date previously set shall automatically and with no action by any Person be
canceled and of no effect), and nothing in this paragraph shall be construed to
render ineffective any action taken by Holders of the requisite principal
amount of Outstanding Securities of the relevant series on the date such action
is taken. Promptly after any record date is set pursuant to this paragraph, the
Company, at its own expense, shall cause notice of such record date, the
proposed action by Holders and the applicable Expiration Date to be given to
the Trustee in writing and to each Holder of Securities of the relevant series
in the manner set forth in Section 1.7.


     The
Trustee may set any day as a record date for the purpose of determining the
Holders of Outstanding Securities of any series entitled to join in the giving
or making of (i) any Notice of Default, (ii) any declaration of
acceleration referred to in Section 5.2, (iii) any request to
institute proceedings referred to in Section 5.7(2) or
(iv) any direction referred to in Section 5.12, in each case
with respect to Securities of such series. If any record date is set pursuant
to this paragraph, the Holders of Outstanding Securities of such series on such
record date, and no other Holders, shall be entitled to join in such notice,
declaration, request or direction, whether or not such Holders remain Holders
after such record date; provided that no such action shall be effective
hereunder unless taken on or prior to the applicable Expiration Date by Holders
of the requisite principal amount of Outstanding Securities of such series on
such record date. Nothing in this paragraph shall be construed to prevent the
Trustee from setting a new record date for any action for which a record date
has previously been set pursuant to this paragraph (whereupon the record date
previously set shall automatically and with no action by any Person be canceled
and of no effect), and nothing in this paragraph shall be construed to render
ineffective any action taken by Holders of the requisite principal amount of
Outstanding Securities of the relevant series on the date such action is taken.
Promptly after any record date is set pursuant to this paragraph, the Trustee,
at the Company’s expense, shall cause notice of such record date, the proposed
action by Holders and the applicable Expiration Date to be given to the Company
in writing and to each Holder of Securities of the relevant series in the
manner set forth in Section 1.7.


     With
respect to any record date set pursuant to this Section, the party hereto which
sets such record dates may designate any day as the “Expiration Date”
and from time to time may change the Expiration Date to any earlier or later
day; provided that no such change shall be effective unless notice of the
proposed new Expiration Date is given to the other party hereto in writing, and
to each Holder of Securities of the relevant series in the manner set forth in Section 1.7,
on or prior to the existing Expiration Date. If an Expiration Date is not
designated with respect to any record date set pursuant to this Section 1.5,
the party hereto which set such record date shall be deemed to have initially
designated the 180th day after such record date as the Expiration Date with
respect thereto, subject to its right to change the Expiration Date as provided
in this paragraph. Notwithstanding the foregoing, no Expiration Date shall be
later than the 180th day after the applicable record date.


     Without
limiting the foregoing, a Holder entitled hereunder to take any action
hereunder with regard to any particular Security may do so with regard to all
or any part of the principal amount of such Security or by one or more duly
appointed agents each of which may do so pursuant to such appointment with
regard to all or any part of such principal amount.


     Section 1.6
Notices, etc., to Trustee and Company.


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


          (1) the
Trustee by any Holder or by the Company shall be sufficient for every purpose
hereunder if made, given, furnished or filed in writing (or by facsimile
transmissions, provided that oral confirmation of receipt shall have been
received) to or with the Trustee at its Corporate Trust Office, Attention:
Corporate Trust Department, or


          (2) the
Company by the Trustee or by any Holder shall be sufficient for every purpose
hereunder (unless otherwise herein expressly provided) if in writing and
furnished by certified mail, return receipt requested, personally delivered or
furnished via overnight courier to the Company addressed to it at the address
of its 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, Attention: Chief Financial Officer.


     Section 1.7
Notice to Holders; Waiver.


     Where
this Indenture provides for notice to Holders of any event, such notice shall
be sufficiently given (unless otherwise herein expressly provided) if in
writing and mailed, first-class postage prepaid, or delivered by hand or
overnight courier to each Holder affected by such event, at its address as it
appears in the Security Register, not later than the latest date (if any), and
not earlier than the earliest date (if any), prescribed for the giving of such
notice. Neither the failure to mail or deliver by hand or overnight courier any
notice, nor any defect in any notice so mailed or delivered by hand or
overnight courier, to any particular Holder shall affect the



 9
 









sufficiency
of such notice with respect to other Holders. Where this Indenture provides for
notice in any manner, such notice may be waived in writing by the Person
entitled to receive such notice, either before or after the event, and such
waiver shall be the equivalent of such notice. Waivers of notice by Holders
shall be filed with the Trustee, but such filing shall not be a condition
precedent to the validity of any action taken in reliance upon such waiver.


     In
case by reason of the suspension of regular mail service or by reason of any
other cause it shall be impracticable to give notice to Holders of Securities
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 any case in which notice to Holders of 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 Security, shall affect the sufficiency of such notice
with respect to other Holders of Securities.


     Section 1.8
Conflict with Trust Indenture Act.


     If
any provision hereof limits, qualifies or conflicts with a provision of the
Trust Indenture Act or another provision hereof required to be included in this
Indenture by any of the provisions of the Trust Indenture Act, the latter
provision shall control. If any provision of this Indenture modifies or
excludes any provision of the Trust Indenture Act, which may be so modified or
excluded, the latter provision shall be deemed to apply to this Indenture as so
modified or to be excluded, as the case may be.


     Section 1.9
Effect of Headings and Table of Contents.


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


     Section 1.10
Successors and Assigns.


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


     Section 1.11
Separability Clause.


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


     Section 1.12
Benefits of Indenture.


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


     Section 1.13
Governing Law.


     THIS
INDENTURE AND THE SECURITIES SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE
WITH THE LAWS OF THE STATE OF NEW YORK, BUT WITHOUT GIVING EFFECT TO APPLICABLE
PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THE APPLICATION OF THE LAWS OF
ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.


     Section 1.14
Legal Holidays.


     Unless
otherwise provided with respect to any Security or Securities pursuant to Section 3.1,
in any case where any Interest Payment Date, Redemption Date, sinking fund
payment date, or Stated Maturity or Maturity or other payment date of any
Security or the last date on which a Holder has the right to convert a Security
at a particular conversion price shall not be a Business Day at any Place of
Payment, then (notwithstanding any other provision of this Indenture or of the
Securities (other than a provision of any Security which specifically states
that such provision shall apply in lieu of this Section)) payment of interest
or principal (and premium, if any) or, if applicable to a particular series of
Securities, conversion need not be made at such Place of Payment on such date,
but may be made on the next succeeding Business Day at such Place of Payment
with the same force and effect as if made on the Interest Payment Date or
Redemption Date, at the Stated Maturity or on such last day for conversion, as
the case may be.



 10
 









     Section 1.15
Indenture and Securities Solely Corporate Obligations.


     No
recourse for the payment of the principal of or premium, if any, or interest on
any Security, or for any claim based thereon or otherwise in respect thereof,
and no recourse under or upon any obligation, covenant or agreement of the
Company in this Indenture or in any supplemental indenture or in any Security,
or because of the creation of any indebtedness represented thereby, shall be
had, directly or indirectly, against any incorporator, subscriber to the shares
of beneficial interest (or capital stock or membership interests (as
applicable)), shareholder, stockholder, member, employee, agent, manager,
officer, trustee or director, as such, past, present or future, of the Company
or the Trustee or of any predecessor or successor corporation, either directly
or through the Company or the Trustee or any predecessor or successor
corporation, whether by virtue of any constitution, statute or rule of law, or
by the enforcement of any assessment or penalty or otherwise; it being
expressly understood that this Indenture and the obligations issued hereunder
are solely corporate obligations and that no such personal liability whatever
shall attach to, or is or shall be incurred by, any incorporator, subscriber to
the shares of beneficial interest (or capital stock or membership interests (as
applicable)), shareholder, stockholder, member, employee, agent, manager,
officer, trustee or director, as such, of the Company or the Trustee or of any
predecessor or successor corporation, 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 of the Securities
or implied therefrom; and that any and all such personal liability of every
name and nature, either at common law or in equity or by constitution or
statute, of, and any and all such rights and claims against, every such
incorporator, subscriber to the shares of beneficial interest (or capital stock
or membership interests (as applicable)), shareholder, stockholder, member,
employee, agent, manager, officer, trustee 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, any
supplemental indenture hereto, any certificate or other writing delivered in
connection herewith, or in any of the Securities or implied 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 such Securities. By
accepting a Security, each Holder agrees to the provisions of this Section 1.15
and waives and releases all such liability. Such waiver and release shall be
part of the consideration for the issuance of the Securities.


     Section 1.16
Indenture May be Executed in Counterparts.


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


ARTICLE 2


SECURITY FORMS


     Section 2.1
Forms Generally.


     The
Securities of each series shall be in such form or forms as shall be
established by or pursuant to one or more Board Resolutions and set forth in
such Board Resolutions, or, to the extent established pursuant to, rather than
set forth in, such Board Resolutions, an Officers’ Certificate detailing such
establishment, or in one or more indentures supplemental hereto, in each case
with such appropriate insertions, omissions, substitutions and other variations
as are required or permitted by this Indenture, and may have such letters,
numbers or other marks of identification and such legends or endorsements placed
thereon as may be required to comply with any applicable law or with any rules
or regulations pursuant thereto, or any rules of any securities exchange or
Depositary therefor or as may, consistently herewith, be determined by the
officers executing such Securities, as evidenced by their execution thereof. If
the form of Securities of any series is established by action taken pursuant to
a Board Resolution, or, to the extent established pursuant to, rather than set
forth in, such Board Resolutions, an Officers’ Certificate detailing such
establishment, a copy of an appropriate record of such action shall be
certified by the Secretary or an Assistant Secretary of the Company and
delivered to the Trustee at or prior to the delivery of the Company Order contemplated
by Section 3.3 for the authentication and delivery of such
Securities. Any such Board Resolution, Officers’ Certificate or record of such
action shall have attached thereto a true and correct copy of the form of
Security referred to therein approved by or pursuant to such Board Resolution
or Officers’ Certificate.


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



 11
 









     Section 2.2
Form of Trustee’s Certificate of Authentication.


     The
Trustee’s certificates of authentication shall be in substantially the
following form:


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


 


 


	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  

  	
   

  	
   

  	
  [Trustee], as Trustee

  
	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Authorized Officer

  
							



 


     Section 2.3
Global Securities.


     If
the Company shall establish pursuant to Section 3.1 that the
Securities of a particular series are to be issued in whole or in part in the
form of one or more Global Securities, then the Company shall execute and the
Trustee shall, in accordance with Section 3.3 and the Company Order
delivered to the Trustee thereunder, authenticate and deliver such Global
Security or Securities, which (i) shall represent, and shall be
denominated in an amount equal to the aggregate principal amount of the
Outstanding Securities of such series to be represented by such Global Security
or Securities, (ii) may provide that the aggregate amount of Outstanding
Securities represented thereby may from time to time be increased or reduced to
reflect exchanges, (iii) shall be registered in the name of the Depositary
for such Global Security or Securities or its nominee, (iv) shall be
delivered by the Trustee to the Depositary or pursuant to the Depositary’s
instruction and (v) shall bear a legend in accordance with the
requirements of the Depositary.


     Notwithstanding
any other provision of this Section or of Section 3.5, except as
contemplated by the provisions of this Section 2.3 below, unless
the terms of a Global Security expressly permit such Global Security to be
exchanged in whole or in part for individual Securities, a Global Security may
be transferred, in whole but not in part and in the manner provided in Section 3.5,
only to a nominee of the Depositary for such Global Security, or to the
Depositary, or to a successor Depositary for such Global Security selected or
approved by the Company, or to a nominee of such successor Depositary.


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


     The
Company may at any time and in its sole discretion determine that the
Securities of any series issued or issuable in the form of one or more Global
Securities shall no longer be represented by such Global Security or Securities.
In any such event the Company will execute, and the Trustee, upon receipt of a
Company Request for the authentication and delivery of Securities in the form
of definitive certificates in exchange in whole or in part for such Global
Security, will authenticate and deliver without service charge to each Person
specified by the Depositary Securities in the form of definitive certificates
of like tenor and terms in an aggregate principal amount equal to the principal
amount of such Global Security representing such series, or the aggregate
principal amount of such Global Securities representing such series, in
exchange for such Global Security or Securities.


     If
specified by the Company pursuant to Section 3.1 with respect to
Securities issued or issuable in the form of a Global Security, the Depositary
for such Global Security may surrender such Global Security in exchange in
whole or in part for Securities in the form of definitive certificates of like
tenor and terms on such terms as are acceptable to the Company and such
Depositary. Thereupon the Company shall execute, and the Trustee shall
authenticate and deliver, without service charge, (A) to each Person
specified by such Depositary a new Security or Securities of the same series of
like tenor and terms and any authorized denomination as requested by such
Person in aggregate principal amount equal to and in exchange for such Person’s
beneficial interest in the Global Security and (B) to such Depositary a
new Global Security of like tenor and terms and in an authorized denomination
equal to the difference, if any, between the principal amount of the
surrendered Global Security and the aggregate principal amount of Securities
delivered to Holders thereof.



 12
 









     In
any exchange provided for in any of the preceding three paragraphs, the Company
shall execute and the Trustee shall authenticate and deliver Securities in the
form of definitive certificates in authorized denominations. Upon the exchange
of the entire principal amount of a Global Security for Securities in the form
of definitive certificates, such Global Security shall be canceled by the
Trustee. Except as provided in the immediately preceding subparagraph,
Securities issued in exchange for a Global Security pursuant to this Section 2.3
shall be registered in such names and in such authorized denominations as the
Depositary for such Global Security, acting pursuant to instructions from its
direct or indirect participants or otherwise, shall instruct the Trustee.
Provided that the Company and the Trustee have so agreed, the Trustee shall
deliver such Securities to the Persons in whose names the Securities are so to
be registered.


     Any
endorsement of a Global Security to reflect the principal amount thereof, or
any increase or decrease in such principal 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 in or pursuant to
any applicable letter of representations or other arrangement entered into
with, or procedures of, the Depositary with respect to such Global Security or
in the Company Order delivered or to be delivered pursuant to Section 3.3
or Section 3.4 with respect thereto. Subject to the provisions of Section 3.3
and, if applicable, Section 3.4, the Trustee shall deliver and redeliver
any such Global Security in the manner and upon instructions given by the
Person or Persons specified in or pursuant to any applicable letter of
representations or other arrangement entered into with, or procedures of, the
Depositary with respect to such Global Security or in any applicable Company
Order. If a Company Order pursuant to Section 3.3 or Section 3.4
is so delivered, any instructions by the Company with respect to such Global
Security contained therein 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.


     The
Depositary or, if there be one, its nominee, shall be the Holder of a Global
Security for all purposes under this Indenture; and beneficial owners with
respect to such Global Security shall hold their interests pursuant to
applicable procedures of such Depositary. The Company, the Trustee, the Paying
Agent and the Security Registrar shall be entitled to deal with such Depositary
for all purposes of this Indenture relating to such Global Security (including
the payment of principal, premium, if any, and interest and any Additional
Amounts with respect to such Global Security and the giving of instructions or
directions by or to the beneficial owners of such Global Security as the sole
Holder of such Global Security and shall have no obligations to the beneficial
owners thereof (including any direct or indirect participants in such
Depositary). None of the Company, the Trustee, any Paying Agent or the Security
Registrar shall 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 in or pursuant to any applicable letter of
representations or other arrangement entered into with, or procedures of, the
Depositary with respect to such Global Security or for maintaining, supervising
or reviewing any records relating to such beneficial ownership interests.


     Section 2.4
Form of Legend for Global Securities.


     Unless
otherwise specified as contemplated by Section 3.1 for the
Securities evidenced thereby, every Global Security authenticated and delivered
hereunder shall bear a legend in substantially the following form:


     THIS
SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER
REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF.
THIS SECURITY MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A SECURITY
REGISTERED, AND NO TRANSFER OF THIS SECURITY IN WHOLE OR IN PART MAY BE
REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN SUCH DEPOSITARY OR A NOMINEE
THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE.



 13
 









Section 2.5
Form of Face of Security.


          [Insert
any legend required by the Internal Revenue Code and the regulations
thereunder.]


LTC PROPERTIES, INC.


	
  No.                                  

  	
  $                 

  



 


          LTC
Properties, Inc., a corporation duly organized and existing under the laws of
Maryland (herein called the “Company”, which term includes any successor Person
under the Indenture hereinafter referred to), for value received, hereby
promises to pay to                                                             ,
or registered assigns, the principal sum of                                                             
Dollars on          
                                         
           [if the
Security is to bear interest prior to Maturity, insert — , and to pay
interest thereon from                                         
or from the most recent Interest Payment Date to which interest has been paid
or duly provided for, semi-annually on                                         
and                                         
in each year, commencing                                         ,
at the rate of                                         
per annum, until the principal hereof is paid or made available for payment [if
applicable, insert — , and at the rate of                     %
per annum on any overdue principal and premium and on any overdue installment
of interest]. The interest so payable, and punctually paid or duly provided
for, on any Interest Payment Date will, as provided in such Indenture, be paid
to the Person in whose name this Security (or one or more Predecessor
Securities) is registered at the close of business on the Regular Record Date
for such interest, which shall be the                                         
or                                         
(whether or not a Business Day), as the case may be, next preceding such
Interest Payment Date. Any such interest not so punctually paid or duly
provided for will forthwith cease to be payable to the Holder on such Regular
Record Date and may either be paid to the Person in whose name this Security
(or one or more Predecessor Securities) is registered at the close of business
on a Special Record Date for the payment of such Defaulted Interest to be fixed
by the Trustee, notice whereof shall be given to Holders of Securities of this
series not less than 10 days prior to such Special Record Date, or be paid
at any time in any other lawful manner not inconsistent with the requirements
of any securities exchange on which the Securities of this series may be
listed, and upon such notice as may be required by such exchange, all as more
fully provided in said Indenture].


