Exhibit 4.4


 


ACORDA THERAPEUTICS, INC.


 


% SENIOR NOTES DUE 20


 






 


INDENTURE


 


Dated as of , 20


 






 


WILMINGTON TRUST COMPANY


 


Trustee


 

















 


CROSS-REFERENCE
TABLE*


 


	
  Trust Indenture Act Section

  	
   

  	
  Indenture Section

  
	
  310

  	
  (a)(1)

  	
   

  	
  7.10

  
	
   

  	
  (a)(2)

  	
   

  	
  7.10

  
	
   

  	
  (a)(3)

  	
   

  	
  N.A.

  
	
   

  	
  (a)(4)

  	
   

  	
  N.A.

  
	
   

  	
  (a)(5)

  	
   

  	
  7.10

  
	
   

  	
  (b)

  	
   

  	
  7.10

  
	
   

  	
  (c)

  	
   

  	
  N.A.

  
	
  311

  	
  (a)

  	
   

  	
  7.11

  
	
   

  	
  (b)

  	
   

  	
  7.11

  
	
   

  	
  (c)

  	
   

  	
  N.A.

  
	
  312

  	
  (a)

  	
   

  	
  2.05

  
	
   

  	
  (b)

  	
   

  	
  11.03

  
	
   

  	
  (c)

  	
   

  	
  11.03

  
	
  313

  	
  (a)

  	
   

  	
  7.06

  
	
   

  	
  (b)(2)

  	
   

  	
  7.06; 7.07

  
	
   

  	
  (c)

  	
   

  	
  7.06; 10.02

  
	
   

  	
  (d)

  	
   

  	
  7.06

  
	
  314

  	
  (a)

  	
   

  	
  11.02; 11.05

  
	
   

  	
  (c)(1)

  	
   

  	
  11.04

  
	
   

  	
  (c)(2)

  	
   

  	
  11.04

  
	
   

  	
  (c)(3)

  	
   

  	
  N.A.

  
	
   

  	
  (e)

  	
   

  	
  10.05

  
	
   

  	
  (f)

  	
   

  	
  N.A.

  
	
  315

  	
  (a)

  	
   

  	
  7.01

  
	
   

  	
  (b)

  	
   

  	
  7.05; 11.02

  
	
   

  	
  (c)

  	
   

  	
  7.01

  
	
   

  	
  (d)

  	
   

  	
  7.01

  
	
   

  	
  (e)

  	
   

  	
  6.11

  
	
  316

  	
  (a) (last
  sentence)

  	
   

  	
  2.09

  
	
   

  	
  (a)(1)(A)

  	
   

  	
  6.05

  
	
   

  	
  (a)(1)(B)

  	
   

  	
  6.04

  
	
   

  	
  (a)(2)

  	
   

  	
  N.A.

  
	
   

  	
  (b)

  	
   

  	
  6.07

  
	
   

  	
  (c)

  	
   

  	
  2.12

  
	
  317

  	
  (a)(1)

  	
   

  	
  6.08

  
	
   

  	
  (a)(2)

  	
   

  	
  6.09

  
	
   

  	
  (b)

  	
   

  	
  2.04

  
	
  318

  	
  (a)

  	
   

  	
  11.01

  
	
   

  	
  (b)

  	
   

  	
  N.A.

  
	
   

  	
  (c)

  	
   

  	
  11.01

  



 






*
NA means Not Applicable.

* This Cross Reference Table is not part of the Indenture.


 


i

















 


TABLE OF CONTENTS


 


	
   

  	
   

  	
  ARTICLE 1

  	
   

  	
   

  
	
   

  	
   

  	
  DEFINITIONS AND INCORPORATION BY REFERENCE

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 1.01

  	
   

  	
  Definitions

  	
   

  	
  1

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 1.02

  	
   

  	
  Other Definitions

  	
   

  	
  7

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 1.03

  	
   

  	
  Incorporation by Reference of Trust Indenture Act

  	
   

  	
  7

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  ARTICLE 2

  	
   

  	
   

  
	
   

  	
   

  	
  THE NOTES

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 2.01

  	
   

  	
  Form and Dating

  	
   

  	
  8

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 2.02

  	
   

  	
  Execution and Authentication

  	
   

  	
  9

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 2.03

  	
   

  	
  Registrar and Paying Agent

  	
   

  	
  9

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 2.04

  	
   

  	
  Paying Agent to Hold Money in Trust

  	
   

  	
  9

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 2.05

  	
   

  	
  Holder Lists

  	
   

  	
  10

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 2.06

  	
   

  	
  Transfer and Exchange

  	
   

  	
  10

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 2.07

  	
   

  	
  Replacement Notes

  	
   

  	
  19

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 2.08

  	
   

  	
  Outstanding Notes

  	
   

  	
  19

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 2.09

  	
   

  	
  Treasury Notes

  	
   

  	
  19

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 2.10

  	
   

  	
  Temporary Notes

  	
   

  	
  19

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 2.11

  	
   

  	
  Cancellation

  	
   

  	
  20

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 2.12

  	
   

  	
  Defaulted Interest

  	
   

  	
  20

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 2.13

  	
   

  	
  CUSIP Numbers

  	
   

  	
  20

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  ARTICLE 3

  	
   

  	
   

  
	
   

  	
   

  	
  REDEMPTION AND PREPAYMENT

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 3.01

  	
   

  	
  Notices to Trustee

  	
   

  	
  20

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 3.02

  	
   

  	
  Selection of Notes to Be Redeemed or Purchased

  	
   

  	
  21

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 3.03

  	
   

  	
  Notice of Redemption

  	
   

  	
  21

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 3.04

  	
   

  	
  Effect of Notice of Redemption

  	
   

  	
  21

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 3.05

  	
   

  	
  Deposit of Redemption or Purchase Price

  	
   

  	
  22

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 3.06

  	
   

  	
  Notes Redeemed or Purchased in Part

  	
   

  	
  22

  



 


ii

















 


	
  Section 3.07

  	
   

  	
  Optional Redemption

  	
   

  	
  22

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 3.08

  	
   

  	
  Mandatory Redemption

  	
   

  	
  22

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  ARTICLE 4

  	
   

  	
   

  
	
   

  	
   

  	
  COVENANTS

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 4.01

  	
   

  	
  Payment of Notes

  	
   

  	
  22

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 4.02

  	
   