          [If
the Security is not to bear interest prior to Maturity, insert — The principal
of this Security shall not bear interest except in the case of a default in
payment of principal upon acceleration, upon redemption or at Stated Maturity
and in such case the overdue principal of this Security shall bear interest at
the rate of                     %
per annum which shall accrue from the date of such default in payment to the
date payment of such principal has been made or duly provided for. Interest on
any overdue principal shall be payable on demand. Any such interest on any
overdue principal that is not so paid on demand shall bear interest at the rate
of                     %
per annum which shall accrue from the date of such demand for payment to the
date payment of such interest has been made or duly provided for, and such
interest shall also be payable on demand.]


          Payment
of the principal of (and premium, if any) and [if applicable, insert —
any such] interest on this Security will be made at the office or agency of the
Company maintained for that purpose in                                         ,
in such coin or currency of the United States of America as at the time of
payment is legal tender for payment of public and private debts [if
applicable, insert — ; provided, however, that at the option
of the Company payment of interest may be made by check mailed to the address
of the Person entitled thereto as such address shall appear in the Security
Register].


          Reference
is hereby made to the further provisions of this Security set forth on the
reverse hereof, which further provisions shall for all purposes have the same
effect as if set forth at this place.


          Unless
the certificate of authentication hereon has been executed by the Trustee
referred to on the reverse hereof by manual signature, this Security shall not
be entitled to any benefit under the Indenture or be valid or obligatory for
any purpose.


          IN
WITNESS WHEREOF, the Company has caused this instrument to be duly executed.


Dated:



	
  

  	
   

  	
  LTC PROPERTIES, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Attest:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
						



 



 14















Section 2.6
Form of Reverse of Security.


          This
Security is one of a duly authorized issue of securities of the Company (herein
called the “Securities”), issued and to be issued in one or more series under
an Indenture, dated as of
                    ,
20                    
(herein called the “Indenture”), between the Company and                                         ,
as Trustee (herein called the “Trustee”, which term includes any successor
trustee under the Indenture), to which Indenture and all indentures
supplemental thereto reference is hereby made for a statement of the respective
rights, limitations of rights, duties and immunities thereunder of the Company,
the Trustee, the holders of Senior Indebtedness and the Holders of the Securities
and of the terms upon which the Securities are, and are to be, authenticated
and delivered. This Security is one of the series designated on the face hereof
[if applicable, insert —, limited in aggregate principal amount to $                    ].


          [If
applicable, insert — Subject to and upon compliance with the provisions of
the Indenture, the Holder of this Security is entitled, at his option, at any
time on or before the close of business on                     ,
or in case this Security or a portion hereof is called for redemption, then in
respect of this Security or such portion hereof until and including, but
(unless the Company defaults in making the payment due upon redemption) not
after, the close of business on the 10th calendar day before the Redemption
Date, to convert this Security (or any portion of the principal amount hereof
which is $1,000 or an integral multiple thereof), at the principal amount
hereof, or of such portion, into fully paid and non-assessable shares
(calculated as to each conversion to the nearest 1/100 of a share) of Common
Stock of the Company at a conversion price per share of Common Stock equal to $                  per
each share of Common Stock (or at the current adjusted conversion price if an
adjustment has been made as provided in the Indenture) by surrender of this
Security, duly endorsed or assigned to the Company or in blank, to the Company
at its office or agency in                                         ,
accompanied by written notice to the Company that the Holder hereof elects to
convert this Security, or if less than the entire principal amount hereof is to
be converted, the portion hereof to be converted, and, in case such surrender
shall be made during the period from the close of business on any Regular
Record Date next preceding any Interest Payment Date to the opening of business
on such Interest Payment Date (unless this Security or the portion thereof
being converted has been called for redemption on a Redemption Date within such
period), also accompanied by payment in funds acceptable to the Company of an
amount equal to the interest payable on such Interest Payment Date on the
principal amount of this Security then being converted. Subject to the
aforesaid requirement for payment and, in the case of a conversion after the
Regular Record Date next preceding any Interest Payment Date and on or before
such Interest Payment Date, to the right of the Holder of this Security (or any
Predecessor Security) of record at such Regular Record Date to receive an
installment of interest (with certain exceptions provided in the Indenture), no
payment or adjustment is to be made on conversion for interest accrued hereon
or for dividends on the Common Stock issued on conversion. No fractions of
shares or scrip representing fractions of shares will be issued on conversion,
but instead of any fractional interest the Company shall pay a cash adjustment
as provided in the Indenture. The conversion price is subject to adjustment as
provided in the Indenture. In addition, the Indenture provides that in case of
certain consolidations or mergers to which the Company is a party or the
transfer of substantially all of the assets of the Company, the Indenture shall
be amended, without the consent of any Holders of Securities, so that this
Security, if then outstanding, will be convertible thereafter, during the
period this Security shall be convertible as specified above, only into the
kind and amount of securities, cash and other property receivable upon the
consolidation, merger or transfer by a holder of the number of shares of Common
Stock into which this Security might have been converted immediately prior to
such consolidation, merger or transfer (assuming such holder of Common Stock
failed to exercise any rights of election and received per share the kind and
amount received per share by a plurality of non-electing shares).]


          [If
applicable, insert — The Securities of this series are subject to
redemption upon not less than 30 days’ notice by mail, [if applicable,
insert — (1) on                                         
in any year commencing with the year                                         
and ending with the year 20                                                            
through operation of the sinking fund for this series at a Redemption Price
equal to 100% of the principal amount, and (2)] at any time [if applicable,
insert — on or after                                         ,
20                    ],
as a whole or in part, at the election of the Company, at the following
Redemption Prices (expressed as percentages of the principal amount): If
redeemed [if applicable, insert — on or before                                         ,                       
%, and if redeemed] during the 12-month period beginning                 
                        
of the years indicated,


	
  Year

  	
   

  	
  Redemption

  Price

  	
   

  	
  Year

  	
   

  	
  Redemption

  Price

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


and
thereafter at a Redemption Price equal to                %
of the principal amount, together in the case of any such redemption [if
applicable, insert — (whether through operation of the sinking fund or
otherwise)] with accrued interest to the Redemption Date, but interest
installments whose Stated Maturity is on or prior to such Redemption Date will
be payable to the Holders of such Securities, or one or more Predecessor
Securities, of record at the close of business on the relevant Record Dates
referred to on the face hereof, all as provided in the Indenture.]



 15
 









          [If
applicable, insert — The Securities of this series are subject to
redemption upon not less than 30 days’ notice by mail, (1) on                                         
in any year commencing with the year                     
and ending with the year                     
through operation of the sinking fund for this series at the Redemption Prices
for redemption through operation of the sinking fund (expressed as percentages
of the principal amount) set forth in the table below, and (2) at any time
[if applicable, insert — on or after                                         ],
as a whole or in part, at the election of the Company, at the Redemption Prices
for redemption otherwise than through operation of the sinking fund (expressed
as percentages of the principal amount) set forth in the table below: If
redeemed during the 12-month period beginning                                         
of the years indicated, 


	
  Year

  	
   

  	
  Redemption Price

  For Redemption

  Through Operation

  of the Sinking Fund

  	
   

  	
  Redemption Price For

  Redemption Otherwise

  Than Through Operation

  of the Sinking Fund

  
	
   

  	
   

  	
   

  	
   

  	
   

  



 


and
thereafter at a Redemption Price equal to                           %
of the principal amount, together in the case of any such redemption (whether through
operation of the sinking fund or otherwise) with accrued interest to the
Redemption Date, but interest installments whose Stated Maturity is on or prior
to such Redemption Date will be payable to the Holders of such Securities, or
one or more Predecessor Securities, of record at the close of business on the
relevant Record Dates referred to on the face hereof, all as provided in the
Indenture.]


          [If
applicable, insert — The sinking fund for this series provides for the
redemption on                                         
in each year beginning with the year                     
and ending with the year        
             
of [if applicable, insert — not less than $                     
(“mandatory sinking fund”) and not more than] $                               aggregate
principal amount of Securities of this series. Securities of this series
acquired or redeemed by the Company otherwise than through [if applicable,
insert mandatory] sinking fund payments [if applicable, insert and Securities
surrendered for conversion] may be credited against subsequent [if
applicable, insert — mandatory] sinking fund payments otherwise required to
be made [if applicable, insert — in the inverse order in which they
become due].


          [If
the Security is subject to redemption of any kind, insert — In the event of
redemption or conversion of this Security in part only, a new Security or
Securities of this series and of like tenor for the unredeemed or unconverted
portion hereof will be issued in the name of the Holder hereof upon the
cancellation hereof.]


          The
indebtedness evidenced by this Security is, to the extent provided in the
Indenture, subordinate and subject in right of payment to the prior payment in
full of all Senior Indebtedness, and this Security is issued subject to the
provisions of the Indenture with respect thereto. Each Holder of this Security,
by accepting the same, (a) agrees to and shall be bound by such
provisions, (b) authorizes and directs the Trustee on his behalf to take
action as may be necessary or appropriate to effectuate the subordination so
provided and (c) appoints the Trustee his attorney-in-fact for any and all
such purposes.


          [If
applicable, insert — The Indenture contains provisions for defeasance at any
time of [(1) the entire indebtedness of this Security or (2)] certain
restrictive covenants and Events of Default with respect to this Security, in
each case upon compliance with certain conditions set forth in the Indenture.]


          [If
the Security is not an Original Issue Discount Security, insert — If an
Event of Default with respect to Securities of this series shall occur and be
continuing, the principal of the Securities of this series may be declared due
and payable in the manner and with the effect provided in the Indenture.]


          [If
the Security is an Original Issue Discount Security, insert — If an Event
of Default with respect to Securities of this series shall occur and be
continuing, an amount of principal of the Securities of this series may be
declared due and payable in the manner and with the effect provided in the
Indenture. Such amount shall be equal to — insert formula for determining
the amount. Upon payment (i) of the amount of principal so declared
due and payable and (ii) of interest on any overdue principal and overdue
interest all of the Company’s obligations in respect of the payment of the
principal of and interest, if any, on the Securities of this series shall
terminate.]


          The
Indenture permits, with certain exceptions as therein provided, the amendment
thereof and the modification of the rights and obligations of the Company and
the rights of the Holders of the Securities of each series to be affected under
the Indenture at any time by the Company and the Trustee with the consent of
the Holders of a majority in principal amount of the Securities at the time
Outstanding of each series to be affected. The Indenture also contains
provisions permitting the Holders of specified percentages in principal amount
of the Securities of each series at the time Outstanding, on behalf of the
Holders of all Securities of such series, to waive compliance by the Company
with certain provisions of the Indenture and certain past defaults under the
Indenture and their consequences. Any such consent or waiver by the Holder of
this Security shall be conclusive and binding upon such Holder and upon all
future Holders of this Security and of any Security issued upon the
registration of transfer hereof or in exchange herefor or in lieu hereof,
whether or not notation of such consent or waiver is made upon this Security.



 16
 









          As
provided in and subject to the provisions of the Indenture, the Holder of this
Security shall not have the right to institute any proceeding with respect to
the Indenture or for the appointment of a receiver or trustee or for any other
remedy thereunder, unless such Holder shall have previously given the Trustee
written notice of a continuing Event of Default with respect to the Securities
of this series, the Holders of not less than 25% in principal amount of the
Securities of this series at the time Outstanding shall have made written
request to the Trustee to institute proceedings in respect of such Event of
Default as Trustee and offered the Trustee reasonable indemnity and the Trustee
shall not have received from the Holders of a majority in principal amount of
Securities of this series at the time Outstanding a direction inconsistent with
such request, and shall have failed to institute any such proceeding, for
60 days after receipt of such notice, request and offer of indemnity. The
foregoing shall not apply to any suit instituted by the Holder of this Security
for the enforcement of any payment of principal hereof or any premium or
interest hereon on or after the respective due dates expressed herein.


          Subject
to the rights of holders of Senior Indebtedness, as set forth in the Indenture,
no other reference herein to the Indenture and no other provision of this
Security or of the Indenture shall alter or impair the obligation of the
Company, which is absolute and unconditional, to pay the principal of (and
premium, if any) and interest on this Security at the times, place and rate,
and in the coin or currency, herein prescribed or to convert this Security as
provided in the Indenture.


          As
provided in the Indenture and subject to certain limitations therein set forth,
the transfer of this Security is registerable in the Security Register, upon
surrender of this Security for registration of transfer at the office or agency
of the Company in any place where the principal of and any premium and interest
on this Security are payable, duly endorsed by, or accompanied by a written
instrument of transfer in form satisfactory to the Company and the Security
Registrar duly executed by, the Holder hereof or his attorney duly authorized
in writing, and thereupon one or more new Securities of this series and of like
tenor, of authorized denominations and for the same aggregate principal amount,
will be issued to the designated transferee or transferees.


          The
Securities of this series are issuable only in registered form without coupons
in denominations of $1,000 and any integral multiple thereof. As provided in
the Indenture and subject to certain limitations therein set forth, Securities
of this series are exchangeable for a like aggregate principal amount of
Securities of this series and of like tenor of a different authorized
denomination, as requested by the Holder surrendering the same.


          No
service charge shall be made for any such registration of transfer or exchange,
but the Company or the Security Registrar may require payment of a sum
sufficient to cover any tax or other governmental charge payable in connection
therewith.


          Prior
to due presentment of this 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 this Security is registered as the owner hereof for all purposes,
whether or not this Security be overdue, and neither the Company, the Trustee
nor any such agent shall be affected by notice to the contrary.


          All
terms used in this Security which are defined in the Indenture shall have the
meanings assigned to them in the Indenture.


ARTICLE 3


THE SECURITIES


     Section 3.1
Amount Unlimited; Issuable in Series.


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


     The
Securities may be issued in one or more series. There shall be established in
or pursuant to a Board Resolution and, subject to Section 3.3, set
forth, or determined in the manner provided, in an Officers’ Certificate, or
established in one or more indentures supplemental hereto, prior to the
issuance of Securities of any series,


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


          (2) any
limit upon the aggregate principal amount of the Securities of the series which
may be authenticated and delivered under this Indenture (except for Securities
authenticated and delivered upon registration of transfer of, or in exchange
for, or in lieu of, other Securities of the series pursuant to Section 2.3,
3.4, 3.5, 3.6, 9.6 or 11.7 and except for
any Securities which, pursuant to Section 3.3, are deemed never to
have been authenticated and delivered hereunder);



 17
 









          (3) the
Person to whom any interest on a Security of the series shall be payable, if
other than the Person in whose name that Security (or one or more Predecessor
Securities) is registered at the close of business on the Regular Record Date
for such interest;


          (4) the
date or dates on which the principal of and premium, if any, on any Securities
of the series is payable or the method of determination and/or extension of
such date or dates; and the amount or amounts of such payments of principal and
premium, if any, or the method of determination thereof;


          (5) the
rate or rates (which may be fixed or variable), at which any Securities of the
series shall bear interest, if any, whether and under what circumstances
Additional Amounts with respect to such Securities shall be payable, the date
or dates from which any such interest shall accrue, the Interest Payment Dates
on which any such interest shall be payable and, if other that as set forth in Section 1.1,
the Regular Record Date for any such interest payable on any Interest Payment
Date (or the method for determining the dates and rates);


          (6) whether
any of such Securities will be subject to certain optional interest rate reset
provisions;


          (7) the
place or places where the principal of and any premium and interest on, or any
Additional Amounts with respect to, the Securities of the series shall be
payable, where the Securities of such series may be surrendered for
registration of transfer or exchange and where notices and demands to or upon
the Company in respect of the Securities of such series and this Indenture may
be served, and the method of such payment, if by wire transfer, mail or other
means;


          (8) (a) the
period or periods within which, the price or prices at which, the currency or
currencies (including currency units) and the terms and conditions upon which
any Securities of the series may be redeemed, in whole or in part, at the
option of the Company, (b) if other than as provided in Section 11.3,
the manner in which the particular Securities of such series (if less than all
Securities of such series are to be redeemed) are to be selected for redemption
and (c) if other than by a Board Resolution, the manner in which any
election by the Company to redeem the Securities shall be evidenced;


          (9) the
Senior Indebtedness to which the Securities of such series are subordinated,
and the terms of such subordination;


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


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


          (12) if
other than the Trustee, the identity of the Securities Registrar and/or the
Paying Agent;


          (13) if
the amount of principal of or any premium or interest on or other payments, if
any, on any Securities of the series may be determined with reference to an
index, formula or other method (which index, formula or method may be based,
without limitation, on the price of one or more commodities, derivatives or
securities; one or more securities, derivatives or commodities exchange indices
or other indices; a currency or currencies (including currency unit or units)
other than that in which the Securities of the series are denominated or
designated to be payable; or any other variable or the relationship between any
variables or combination of variables), the index, formula or other method by
which such amounts shall be determined;


          (14) if
other than the currency of the United States of America, the currency,
currencies or currency units (including composite currencies) in which the
principal of or any premium or interest on, or any Additional Amounts with
respect to, any Securities of the series shall be payable and the manner of
determining the equivalent thereof in the currency of the United States of
America for any purpose, including for purposes of the definition of “Outstanding”
in Section 1.1;



 18
 









          (15) if
the principal of or any premium or interest on, or any Additional Amounts with
respect to, any Securities of the series is to be payable, at the election of
the Company or the Holder thereof, in one or more currencies or currency units
other than that or those in which such Securities are stated to be payable, the
currency, currencies or currency units in which the principal of or any premium
or interest on such Securities as to which such election is made shall be
payable, the periods within which and the terms and conditions upon which such
election is to be made and the amount so payable (or the manner in which such
amount shall be determined);


          (16) if
other than the entire principal amount thereof, the portion of the principal
amount of any Securities of the series which shall be payable upon declaration
of acceleration of the Maturity thereof pursuant to Section 5.2;


          (17) if
the principal amount payable at the Stated Maturity of any Securities of the
series will not be determinable as of any one or more dates prior to the Stated
Maturity, the amount which shall be deemed to be the principal amount of such
Securities as of any such date for any purpose thereunder or hereunder,
including the principal amount thereof which shall be due and payable upon any
Maturity other than the Stated Maturity or which shall be deemed to be
Outstanding as of any date prior to the Stated Maturity (or, in any such case,
the manner in which such amount deemed to be the principal amount shall be
determined);


          (18) if
applicable, that the Securities of the series, in whole or any specified part,
shall be defeasible pursuant to Section 13.2 or Section 13.3
or both such Sections, or any other defeasance provisions applicable to any
Securities of the series, and, if other than by a Board Resolution, the manner
in which any election by the Company to defease such Securities shall be evidenced;


          (19) the
terms, if any, upon which Securities of the series may be convertible into or
exchanged for other Securities, common shares, preferred shares, other debt
securities, warrants to purchase any of the foregoing, or other securities of
any kind of the Company or any other obligor or any other property, and the
terms and conditions upon which the conversion or exchange shall be effected,
including the initial conversion or exchange price or rate, the conversion or
exchange period, and any other additional provisions;


          (20) if
applicable, that any Securities of the series shall be issuable in whole or in
part in the form of one or more Global Securities and, in such case, the
respective Depositaries for such Global Securities, the form of any legend or
legends which shall be borne by any such Global Security in addition to or in
lieu of that set forth in Section 2.4;


          (21) any
deletions, modifications of or additions to the definitions set forth in Section
1.1, the Events of Default which apply to any Securities of the series and
any change in the right of the Trustee or the requisite Holders of such
Securities to declare the principal amount thereof due and payable pursuant to Section 5.2;


          (22) any
addition to, deletion of or change in the covenants set forth in Article 10
which applies to Securities of the series;


          (23) any
Authenticating Agents, Paying Agents, Security Registrars or such other agents
necessary in connection with the issuance of the Securities of such series,
including, without limitation, exchange rate agents and calculation agents;


          (24) if
applicable, the terms of any Mortgage that will be provided for a series of
Securities, including any provisions regarding the circumstances under which
collateral may be released or substituted;


          (25) if
applicable, the terms of any guaranties for the Securities, including the terms
of any subordination of such guaranties, and any circumstances under which
there may be additional obligors on the Securities;


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


          (27) whether
Securities of the series shall be issuable in registered form or bearer form
(registrable or not registrable as to principal, and with or without interest
coupons), or both, and any restrictions applicable to the offering, sale or
delivery of bearer securities and the terms upon which bearer Securities of a
series may be exchanged for registered Securities of the same series and vice
versa;


          (28) the
forms of the Securities of the series;


          (29) any
terms which may be related to warrants, options or other rights to purchase and
sell securities issued by the Company in connection with, or for the purchase
of, Securities of such series, including whether and under what circumstances
the Securities of any series may be used toward the exercise price of any such
warrants, options or other rights;



 19
 









          (30) if
the Securities of the series will be governed by, and the extent to which such
Securities will be governed by, any law other than the laws of the state of New
York;


          (31) any
other terms of the series (which terms shall not be inconsistent with the
provisions of this Indenture, except as permitted by Section 9.1(5)).


     All
Securities of any one series need not be identical but may vary as may be
provided in or pursuant to the Board Resolution referred to above and (subject
to Section 3.3) set forth, or determined in the manner provided, in
the Officers’ Certificate referred to above or in any such indenture
supplemental hereto. All Securities of any one series need not be issued at the
same time and, unless otherwise provided, a series may be reopened, without the
consent of the Holders, for issuances of additional Securities of such series.


     Section 3.2
Denominations.


     Except
as specified as contemplated by Section 3.1, the Securities of each
series shall be issuable only in registered form without coupons. The
Securities of such series shall be issuable only in such denominations as shall
be specified as contemplated by Section 3.1. In the absence of any
such specified denomination with respect to the Securities of any series, the
Securities of such series shall be issuable in denominations of $1,000 and any
integral multiple thereof. Unless otherwise provided as contemplated by Section 3.1
with respect to any series of Securities, any Securities of a series denominated
in a currency other than Dollars shall be issuable in denominations that are
the equivalent, as determined by the Company by reference to the noon buying
rate in The City of New York for cable transfers for such currency (“Exchange
Rate”), as such rate is reported or otherwise made available by the Federal
Reserve Bank of New York, on the applicable issue date for such Securities, of
$1,000 and any integral multiple thereof.


     Section 3.3
Execution, Authentication, Delivery and Dating.


     The
Securities shall be executed on behalf of the Company by its Chairman of the
Board, its Chief Executive Officer, its principal financial officer, its
President or one of its Vice Presidents, and attested by its Treasurer, its
Secretary or one of its Assistant Treasurers or Assistant Secretaries. The
signature of any of these officers on the Securities may be manual or
facsimile. Securities bearing the manual or facsimile signatures of individuals
who were at any time the proper officers of the Company shall bind the Company,
notwithstanding that such individuals or any of them have ceased to hold such
offices prior to the authentication and delivery of such Securities or did not
hold such offices at the date of such Securities.


     At
any time and from time to time after the execution and delivery of this
Indenture, the Company may deliver Securities of any series executed by the
Company to the Trustee for authentication, together with a Company Order for
the authentication and delivery of such Securities, and the Trustee in
accordance with the Company Order shall authenticate and deliver such
Securities; provided, however, that in the case of Securities offered in a
Periodic Offering, the Trustee shall authenticate and deliver such Securities
from time to time in accordance with such other procedures (including, without
limitation, the receipt by the Trustee of oral or electronic instructions from
the Company or its duly authorized agents, promptly confirmed in writing)
acceptable to the Trustee as may be specified by or pursuant to a Company Order
delivered to the Trustee prior to the time of the first authentication of
Securities of such series. Each Security shall be dated the date of its
authentication unless otherwise provided by a Board Resolution, a supplemental
indenture hereto or an Officers’ Certificate. If the form or terms of the
Securities of the series have been established by or pursuant to one or more
Board Resolutions or any other method permitted by Sections 2.1 and
3.1, in authenticating such Securities, and accepting the additional
responsibilities under this Indenture in relation to such Securities, the
Trustee shall be entitled to receive, and (subject to Section 6.1)
shall be fully protected in relying upon, a copy of such Board Resolution, the
Officers’ Certificate setting forth the terms of the series and an Opinion of
Counsel, with such Opinion of Counsel stating,


          (1) if
the form or terms of such Securities have been established by or pursuant to
Board Resolution or any other method permitted by Sections 2.1 and 3.1,
that such form or terms have been, or in the case of Securities of a series
offered in a Periodic Offering will be, established in conformity with the
provisions of this Indenture, subject in the case of Securities offered in a
Periodic Offering, to any conditions specified in such Opinion of Counsel; and


          (2) that
such Securities, when authenticated and delivered by the Trustee and issued by
the Company in the manner and subject to any conditions, exceptions and
qualifications specified in such Opinion of Counsel, will constitute legal,
valid and binding obligations of the Company, enforceable in accordance with
their terms, except as such enforcement is subject to the effect of
(i) bankruptcy, insolvency, fraudulent conveyance, reorganization or other
laws relating to or affecting creditors’ rights and (ii) general
principles of equity (regardless of whether such enforcement is considered in a
proceeding in equity or at law).



 20
 









     Such
Opinion of Counsel need express no opinion as to the enforceability of Section
6.7 or as to whether a court in the United States would render a money
judgment in a currency other than that of the United States. Notwithstanding
the provisions of Section 3.1 and of the preceding paragraph, if
all Securities of a series are not to be originally issued at one time, it
shall not be necessary to deliver the Officers’ Certificate otherwise required
pursuant to Section 3.1 or the Company Order and Opinion of Counsel
otherwise required pursuant to such preceding paragraph at or prior to the
authentication of each Security of such series if such documents are delivered
at or prior to the authentication upon original issuance of the first Security
of such series to be issued.


     Notwithstanding
that such form or terms have been so established, the Trustee shall have the
right to decline to authenticate such Securities if, in the written opinion of
counsel to the Trustee (which counsel may be an employee of the Trustee), such
action may not lawfully be taken or if the Trustee in good faith by its board
of trustees or trustees, executive committee or a trust committee of directors,
trustees or vice presidents shall determine that such action would expose the
Trustee to personal liability to Holders of any Securities then outstanding.


     With
respect to Securities of a series offered in a Periodic Offering, the Trustee
may rely, as to the authorization by the Company of any of such Securities, the
form and terms thereof and the legality, validity, binding effect and
enforceability thereof, upon the Opinion of Counsel and the other documents
delivered pursuant to Sections 2.1 and 3.1 and this Section,
as applicable, in connection with the first authentication of Securities of
such series.


     No
Security shall be entitled to any benefit under this Indenture or be valid or
obligatory for any purpose unless there appears on such Security a certificate
of authentication substantially in the form provided for herein executed by the
Trustee or an Authenticating Agent by manual signature, and such certificate
upon any Security shall be conclusive evidence, and the only evidence, that
such Security has been duly authenticated and delivered hereunder.
Notwithstanding the foregoing, if any Security shall have been authenticated
and delivered hereunder but never issued and sold by the Company, and the
Company shall deliver such Security to the Trustee for cancellation as provided
in Section 3.9, for all purposes of this Indenture such Security
shall be deemed never to have been authenticated and delivered hereunder and
shall never be entitled to the benefits of this Indenture.


     The
Company in issuing Securities may use “CUSIP” numbers (if then generally in
use), and if so, the Trustee may use the CUSIP numbers in notices of redemption
or exchange as a convenience to Holders; provided, however, that any such
notice may state that no representation is made as to the correctness or
accuracy of the CUSIP number printed in the notice or on the Securities, that
reliance may be placed only on the other identification numbers printed on the
Securities, and any such redemption or exchange shall not be affected by any
defect or omission of such CUSIP numbers. The Company will promptly notify the
Trustee of any change in CUSIP numbers known to an Officer of the Company.
Neither the Company nor the Trustee shall have any responsibility for any
defect in the CUSIP number that appears on any Security, check, advice of
payment or redemption notice, and any such document may contain a statement to
the effect that CUSIP numbers have been assigned by an independent service for
convenience of reference and that neither the Company nor the Trustee shall be
liable for any inaccuracy in such numbers.


     Section 3.4
Temporary Securities.


     Pending
the preparation of definitive Securities of any series, the Company may
execute, and upon Company Order the Trustee shall authenticate and deliver,
temporary Securities which are printed, lithographed, typewritten, mimeographed
or otherwise produced, in any authorized denomination, substantially of the
tenor of the definitive Securities in lieu of which they are issued and with
such appropriate insertions, omissions, substitutions and other variations as
the officers executing such Securities may determine, as evidenced by their
execution of such Securities. All or any portion of the temporary Securities of
a series may be Global Securities.


     If
temporary Securities of any series are issued, the Company will cause
definitive Securities of that series to be prepared without unreasonable delay.
Except in the case of temporary Securities that are Global Securities, each of
which shall be exchanged in accordance with the provisions thereof, after the
preparation of definitive Securities of such series, the temporary Securities
of such series shall be exchangeable for definitive Securities of such series
upon surrender of the temporary Securities of such series at the office or
agency of the Company in a Place of Payment for that series, without charge to
the Holder. Upon surrender for cancellation of any one or more temporary
Securities of any series, the Company shall execute and the Trustee shall
authenticate and deliver in exchange therefor one or more definitive Securities
of the same series, of any authorized denominations and of like tenor and
aggregate principal amount. Until so exchanged, the temporary Securities of any
series shall in all respects be entitled to the same benefits under this
Indenture as definitive Securities of such series and tenor, except as
otherwise specified as contemplated by Section 3.1.



 21
 









     Section 3.5
Registration; Registration of Transfer and Exchange.


     The
Company shall cause to be kept at the Corporate Trust Office of the Trustee or
in any office or agency to be maintained by the Company in accordance with Section 9.2
in a Place of Payment or in such other place or medium as may be specified
pursuant to Section 3.1 a register for each series of Securities
(each register maintained in such office and in any other office or agency of
the Company in a Place of Payment being herein sometimes referred to as the “Security
Register”) in which, subject to such reasonable regulations as it may
prescribe, the Company shall provide for the registration of Securities of such
series and of transfers of Securities of such series. Unless otherwise
contemplated by Section 3.1, the Trustee is hereby appointed “Security
Registrar” for the purpose of registering Securities and transfers of
Securities, and for the purpose of maintaining the Security Register in respect
thereof, as herein provided.


     Except
as set forth in Section 2.3 or as may be provided pursuant to Section
3.1, upon surrender for registration of transfer of any Security of a
series at the office or agency of the Company in a Place of Payment for that
series, the Company shall execute and deliver a Company Order requesting the
Trustee to authenticate and deliver, and the Trustee shall authenticate and
deliver, in the name of the designated transferee or transferees, one or more
new Securities of the same series, of any authorized denominations and of like
tenor and aggregate principal amount.


     Unless
otherwise provided as contemplated by Section 3.1, at the option of
the Holder, Securities of any series (other than Global Securities) may be
exchanged for other Securities of the same series, of any authorized
denominations and of like tenor and aggregate principal amount, upon surrender
of the Securities to be exchanged at such office or agency, and upon payment,
if the Company shall so require, of the charges hereinafter provided. Whenever
any Securities are so surrendered for exchange, the Company shall execute, and
the Trustee shall authenticate and deliver, the Securities that the Holder making
the exchange is entitled to receive.


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


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


     Unless
otherwise provided as contemplated by Section 3.1, no service
charge shall be made for any registration of transfer or exchange of
Securities, but the Company may require payment of a sum sufficient to cover
any tax or other governmental charge that may be imposed in connection with any
registration of transfer or exchange of Securities, other than exchanges
pursuant to Section 3.4, 9.6 or 11.7 not involving
any transfer.


     Unless
otherwise provided as contemplated by Section 3.1, if the
Securities of any series (or of any series and specified tenor) are to be
redeemed in whole or in part, the Company shall not be required (A) to
issue, register the transfer of or exchange any Securities of that series (or
of that series and specified tenor, as the case may be) during a period
beginning at the opening of business 15 days before the day of the mailing
of a notice of redemption of any such Securities selected for redemption under Section 11.3
and ending at the close of business on the day of such mailing, or (B) to
register the transfer of or exchange any Security so selected for redemption in
whole or in part, except the unredeemed portion of any Security being redeemed
in part.


     Unless
otherwise provided as contemplated by Section 3.1, the Company
shall not be required to register the transfer or exchange of Securities
between a Record Date and the next succeeding Interest Payment Date.


     Section 3.6
Mutilated, Destroyed, Lost and Stolen Securities.


     If
any mutilated Security is surrendered to the Trustee, the Company shall execute
and deliver a Company Order requesting the Trustee to authenticate and deliver,
and the Trustee shall authenticate and deliver, in exchange therefor a new
Security of the same series and of like tenor and principal amount and bearing
a number not contemporaneously outstanding. If there shall be delivered to the
Company and the Trustee (i) evidence to their satisfaction of the
destruction, loss or theft of any Security and (ii) such security or
indemnity as may be required by them to save each of them and any agent of
either of them harmless, then, in the absence of notice to the Company or the
Trustee that such Security has been acquired by a bona fide purchaser, the
Company shall execute and upon the Company’s request the Trustee shall
authenticate and deliver, in lieu of any such destroyed, lost or stolen
Security, a new Security of the same series and of like tenor and principal
amount and bearing a number not contemporaneously outstanding.



 22
 









     Notwithstanding
the preceding paragraph, in case any such mutilated, destroyed, lost or stolen
Security 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.


     Upon
the issuance of any new Security under this Section 3.6, the
Company may require the payment of a sum sufficient to cover any tax or other
governmental charge that may be imposed in relation thereto and any other
expenses (including the fees and expenses of the Trustee) connected therewith.


     Every
new Security of any series issued pursuant to this Section 3.6 in
lieu of any destroyed, lost or stolen Security shall constitute an original
additional contractual obligation of the Company, whether or not the destroyed,
lost or stolen Security shall be at any time enforceable by anyone, and shall
be entitled to all the benefits of this Indenture equally and proportionately
with any and all other Securities of that series duly issued hereunder.


     The
provisions of this Section 3.6 are exclusive and shall preclude (to
the extent lawful) all other rights and remedies with respect to the
replacement or payment of mutilated, destroyed, lost or stolen Securities.


     Section 3.7
Payment of Interest; Interest Rights Preserved.


     Except
as otherwise provided as contemplated by Section 3.1 with respect
to any series of Securities, interest on any Security which is payable, and is
punctually paid or duly provided for, on any Interest Payment Date shall be
paid to the Person in whose name that Security (or one or more Predecessor
Securities) is registered at the close of business on the Regular Record Date
for such interest at the office or agency maintained for such purpose pursuant
to Section 9.2; provided, however, that at the option of the Company,
interest on any series of Registered Securities that bear interest may be paid
(i) by check mailed to the address of the Person entitled thereto as it
shall appear on the Security Register of such series (unless, with respect to a
Global Security, the rules of the Depositary require payment of such amount by
wire transfer) or (ii) by wire transfer to an account maintained by the
Person entitled thereto as specified in the Security Register of such series.


     Unless
otherwise provided as contemplated by Section 3.1, any interest on
any Security of any series which is payable, but is not punctually paid or duly
provided for, on any Interest Payment Date (herein called “Defaulted
Interest”) shall forthwith cease to be payable to the Holder on the
relevant Regular Record Date by virtue of having been such Holder, and such
Defaulted Interest may be paid by the Company, at its election in each case, as
provided in clause (1) or (2) below:


          (1) The
Company may elect to make payment of any Defaulted Interest to the Persons in
whose names the Securities of such series (or their respective Predecessor
Securities) are registered at the close of business on a Special Record Date
for the payment of such Defaulted Interest, which shall be fixed in the
following manner. The Company shall notify the Trustee in writing of the amount
of Defaulted Interest proposed to be paid on each Security of such series and
the date of the proposed payment, and at the same time the Company shall
deposit with the Trustee an amount of money equal to the aggregate amount
proposed to be paid in respect of such Defaulted Interest or shall make
arrangements satisfactory to the Trustee for such deposit prior to the date of
the proposed payment, such money when deposited to be held in trust for the
benefit of the Persons entitled to such Defaulted Interest as in this clause
provided. Thereupon the Trustee shall fix a Special Record Date for the payment
of such Defaulted Interest, which shall be not more than 15 days and not
less than 10 days prior to the date of the proposed payment and not less
than 10 days after the receipt by the Trustee of the notice of the
proposed payment. The Trustee shall promptly notify the Company of such Special
Record Date and, in the name and at the expense of the Company, shall cause
notice of the proposed payment of such Defaulted Interest and the Special
Record Date therefor to be given to each Holder of Securities of such series in
the manner set forth in Section 1.7, 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 in The Borough of Manhattan, 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 so
mailed, such Defaulted Interest shall be paid to the Persons in whose names the
Securities of such series (or their respective Predecessor Securities) are
registered at the close of business on such Special Record Date and shall no
longer be payable pursuant to the following clause (2).