  	
  Maintenance of Office or Agency

  	
   

  	
  23

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 4.03

  	
   

  	
  Compliance Certificate

  	
   

  	
  23

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 4.04

  	
   

  	
  Limitation on Liens

  	
   

  	
  23

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 4.05

  	
   

  	
  Limitation on Sale/Leaseback Transactions

  	
   

  	
  24

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 4.06

  	
   

  	
  SEC Reports

  	
   

  	
  24

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  ARTICLE 5

  	
   

  	
   

  
	
   

  	
   

  	
  SUCCESSORS

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 5.01

  	
   

  	
  Merger, Consolidation, or Sale of Assets

  	
   

  	
  24

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 5.02

  	
   

  	
  Successor Corporation Substituted

  	
   

  	
  25

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  ARTICLE 6

  	
   

  	
   

  
	
   

  	
   

  	
  DEFAULTS AND REMEDIES

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 6.01

  	
   

  	
  Events of Default

  	
   

  	
  25

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 6.02

  	
   

  	
  Acceleration

  	
   

  	
  26

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 6.03

  	
   

  	
  Section 6.03 Other Remedies

  	
   

  	
  27

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 6.04

  	
   

  	
  Waiver of Past Defaults

  	
   

  	
  27

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 6.05

  	
   

  	
  Control by Majority

  	
   

  	
  27

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 6.06

  	
   

  	
  Limitation on Suits

  	
   

  	
  27

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 6.07

  	
   

  	
  Rights of Holders of Notes to Receive Payment

  	
   

  	
  28

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 6.08

  	
   

  	
  Collection Suit by Trustee

  	
   

  	
  28

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 6.09

  	
   

  	
  Trustee May File Proofs of Claim

  	
   

  	
  28

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 6.10

  	
   

  	
  Priorities

  	
   

  	
  28

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 6.11

  	
   

  	
  Undertaking for Costs

  	
   

  	
  29

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  ARTICLE 7

  	
   

  	
   

  
	
   

  	
   

  	
  TRUSTEE

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 7.01

  	
   

  	
  Duties of Trustee

  	
   

  	
  29

  



 


iii

















 


	
  Section 7.02

  	
   

  	
  Rights of Trustee

  	
   

  	
  29

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 7.03

  	
   

  	
  Individual Rights of Trustee

  	
   

  	
  30

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 7.04

  	
   

  	
  Trustee’s Disclaimer

  	
   

  	
  31

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 7.05

  	
   

  	
  Notice of Defaults

  	
   

  	
  31

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 7.06

  	
   

  	
  Reports by Trustee to Holders of the Notes

  	
   

  	
  31

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 7.07

  	
   

  	
  Compensation and Indemnity

  	
   

  	
  31

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 7.08

  	
   

  	
  Replacement of Trustee

  	
   

  	
  32

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 7.09

  	
   

  	
  Successor Trustee by Merger, etc.

  	
   

  	
  33

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 7.10

  	
   

  	
  Eligibility; Disqualification

  	
   

  	
  33

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 7.11

  	
   

  	
  Preferential Collection of Claims Against Company

  	
   

  	
  33

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  ARTICLE 8

  	
   

  	
   

  
	
   

  	
   

  	
  LEGAL DEFEASANCE AND COVENANT DEFEASANCE

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 8.01

  	
   

  	
  Option to Effect Legal Defeasance or Covenant
  Defeasance

  	
   

  	
  33

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 8.02

  	
   

  	
  Legal Defeasance and Discharge

  	
   

  	
  33

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 8.03

  	
   

  	
  Covenant Defeasance

  	
   

  	
  34

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 8.04

  	
   

  	
  Conditions to Legal or Covenant Defeasance

  	
   

  	
  34

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 8.05

  	
   

  	
  Deposited Money and Government Securities to be Held
  in Trust; Other Miscellaneous Provisions

  	
   

  	
  35

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 8.06

  	
   

  	
  Repayment to Company

  	
   

  	
  35

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 8.07

  	
   

  	
  Reinstatement

  	
   

  	
  35

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  ARTICLE 9

  	
   

  	
   

  
	
   

  	
   

  	
  AMENDMENT, SUPPLEMENT AND WAIVER

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 9.01

  	
   

  	
  Without Consent of Holders of Notes

  	
   

  	
  36

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 9.02

  	
   

  	
  With Consent of Holders of Notes

  	
   

  	
  36

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 9.03

  	
   

  	
  Compliance with Trust Indenture Act

  	
   

  	
  37

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 9.04

  	
   

  	
  Revocation and Effect of Consents

  	
   

  	
  37

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 9.05

  	
   

  	
  Notation on or Exchange of Notes

  	
   

  	
  38

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 9.06

  	
   

  	
  Trustee to Sign Amendments, etc.

  	
   

  	
  38

  



 


iv

















 


	
   

  	
   

  	
  ARTICLE 10

  	
   

  	
   

  
	
   

  	
   

  	
  SATISFACTION AND DISCHARGE

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 10.01

  	
   

  	
  Satisfaction and Discharge

  	
   

  	
  38

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 10.02

  	
   

  	
  Application of Trust Money

  	
   

  	
  39

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  ARTICLE 11

  	
   

  	
   

  
	
   

  	
   

  	
  MISCELLANEOUS

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 11.01

  	
   

  	
  Trust Indenture Act Controls

  	
   

  	
  39

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 11.02

  	
   

  	
  Notices

  	
   

  	
  39

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 11.03

  	
   

  	
  Communication by Holders of Notes with Other Holders
  of Notes

  	
   

  	
  40

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 11.04

  	
   

  	
  Certificate and Opinion as to Conditions Precedent

  	
   

  	
  40

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 11.05

  	
   

  	
  Statements Required in Certificate or Opinion

  	
   

  	
  40

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 11.06

  	
   

  	
  Rules by Trustee and Agents

  	
   

  	
  40

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 11.07

  	
   

  	
  No Personal Liability of Directors, Officers,
  Employees and Stockholders

  	
   

  	
  40

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 11.08

  	
   

  	
  Governing Law

  	
   

  	
  40

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 11.09

  	
   

  	
  No Adverse Interpretation of Other Agreements

  	
   

  	
  41

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 11.10

  	
   

  	
  Successors

  	
   

  	
  41

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 11.11

  	
   

  	
  Severability

  	
   

  	
  41

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 11.12

  	
   

  	
  Counterpart Originals

  	
   

  	
  41

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 11.13

  	
   

  	
  Table of Contents, Headings, etc.