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



 23
 









     Subject
to the foregoing provisions of this Section 3.7, each Security
delivered under this Indenture upon registration of transfer of or in exchange
for or in lieu of any other Security shall carry the rights to interest accrued
and unpaid, and to accrue, which were carried by such other Security.


     Section 3.8
Persons Deemed Owners.


     Prior
to due presentment of a Security for registration of transfer, the Company, the
Trustee and any agent of the Company or the Trustee may treat the Person in
whose name such Security is registered as the owner of such Security for the
purpose of receiving payment of principal of and any premium and (subject to Section 3.7)
any interest and any Additional Amounts or other payments on such Security and
for all other purposes whatsoever, whether or not such 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.


     Except
as otherwise specified as contemplated by Section 3.1, none of the
Company, the Trustee or any agent of the Company or the Trustee shall 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, with
respect to any Global Security, nothing herein shall prevent the Company or the
Trustee, or any agent of the Company or the Trustee, from giving effect to any
written certification, proxy or other authorization furnished by any Depositary
(or its nominee), as a Holder, with respect to such Global Security or impair,
as between such Depositary and owners of beneficial interests in such Global
Security, the operation of customary practices governing the exercise of the
rights of such Depositary (or its nominee) as Holder of such Global Security.


     Section 3.9
Cancellation.


     The
Company may at any time deliver to the Trustee for cancellation any Securities
previously authenticated and delivered hereunder which the Company may have
acquired in any manner whatsoever, and may deliver to the Trustee (or to any
other Person for delivery to the Trustee) for cancellation any Securities
previously authenticated hereunder which the Company has not issued and sold,
and all Securities so delivered shall be promptly canceled by the Trustee. The
Security Registrar and the Paying Agent shall forward to the Trustee any
Securities surrendered to them for registration of transfer, exchange or
payment, and all Securities so delivered shall be promptly canceled by the
Trustee. No Securities shall be authenticated in lieu of or in exchange for any
Securities canceled as provided in this Section, except as expressly permitted
by this Indenture or as otherwise specified as contemplated by Section 3.1.
On request of the Company at the time of surrender, the Trustee shall deliver
to the Company canceled Securities held by the Trustee. In the absence of such
request, all canceled Securities held by the Trustee shall be disposed of in
accordance with the Trustee’s customary procedures.


     Section 3.10
Computation of Interest.


     Except
as otherwise specified as contemplated by Section 3.1 for
Securities of any series, interest on the Securities of each series shall be
computed on the basis of a 360-day year of twelve 30-day months.


ARTICLE 4


SATISFACTION AND DISCHARGE


     Section 4.1
Satisfaction and Discharge of Indenture.


     This
Indenture shall upon Company Request cease to be of further effect with respect
to Securities of or within any series (except as to any surviving rights of
registration of transfer or exchange of such Securities and replacement of such
Securities which may have been lost, stolen or mutilated as herein expressly
provided for), and the Trustee, at the expense of the Company, shall execute
proper instruments acknowledging satisfaction and discharge of this Indenture
with respect to such Securities, when



 24
 









          (1) either


               (A) all
such Securities theretofore authenticated and delivered (other than
(i) Securities which have been destroyed, lost or stolen and which have
been replaced or paid as provided in Section 3.6 and
(ii) Securities for whose payment money has theretofore been deposited in
trust or segregated and held in trust by the Trustee or the Company and
thereafter repaid to the Company or discharged from such trust, as provided in Section 10.3)
have been delivered to the Trustee for cancellation; or


               (B) all
such Securities 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) 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 clause
(i), (ii) or (iii) above, has deposited or caused to be
deposited with the Trustee as trust funds in trust for the purpose money in an
amount sufficient to pay and discharge the entire indebtedness on such
Securities not theretofore delivered to the Trustee for cancellation, for
principal and any premium and interest and any Additional Amounts to the date
of such deposit (in the case of Securities which have become due and payable)
or to the Stated Maturity or Redemption Date, as the case may be;


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


          (3) the
Company has complied with any other conditions specified pursuant to Section
3.1 to be applicable to the Outstanding Securities of such series; and


          (4) 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
Securities have been complied with.


     If
any Outstanding Securities of such series are to be redeemed prior to their
Stated Maturity, whether pursuant to any optional redemption provisions or in
accordance with any mandatory sinking fund requirement, the trust agreement
evidencing the trust referred to in subclause (B) of clause (1)
of this Section 4.1 shall provide therefore and the Company shall
make such arrangements as are satisfactory to the Trustee for the giving of
notice of redemption by the Trustee in the name, and at the expense, of the
Company.


     Notwithstanding
the satisfaction and discharge of this Indenture, the obligations of the
Company to the Trustee under Section 6.7, the obligations of the
Trustee to any Authenticating Agent under Section 6.14 and, if
money shall have been deposited with the Trustee pursuant to subclause (B)
of clause (1) of this Section 4.1, the obligations of the
Trustee under Section 4.2 and the last paragraph of Section 10.3
shall survive.


     Section 4.2
Application of Trust Money.


     Subject
to the provisions of the last paragraph of Section 10.3, all money
deposited with the Trustee pursuant to Section 4.1 shall be held in
trust and applied by it, in accordance with the provisions of the Securities
and this Indenture, to the payment, either directly or through any Paying Agent
(including the Company acting as its own Paying Agent) as the Trustee may
determine, to the Persons entitled thereto, of the principal and any premium
and interest or Additional Amounts for whose payment such money has been
deposited with the Trustee.



 25















ARTICLE 5


REMEDIES 


     Section 5.1
Events of Default.


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


          (1) default
in the payment of any interest on, or any Additional Amounts with respect to,
any Security of that series when it becomes due and payable, and continuance of
such default for a period of 30 days (unless the entire amount of such
payment is deposited by the Company with the Trustee or with a Paying Agent
prior to the expiration of such period of 30 days); or


          (2) default
in the payment of the principal of or any premium on any Security of that
series at its Maturity, and continuance of such default for a period of 30 days
(unless the entire amount of such payment is deposited by the Company with the
Trustee or with a Paying Agent prior to the expiration of such period of 30
days); or


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


          (4) default
in the performance, or breach, of any covenant or warranty of the Company in
this Indenture (other than a covenant or warranty a default in whose
performance or whose breach is elsewhere in this Section 5.1
specifically dealt with or which has expressly been included in this Indenture
solely for the benefit of series of Securities other than that series), and
continuance of such default or breach for a period of 60 days after there
has been given, by registered or certified mail, to the Company by the Trustee
or to the Company and the Trustee by the Holders of at least 25% in principal
amount of the Outstanding Securities of that series a written notice specifying
such default or breach and requiring it to be remedied and stating that such
notice is a “Notice of Default” hereunder; or


          (5) the
entry by a court having jurisdiction in the premises of (A) a decree or
order for relief in respect of the Company in an involuntary case or proceeding
under any applicable federal or state bankruptcy, insolvency, reorganization or
other similar law or (B) a decree or order adjudging the Company a bankrupt
or insolvent, or approving as properly filed a petition seeking reorganization,
arrangement, adjustment or composition of or in respect of the Company under
any applicable federal or state law, or appointing a custodian, receiver,
liquidator, assignee, trustee, sequestrator or other similar official of the
Company or of any substantial part of its property, or ordering the winding up
or liquidation of its affairs, and the continuance of any such decree or order
for relief or any such other decree or order unstayed and in effect for a
period of 60 consecutive days; or


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


          (7) any
other Event of Default provided with respect to Securities of that series in
the Board Resolution, supplemental indenture or Officers’ Certificate
establishing that series.


     Notwithstanding
the foregoing provisions of this Section 5.1, if the principal of, premium
(if any) or any interest on, or any Additional Amounts with respect to, any
Security is payable in a currency or currencies (including a composite
currency) other than Dollars and such currency or currencies are not available
to the Company for making payment thereof due to the imposition of exchange
controls or other circumstances beyond the control of the Company (a “Conversion
Event”), the Company will be entitled to satisfy its obligations to Holders
of the Securities by making such payment in Dollars in an amount equal to the
Dollar equivalent of the amount payable in such other currency, as determined
by the Company by reference to the Exchange Rate, as such Exchange Rate is
certified for customs purposes by the Federal Reserve Bank of New York on the
date of such payment, or, if such rate is not then available, on the basis of
the most recently available Exchange Rate. Notwithstanding the foregoing
provisions of this Section 5.1, any payment made under such
circumstances in Dollars where the required payment is in a currency other than
Dollars will not constitute an Event of Default under this Indenture.



 26
 









     Promptly
after the occurrence of a Conversion Event with respect to the Securities of
any series, the Company shall give written notice thereof to the Trustee; and
the Trustee, promptly after receipt of such notice, shall give notice thereof
in the manner provided in Section 1.7 to the Holders of such series.
Promptly after the making of any payment in Dollars as a result of a Conversion
Event with respect to the Securities of any series, the Company shall give
notice in the manner provided in Section 1.7 to the Holders of such
series, setting forth the applicable Exchange Rate and describing the
calculation of such payments.


     Section 5.2
Acceleration of Maturity; Rescission and Annulment.


     Unless
the Board Resolution, supplemental indenture or Officers’ Certificate
establishing such series provides otherwise, if an Event of Default with
respect to Securities of any series at the time Outstanding occurs and is
continuing, then in every such case the Trustee or the Holders of not less than
25% in principal amount of the Outstanding Securities of that series may
declare the principal amount of all the Securities of that series (or, if any
Securities of that series are Original Issue Discount Securities, such portion
of the principal amount of such Securities as may be specified by the terms
thereof) and premium, if any, together with accrued and unpaid interest, if
any, thereon, and Additional Amounts, if any, with respect thereto, 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
amount (or specified amount) and premium, if any, together with accrued and
unpaid interest, if any, thereon, and Additional Amounts, if any, with respect
thereto, shall become immediately due and payable.


     At
any time after such a declaration of acceleration with respect to Securities of
any series has been made and before a judgment or decree for payment of the
money due has been obtained by the Trustee as hereinafter in this Article 5
provided, the Holders of a majority in principal amount of the Outstanding
Securities of that series, by written notice to the Company and the Trustee,
may rescind and annul such declaration and its consequences if


          (1) the
Company has paid or deposited with the Trustee a sum sufficient to pay


               (A) all
overdue interest on, and any Additional Amounts with respect to, all Securities
of that series (or of all series, as the case may be),


               (B) the
principal of or premium (if any) on any Securities of that series (or of all
series, as the case may be) which have become due otherwise than by such
declaration of acceleration and interest thereon at the rate or rates
prescribed therefor in such Securities (in the case of Original Issue Discount
Securities, the Securities’ Yield to Maturity),


               (C) to
the extent that payment of such interest is lawful, interest upon overdue
interest and any Additional Amounts at the rate or rates prescribed therefor in
such Securities (in the case of Original Issue Discount Securities, the
Securities’ Yield to Maturity), and


               (D) all
sums paid or advanced by the Trustee hereunder, the compensation, expenses,
disbursements and advances due to Trustee under Section 6.7, and
all other amounts due under Section 6.7;


          (2) all
Events of Default with respect to Securities of that series (or of all series,
as the case may be), other than the nonpayment of the principal of Securities
of that series (or of all series, as the case may be) which have become due
solely by such declaration of acceleration, have been cured or waived as provided
in Section 5.13; and


          (3) the
rescission would not conflict with any final judgment or decree of a court of
competent jurisdiction.


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


     Section 5.3
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 with
respect to, any Security of any series when such interest or Additional Amounts
shall become due and payable and such default continues for a period of
30 days, or


          (2) default
is made in the payment of the principal of (or premium, if any, on) any
Security at the Maturity thereof, the Company will, upon demand of the Trustee,
pay to it, for the benefit of the Holders of such Securities, the whole amount
then due and payable on such Securities for principal and any premium and
interest on, and Additional Amounts with respect to, and, to the extent that
payment of such interest shall be legally enforceable, interest on any overdue
principal and premium and on any overdue



 27
 









interest
or Additional Amounts, at the rate or rates prescribed therefor in such
Securities (or in the case of Original Issue Discount Securities, the
Securities’ Yield to Maturity), and, in addition thereto, such further amount
as shall be sufficient to cover the costs and expenses of collection, including
the reasonable compensation, expenses, disbursements and advances of the Trustee,
its agents and counsel, and all other amounts due the Trustee under Section 6.7.


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


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


     Section 5.4
Trustee May File Proofs of Claim.


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


          (1) to
file and prove a claim for the whole amount of principal (or lesser amount in
the case of Original Issue Discount Securities) (and premium, if any) and
interest and any Additional Amounts owing and unpaid in respect of the
Securities and to file such other papers or documents as may be necessary or
advisable to have the claims of the Trustee (including any claim for the
reasonable compensation, expenses, disbursements and advances of the Trustee,
its agents and counsel) and of the Holders allowed in such judicial proceeding,
and


          (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 to make such payments
to the Trustee and, in the event that the Trustee shall consent to the making of
such payments directly to the Holders, to pay to the Trustee any amount due it
for the reasonable compensation, expenses, disbursements and advances of the
Trustee, its agents and counsel, and any other amounts due the Trustee under Section 6.7.


     No
provision of this Indenture shall be deemed to authorize the Trustee to
authorize or consent to or accept or adopt on behalf of any Holder any plan of
reorganization, arrangement, adjustment or composition affecting the Securities
or the rights of any Holder thereof or to authorize the Trustee to vote in
respect of the claim of any Holder in any such proceeding; provided, however,
that the Trustee may, on behalf of the Holders, vote for the election of a
trustee in bankruptcy or similar official and be a member of a creditors’ or
other similar committee.


     Section 5.5
Trustee May Enforce Claims Without Possession of Securities.


     All
rights of action and claims under this Indenture or the Securities may be
prosecuted and enforced by the Trustee without the possession of any of the
Securities or the production thereof in any proceeding relating thereto, and
any such proceeding may be instituted by the Trustee in its own name as trustee
of an express trust.


     Section 5.6
Application of Money Collected.


     Subject
to the subordination provisions applicable to any series of Securities, any
money collected by the Trustee pursuant to this Article shall be applied and
paid in the following order, at the date or dates fixed by the Trustee and, in
case of the distribution of such money on account of principal or any premium
or interest on, or any Additional Amounts with respect to, the Securities, upon
presentation of the Securities and the notation thereon of the payment if only
partially paid and upon surrender thereof if fully paid:



 28
 









     FIRST:
To the payment of all amounts due the Trustee under Section 6.7 in
connection with such series of Securities in respect of which money or other
property is collected;


     SECOND:
Subject to the terms of any subordination entered into as contemplated by Section 3.1,
to the payment of the amounts then due and unpaid for principal of and any
premium, if any, and interest on, and any Additional Amounts with respect to,
the Securities in respect of which or for the benefit of which such money has
been collected, ratably, without preference or priority of any kind, according
to the amounts due and payable on such Securities for principal and any
premium, if any, interest on and Additional Amounts, respectively; and


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


     To
the fullest extent allowed under applicable law, if for the purpose of
obtaining judgment against the Company in any court it is necessary to convert
the sum due in respect of the principal of, premium (if any) or interest on, or
any Additional Amounts with respect to, the Securities of any series (the “Required
Currency”) into a currency in which a judgment will be rendered (the “Judgment
Currency”), the rate of exchange used shall be the rate at which in
accordance with normal banking procedures the Trustee could purchase in The
City of New York the Required Currency with the Judgment Currency on the
Business Day in The City of New York next preceding that on which final
judgment is given. Neither the Company nor the Trustee shall be liable for any
shortfall nor shall any of them benefit from any windfall in payments to
Holders of Securities under this Section 5.6 caused by a change in
exchange rates between the time the amount of a judgment against it is
calculated as above and the time the Trustee converts the Judgment Currency
into the Required Currency to make payments under this Section 5.6
to Holders of Securities, but payment of such judgment shall discharge all
amounts owed by the Company on the claim or claims underlying such judgment.


     Section 5.7
Limitation on Suits.


     Subject
to Section 5.8, no Holder of any Security of any series shall have
any right to institute any proceeding, judicial or otherwise, with respect to
this Indenture, or for the appointment of a receiver or trustee, or for any
other remedy hereunder, unless


          (1) an
Event of Default with respect to such series of Securities shall have occurred
and be continuing and such Holder has previously given written notice to the
Trustee of such continuing Event of Default;


          (2) the
Holders of not less than 25% in principal amount of the Outstanding Securities
of that series shall have made written request to the Trustee to institute
proceedings in respect of such Event of Default in its own name as Trustee
hereunder;


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


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


          (5) no
direction inconsistent with such written request has been given to the Trustee
during such 60-day period by the Holders of a majority in principal amount of
the Outstanding Securities of that series (or of all series, as the case may
be).


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


     Section 5.8
Right of Holders to Receive Principal, Premium and Interest.


     Notwithstanding
any other provision in this Indenture, the right of any Holder of any Security
to receive payment of the principal of and any premium and (subject to Section 3.7)
interest on, or any Additional Amounts with respect to, such Security on the
Stated Maturity or Stated Maturities expressed in such Security (or, in the
case of redemption, on the Redemption Date) and to institute suit for the
enforcement of any such payment after the respective due dates, shall not be
impaired without the consent of such Holder.



 29
 









     Section 5.9
Restoration of Rights and Remedies.


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


     Section 5.10
Rights and Remedies Cumulative.


     Except
as otherwise provided in Section 5.7 or with respect to the
replacement or payment of mutilated, destroyed, lost or stolen Securities in
the last paragraph of Section 3.6, no right or remedy herein conferred
upon or reserved to the Trustee or to the Holders is intended to be exclusive
of any other right or remedy, and every right and remedy shall, to the extent
permitted by law, be cumulative and in addition to every other right and remedy
given hereunder or now or hereafter existing at law or in equity or otherwise.
The assertion or employment of any right or remedy hereunder, or otherwise, shall
not prevent the concurrent assertion or employment of any other appropriate
right or remedy.


     Section 5.11
Delay or Omission Not Waiver.


     No
delay or omission of the Trustee or of any Holder of any Securities to exercise
any right or remedy accruing upon any Event of Default shall impair any such
right or remedy or constitute a waiver of any such Event of Default or an
acquiescence therein. Every right and remedy given by this Article 5
or by law to the Trustee or to the Holders may be exercised from time to time,
and as often as may be deemed expedient, by the Trustee or by the Holders, as
the case may be.


     Section 5.12
Control by Holders.


     With
respect to Securities of any series, the Holders of a majority in principal
amount of the Outstanding Securities of such series shall have the right to
direct the time, method and place of conducting any proceeding for any remedy
available to the Trustee, or exercising any trust or power conferred on the
Trustee, relating to or arising under an Event of Default described in clause
(1), (2), (3), (4) or (7) of Section 5.1,
and with respect to all Securities the Holders of a majority in principal
amount of all Outstanding Securities shall have the right to direct the time,
method and place of conducting any remedy available to the Trustee, or
exercising any trust or power conferred on the Trustee, relating to or arising
under an Event of Default described in clause (5) or (6) of Section
5.1, provided that in each such case.


          (1) the
Trustee shall have the right to decline to follow any such direction if the
Trustee, being advised by counsel, determines that the action so directed may
not lawfully be taken or would conflict with this Indenture or if the Trustee
in good faith shall, by a Responsible Officer, determine that the proceedings
so directed would involve it in personal liability or be unjustly prejudicial
to the Holders not taking part in such direction, and


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


     Section 5.13
Waiver of Past Defaults.


     Subject
to Section 5.8 and Section 9.2, the Holders of not less
than a majority in aggregate principal amount of the Outstanding Securities of
any series may on behalf of the Holders of all the Securities of such series
waive any past default or Event of Default described in clause (1), (2),
(3), (4) or (7) of Section 5.1 hereunder with
respect to such series and its consequences, and the Holders of a majority in
principal amount of all Outstanding Securities may on behalf of the Holders of
all Securities waive any Event of Default described in clause (5) or (6)
of Section 5.1 hereunder and its consequences, except a default


          (1) in
the payment of the principal of or any premium or interest on, or any
Additional Amounts with respect to, any Security as and when the same shall
become due and payable by the terms thereof, otherwise than by acceleration
(unless such default has been cured as provided herein), or


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



 30
 









     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 5.14
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 in any suit for the
enforcement of any right or remedy under this Indenture, or in any suit against
the Trustee for any action taken, suffered or omitted by it as Trustee, a court
may require any party litigant in such suit to file an undertaking to pay the
costs of such suit, and may assess costs against any such party litigant, in
the manner and to the extent provided in the Trust Indenture Act; provided that
the provisions of this Section 5.14 shall not apply to any suit
instituted by the Company, to any suit instituted by the Trustee, to any suit
instituted by any Holder, or group of Holders, holding in the aggregate more
than 10% in principal amount of the outstanding Securities of any series, or to
any suit instituted by any Holder for the enforcement of the payment of the
principal of or interest on any Security on or after the Stated Maturity or
Stated Maturities expressed in such Security (or, in the case of redemption, on
the redemption date).


ARTICLE 6


THE TRUSTEE


     Section 6.1
Certain Duties and Responsibilities.


          (1) If
an Event of Default has occurred and is continuing, the Trustee shall exercise
the rights and powers vested in it by this Indenture and use the same degree of
care and skill in their exercise as a prudent individual would exercise or use
under the circumstances in the conduct of his or her own affairs.


          (2) Except
during the continuance of an Event of Default:


               (A) The
Trustee need perform only those duties that are specifically set forth in this
Indenture and no others, and no implied covenants or obligations shall be read
into this Indenture against the Trustee.


               (B) In
the absence of bad faith on its part, the Trustee may conclusively rely, as to
the truth of the statements and the correctness of the opinions expressed
therein, upon Officers’ Certificates or Opinions of Counsel furnished to the
Trustee and conforming to the requirements of this Indenture; however, in the
case of any such Officers’ Certificates or Opinions of Counsel which by any
provisions hereof are specifically required to be furnished to the Trustee, the
Trustee shall examine such Officers’ Certificates and Opinions of Counsel to
determine whether or not they conform to the requirements of this Indenture
(but need not confirm or investigate the accuracy of any mathematical
calculations or other facts stated therein).


          (3) The
Trustee may not be relieved from liability for its own negligent action, its
own negligent failure to act or its own willful misconduct or bad faith, except
that:


               (A) This
paragraph does not limit the effect of clause (2) of this Section 6.1.


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


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


          (4) Every
provision of this Indenture that in any way relates to the Trustee is subject
to clauses (1), (2) and (3) of this Section 6.1.



 31
 









          (5) The
Trustee may refuse to perform any duty or to exercise any of the rights or powers
vested in it by this Indenture at the request or direction of any of Holder or
Holders pursuant to this Indenture, unless such Holder or Holders shall have
offered and, if requested, provided to the Trustee reasonable security or
indemnity against the costs, expenses and liabilities which might be incurred
by it in compliance with such request or direction.


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


          (7) The
Paying Agent, the Security Registrar and any Authenticating Agent shall be
entitled to the protections, immunities and standard of care as are set forth
in clauses (1), (2) and (3) of this Section 6.1
with respect to the Trustee.


     Section 6.2
Notice of Defaults.


     If
a default occurs hereunder and is continuing with respect to Securities of any
series and it is known to a Responsible Officer of the Trustee, the Trustee
shall give the Holders of Securities of such series notice of such default as
and to the extent provided by the Trust Indenture Act; provided, however, that
except in the case of a default in the payment of principal of (or premium, if
any) or interest on, or any Additional Amounts with respect to, any Securities
of such series or in the payment of any sinking fund installment, the Trustee
shall be protected in withholding such notice if and so long as the board of
trustees, 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 interests of the holders of Securities of
such series.


     Section 6.3
Certain Rights of Trustee.


     Subject
to the provisions of Section 6.1:


          (1) in
the absence of bad faith on the part of the Trustee, 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, other evidence of
indebtedness or other paper or document believed by it to be genuine and to
have been signed or presented by the proper party or parties;


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


          (3) any
request or direction of the Company mentioned herein shall be sufficiently
evidenced by a Company Request or Company Order (unless other evidence is
specifically required herein), and any resolution of the Board of Directors
shall be sufficiently evidenced by a Board Resolution;


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


          (5) 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;


          (6) 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.


          (7) the
Trustee shall not be charged with knowledge of any default or Event of Default
with respect to the Securities of any series for which it is acting as Trustee
unless either (1) a Responsible Officer shall have actual knowledge of
such default or Event of Default or (2) written notice of such default or
Event of Default shall have been given to the Trustee by the Company or any
other obligor on such Securities or by any Holder of such Securities; and



 32
 









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


     Section 6.4
Not Responsible for Recitals or Issuance of Securities.


     The
recitals contained herein and in the Securities, except the Trustee’s
certificates of authentication, shall be taken as the statements of the
Company, and neither the Trustee nor any Security Registrar, Paying Agent or
Authenticating Agent assumes any responsibility for their correctness. The
Trustee makes no representations as to the validity or sufficiency of this
Indenture or of the Securities. Neither the Trustee nor any Security Registrar,
Paying Agent or Authenticating Agent shall be accountable for the use or
application by the Company of Securities or the proceeds thereof.


     Section 6.5
May Hold Securities and Act as Trustee under Other Indentures.


     The
Trustee, any Authenticating Agent, any Paying Agent, any Security Registrar or
any other agent of the Company, in its individual or any other capacity, may
become the owner or pledgee of Securities and, subject to Sections 6.8
and 6.13, may otherwise deal with the Company with the same rights it
would have if it were not Trustee, Authenticating Agent, Paying Agent, Security
Registrar or such other agent.


     Subject
to the limitations imposed by the Trust Indenture Act, nothing in this
Indenture shall prohibit the Trustee from becoming and acting as trustee under
other indentures under which other securities, or certificates of interest of
participation in other securities, of the Company are outstanding in the same
manner as if it were not Trustee hereunder.


     Section 6.6
Money Held in Trust.


     Subject
to the provisions of Sections 10.3 and 13.5, all moneys
received by the Trustee shall, until used or applied, as provided herein, be
held in trust for the purposes for which they were received. Money held by the
Trustee in trust hereunder need not be segregated from other funds except to
the extent required by law. The Trustee shall be under no liability for
interest on any money received by it hereunder except as otherwise agreed in
writing with the Company. So long as no Event of Default shall have occurred
and be continuing, all interest allowed on any such moneys shall be paid by the
Company from time to time upon a Company Order.


     Section 6.7
Compensation and Reimbursement.


     The
Company shall pay to the Trustee from time to time such reasonable compensation
for its services as the Company and the Trustee may agree in writing from time
to time. The Trustee’s compensation shall not be limited by any law on
compensation of a trustee of an express trust. The Company shall reimburse the
Trustee upon request for all reasonable out-of-pocket expenses, disbursements
and advances incurred by it in connection with the performance of its duties
under this Indenture, except any such expense, disbursement or advance as may
be attributable to its negligence, willful misconduct or bad faith. Such expenses
shall include the reasonable compensation and expenses of the Trustee’s agents
and counsel.


     The
Company shall indemnify the Trustee for, and hold it harmless against, any and
all loss, liability, damage, claim or expense (including attorneys’ fees and
expenses, and including taxes other than taxes based upon, measured by or
determined by the income of the Trustee), including without limitation the
costs and expenses of defending itself against any third-party claim (whether
asserted by any Holder or any other Person (other than the Company to the
extent of any claim brought by it against the Trustee that establishes a breach
by the Trustee in the observance or performance of its duties under this
Indenture)), incurred by it without negligence, willful misconduct or bad faith
arising out of or in connection with its acceptance or administration of the
trust or trusts hereunder, including the performance of its duties or the
exercise of its powers hereunder. With respect to any such claim other than a claim
brought by the Company, (i) the Trustee shall notify the Company promptly of
any claim for which it may seek indemnity, (ii) the Company may at its option
defend the claim, in which event the Trustee shall cooperate in the defense and
the Trustee may have one separate counsel and the Company shall pay the
reasonable fees and expenses of such counsel and (iii) the Company need
not pay for any settlement made without its consent, which consent shall not be
unreasonably withheld. This indemnification shall apply to officers, directors,
employees, shareholders and agents of the Trustee.



 33
 









     To
secure the Company’s payment obligations in this Section 6.7, the
Trustee shall have a lien prior to the Securities of any series on all money or
property held or collected by the Trustee, except that held in trust to pay
principal of and interest on, or any Additional Amounts with respect to,
particular Securities of that series.


     When
the Trustee incurs expenses or renders services after an Event of Default specified
in Section 5.1(5) or (6) occurs, the expenses and the
compensation for the services are intended to constitute expenses of
administration under any Bankruptcy Law.


     The
provisions of this Section 6.7 and any lien arising hereunder shall
survive the resignation or removal of the Trustee or the discharge of the
Company’s obligations under this Indenture and the termination of this
Indenture.


     Section 6.8
Conflicting Interests.


     If
the Trustee has or shall acquire a conflicting interest within the meaning of
the Trust Indenture Act, the Trustee shall either eliminate such conflicting
interest or resign, to the extent and in the manner and with the effect
provided by, and subject to the provisions of, the Trust Indenture Act and this
Indenture. To the extent permitted by the Trust Indenture Act, the Trustee
shall not be deemed to have a conflicting interest by virtue of being a trustee
under this Indenture with respect to Securities of more than one series or any
other indenture.


     Section 6.9
Eligibility; Disqualification.


     There
shall at all times be one (and only one) Trustee hereunder with respect to the
Securities of each series (which need not be the same Trustee for all series).
A Trustee may be Trustee hereunder for Securities of one or more series. Each
Trustee shall be a Person that is eligible pursuant to the Trust Indenture Act
to act as such and has (or if the Trustee is a member of a bank holding company
system, its bank holding company has) a combined capital and surplus of at
least $50,000,000 and subject to supervision or examination by federal or state
(or the District of Columbia) authority. If any such Person or bank holding
company publishes reports of condition at least annually, pursuant to law or to
the requirements of its supervising or examining authority, then for the
purposes of this Section 6.9 and to the extent permitted by the
Trust Indenture Act, the combined capital and surplus of such Person or bank
holding company shall be deemed to be its combined capital and surplus as set
forth in its most recent report of condition so published. If at any time the
Trustee with respect to the Securities of any series shall cease to be eligible
in accordance with the provisions of this Section 6.9, it shall
resign immediately in the manner and with the effect hereinafter specified in
this Article 6.


     The
Indenture shall always have a Trustee who satisfies the requirements of Sections
310(a)(1), 310(a)(2) and 310(a)(5) of the Trust Indenture
Act.


     Section 6.10
Resignation and Removal; Appointment of Successor.


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


Section 6.11.


     The
Trustee may resign at any time with respect to the Securities of one or more
series by giving written notice thereof to the Company. If the instrument of
acceptance by a successor Trustee required by Section 6.11 shall
not have been delivered to the Trustee within 30 days after the giving of such
notice of resignation, the resigning Trustee may petition at the expense of the
Company any court of competent jurisdiction for the appointment of a successor
Trustee with respect to the Securities of such series.


     The
Trustee may be removed at any time with respect to the Securities of any series
by Act of the Holders of a majority in principal amount of the Outstanding
Securities of such series, delivered to the Trustee and to the Company. If the
instrument of acceptance by a successor Trustee required by Section 6.11
shall not have been delivered to the removed Trustee within 30 days after
the receipt of such notice of removal, the removed Trustee may petition at the
expense of the Company any court of competent jurisdiction for the appointment
of a successor Trustee with respect to the Securities of such series.


     If
at any time:


          (1) the
Trustee shall fail to comply with Section 6.8 after written request
therefor by the Company or by any Holder who has been a bona fide Holder of a
Security for at least six months, or



 34
 









          (2) the
Trustee shall cease to be eligible under Section 6.9 and shall fail
to resign after written request therefor by the Company or by any such Holder,
or


          (3) the
Trustee shall become incapable of acting or shall be adjudged a bankrupt or
insolvent or a receiver of the Trustee or of its property shall be appointed or
any public officer shall take charge or control of the Trustee or of its
property or affairs for the purpose of rehabilitation, conservation or
liquidation, then, in any such case, (A) the Company by a Board Resolution
may remove the Trustee with respect to all Securities, or (B) subject to Section 5.14,
any Holder who has been a bona fide Holder of a Security for at least six
months may, on behalf of himself and all others similarly situated, petition
any court of competent jurisdiction for the removal of the Trustee with respect
to all Securities and the appointment of a successor Trustee or Trustees.


     If
the Trustee shall resign, be removed or become incapable of acting, or if a
vacancy shall occur in the office of Trustee for any cause, with respect to the
Securities of one or more series, the Company by a Board Resolution shall
promptly appoint a successor Trustee or Trustees with respect to the Securities
of that or those series (it being understood that any such successor Trustee
may be appointed with respect to the Securities of one or more or all of such
series and that at any time there shall be only one Trustee with respect to the
Securities of any particular series) and such successor Trustee or Trustees
shall comply with the applicable requirements of Section 6.11. If,
within one year after such resignation, removal or incapability, or the
occurrence of such vacancy, a successor Trustee with respect to the Securities
of any series shall be appointed by Act of the Holders of a majority in
principal amount of the Outstanding Securities of such series delivered to the
Company and the retiring Trustee, the successor Trustee so appointed shall,
forthwith upon its acceptance of such appointment in accordance with the
applicable requirements of Section 6.11, become the successor
Trustee with respect to the Securities of such series and to that extent
supersede the successor Trustee appointed by the Company. If no successor
Trustee with respect to the Securities of any series shall have been so
appointed by the Company or the Holders and accepted appointment in the manner
required by Section 6.11, the retiring Trustee may petition, or any
Holder who has been a bona fide Holder of a Security of such series for at
least six months may petition, on behalf of himself and all others similarly
situated, any court of competent jurisdiction for the appointment of a
successor Trustee with respect to the Securities of such series.


     The
Company shall give notice of each resignation and each removal of the Trustee
with respect to the Securities of any series and each appointment of a
successor Trustee with respect to the Securities of any series to all Holders
of Securities of such series in the manner provided in Section 1.7.
Each notice shall include the name of the successor Trustee with respect to the
Securities of such series and the address of its Corporate Trust Office.


     Section 6.11
Acceptance of Appointment by Successor.


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


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



 35
 









     Upon
request of any such successor Trustee, the Company shall execute any and all
instruments for more fully and certainly vesting in and confirming to such
successor Trustee all such rights, powers and trusts referred to in the first
or second preceding paragraph, as the case may be.


     No
successor Trustee shall accept its appointment unless at the time of such
acceptance such successor Trustee shall be qualified and eligible under this Article 6.


     Section 6.12
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 or acquiring all or substantially all the corporate trust
business of the Trustee (including the administration of the trust created by
this Indenture), shall be the successor of the Trustee hereunder, provided such
corporation shall be otherwise qualified and eligible under this Article,
without the execution or filing of any paper or any further act on the part of
any of the parties hereto. In case any Securities shall have been
authenticated, but not delivered, by the Trustee then in office, any successor
by merger, conversion or consolidation to, or by succession to or acquisition
of all or substantially all of the corporate trust business of, such successor
Trustee may adopt such authentication and deliver the Securities so
authenticated with the same effect as if such successor Trustee had itself
authenticated such Securities.