  	
   

  	
  41

  



 


EXHIBITS


 


	
  Exhibit A1

  	
  FORM OF
  NOTE

  
	
  Exhibit A2

  	
  FORM OF
  REGULATION S TEMPORARY GLOBAL NOTE

  
	
  Exhibit B

  	
  FORM OF
  CERTIFICATE OF TRANSFER

  
	
  Exhibit C

  	
  FORM OF
  CERTIFICATE OF EXCHANGE

  
	
  Exhibit D

  	
  FORM OF
  CERTIFICATE OF ACQUIRING INSTITUTIONAL ACCREDITED INVESTOR

  



 


v

















 


INDENTURE dated as of
                    ,
20     between Acorda Therapeutics, Inc., a Delaware
corporation (the “Company”) and
Wilmington Trust Company, a Delaware banking corporation (the “Trustee”).


 


The Company and the Trustee agree as
follows for the benefit of each other and for the equal and ratable benefit of
the Holders (as defined) of the  %
Senior Notes due 20 (the “Notes”):


 


ARTICLE 1

DEFINITIONS AND INCORPORATION

BY REFERENCE


 


Section 1.01                                Definitions.


 


“144A Global Note” means a Global Note substantially
in the form of Exhibit A1 hereto bearing the Global Note Legend and the
Private Placement Legend and deposited with or on behalf of, and registered in
the name of, the Depositary or its nominee that will be issued in a
denomination or denominations equal to the outstanding principal amount of the
Notes sold in reliance on Rule 144A.


 


“IAI
Global Note” means a Global Note held by an Institutional Accredited
Investor.


 


“Additional Notes” means additional Notes (other than
the Initial Notes) issued under this Indenture in accordance with Section 2.01
hereof, as part of the same series as the Initial Notes.


 


“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,” as used with respect to any Person, means the
possession, directly or indirectly, of the power to direct or cause the
direction of the management or policies of such Person, whether through the
ownership of voting securities, by agreement or otherwise.  For purposes of this definition, the terms “controlling,” “controlled by” and “under
common control with” have correlative meanings.


 


“Applicable
Procedures”
means, with respect to any transfer or exchange of or for beneficial interests
in any Global Note, the rules and procedures of the Depositary, Euroclear
and Clearstream that apply to such transfer or exchange.


 


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


 


“beneficial
owner” has the meaning assigned to such term in Rule 13d-3 and Rule 13d-5
under the Exchange Act, except that in calculating the beneficial ownership of
any particular “person” (as that term is used in Section 13(d)(3) of
the Exchange Act), such “person” will be deemed to have beneficial ownership of
all securities that such “person” has the right to acquire by conversion,
exchange or exercise of other securities, whether such right is currently
exercisable or is exercisable only after the passage of time.  The terms “beneficially owns” and “beneficially
owned” have a corresponding meaning.


 


“Board
of Directors” means:


 


(1)          with respect to a
corporation, the board of directors of the corporation or any committee thereof
duly authorized to act on behalf of such board;


 


(2)          with respect to a
partnership, the Board of Directors of the general partner of the partnership;


 


(3)          with respect to a
limited liability company, the managing member or members or any controlling
committee of managing members thereof; and


 


(4)          with respect to any
other Person, the board or committee of such Person serving a similar function.


 


“Business Day” means any day other than a Legal
Holiday.


 


“Capital Stock” means:


 


(1)          in the case of a
corporation, corporate stock;


 


1

















 


(2)          in the case of an
association or business entity, any and all shares, interests, participations,
rights or other equivalents (however designated) of corporate stock;


 


(3)          in the case of a
partnership or limited liability company, partnership interests (whether
general or limited) or membership interests; and


 


(4)          any other interest or
participation that confers on a Person the right to receive a share of the
profits and losses of, or distributions of assets of, the issuing Person, but
excluding from all of the foregoing any debt securities convertible into
Capital Stock, whether or not such debt securities include any right of
participation with Capital Stock.


 


“Clearstream” means Clearstream Banking, S.A, and
any and all successors thereto.


 


“Company”
means the party named as such in this Indenture, and any and all successors
thereto.


 


“Corporate Trust
Office of the Trustee” will be at the address of the Trustee specified in Section 11.02
hereof or such other address as to which the Trustee may give notice to the
Company.


 


“Custodian” means the Trustee, as custodian
with respect to the Notes in global form, or any successor entity thereto.


 


“Default” means any event that is, or with
the passage of time or the giving of notice or both would be, an Event of
Default.


 


“Definitive Note” means a certificated Note
registered in the name of the Holder thereof and issued in accordance with Section 2.06
hereof, substantially in the form of Exhibit A1 hereto except that such
Note shall not bear the Global Note Legend and shall not have the “Schedule of
Exchanges of Interests in the Global Note” attached thereto.


 


“Depositary” means, with respect to the Notes
issuable or issued in whole or in part in global form, the Person specified in Section 2.03
hereof as the Depositary with respect to the Notes, and any and all successors
thereto appointed as depositary hereunder and having become such pursuant to
the applicable provision of this Indenture.


 


“Euroclear” means Euroclear Bank, S.A./N.V., as
operator of the Euroclear system, and any and all successor thereto.


 


“Exchange Act” means the Securities Exchange Act
of 1934, as amended.


 


“Fair Market Value”
means the
value that would be paid by a willing buyer to an unaffiliated willing seller
in a transaction not involving distress or necessity of either party,
determined in good faith by the Board of Directors of the Company pursuant to a
resolution of the Board of Directors.


 


“GAAP” means generally accepted accounting
principles set forth in the opinions and pronouncements of the Public Company
Accounting Oversight Board (including the opinions and pronouncements of the
Accounting Principles Board of the American Institute of Certified Public
Accountants and statements and pronouncements of the Financial Accounting
Standards Board or in such other statements by such other entity that have been
adopted by the Public Company Accounting Oversight Board as constituting
generally accepted accounting principles or as have otherwise been approved by
a significant segment of the accounting profession), which are in effect on the
date of this Indenture.


 


“Global Note Legend” means the legend set forth in Section 2.06(f)(2) hereof,
which is required to be placed on all Global Notes issued under this Indenture.


 


“Global Notes” means, individually and
collectively, each of the Restricted Global Notes and the Unrestricted Global
Notes deposited with or on behalf of and registered in the name of the
Depository or its nominee, substantially in the form of Exhibit A1 hereto
and that bears the Global Note Legend and that has the “Schedule of Exchanges
of Interests in the Global Note” attached thereto, issued in accordance with Section 2.01,
2.06(b)(3), 2.06(b)(4), 2.06(d)(1), 2.06(d)(2) or 2.06(d)(3) hereof.


 


2

















 


“Government
Securities”
means direct obligations of, or obligations guaranteed by, the United States of
America, and the payment for which the United States pledges its full faith and
credit.


 


“Hedging Obligations” means, with respect to any
specified Person, the obligations of such Person under:


 


(1)          interest rate swap
agreements (whether from fixed to floating or from floating to fixed), interest
rate cap agreements and interest rate collar agreements;


 


(2)          other agreements or
arrangements designed to manage interest rates or interest rate risk; and


 


(3)          other agreements or
arrangements designed to protect such Person against fluctuations in currency
exchange rates or commodity prices.


 


“Holder” means a Person in whose name a Note
is registered.


 


“Indebtedness” means any and all Obligations of a
Person for money borrowed which, in accordance with GAAP, would be reflected on
the balance sheet of such Person as a liability on the date as of which
Indebtedness is to be determined.


 


“Indenture” means this Indenture, as amended or
supplemented from time to time.


 


“Indirect
Participant”
means a Person who holds a beneficial interest in a Global Note through a
Participant.


 


“Initial Notes” means the first
$              
aggregate principal amount of Notes issued under this Indenture on the date
hereof.


 


“Initial Purchasers” means
                                                                          .


 


“Institutional
Accredited Investor” means an institution that is an “accredited investor” as defined
in Rule 501(a)(1), (2), (3) or (7) under the Securities Act, who
are not also QIBs.


 


“Legal Holiday” means a Saturday, a Sunday or a day
on which banking institutions in the City of New York or at a place of payment
are authorized by law, regulation or executive order to remain closed.  If a payment date is a Legal Holiday at a
place of payment, payment may be made at that place on the next succeeding day
that is not a Legal Holiday, and no interest shall accrue on such payment for
the intervening period.


 


“Lien” means, with respect to any asset,
any mortgage, lien, pledge, charge, security interest or encumbrance of any
kind in respect of such asset, whether or not filed, recorded or otherwise
perfected under applicable law, including any conditional sale or other title
retention agreement, any lease in the nature thereof, any option or other
agreement to sell or give a security interest in and any filing of or agreement
to give any financing statement under the Uniform Commercial Code (or
equivalent statutes) of any jurisdiction.


 


“Non-U.S. Person” means a Person who is not a U.S.
Person.


 


“Notes” has the meaning assigned to it in
the preamble to this Indenture.  The
Initial Notes and any Additional Notes shall be treated as a single class for
all purposes under this Indenture, and unless the context otherwise requires,
all references to the Notes shall include the Initial Notes and any Additional
Notes.


 


“Obligations” means any principal, interest,
penalties, fees, indemnifications, reimbursements, damages and other
liabilities payable under the documentation governing any Indebtedness.


 


“Officer” means, with respect to any Person,
the Chairman of the Board, the Chief Executive Officer, the President, the
Chief Operating Officer, the Chief Financial Officer, Chief Accounting Officer,
the Treasurer, any Assistant Treasurer, the Controller, the Secretary or any
Vice-President of such Person.


 


“Officers’
Certificate”
means a certificate signed on behalf of the Company by two Officers of the
Company, one of whom must be the principal executive officer, the principal
financial officer, the treasurer or the principal accounting officer of the
Company, that meets the requirements of Section 11.05 hereof.


 


3

















 


“Opinion of Counsel” means an opinion from legal counsel
who may be an employee of or counsel for the Company, or other counsel
reasonably acceptable to the Trustee, that meets the requirements of Section 11.05
hereof.  The counsel may be an employee
of or counsel to the Company, any Subsidiary of the Company or the Trustee.


 


“Participant” means, with respect to the
Depositary, Euroclear or Clearstream, a Person who has an account with the
Depositary, Euroclear or Clearstream, respectively (and, with respect to DTC,
shall include Euroclear and Clearstream).


 


“Permitted Liens” means, with respect to any Person:


 


(1)          Liens securing
obligations other than Indebtedness;


 


(2)          pledges or deposits by
such Person under workers’ compensation laws, unemployment insurance laws or
similar legislation, or good faith deposits in connection with bids, tenders,
contracts (other than for the payment of Indebtedness) or leases to which such
Person is a party, or deposits to secure public or statutory obligations of
such Person or deposits of cash or United States government bonds to secure
surety or appeal bonds to which such Person is a party, or deposits as security
for contested taxes or import duties or for the payment of rent, in each case
incurred in the ordinary course of business;


 


(3)          Liens imposed by law,
such as carriers’, warehousemen’s and mechanics’ Liens, in each case for sums
not yet due or being contested in good faith by appropriate proceedings or
other Liens arising out of judgments or awards against such Person with respect
to which such Person shall then be proceeding with an appeal or other
proceedings for review;


 


(4)          Liens for taxes,
assessments or other governmental charges not yet due or payable or subject to
penalties for non-payment or which are being contested in good faith by
appropriate proceedings;


 


(5)          Liens in favor of
issuers of surety or performance bonds or letters of credit issued pursuant to
the request of and for the account of such Person in the ordinary course of its
business;


 


(6)          survey exceptions,
encumbrances, easements or reservations of, or rights of others for, licenses,
rights-of-way, sewers, electric lines, telegraph and telephone lines and other
similar purposes, or zoning or other restrictions as to the use of real
property or Liens incidental to the conduct of the business of such Person or
to the ownership of its properties which were not incurred in connection with
Indebtedness for borrowed money and which do not in the aggregate materially
adversely affect the value of said properties or materially impair their use in
the operation of the business of such Person;


 


(7)          Liens securing
Indebtedness incurred to finance the construction, purchase or lease of, or
repairs, improvements or additions to, property of such Person; provided, however,
that the Lien may not extend to any other property (other than property related
to the property being financed) owned by such Person or any of its Subsidiaries
at the time the Lien is incurred, and the Indebtedness (other than any interest
thereon) secured by the Lien may not be incurred more than 180 days after the
later of the acquisition, completion of construction, repair, improvement,
addition or commencement of full operation of the property subject to the Lien;