     Section 6.13
Preferential Collection of Claims Against Company.


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


     Section 6.14
Appointment of Authenticating Agent.


     The
Trustee may appoint an Authenticating Agent or Agents with respect to one or
more series of Securities which shall be authorized to act on behalf of the
Trustee to authenticate Securities of such series issued upon original issue
and upon exchange, registration of transfer or partial redemption thereof or
pursuant to Section 3.6, 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 other
specified as contemplated by Section 3.1, shall at all times be a
bank or trust company or corporation organized and doing business under the
laws of the United States of America, any State thereof or the District of
Columbia, authorized under such laws to act as Authenticating Agent, having (or
if the Authenticating Agent is a member of a bank holding company system, its
bank holding company has) a combined capital and surplus of not less than
$50,000,000 and subject to supervision or examination by Federal or State (or
the District of Columbia) authority. If such Authenticating Agent publishes
reports of condition at least annually, pursuant to law or to the requirements
of said supervising or examining authority, then for the purposes of this Section 6.14,
the combined capital and surplus of such Authenticating Agent shall be deemed
to be its combined capital and surplus as set forth in its most recent report
of condition so published. If at any time an Authenticating Agent shall cease
to be eligible in accordance with the provisions of this Section 6.14,
such Authenticating Agent shall resign immediately in the manner and with the
effect specified in this Section 6.14.


     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 or acquiring the corporate agency or
corporate trust business of an Authenticating Agent, shall continue to be an
Authenticating Agent, provided such corporation shall be otherwise eligible
under this Section 6.14, without the execution or filing of any paper or
any further act on the part of the Trustee or the Authenticating Agent.



 36
 









     An
Authenticating Agent for any series of Securities may resign at any time by
giving written notice thereof to the Trustee for such series and to the
Company. The Trustee for any series of Securities may at any time terminate the
agency of an Authenticating Agent by giving written notice thereof to such
Authenticating Agent and to the Company. Upon receiving such a notice of
resignation or upon such a termination, or in case at any time such
Authenticating Agent shall cease to be eligible in accordance with the
provisions of this Section, the Trustee for such series may appoint a successor
Authenticating Agent which shall be acceptable to the Company and shall give
notice of such appointment in the manner provided in Section 1.7 to
all Holders of Securities of the series with respect to which such
Authenticating Agent will serve. Any successor Authenticating Agent upon
acceptance of its appointment hereunder shall become vested with all the
rights, powers and duties of its predecessor hereunder, with like effect as if
originally named as an Authenticating Agent. No successor Authenticating Agent
shall be appointed unless eligible under the provisions of this Section 6.14.


     The
Trustee agrees to pay to each Authenticating Agent from time to time reasonable
compensation for its services under this Section 6.14, and the
Trustee shall be entitled to be reimbursed for such payments, subject to the
provisions of Section 6.7.


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


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


	
  

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  

  	
   

  	
  [TRUSTEE], as Trustee

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  As Authenticating Agent

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Authorized Officer

  
					



 


     Notwithstanding
any provision of this Section 6.14 to the contrary, if at any time
any Authenticating Agent appointed hereunder with respect to any series of
Securities shall not also be acting as the Security Registrar hereunder with
respect to any series of Securities, then, in addition to all other duties of
an Authenticating Agent hereunder, such Authenticating Agent shall also be
obligated: (i) to furnish to the Security Registrar promptly all
information necessary to enable the Security Registrar to maintain at all times
an accurate and current Security Register; and (ii) prior to
authenticating any Security denominated in a foreign currency, to ascertain
from the Company the units of such foreign currency that are required to be
determined by the Company pursuant to Section 3.2.


ARTICLE 7


HOLDERS’ LISTS AND REPORTS BY TRUSTEE AND COMPANY 


     Section 7.1
Company to Furnish Trustee Names and Addresses of Holders.


     The
Company will furnish or cause to be furnished to the Trustee


          (1) not
later than 15 days after the Regular Record Date for each respective
series of Securities, or if there is no Regular Record Date for such series of
Securities, semi-annually on January 1 and July 1, a list, in such form as
the Trustee may reasonably require, of the names and addresses of the Holders
of Securities of each series as of such date, as the case may be, 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 that no such list need be furnished by the Company to
the Trustee so long as the Trustee is acting as Security Registrar.



 37
 









     Section 7.2
Preservation of Information; Communications to Holders.


     The
Trustee shall preserve, in as current a form as is reasonably practicable, the
names and addresses of Holders contained in the most recent list furnished to
the Trustee as provided in Section 7.1 and the names and addresses
of Holders received by the Trustee in its capacity as Security Registrar. The
Trustee may destroy any list furnished to it as provided in Section 7.1
upon receipt of a new list so furnished.


     The
rights of Holders to communicate with other Holders with respect to their
rights under this Indenture or under the Securities, and the corresponding
rights and privileges of the Trustee, shall be as provided by the Trust
Indenture Act.


     Every
Holder of Securities, by receiving and holding the same, agrees with the
Company and the Trustee that neither the Company nor the Trustee nor any agent
of either of them shall be held accountable by reason of any disclosure of
information as to names and addresses of Holders made pursuant to the Trust
Indenture Act.


     Section 7.3
Reports by Trustee.


     The
Trustee shall transmit to Holders and any other required Persons such reports
concerning the Trustee and its actions under this Indenture as may be required
pursuant to the Trust Indenture Act at the times and in the manner provided
pursuant thereto.


     As
promptly as practicable after each January 1 beginning with the January 1
following the date of this Indenture, and in any event prior to March 1 in each
year, the Trustee shall mail to each Holder a brief report dated as of
December 31 of the prior year if and to the extent required by Section 313(a)
of the Trust Indenture Act. The Trustee shall also comply with Section 313(b)
of the Trust Indenture Act.


     A
copy of each such report shall, at the time of such transmission to Holders, be
filed by the Trustee with each stock exchange upon which any Securities are
listed, with the Commission and with the Company. The Company will notify the
Trustee when any Securities are listed on any stock exchange.


     Section 7.4
Reports by Company.


     The
Company shall file with the Trustee and the Commission, and transmit to Holders
and any other required Persons within 30 days after the filing with the
Trustee, such information, documents and other reports, and such summaries
thereof, as may be required pursuant to the Trust Indenture Act at the times
and in the manner provided pursuant to the Trust Indenture Act; provided that
any such information, documents or reports required to be filed with the
Commission pursuant to Section 13 or 15(d) of the Exchange Act
shall be filed with the Trustee within 30 days after the same is so
required to be filed with the Commission.


ARTICLE 8


CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE 


     Section 8.1
Company May Consolidate, etc., Only on Certain Terms.


     The
Company may not merge or consolidate with or into any other Person, in a
transaction in which it is not the surviving Person, or sell, convey, transfer,
lease or otherwise dispose of all or substantially all of its assets to any
Person, unless (i) the surviving or transferee Person is organized and
existing under the laws of the United States or a State thereof or the District
of Columbia and such Person expressly assumes by supplemental indenture all the
obligations of the Company under the Securities and under this Indenture,
(ii) immediately thereafter, giving effect to such merger or
consolidation, or such sale, conveyance, transfer or other disposition, no
default or Event of Default shall have occurred and be continuing and
(iii) the Company shall have delivered to the Trustee an Officers’
Certificate and an Opinion of Counsel each stating that such merger, consolidation,
sale, conveyance, transfer, lease or other disposition complies with this Article 8
and that all conditions precedent herein provided for relating to such
transaction have been complied with.


     Section 8.2
Successor Substituted.


     Upon
any consolidation of the Company with, or merger of the Company into, any other
Person or any conveyance, transfer or lease of all or substantially all of the
properties and assets of the Company in accordance with Section 8.1,
the successor Person formed by such consolidation or into which the Company is
merged or to which such sale, conveyance, transfer or lease is made shall
succeed to, and be substituted for, and may exercise every right and power of,
the Company under this Indenture with the same effect as if such successor
Person had been named as the Company herein, and thereafter, except in the case
of a lease, the predecessor Person shall be relieved of all obligations and
covenants under this Indenture and the Securities.



 38















ARTICLE 9


SUPPLEMENTAL INDENTURES 


     Section 9.1
Supplemental Indentures Without Consent of Holders.


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


          (1) to
evidence the succession of another Person to the Company, or successive
successions, and the assumption by any such successor of the covenants and
obligations of the Company herein and in the Securities in compliance with Article 8;
or


          (2) to
add to the covenants of the Company for the benefit of the Holders of any one
or more series of Securities (and if such covenants are to be for the benefit
of less than all series of Securities, stating that such covenants are
expressly being included solely for the benefit of such series), to convey,
transfer, assign, mortgage or pledge any property to or with the Trustee or
otherwise secure any series of the Securities, including provisions regarding
the circumstances under which collateral may be released or substituted, to
surrender any right or power herein conferred upon the Company or to comply
with any requirement of the Commission or otherwise in connection with the
qualification of this Indenture or any supplemental indenture under the Trust
Indenture Act; or


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


          (4) to
add to or change any of the provisions of this Indenture to such extent as
shall be necessary to permit or facilitate the issuance of Securities in bearer
form, registrable or not registrable as to principal, and with or without
interest coupons, or to permit or facilitate the issuance of Securities in
global form or uncertificated form; or


          (5) to
add to, change or eliminate any of the provisions of this Indenture in respect
of one or more series of Securities, provided that any such addition, change or
elimination (A) shall neither (i) apply to any Outstanding Security
of any series created prior to the execution of such supplemental indenture and
entitled to the benefit of such provision, or (ii) modify the rights of
any Holder of any Outstanding Security with respect to such provision, or
(B) shall become effective when there is no Security then Outstanding; or


          (6) to
add or provide for a guaranty or guarantees of the Securities or additional
obligors on the Securities; or


          (7) to
establish the form or terms of Securities of any series as permitted by Sections
2.1 and 3.1; or


          (8) to
evidence and provide for the acceptance of appointment hereunder by a successor
Trustee with respect to the Securities of one or more series and to add to or
change any of the provisions of this Indenture as shall be necessary to provide
for or facilitate the administration of the trusts hereunder by more than one
Trustee, pursuant to the requirements of Section 6.11; or


          (9) to
correct or supplement any provision herein which may be defective or
inconsistent with any other provision herein, to cure any ambiguity or
omission, to correct any mistake, or to conform to any prospectus pursuant to
which Securities of any series were offered; or


          (10) to
make any other provisions with respect to matters or questions arising under
this Indenture, provided such action shall not adversely affect the rights of
any Holder of Securities of any series; or


          (11) to
make any change that does not adversely affect the rights of any Holder.



 39
 









     Section 9.2
Supplemental Indentures with Consent of Holders.


     With
the consent of the Holders of a majority in principal amount of the Outstanding
Securities of each series affected by such supplemental indenture (acting as
one class), by Act of said Holders delivered to the Company and the Trustee,
the Company, when authorized by a Board Resolution, and the Trustee may enter
into an indenture or indentures supplemental hereto for the purpose of adding
any provisions to or changing in any manner or eliminating any of the
provisions of this Indenture or any indenture supplemental hereto or of
modifying in any manner the rights of the Holders of Securities of such series
under this Indenture; provided, however, that no such supplemental indenture
shall, without the consent of the Holder of each Outstanding Security affected
thereby,


          (1) change
the Stated Maturity of the principal of or any installment of principal of, or
the date fixed for payment of interest on or any sinking fund payment with
respect to, any Security, or reduce the principal amount thereof or the rate of
interest thereon, any Additional Amounts with respect thereto or any premium
payable upon the redemption thereof, or change any obligation of the Company to
pay Additional Amounts (except as contemplated by Section 8.1 and
permitted by clause (1) of Section 9.1), or reduce the
amount of the principal of an Original Issue Discount Security or any other
Security which would be due and payable upon a declaration of acceleration of
the Maturity thereof pursuant to Section 5.2, or change any Place
of Payment where, or the coin or currency or currencies (including composite
currencies) in which any Security or any premium or interest thereon or
Additional Amounts with respect thereto is payable, or impair the right to
institute suit for the enforcement of any such payment on or after the Stated
Maturity thereof (or, in the case of redemption, on or after the Redemption
Date), or modify the provisions of this Indenture with respect to the
subordination of a Security in a manner adverse to the holder thereof, 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 this Indenture, or


          (3) modify
any of the provisions of this Section 9.2, Section 5.13
or Section 10.8, except to increase any such percentage or to
provide with respect to any particular series the right to condition the
effectiveness of any supplemental indenture as to that series on the consent of
the Holders of a specified percentage of the aggregate principal amount of
Outstanding Securities of such series (which provision may be made pursuant to Section 3.1
without the consent of any Holder) or to provide that certain other provisions
of this Indenture cannot be modified or waived without the consent of the
Holder of each Outstanding Security affected thereby; provided, however, that
this clause shall not be deemed to require the consent of any Holder with
respect to changes in the references to “the Trustee” and concomitant
changes in this Section 9.2 and Section 10.8, or the
deletion of this proviso, in accordance with the requirements of Sections 6.11
and 9.1(8).


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


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


     Section 9.3
Execution of Supplemental Indentures.


     In
executing, or accepting the additional trusts created by, any supplemental
indenture permitted by this Article or the modifications thereby of the trusts
created by this Indenture, the Trustee shall be entitled to receive, and
(subject to Sections 6.1 and 6.3) shall be fully protected
in relying upon, an Opinion of Counsel stating that the execution of such supplemental
indenture is authorized or permitted by this Indenture. The Trustee may, but
shall not be obligated to, enter into any such supplemental indenture which
affects the Trustee’s own rights, duties, immunities or liabilities under this
Indenture or otherwise.


     Section 9.4
Effect of Supplemental Indentures.


     Upon
the execution of any supplemental indenture under this Article 9,
this Indenture shall be modified in accordance therewith, and such supplemental
indenture shall form a part of this Indenture for all purposes; and every
Holder of Securities theretofore or thereafter authenticated and delivered
hereunder shall be bound thereby; provided that if such supplemental indenture
makes any of the changes described in clauses (1) through (3) of
the first proviso to Section 9.2, such supplemental indenture shall
bind each Holder of a Security who has consented to it and every subsequent
Holder of such Security or any part thereof.



 40
 









     Section 9.5
Conformity with Trust Indenture Act.


     Every
supplemental indenture executed pursuant to this Article 9 shall
conform to the requirements of the Trust Indenture Act.


     Section 9.6
Reference in Securities to Supplemental Indentures.


     Securities
of any series authenticated and delivered after the execution of any
supplemental indenture pursuant to this Article 9 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.


ARTICLE 10


COVENANTS 


     Section 10.1
Payment of Principal, Premium and Interest.


     The
Company covenants and agrees for the benefit of the Holders of each series of
Securities that it will duly and punctually pay the principal of and any
premium and interest on, and any Additional Amounts with respect to, the
Securities of that series in accordance with the terms of the Securities and
this Indenture.


     Section 10.2
Maintenance of Office or Agency.


     The
Company will maintain in each Place of Payment for any series of Securities an
office or agency where Securities of that series may be presented or
surrendered for payment, where Securities of that series may be surrendered for
registration of transfer or exchange and where notices and demands to or upon
the Company in respect of the Securities of that series and this Indenture may
be served. The Company will give prompt written notice to the Trustee of the
location, and any change in the location, of any such office or agency. If at
any time the Company shall fail to maintain any such required office or agency
or shall fail to furnish the Trustee with the address thereof, such
presentations, surrenders, notices and demands may be made or served at the
Corporate Trust Office of the Trustee, and the Company hereby appoints the
Trustee as its agent to receive all such presentations, surrenders, notices and
demands. Unless otherwise provided in a supplemental indenture or pursuant to Section 3.1
hereof, the Place of Payment for any series of Securities shall be the
Corporate Trust Office of the Trustee.


     The
Company may also from time to time designate one or more other offices or
agencies where the Securities of one or more series may be presented or
surrendered for any or all such purposes and may from time to time rescind such
designations; provided, however, that no such designation or rescission shall
in any manner relieve the Company of its obligation to maintain an office or
agency in each Place of Payment for Securities of any series for such purposes.
The Company will give prompt written notice to the Trustee of any such
designation or rescission and of any change in the location of any such other
office or agency.


     Section 10.3
Money for Securities Payments to be Held in Trust.


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


     Whenever
the Company shall have one or more Paying Agents for any series of Securities,
it will, on or prior to each due date of the principal of or any premium or
interest on, or Additional Amounts with respect to, any Securities of that
series, deposit with a Paying Agent a sum sufficient to pay such amount, such
sum to be held as provided by the Trust Indenture Act, and (unless such Paying
Agent is the Trustee) the Company will promptly notify the Trustee of its
action or failure so to act.



 41
 









     The
Company will cause each Paying Agent for any series of Securities other than
the Trustee to execute and deliver to the Trustee an instrument in which such
Paying Agent shall agree with the Trustee, subject to the provisions of this Section 10.3,
that such Paying Agent will (1) comply with the provisions of the Trust
Indenture Act applicable to it as a Paying Agent and (2) during the continuance
of any default by the Company (or any other obligor upon the Securities of that
series) in the making of any payment in respect of the Securities of that
series, upon the written request of the Trustee, forthwith pay to the Trustee
all sums held in trust by such Paying Agent for payment in respect of the
Securities of that series.


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


     Any
money deposited with the Trustee or any Paying Agent, or then held by the
Company, in trust for the payment of the principal of or any premium or
interest on, or any Additional Amounts with respect to, any Security of any
series and remaining unclaimed for a period ending on the earlier of the date
that is ten Business Days prior to the date such money would escheat to the
State or two years after such principal, premium or interest or Additional
Amount has become due and payable shall be paid to the Company on Company
Request, or (if then held by the Company) shall be discharged from such trust;
and the Holder of such Security shall thereafter, as an unsecured general
creditor, look only to the Company for payment thereof, and all liability of
the Trustee or such Paying Agent with respect to such trust money, and all
liability of the Company as trustee thereof, shall thereupon cease; provided,
however, that the Trustee or such Paying Agent, before being required to make
any such repayment, may at the expense of the Company cause to be published
once, in an Authorized Newspaper in The Borough of Manhattan, The City of New
York and in such other Authorized Newspapers as the Trustee shall deem
appropriate, notice that such money remains unclaimed and that, after a date
specified herein, which shall not be less than 30 days from the date of
such publication, any unclaimed balance of such money then remaining will,
unless otherwise required by mandatory provisions of applicable escheat, or
abandoned or unclaimed property law, be repaid to the Company.


     Section 10.4
Statement by Officers as to Default.


     At
any time at which there are Outstanding Securities of any series issued under
this Indenture, the Company will deliver to the Trustee, within 120 days
after the end of each fiscal year of the Company ending after the date hereof,
an Officers’ Certificate complying with Section 314(a)(4) of the
Trust Indenture Act and stating that a review of the activities of the Company
during such year and of performance under this Indenture has been made under
the supervision of the signers thereof and stating whether or not to the best
knowledge of the signers thereof, based upon such review, the Company is in
default in the performance and observance of any of the terms, provisions and
conditions of this Indenture (without regard to any period of grace or
requirement of notice provided hereunder) and, if the Company shall be in
default, specifying all such defaults and the nature and status thereof of
which they may have knowledge. One of the officers signing the Officers’
Certificate delivered pursuant to this Section 10.4 shall be the
principal executive, financial or accounting officer of the Company.


     Section 10.5
Existence.


     Subject
to Article 8, the Company will do or cause to be done all things
necessary to preserve and keep in full force and effect its existence.


     Section 10.6
All Securities to be Equally and Ratably Secured.


     Unless
specified otherwise by the Company pursuant to Section 3.1 with
respect to any series, the Company will not itself secure Securities of any one
or more series with any Mortgage, without effectively providing that the
Securities of every other series shall be secured equally and ratably by such
Mortgage.


     Section 10.7
Maintenance of Properties.


     The
Company will cause all properties used or useful in the conduct of its business
to be maintained and kept in good condition, repair and working order and
supplied with all necessary equipment and will cause to be made all necessary
repairs, renewals, replacements, betterments and improvements thereof, all as,
and to the extent, in the judgment of the Company may be necessary or
appropriate in connection with its business; provided, however, that nothing in
this Section shall prevent the Company from discontinuing the operation or
maintenance of any of such properties if such discontinuance is, in the
judgment of the Company, desirable in the conduct of its business and not
disadvantageous in any material respect to the Holders.



 42
 









     Section 10.8
Payment of Taxes and Other Claims.


     The
Company will pay or discharge or cause to be paid or discharged, before the
same shall become delinquent, (1) all taxes, assessments and governmental
charges levied or imposed upon the Company or upon the income, profits or
property of the Company, and (2) all lawful claims for labor, materials
and supplies which, if unpaid, might by law become a lien upon the property of
the Company; provided, however, that the Company shall not be required to pay
or discharge or cause to be paid or discharged any such tax, assessment, charge
or claim (i) whose amount, applicability or validity is being contested in
good faith by appropriate proceedings or (ii) if the failure to pay or discharge
would not have a material adverse effect on the assets, business, operations,
properties or financial condition of the Company and its Subsidiaries, taken as
a whole.


     Section 10.9
Waiver of Certain Covenants.


     Except
as otherwise specified as contemplated by Section 3.1 for
Securities of such series, the Company may, with respect to the Securities of
any series, omit in any particular instance to comply with any term, provision
or condition set forth in any covenant provided pursuant to Sections 3.1(22),
8.1,  9.1(2), 10.4, 10.5, 10.6, 10.7
or 10.8 for the benefit of the Holders of such series if before or after
the time for such compliance the Holders of at least a majority in principal
amount of the Outstanding Securities of such series shall, by Act of such
Holders, either waive such compliance in such instance or generally waive
compliance with such term, provision or condition, but no such waiver shall
extend to or affect such term, provision or condition except to the extent so
expressly waived, and, until such waiver shall become effective, the
obligations of the Company and the duties of the Trustee in respect of any such
term, provision or condition shall remain in full force and effect.


     Section 10.10
Additional Amounts.


     If
the Securities of a series expressly provide for the payment of Additional
Amounts, the Company will pay to the Holder of any Security of such series
Additional Amounts as expressly provided therein. Whenever in this Indenture
there is mentioned, in any context, the payment of the principal of, or premium
(if any) or interest on any Security of any series or the net proceeds received
from the sale or exchange of any Security of any series, such mention shall be
deemed to include mention of the payment of Additional Amounts provided for in
this Section 10.10 to the extent that, in such context, Additional
Amounts are, were or would be payable in respect thereof pursuant to the
provisions of this Section 10.10 and express mention of the payment
of Additional Amounts (if applicable) in any provisions hereof shall not be
construed as excluding Additional Amounts in those provisions hereof where such
express mention is not made.


     If
the Securities of a series provide for the payment of Additional Amounts, at
least 10 days prior to the first Interest Payment Date with respect to
that series of Securities (or if the Securities of that series will not bear
interest prior to Maturity, the first day on which a payment of principal and
any premium is made), and at least 10 days prior to each date of payment
of principal and any premium or interest if there has been any change with
respect to the matters set forth in the below-mentioned Officers’ Certificate,
the Company shall furnish the Trustee and the Company’s principal Paying Agent
or Paying Agents, if other than the Trustee, with an Officers’ Certificate
instructing the Trustee and such Paying Agent or Paying Agents whether such
payment of principal of and any premium or interest on the Securities of that
series shall be made to Holders of Securities of that series who are United
States Aliens without withholding for or on account of any tax, assessment or
other governmental charge described in the Securities of that series. If any
such withholding shall be required, then such Officers’ Certificate shall
specify by country the amount, if any, required to be withheld on such payments
to such Holders of Securities and the Company will pay to such Paying Agent the
Additional Amounts required by this Section 10.10. The Company covenants
to indemnify the Trustee and any Paying Agent for, and to hold them harmless
against any loss, liability or expense reasonably incurred without negligence,
willful misconduct or bad faith on their part arising out of or in connection
with actions taken or omitted by any of them in reliance on any Officers’
Certificate furnished pursuant to this Section 10.10.



 43
 









ARTICLE 11


REDEMPTION OF SECURITIES


     Section 11.1
Applicability of Article.


     Securities
of any series that are redeemable in whole or in part before their Stated
Maturity shall be redeemable at the option of the Company in accordance with
their terms and (except as otherwise specified as contemplated by Section 3.1
for such Securities) in accordance with this Article 11.


     Section 11.2
Election to Redeem; Notice to Trustee.


     The
election of the Company to redeem any Securities shall be evidenced by a Board
Resolution or in another manner specified as contemplated by Section 3.1
for such Securities. In case of any redemption at the election of the Company
of less than all the Securities of any series (including any such redemption
affecting only a single Security), the Company shall, at least 45 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, of the principal
amount of Securities of such series to be redeemed and, if applicable, of the
tenor of the Securities to be redeemed. In the case of any redemption of
Securities (i) prior to the expiration of any restriction on such
redemption provided in the terms of such Securities or elsewhere in this
Indenture or (ii) pursuant to an election of the Company which is subject
to a condition specified in the terms of such Securities, the Company shall
furnish the Trustee with an Officers’ Certificate evidencing compliance with
such restriction or condition.


     Section 11.3
Selection by Trustee of Securities to Be Redeemed.


     If
less than all the Securities of any series are to be redeemed (unless all the
Securities of such series and of a specified tenor are to be redeemed or unless
such redemption affects only a single Security), the particular Securities to
be redeemed shall be selected not more than 45 days prior to the Redemption
Date by the Trustee, from the Outstanding Securities of such series not
previously called for redemption, on a pro-rata basis, or in the Trustee’s
discretion, by lot, or by such other method as the Trustee shall deem fair and
appropriate, provided that the unredeemed portion of the principal amount of
any Security shall be in an authorized denomination (which shall not be less
than the minimum authorized denomination) for such Security.


     If
any Security selected for partial redemption is converted in part before
termination of the conversion right with respect to the portion of the Security
so selected, the converted portion of such Security shall be deemed (so far as
may be) to be the portion selected for redemption.


     The
Trustee shall promptly notify the Company and the Security Registrar in writing
of the Securities selected for redemption as aforesaid and, in case of any
Securities selected for partial redemption as aforesaid, the principal amount
thereof to be redeemed.


     For
all purposes of this Indenture, unless the context otherwise requires, all
provisions relating to the redemption of Securities shall relate, in the case
of any Securities redeemed or to be redeemed only in part, to the portion of
the principal amount of such Securities which has been or is to be redeemed.


     Section 11.4
Notice of Redemption.


     Notice
of redemption shall be given by first-class mail, postage prepaid, mailed not
fewer than 30 nor more than 90 days prior to the Redemption Date, unless a
shorter period is specified in the Securities to be redeemed, to each Holder of
Securities to be redeemed, at its address appearing in the Security Register.


     All
notices of redemption shall state:


          (1) the
Redemption Date,


          (2) the
Redemption Price (including accrued interest, if any, to be paid),


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


          (4) in
case any Security is to be redeemed in part only, that 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;



 44
 









          (5) that
on the Redemption Date the Redemption Price will become due and payable upon
each such Security to be redeemed and, if applicable, that interest thereon
will cease to accrue on and after said date,


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


          (7) if
applicable, the conversion price, the date on which the right to convert the
principal of the Securities or the portions thereof to be redeemed will
terminate, and the place or places where such Securities may be surrendered for
conversion,


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


          (9) the
CUSIP number or numbers and/or common codes of the Security being 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, provided that the Company shall have
prepared and provided to the Trustee the form of such notice, or, if acceptable
to the Trustee, provided sufficient information to enable the Trustee to
prepare such notice, in each case on a timely basis.


     Section 11.5
Deposit of Redemption Price.


     On
or prior to any Redemption Date, the Company shall deposit with the Trustee or
with a Paying Agent (or, if the Company is acting as its own Paying Agent,
segregate and hold in trust as provided in Section 10.3) an amount
of money sufficient to pay the Redemption Price of, and (except if the
Redemption Date shall be an Interest Payment Date) accrued interest on, all the
Securities which are to be redeemed on that date.


     If
any Security called for redemption is converted, any money deposited with the
Trustee or with a Paying Agent or so segregated and held in trust for the
redemption of such Security shall (subject to any right of any Holder of such
Security to receive interest thereon) be paid to the Company on Company
Request, or if then held by the Company, shall be discharged from such trust.


     Section 11.6
Securities Payable on Redemption Date.


     Notice
of redemption having been given as aforesaid, the Securities so to be redeemed
shall, on the Redemption Date, become due and payable at the Redemption Price
therein specified, and from and after such date (unless the Company shall
default in the payment of the Redemption Price and accrued interest) such
Securities shall cease to bear interest. Upon surrender of any such Security
for redemption in accordance with said notice, such Security shall be paid by
the Company at the Redemption Price, together with accrued interest (and any
Additional Amounts) to the Redemption Date; provided, however, that, unless
otherwise specified as contemplated by Section 3.1, installments of
interest whose Stated Maturity is on or prior to the Redemption Date will be
payable to the Holders of such Securities, or one or more Predecessor
Securities, registered as such at the close of business on the relevant Record
Dates according to their terms and the provisions of Section 3.7.


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


     Section 11.7
Securities Redeemed in Part.


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


     Unless
otherwise specified as contemplated by Section 3.1, the Company and
any Affiliate of the Company may at any time purchase or otherwise acquire
Securities in the open market or by private agreement. Such acquisition shall
not operate as or be deemed for any purpose to be a redemption of the
indebtedness represented by such Securities. Any Securities purchased or
acquired by the Company may be delivered to the Trustee and, upon such
delivery, the indebtedness represented thereby shall be deemed to be satisfied.
Section 3. 9 shall apply to all Securities so delivered.



 45
 









ARTICLE 12


SINKING FUNDS 


     Section 12.1
Applicability of Article.


     The
provisions of this Article 12 shall be applicable to any sinking
fund for the retirement of Securities of any series except as otherwise specified
as contemplated by Section 3.1 for such Securities.


     The
minimum amount of any sinking fund payment provided for by the terms of any
Securities is herein referred to as a “mandatory sinking fund payment,”
and any payment in excess of such minimum amount provided for by the terms of
such Securities is herein referred to as an “optional sinking fund payment.”
Unless otherwise provided for by the terms of any Securities, the cash amount
of any sinking fund payment may be subject to reduction as provided in Section 12.2.
Each sinking fund payment shall be applied to the redemption of Securities as
provided for by the terms of such Securities.


     Section 12.2
Satisfaction of Sinking Fund Payments with Securities.


     The
Company (1) may deliver Outstanding Securities of a series (other than any
previously called for redemption) and (2) may apply as a credit Securities
of a series which have been redeemed either at the election of the Company
pursuant to the terms of such Securities or through the application of
permitted optional sinking fund payments pursuant to the terms of such
Securities, in each case in satisfaction of all or any part of any sinking fund
payment with respect to any Securities of such series required to be made
pursuant to the terms of such Securities as and to the extent provided for by
the terms of such Securities; provided that the Securities to be so credited
have not been previously so credited. The Securities to be so credited shall be
received and credited for such purpose by the Trustee at the Redemption Price,
as specified in the Securities so to be redeemed, for redemption through
operation of the sinking fund and the amount of such sinking fund payment shall
be reduced accordingly.


     Section 12.3
Redemption of Securities for Sinking Fund.


     Not
fewer than 45 days prior (unless a shorter period shall be satisfactory to
the Trustee) to each sinking fund payment date for any Securities, the Company
will deliver to the Trustee an Officers’ Certificate specifying the amount of
the next ensuing sinking fund payment for such Securities pursuant to the terms
of such Securities, the portion thereof, if any, which is to be satisfied by
payment of cash and the portion thereof, if any, which is to be satisfied by
delivering and crediting Securities pursuant to Section 12.2 and
will also deliver to the Trustee any Securities to be so delivered. Not fewer
than 30 days prior to each such sinking fund payment date, the Trustee
shall select the Securities to be redeemed upon such sinking fund payment date
in the manner specified in Section 11.3 and cause notice of the
redemption thereof to be given in the name of and at the expense of the Company
in the manner provided in Section 11.4. Such notice having been duly
given, the redemption of such Securities shall be made upon the terms and in
the manner stated in Sections 11.6 and 11.7.


ARTICLE 13


DEFEASANCE AND COVENANT DEFEASANCE 


     Section 13.1
Company’s Option to Effect Defeasance or Covenant Defeasance.


     The
Company may elect, at its option at any time, to have Sections 13.2
or Section 13.3 applied to any Securities or any series of Securities,
as the case may be, designated pursuant to Section 3.1 as being
defeasible pursuant to such Section 13.2 or 13.3, in
accordance with any applicable requirements provided pursuant to Section 3.1
and upon compliance with the conditions set forth below in this Article 13.
Any such election shall be evidenced by a Board Resolution or in another manner
specified as contemplated by Section 3.1 for such Securities.


     Section 13.2
Defeasance and Discharge.



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     Upon
the Company’s exercise of its option (if any) to have this Section applied to
any Securities or any series of Securities, as the case may be, the Company
shall be deemed to have been discharged from its obligations with respect to
such Securities as provided in this Section on and after the date the
conditions set forth in Section 13.4 are satisfied (hereinafter
called “Defeasance”). For this purpose, such Defeasance means that the Company
shall be deemed to have paid and discharged the entire indebtedness represented
by such Securities and to have satisfied all its other obligations under such
Securities and this Indenture insofar as such Securities are concerned (and the
Trustee, at the expense of the Company, shall execute proper instruments
acknowledging the same), subject to the following which shall survive until
otherwise terminated or discharged hereunder:


          (1) the
rights of Holders of such Securities to receive, solely from the trust fund
described in Section 13.4 and as more fully set forth in such
Section, payments in respect of the principal of and any premium and interest
on, or any Additional Amounts with respect to, such Securities when payments
are due,


          (2) the
Company’s obligations with respect to such Securities under Sections 3.4,
3.5, 3.6, 10.2 and 10.3,


          (3) the
rights, powers, trusts, duties and immunities of the Trustee hereunder, and


          (4) this
Article 13.


Subject
to compliance with this Article 13, the Company may exercise its
option (if any) to have this Section applied to any Securities notwithstanding
the prior exercise of its option (if any) to have Section 13.3
applied to such Securities.


     Section 13.3
Covenant Defeasance.


     Upon
the Company’s exercise of its option (if any) to have this Section 13.3
applied to any Securities or any series of Securities, as the case may be,


     (1) the
Company shall be released from its obligations under Sections 8.1, 10.4,
10.5. 10.6, 10.7 or 10.8 and any covenants provided
pursuant to Sections 3.1(22) or 9.1(2) for the benefit of
the Holders of such Securities and


     (2) the
occurrence of any event specified in Section 5.1(4) (with respect
to any of Sections 8.1, 10.4, 10.5. 10.6, 10.7
or 10.8 and any such covenants provided pursuant to Sections 3.1(22)
or 9.1(2)) and the occurrence of any other Event of Default specified
pursuant to Section 3.1 or Section 9.1(3) shall be deemed
not to be or result in an Event of Default, in each case with respect to such
Securities or any series of Securities as provided in this Section 13.3
on and after the date the conditions set forth in Section 13.4 are
satisfied (hereinafter called “Covenant Defeasance”). For this purpose,
such Covenant Defeasance means that, with respect to such Securities, the
Company may omit to comply with and shall have no liability in respect of any
term, condition or limitation set forth in any such specified Section or such
other covenant (to the extent so specified in the case of Section 5.1(4)
and the occurrence of any Event of Default specified pursuant to Section 3.1
or Section 9.1(3)), whether directly or indirectly by reason of any
reference elsewhere herein to any such Section or such other covenant or by
reason of any reference in any such Section or such other covenant to any other
provision herein or in any other document, but the remainder of this Indenture
and such Securities shall be unaffected thereby.


     Section 13.4
Conditions to Defeasance or Covenant Defeasance.