 


(8)          Liens existing on the
date of issuance of the Initial Notes;


 


(9)          Liens on property or
shares of stock of another Person at the time such other Person becomes a
Subsidiary of such Person; provided,
however, that such Liens are not
created, incurred or assumed in connection with, or in contemplation of, such
other Person becoming such a Subsidiary; provided
further, that such Liens do not
extend to any other property owned by such Person or any of its Subsidiaries,
except pursuant to after-acquired property clauses existing in the applicable
agreements at the time such Person becomes a Subsidiary which do not extend to
property transferred to such Person by the Company;


 


(10)             Liens on property at
the time such Person or any of its Subsidiaries acquires the property,
including any acquisition by means of a merger or consolidation with or into
such Person or any Subsidiary of such Person; provided,
however, that such Liens are not
created, incurred or assumed in connection with,


 


4














 


or in contemplation of,
such acquisition; provided  further, that the Liens do not extend to
any other property owned by such Person or any of its Subsidiaries;


 


(11)             Liens securing
Indebtedness or other obligations of a Subsidiary of such Person owing to such
Person;


 


(12)             Liens securing
Hedging Obligations;


 


(13)             Liens to secure any
refinancing, extension, renewal, refunding, repayment, redemption, defeasance,
retirement or replacement (or successive refinancings, extensions, renewals,
refundings, repayments, redemptions, defeasances, retirements or replacements,
as applicable) as a whole, or in part, of any Indebtedness secured by any Lien
referred to in the foregoing clauses (7), (8), (9) and (10); provided,
however, that:


 


(A) such new Lien shall be limited to all or part of the same
property that secured the original Lien (plus improvements, accessions,
proceeds, dividends or distributions in respect thereof); and


 


(B) the Indebtedness secured by such Lien at such time is not
increased to any amount greater than the sum of (i) the outstanding
principal amount or, if greater, committed amount of the Indebtedness secured
by Liens described under clauses (7), (8), (9) or (10) at the time
the original Lien became a Permitted Lien under this Indenture and (ii) an
amount necessary to pay any fees and expenses, including premiums, related to
such refinancing, extension, renewal, refunding, repayment, redemption,
defeasance, retirement or replacement, as applicable;


 


(14)                 judgment Liens
not giving rise to an Event of Default so long as any appropriate legal
proceedings which may have been duly initiated for the review of such judgment
have not been finally terminated or the period within which such proceedings
may be initiated has not expired;


 


(15)                 Liens arising from
Uniform Commercial Code financing statement filings regarding leases that do
not otherwise constitute Indebtedness entered into in the ordinary course of
business;


 


(16)                 Liens (including
leases and subleases of real property) which are not material to the conduct of
the business of the Company;


 


(17)                 Liens which
constitute bankers’ Liens, rights of set-off or similar rights and remedies as
to deposit accounts or other funds maintained with any bank or other financial
institution, whether arising by operation of law or pursuant to contract;


 


(18)                 Liens on specific
items of inventory or other goods and proceeds of any Person securing such
Person’s obligations in respect of bankers’ acceptances issued or created for
the account of such Person to facilitate the purchase, shipment or storage of
such inventory or other goods; and


 


(19)                 Liens on specific
items of inventory or other goods and related documentation (and proceeds
thereof) securing reimbursement obligations in respect of trade letters of
credit issued to ensure payment of the purchase price for such items of
inventory or other goods.


 


“Person” means any individual, corporation,
partnership, joint venture, association, joint-stock company, trust,
unincorporated organization, limited liability company or government or other
entity.


 


“Private Placement
Legend”
means the legend set forth in Section 2.06(f)(1) hereof to be placed
on all Notes issued under this Indenture except where otherwise permitted by
the provisions of this Indenture.


 


“QIB” means a “qualified institutional
buyer” as defined in Rule 144A.


 


“Regulation S” means Regulation S promulgated
under the Securities Act.


 


“Regulation S
Permanent Global Note” means a permanent Global Note substantially in the
form of Exhibit A1 hereto bearing the Global Note Legend and the Private
Placement Legend and deposited with or on 


 


5

















 


behalf
of and registered in the name of the Depositary or its nominee, issued in a
denomination equal to the outstanding principal amount of the Regulation S
Temporary Global Note upon expiration of the Restricted Period.


 


“Regulation S
Temporary Global Note” means a temporary Global Note substantially in the
form of Exhibit A2 hereto deposited with or on behalf of and registered in
the name of the Depositary or its nominee, issued in a denomination equal to
the outstanding principal amount of the Notes initially sold in reliance on Rule 903
of Regulation S.


 


“Responsible
Officer,”
when used with respect to the Trustee, means any officer within the corporate
trust department of the Trustee (or any successor group of the Trustee),
including any vice president, assistant vice president, assistant secretary,
assistant treasurer, trust officer or any other officer of the Trustee, as
applicable, who customarily performs functions similar to those performed by
the Persons who at the time shall be such officers, respectively, or to whom
any corporate trust matter is referred because of such Person’s knowledge of
and familiarity with the particular subject and who shall in each case have
direct responsibility for the administration of this Indenture.


 


“Restricted
Definitive Note”
means a Definitive Note bearing the Private Placement Legend.


 


“Restricted Global
Note” means
a Global Note bearing the Private Placement Legend.


 


“Restricted Period” means the 40-day distribution
compliance period as defined in Regulation S.


 


“Rule 144” means Rule 144 promulgated
under the Securities Act.


 


“Rule 144A” means Rule 144A promulgated
under the Securities Act.


 


“Rule 903” means Rule 903 promulgated
under the Securities Act.


 


“Rule 904” means Rule 904 promulgated
under the Securities Act.


 


“Sale/Leaseback
Transaction” means an arrangement relating to property, plant or
equipment now owned or hereinafter acquired by the Company or a Subsidiary
thereof whereby the Company or a Subsidiary thereof transfers such property,
plant or equipment to a Person and the Company or such Subsidiary leases it
from such Person, other than (i) leases between the Company and a
Subsidiary thereof or between Subsidiaries thereof or (ii) any such
transaction entered into with respect to any property, plant or equipment or
any improvements thereto at the time of, or within 180 days after, the
acquisition or completion of construction of such property, plant or equipment
(or, if later, the commencement of commercial operation of any such property,
plant or equipment), as the case may be, to finance the cost of such property,
plant or equipment, or such improvements, as the case may be.