     The
following shall be the conditions to the application of Section 13.2
or Section 13.3 to any Securities or any series of Securities, as
the case may be:


          (1) The
Company shall have deposited or caused to be deposited irrevocably with the
Trustee (or another trustee which satisfies the requirements contemplated by Section 6.9
and agrees to comply with the provisions of this Article 13
applicable to it) as trust funds in trust for the purpose of making the
following payments, specifically pledged as security for, and dedicated solely
to, the benefits of the Holders of such Securities,


               (A) in
the case of Securities of a series denominated in currency of the United States
of America,


                    (i) cash
in currency of the United States of America in an amount, or



 47
 









                    (ii) U.S.
Government Obligations which through the scheduled payment of principal and
interest in respect thereof in accordance with their terms will provide, not
later than one day before the due date of any payment, an amount in cash, or


                    (iii) a
combination thereof, or


               (B) in
the case of Securities of a series denominated in currency other than that of
the United States of America,


                    (i) cash
in the currency in which such series of Securities is denominated in an amount,
or


                    (ii) Foreign
Government Obligations which through the scheduled payment of principal and
interest in respect thereof in accordance with their terms will provide, not
later than one day before the due date of any payment, an amount in cash, or


                    (iii) a
combination thereof,


in
each case sufficient, in the opinion of a nationally recognized firm of
independent public accountants expressed in a written certification thereof
delivered to the Trustee, to pay and discharge, and which shall be applied by
the Trustee (or any such other qualifying trustee) to pay and discharge, the
principal of and any premium and interest on such Securities on the respective
Stated Maturities, in accordance with the terms of this Indenture and such
Securities.


          (2) For
Securities denominated in United States dollars, in the event of an election to
have Section 13.2 apply to any Securities or any series of
Securities, as the case may be, the Company shall have delivered to the Trustee
an Opinion of Counsel stating that


               (A) the
Company has received from, or there has been published by, the Internal Revenue
Service a ruling or


               (B) since
the date of this instrument, there has been a change in the applicable Federal
income tax law, in either case clause (A) or (B) to the effect
that, and based thereon such opinion shall confirm that, the Holders of such
Securities will not recognize gain or loss for Federal income tax purposes as a
result of the deposit, Defeasance and discharge to be effected with respect to
such Securities and will be subject to Federal income tax on the same amount,
in the same manner and at the same times as would be the case if such deposit,
Defeasance and discharge were not to occur.


          (3) For
Securities denominated in United States dollars, in the event of an election to
have Section 13.3 apply to any Securities or any series of
Securities, as the case may be, the Company shall have delivered to the Trustee
an Opinion of Counsel to the effect that the Holders of such Securities will
not recognize gain or loss for Federal income tax purposes as a result of the
deposit and Covenant Defeasance to be effected with respect to such Securities
and will be subject to Federal income tax on the same amount, in the same
manner and at the same times as would be the case if such deposit and Covenant
Defeasance were not to occur.


          (4) Such
Defeasance or Covenant Defeasance shall not cause such Securities nor any other
Securities of the same series, if then listed on any securities exchange, to be
delisted.


          (5) No
event which is, or after notice or lapse of time or both would become, an Event
of Default with respect to such Securities or any other Securities shall have
occurred and be continuing at the time of such deposit or, with regard to any
such event specified in Sections 5.1(5) and (6), at any time on
or prior to the 90th day after the date of such deposit (it being understood
that this condition shall not be deemed satisfied until after such 90th day).


          (6) Such
Defeasance or Covenant Defeasance shall not cause the Trustee to have a
conflicting interest within the meaning of the Trust Indenture Act (assuming
all Securities are in default within the meaning of such Act).


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


          (8) Such
Defeasance or Covenant Defeasance shall not result in the trust arising from
such deposit constituting an investment company within the meaning of the
Investment Company Act unless such trust shall be registered under such Act or
exempt from registration thereunder.


          (9) The
Company shall have delivered to the Trustee an Officers’ Certificate and an
Opinion of Counsel, each stating that all conditions precedent with respect to
such Defeasance or Covenant Defeasance have been complied with.



 48
 









     Section 13.5
Deposited Money, U. S. Government Obligations and Foreign Government
Obligations to be Held in Trust; Miscellaneous Provisions.


     Subject
to the provisions of the last paragraph of Section 10.3, all money,
U.S. Government Obligations and Foreign Government Obligations (including the
proceeds thereof) deposited with the Trustee or other qualifying trustee
(solely for purposes of this Section 13.5 and Section 13.6,
the Trustee and any such other trustee are referred to collectively as the “Trustee”)
pursuant to Section 13.4 in respect of any Securities shall be held
in trust and applied by the Trustee, in accordance with the provisions of such
Securities and this Indenture, to the payment, either directly or through any
such Paying Agent (including the Company acting as its own Paying Agent) as the
Trustee may determine, to the Holders of such Securities, of all sums due and
to become due thereon in respect of principal and any premium and interest, but
money so held in trust need not be segregated from other funds except to the
extent required by law.  The Company
shall pay and indemnify the Trustee against any tax, fee or other charge imposed
on or assessed against the U.S. Government Obligations or Foreign Government
Obligations deposited pursuant to Section 13.4 or the principal and
interest received in respect thereof other than any such tax, fee or other
charge which by law is for the account of the Holders of Outstanding
Securities. Anything in this Article 13 to the contrary
notwithstanding, the Trustee shall deliver or pay to the Company from time to
time upon Company Request any money, U.S. Government Obligations or Foreign
Government Obligations held by it as provided in Section 13.4 with
respect to any Securities which, in the opinion of a nationally recognized firm
of independent public accountants expressed in a written certification thereof
delivered to the Trustee, are in excess of the amount thereof which would then
be required to be deposited to effect the Defeasance or Covenant Defeasance, as
the case may be, with respect to such Securities.


     Section 13.6
Reinstatement.


     If
the Trustee or the Paying Agent is unable to apply any money in accordance with
this Article 13 with respect to any Securities by reason of any
order or judgment of any court or governmental authority enjoining, restraining
or otherwise prohibiting such application, then the obligations under this Indenture
and such Securities from which the Company has been discharged or released
pursuant to Section 13.2 or 13.3 shall be revived and
reinstated as though no deposit had occurred pursuant to this Article 13
with respect to such Securities, until such time as the Trustee or Paying Agent
is permitted to apply all money held in trust pursuant to Section 13.5
with respect to such Securities in accordance with this Article 13;
provided, however, that if the Company makes any payment of principal of or any
premium or interest on any such Security following such reinstatement of its
obligations, the Company shall be subrogated to the rights (if any) of the
Holders of such Securities to receive such payment from the money so held in
trust.


ARTICLE 14


SUBORDINATION


     Section 14.1
Securities Subordinated to Senior Indebtedness.


     The
Company and each Holder of a Security, by his acceptance thereof, agree that
(a) the payment of the principal of, premium (if any) and interest on and
any Additional Amounts with respect to each and all the Securities and
(b) any other payment in respect of the Securities, including on account
of the acquisition or redemption of Securities by the Company, is subordinated,
to the extent and in the manner provided in such Security or in the
supplemental indenture pursuant to which such Security is issued, to the prior
payment in full of all Senior Indebtedness specified in such Security or in
such supplemental indenture.


     Such
subordination provisions shall constitute a continuing offer to all Persons
who, in reliance upon such provisions, become holders of, or continue to hold,
any of such Senior Indebtedness, and such provisions are made for the benefit
of the holders of such Senior Indebtedness and any one or more of them may enforce
such provisions.


     In
the event that the Company shall default in the payment of any principal of (or
premium, if any) or interest on any Senior Indebtedness of the Company when the
same becomes due and payable, whether at maturity or at a date fixed for
prepayment or by declaration or otherwise, then, upon written notice of such
default to the Company by the holders of Senior Indebtedness or any trustee
therefor, unless and until such default shall have been cured or waived or
shall have ceased to exist, no direct or indirect payment (in cash, property,
securities, by set-off or otherwise) shall be made or agreed to be made on
account of the principal of or interest on any of the Securities, or in respect
of any redemption, retirement, purchase or other acquisition of any of the
Securities.



 49
 









     In
the event of


(1) any insolvency, bankruptcy, receivership, liquidation,
reorganization, readjustment, composition or other similar proceeding relating
to the Company, its creditors or its property,


(2) any proceeding for the liquidation, dissolution or other winding up
of the Company, voluntary or involuntary, whether or not involving insolvency
or bankruptcy proceedings,


(3) any assignment by the Company for the benefit of creditors, or


(4) any other marshalling of the assets of the Company,


all Senior Indebtedness of the Company (including any interest thereon
accruing after the commencement of any such proceedings) shall first be paid in
full before any payment or distribution, whether in cash, securities or other
property, shall be made to any Holder of any of the Securities on account
thereof.  Any payment or distribution,
whether in cash, securities or other property (other than securities of the
Company or any other corporation provided for by a plan of reorganization or
readjustment the payment of which is subordinate, at least to the extent
provided in these subordination provisions with respect to the indebtedness
evidenced by the Securities, to the payment of all Senior Indebtedness of the
Company at the time outstanding and to any securities issued in respect thereof
under any such plan of reorganization or readjustment), which would otherwise
(but for these subordination provisions) be payable or deliverable in respect
of the Securities of any series shall be paid or delivered directly to the
holders of Senior Indebtedness of the Company in accordance with the priorities
then existing among such holders until all Senior Indebtedness of the Company
(including any interest thereon accruing after the commencement of any such
proceedings) shall have been paid in full.


     In
the event that, notwithstanding the foregoing, any payment or distribution of
any character or any security, whether in cash, securities or other property
(other than securities of the Company or any other corporation provided for by
a plan of reorganization or readjustment the payment of which are subordinate,
at least to the extent provided in these subordination provisions with respect
to the indebtedness evidenced by the Securities, to the payment of all Senior
Indebtedness of the Company at the time outstanding and to any securities
issued in respect thereof under any such plan or reorganization or
readjustment), shall be received by the Trustee or any Holder in contravention of
any of the terms hereof such payment or distribution or security shall be
received in trust for the benefit of, and shall be paid over or delivered and
transferred to, the holders of the Senior Indebtedness of the Company at the
time outstanding in accordance with the priorities then existing among such
holders for application to the payment of all Senior Indebtedness of the
Company remaining unpaid, to the extent necessary to pay all such Senior
Indebtedness of the Company in full.  In
the event of the failure of the Trustee or any Holder to endorse or assign any
such payment, distribution or security, each holder of Senior Indebtedness of
the Company is hereby irrevocably authorized to endorse or assign the same.


     No present or future holder of any Senior
Indebtedness of the Company shall be prejudiced in the right to enforce
subordination of the indebtedness evidenced by the Securities by any act or
failure to act on the part of the Company.


     Senior Indebtedness of the Company shall
not be deemed to have been paid in full unless the holders thereof shall have
received cash, securities or other property equal to the amount of such Senior
Indebtedness of the Company then outstanding. 
Upon the payment in full of all Senior Indebtedness of the Company, the
Holders of Securities of each series shall be subrogated to all rights of any
holders of Senior Indebtedness of the Company to receive any further payments
or distributions applicable to the Senior Indebtedness of the Company until the
indebtedness evidenced by the Securities of such series shall have been paid in
full, and such payments or distributions received by such Holders, by reason of
such subrogation, of cash, securities or other property which otherwise would
be paid or distributed to the holders of Senior Indebtedness of the Company,
shall, as between the Company and its creditors other than the holders of
Senior Indebtedness of the Company, on the one hand, and such Holders, on the
other hand, be deemed to be a payment by the Company on account of Senior
Indebtedness of the Company, and not on account of the Securities of such
series.


     The Trustee and Holders will take such
action (including, without limitation, the delivery of this Indenture to an
agent for the holders of Senior Indebtedness of the Company or consent to the
filing of a financing statement with respect thereto) as may, in the opinion of
counsel designated by the holders of a majority in principal amount of the
Senior Indebtedness of the Company at the time outstanding, be necessary or
appropriate to assure the effectiveness of the subordination effected by these
provisions.



 50
 









     Section 14.2
Right of Trustee to Hold Senior Indebtedness.


     The
Trustee in its individual capacity shall be entitled to all of the rights set
forth in this Article 14 in respect of any Senior Indebtedness at
any time held by it to the same extent as any other holder of Senior
Indebtedness, and nothing in this Indenture shall be construed to deprive the
Trustee of any of its rights as such holder.


     Section 14.3
Subordination Not to Prevent Events of Default.


     The
failure to make a payment on account of principal of, premium (if any) or
interest on the Securities by reason of any subordination provision for the
benefit of holders of Senior Indebtedness shall not be construed as preventing
the occurrence of a Default or an Event of Default under Section 5.1
or in any way prevent the Holders of the Securities from exercising any right
hereunder other than the right to receive payment on the Securities.


     Section 14.4
No Fiduciary Duty of Trustee to Holders of Senior Indebtedness.


     Upon
any payment or distribution of assets of the Company referred to in this Article
14, the Trustee and the Holders shall be entitled to rely on an order or
decree made by any court of competent jurisdiction in which such dissolution or
winding up or liquidation or reorganization or arrangement proceedings are
pending or upon a certificate of the trustee in bankruptcy, receiver, assignee
for the benefit of creditors or other person making such payment or
distribution, delivered to the Trustee or to the Holders, for the purpose of
ascertaining the persons entitled to participate in such distribution, the
holders of the Senior Indebtedness and other indebtedness of the Company, the
amount thereof or payable thereon, the amount or amounts paid or distributed
thereon and all other facts pertinent thereto or to this Article 14.  In the absence of any such bankruptcy
trustee, receiver, assignee or other person, the Trustee shall be entitled to
rely upon a written notice by a Person representing himself to be a holder of
Senior Indebtedness of the Company (or a trustee or representative on behalf of
such Holder) as evidence that such Person is a holder of such Senior
Indebtedness (or is such a trustee or representative).  In the event that the Trustee determines, in
good faith, that further evidence is required with respect to the right of any
person as a holder of Senior Indebtedness of the Company to participate in any
payments or distributions pursuant to this Article 14, the Trustee may
request such person to furnish evidence to the reasonable satisfaction of the
Trustee as to the amount of Senior Indebtedness of the Company held by such
person, as to the extent to which such person is entitled to participate in
such payment or distribution, and as to other facts pertinent to the rights of
such person under this Article 14, and if such evidence is not
furnished, the Trustee may offer any payment to such person pending judicial
determination as to the right of such person to receive such payment.


     The Trustee shall not be deemed to owe any
fiduciary duty to the holders of Senior Indebtedness, and shall not be liable
to any such holders (other than for its willful misconduct or negligence) if it
shall in good faith mistakenly pay over or distribute to the Holders of the
Securities or the Company or any other Person, cash, property or securities to
which any holders of Senior Indebtedness shall be entitled by virtue of this
Article 14 or otherwise. Nothing in this Section 14.4
shall affect the obligation of any other such Person to hold such payment for
the benefit of, and to pay such payment over to, the holders of Senior
Indebtedness or their representative.


     Section 14.5
Payment Permitted if No Default.


     Nothing contained in this Article 14
or elsewhere in this Indenture, or in any of the Securities, shall prevent (1)
the Company, at any time except during the pendency of any dissolution, winding
up, liquidation or reorganization proceedings referred to in, or under the
conditions described in, Section 14.1, from making payments at any time
of the principal of or interest on the Securities or (2) the application by the
Trustee or any Paying Agent of any monies deposited with it hereunder to
payments of the principal of or interest on the Securities, if, at the time of
such deposit, the Trustee or such Paying Agent, as the case may be, did not
have the written notice provided for in this Section 14.5 of any event
prohibiting the making of such deposit, or if, at the time of such deposit
(whether or not in trust) by the Company with the Trustee or any Paying Agent
(other than the Company) such payment would not have been prohibited by the
provisions of this Article, and the Trustee or any Paying Agent shall not be
affected by any notice to the contrary received by it on or after such date.


     Anything in this Article 14 or
elsewhere in this Indenture contained to the contrary notwithstanding, the
Trustee shall not at any time be charged with knowledge of the existence of any
facts which would prohibit the making of any payment of monies to or by the
Trustee and shall be entitled conclusively to assume that no such facts exist
and that no event specified in Section 14.1 has happened, until the
Trustee shall have received an Officer’s Certificate of the Company to that
effect or notice in writing to that effect signed by or on behalf of the holder
or holders, or their representatives, of Senior Indebtedness of the Company, as
the case may be, who shall have been certified by the Company or otherwise
established to the reasonable satisfaction of the Trustee to be such holder or
holders or representatives or from any trustee under any indenture pursuant to
which such Senior Indebtedness of the Company shall be outstanding; provided
that, if prior to the third Business Day preceding the date upon which by the
terms hereof any monies become



 51
 









payable
(including, without limitation, the payment of either the principal of or
interest on any security, or in the event of the execution of an instrument
pursuant to Section 4.1 acknowledging satisfaction and discharge of this
Indenture, then if prior to the second Business Day preceding the date of such
execution, the Trustee or any Paying Agent shall not have received with respect
to such monies the Officers’ Certificate or notice provided for in this Section
14.5, then, anything herein contained to the contrary notwithstanding, the
Trustee or such Paying Agent shall have full power and authority to receive
such monies and apply the same to the purpose for which they were received and
shall not be affected by any notice to the contrary which may be received by it
on or after such date.  The Company shall
give prompt written notice to the Trustee and to the Paying Agent of any facts
which would prohibit the payment of monies to or by the Trustee or any Paying
Agent.


     Section 14.6
Article Applicable to Paying Agent.


     In
case at any time any Paying Agent other than the Trustee shall have been
appointed by the Company and be then acting hereunder, the term “Trustee”
as used in this Article 14 shall in such case (unless the context
shall otherwise require) be construed as extending to and including such Paying
Agent within its meaning as fully for all intents and purposes as if such
Paying Agent were named in this Article 14 in addition to or in
place of the Trustee; provided, however, that this Section 14.6
shall not apply to the Company or any Affiliate of the Company if it or such
Affiliate acts as Paying Agent.


[signature page follows]



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


	
  

  	
   

  	
  LTC PROPERTIES, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
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  [TRUSTEE]

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
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