 


“SEC” means the Securities and Exchange
Commission.


 


“Securities Act” means the Securities Act of 1933,
as amended.


 


“Significant
Subsidiary”
means any Subsidiary that would be a “significant subsidiary” as defined in Article 1,
Rule 1-02 of Regulation S-X, promulgated pursuant to the Securities Act,
as such Regulation is in effect on the date of this Indenture.


 


“Subsidiary” means, with respect to any
specified Person:


 


(1)          any corporation,
association or other business entity of which more than 50% of the total voting
power of shares of Capital Stock entitled (without regard to the occurrence of
any contingency and after giving effect to any voting agreement or stockholders’
agreement that effectively transfers voting power) to vote in the election of
directors, managers or trustees of the corporation, association or other
business entity is at the time owned or controlled, directly or indirectly, by
that Person or one or more of the other Subsidiaries of that Person (or a
combination thereof); and


 


(2)          any partnership (a) the
sole general partner or the managing general partner of which is such Person or
a Subsidiary of such Person or (b) the only general partners of which are
that Person or one or more Subsidiaries of that Person (or any combination thereof).


 


6

















 


“TIA” means the Trust Indenture Act of
1939, as amended (15 U.S.C. §§ 77aaa-77bbbb).


 


“Trustee” means the party named as such in
this Indenture until a successor replaces it in accordance with the applicable
provisions of this Indenture and thereafter means the successor serving
hereunder.


 


“Unrestricted
Definitive Note”
means a Definitive Note that does not bear and is not required to bear the
Private Placement Legend.


 


“Unrestricted
Global Note”
means a Global Note that does not bear and is not required to bear the Private
Placement Legend.


 


“U.S. Person” means a U.S. Person as defined in Rule 902(k) promulgated
under the Securities Act.


 


Section 1.02                                Other
Definitions.


 


	
  Term

  	
   

  	
  Defined in Section

  
	
   

  	
   

  	
   

  
	
  “Authentication
  Order”

  	
   

  	
  2.02

  
	
   

  	
   

  	
   

  
	
  “Covenant
  Defeasance”

  	
   

  	
  8.03

  
	
   

  	
   

  	
   

  
	
  “DTC”

  	
   

  	
  2.03

  
	
   

  	
   

  	
   

  
	
  “Event
  of Default”

  	
   

  	
  6.01

  
	
   

  	
   

  	
   

  
	
  “Legal
  Defeasance”

  	
   

  	
  8.02

  
	
   

  	
   

  	
   

  
	
  “Paying
  Agent”

  	
   

  	
  2.03

  
	
   

  	
   

  	
   

  
	
  “Payment
  Default”

  	
   

  	
  6.01

  
	
   

  	
   

  	
   

  
	
  “Redemption
  Date”

  	
   

  	
  3.07

  
	
   

  	
   

  	
   

  
	
  “Registrar”

  	
   

  	
  2.03

  
	
   

  	
   

  	
   

  



 


Section 1.03                                Incorporation
by Reference of Trust Indenture Act.


 


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


 


The following TIA terms used in this
Indenture have the following meanings:


 


“indenture trustee” means the Trustee; and


 


“obligor” on the Notes means the Company and
any successor obligor upon the Notes.


 


All other terms used in this
Indenture and not otherwise defined that are defined by the TIA, defined by TIA
with reference to another statute or defined by SEC rule under the TIA
have the meanings so assigned to them.


 


Section 1.04                                Rules of
Construction.


 


Unless the context otherwise
requires:


 


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


 


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


 


(3)          “or” is not exclusive;


 


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


 


(5)          “will” shall be
interpreted to express a command;


 


7

















 


(6)          provisions apply to
successive events and transactions;


 


(7)          “including” means
including without limitation; and


 


(8)          references to sections
of or rules under the Securities Act will be deemed to include substitute,
replacement of successor sections or rules adopted by the SEC from time to
time.


 


ARTICLE 2

THE NOTES


 


Section 2.01                                Form and
Dating.


 


(a)          General. The Notes and the Trustee’s
certificate of authentication will be substantially in the form of Exhibits A1
and A2 hereto.  The Notes may have
notations, legends or endorsements required by law, stock exchange rule or
usage.  Each Note will be dated the date
of its authentication.  The Notes shall
be in denominations of $1,000 and integral multiples thereof; provided, however,
that the Company may from time to time issue, and may instruct the Trustee to
authenticate, pursuant to an Authentication Order, one or more Global Notes or
Definitive Notes in denominations less than $1,000 in exchange for one or more
outstanding Global Notes if, and solely to the extent that, reliance on this
proviso is necessary to accommodate book-entry positions that have been created
in denominations less than $1,000 by the Depositary.


 


The Company shall be entitled to issue
Additional Notes under this Indenture, which Additional Notes shall be of the
same series as the Initial Notes and have identical terms as the Initial Notes,
other than with respect to the date of issuance and the issuance price.


 


The terms and provisions contained in
the Notes will constitute, and are hereby expressly made, a part of this
Indenture and the Company and the Trustee, by their execution and delivery of
this Indenture, expressly agree to such terms and provisions and to be bound
thereby.  However, to the extent any
provision of any Note conflicts with the express provisions of this Indenture,
the provisions of this Indenture shall govern and be controlling.


 


(b)         Global Notes.  Notes issued in global form will be
substantially in the form of Exhibits A1 or A2 hereto (including the Global
Note Legend thereon and the “Schedule of Exchanges of Interests in the Global
Note” attached thereto).  Notes issued in
definitive form will be substantially in the form of Exhibit A1 hereto
(but without the Global Note Legend thereon and without the “Schedule of
Exchanges of Interests in the Global Note” attached thereto).  Each Global Note will represent such of the
outstanding Notes as will be specified therein and each shall provide that it
represents the aggregate principal amount of outstanding Notes from time to
time endorsed thereon and that the aggregate principal amount of outstanding
Notes represented thereby may from time to time be reduced or increased, as
appropriate, to reflect exchanges and redemptions.  Any endorsement of a Global Note to reflect
the amount of any increase or decrease in the aggregate principal amount of
outstanding Notes represented thereby will be made by the Trustee or the
Custodian, at the direction of the Trustee, in accordance with instructions
given by the Holder thereof as required by Section 2.06 hereof.


 


(c)          Temporary Global Notes. Notes offered and
sold in reliance on Regulation S will be issued initially in the form of the
Regulation S Temporary Global Note, which will be deposited on behalf of the
purchasers of the Notes represented thereby with the Trustee, at the Corporate
Trust Office of the Trustee, as custodian for the Depositary, and registered in
the name of the Depositary or the nominee of the Depositary for the accounts of
designated agents holding on behalf of Euroclear or Clearstream, duly executed
by the Company and authenticated by the Trustee as hereinafter provided.  The Restricted Period will be terminated upon
the receipt by the Trustee of:


 


(1)          a written certificate
from the Depositary, together with copies of certificates from Euroclear and
Clearstream certifying that they have received certification of non-United
States beneficial ownership of 100% of the aggregate principal amount of the
Regulation S Temporary Global Note (except to the extent of any beneficial
owners thereof who acquired an interest therein during the Restricted Period
pursuant to another exemption from registration under the Securities Act and
who will take delivery of a beneficial ownership interest in a 144A Global Note
or an IAI Global Note bearing a Private Placement Legend, all as contemplated
by Section 2.06 hereof); and


 


(2)          an Officers’ Certificate
from the Company.


 


8

















 


Following the termination of the
Restricted Period, beneficial interests in the Regulation S Temporary Global
Note will be exchanged for beneficial interests in the Regulation S Permanent
Global Note pursuant to the Applicable Procedures.  Simultaneously with the authentication of the
Regulation S Permanent Global Note, the Trustee will cancel the Regulation S
Temporary Global Note.  The aggregate
principal amount of the Regulation S Temporary Global Note and the Regulation S
Permanent Global Note may from time to time be increased or decreased by
adjustments made on the records of the Trustee and the Depositary or its
nominee, as the case may be, in connection with transfers of interest as
hereinafter provided.


 


(3)          Euroclear and Clearstream Procedures Applicable.  The provisions of the “Operating
Procedures of the Euroclear System” and “Terms and Conditions Governing Use of
Euroclear” and the “General Terms and Conditions of Clearstream Banking” and “Customer
Handbook” of Clearstream (or of any successor documents of the foregoing) will
be applicable to transfers of beneficial interests in the Regulation S
Temporary Global Note and the Regulation S Permanent Global Note that are held
by Participants through Euroclear or Clearstream.


 


Section 2.02                                Execution
and Authentication.


 


At least one Officer must sign the
Notes for the Company by manual or facsimile signature.


 


If an Officer whose signature is on a
Note no longer holds that office at the time a Note is authenticated, the Note
will nevertheless be valid.


 


A Note will not be valid until
authenticated by the manual signature of the Trustee. The signature will be
conclusive evidence that the Note has been authenticated under this Indenture.


 


The Trustee will, upon receipt of a
written order of the Company signed by two Officers (an “Authentication Order”), authenticate Notes
for original issue that may be validly issued under this Indenture, including
any Additional Notes.  The aggregate
principal amount of Notes outstanding at any time may not exceed the aggregate principal
amount of Notes authorized for issuance by the Company pursuant to one or more
Authentication Orders, except as provided in Section 2.07 hereof.


 


The Trustee may appoint an
authenticating agent acceptable to the Company to authenticate Notes.  An authenticating agent may authenticate
Notes whenever the Trustee may do so. 
Each reference in this Indenture to authentication by the Trustee
includes authentication by such agent. 
An authenticating agent has the same rights as an Agent to deal with
Holders or an Affiliate of the Company.


 


Section 2.03                                Registrar
and Paying Agent.


 


The Company will maintain an office
or agency where Notes may be presented for registration of transfer or for
exchange (“Registrar”) and an
office or agency where Notes may be presented for payment (“Paying Agent”).  The Registrar will keep a register of the
Notes and of their transfer and exchange. 
The Company may appoint one or more co-registrars and one or more
additional paying agents.  The term “Registrar”
includes any co-registrar and the term “Paying Agent” includes any additional
paying agent.  The Company may change any
Paying Agent or Registrar without notice to any Holder.  The Company will notify the Trustee in
writing of the name and address of any Agent not a party to this
Indenture.  If the Company fails to
appoint or maintain another entity as Registrar or Paying Agent, the Trustee
shall act as such.  The Company or any of
its Subsidiaries may act as Paying Agent or Registrar.


 


The Company initially appoints The Depository
Trust Company (“DTC”) to act as
Depositary with respect to the Global Notes.


 


The Company initially appoints the
Trustee to act as the Registrar and Paying Agent and to act as Custodian with
respect to the Global Notes.


 


Section 2.04                                Paying
Agent to Hold Money in Trust.


 


The Company will require each Paying
Agent other than the Trustee to agree in writing that the Paying Agent will
hold in trust for the benefit of Holders or the Trustee all money held by the
Paying Agent for the payment of all amounts payable to the Trustee under the
first clause of Section 6.10, and of principal, premium, if any, and 


 


9

















 


interest
on the Notes, and will notify the Trustee in writing of any default by the
Company in making any such payment. 
While any such default continues, the Trustee may require a Paying Agent
to pay all money held by it to the Trustee. 
The Company at any time may require a Paying Agent to pay all money held
by it to the Trustee and to account for any monies already paid.  Upon payment over to the Trustee, the Paying
Agent (if other than the Company or a Subsidiary) will have no further
liability for the money.  If the Company
or a Subsidiary acts as Paying Agent, it will segregate and hold in a separate
trust fund for the benefit of the Holders or the Trustee all money held by it
as Paying Agent.  Upon any bankruptcy or
reorganization proceedings relating to the Company, the Trustee will serve as
Paying Agent for the Notes.


 


Section 2.05                                Holder
Lists.


 


The Trustee will preserve in as
current a form as is reasonably practicable the most recent list available to
it of the names and addresses of all Holders and shall otherwise comply with
TIA § 312(a).  If the Trustee is not
the Registrar, the Company will furnish to the Trustee at least seven Business
Days before each interest payment date and at such other times as the Trustee
may request in writing, a list in such form and as of such date as the Trustee
may reasonably require of the names and addresses of the Holders of Notes and
the Company shall otherwise comply with TIA § 312(a).


 


Section 2.06                                Transfer
and Exchange.


 


(a)          Transfer and Exchange of Global Notes.  A Global Note may not be transferred except
as a whole by the Depositary to a nominee of the Depositary, by a nominee of
the Depositary to the Depositary or to another nominee of the Depositary, or by
the Depositary or any such nominee to a successor Depositary or a nominee of
such successor Depositary. All Global Notes will be exchanged by the Company
for Definitive Notes if:


 


(1)          the Company delivers to
the Trustee written notice from the Depositary that it is unwilling or unable
to continue to act as Depositary or that it is no longer a clearing agency
registered under the Exchange Act and, in either case, a successor Depositary
is not appointed by the Company within 120 days after the date of such notice
from the Depositary;


 


(2)          the Company delivers
written notice to the Trustee that the Company, in its sole discretion, has
determined that the Global Notes (in whole but not in part) should be exchanged
for Definitive Notes and delivers a written notice to such effect to the
Trustee; provided that in no
event shall the Regulation S Temporary Global Note be exchanged by the Company
for Definitive Notes prior to (A) the expiration of the Restricted Period
and (B) the receipt by the Registrar of any certificates required pursuant
to Rule 903(b)(3)(ii)(B) under the Securities Act; or


 


(3)          the Company delivers
written notice to the Trustee that there has occurred and is continuing a
Default or Event of Default with respect to the Notes.


 


Upon the occurrence of either of the
preceding events in (1), (2) or (3) above, Definitive Notes shall be
issued in such names as the Depositary shall instruct the Trustee.  Global Notes also may be exchanged or
replaced, in whole or in part, as provided in Sections 2.07 and 2.10
hereof.  Every Note authenticated and
delivered in exchange for, or in lieu of, a Global Note or any portion thereof,
pursuant to this Section 2.06 or Section 2.07 or 2.10 hereof, shall
be authenticated and delivered substantially in the form of, and shall be, a
Global Note.  A Global Note may not be
exchanged for another Note other than as provided in this Section 2.06(a),
however, beneficial interests in a Global Note may be transferred and exchanged
as provided in Section 2.06(b) or (c) hereof.


 


(b)         Transfer and Exchange of Beneficial Interests in the
Global Notes.  The transfer
and exchange of beneficial interests in the Global Notes will be effected
through the Depositary, in accordance with the provisions of this Indenture and
the Applicable Procedures.  Beneficial
interests in the Restricted Global Notes will be subject to restrictions on
transfer comparable to those set forth herein to the extent required by the
Securities Act.  Transfers of beneficial
interests in the Global Notes also will require compliance with either
subparagraph (1) or (2) below, as applicable, as well as one or more
of the other following subparagraphs, as applicable:


 


(1)          Transfer of Beneficial Interests in the Same Global
Note.  Beneficial interests in
any Restricted Global Note may be transferred to Persons who take delivery
thereof in the form of a beneficial interest in the same Restricted Global Note
in accordance with the transfer restrictions set forth in the 


 


10

















 


Private Placement Legend;
provided, however, that prior to
the expiration of the Restricted Period, transfers of beneficial interests in
the Regulation S Temporary  Global
Note may not be made to a U.S. Person or for the account or benefit of a U.S.
Person (other than an Initial Purchaser). 
Beneficial interests in any Unrestricted Global Note may be transferred
to Persons who take delivery thereof in the form of a beneficial interest in an
Unrestricted Global Note.  No written
orders or instructions shall be required to be delivered to the Registrar to
effect the transfers described in this Section 2.06(b)(1).


 


(2)          All Other Transfers and Exchanges of Beneficial
Interests in Global Notes. In connection with all transfers and
exchanges of beneficial interests that are not subject to Section 2.06(b)(1) above,
the transferor of such beneficial interest must deliver to the Registrar
either:


 


(A)      both:


 


(i)             a written order from
a Participant or an Indirect Participant given to the Depositary in accordance
with the Applicable Procedures directing the Depositary to credit or cause to
be credited a beneficial interest in another Global Note in an amount equal to the
beneficial interest to be transferred or exchanged; and


 


(ii)          instructions given in
accordance with the Applicable Procedures containing information regarding the
Participant account to be credited with such increase; or


 


(B)        both:


 


(i)             a written order from
a Participant or an Indirect Participant given to the Depositary in accordance
with the Applicable Procedures directing the Depositary to cause to be issued a
Definitive Note in an amount equal to the beneficial interest to be transferred
or exchanged; and


 


(ii)          instructions given by
the Depositary to the Registrar containing information regarding the Person in
whose name such Definitive Note shall be registered to effect the transfer or
exchange referred to in (1) above;


 


provided that in no event shall Definitive
Notes be issued upon the transfer or exchange of beneficial interests in the
Regulation S Temporary Global Note prior to (A) the expiration of the
Restricted Period and (B) the receipt by the Registrar of any certificates
required pursuant to Rule 903 under the Securities Act.


 


Upon
satisfaction of all of the requirements for transfer or exchange of beneficial
interests in Global Notes contained in this Indenture and the Notes or
otherwise applicable under the Securities Act, the Trustee shall adjust the
principal amount of the relevant Global Note(s) pursuant to Section 2.06(g) hereof.


 


(3)          Transfer of Beneficial Interests to Another
Restricted Global Note.  A
beneficial interest in any Restricted Global Note may be transferred to a
Person who takes delivery thereof in the form of a beneficial interest in
another Restricted Global Note if the transfer complies with the requirements
of Section 2.06(b)(2) above and the Registrar receives the following:


 


(A)      if the
transferee will take delivery in the form of a beneficial interest in the 144A
Global Note, then the transferor must deliver a certificate in the form of Exhibit B
hereto, including the certifications in item (1) thereof;


 


(B)        if the
transferee will take delivery in the form of a beneficial interest in the
Regulation S Temporary Global Note or the Regulation S Permanent Global Note,
then the transferor must deliver a certificate in the form of Exhibit B
hereto, including the certifications in item (2) thereof; and


 


(C)        if the
transferee will take delivery in the form of a beneficial interest in the IAI
Global Note, then the transferor must deliver a certificate in the form of Exhibit B
hereto, 


 


11

















 


including the
certifications, certificates and Opinion of Counsel required by item (3) thereof,
if applicable.


 


(4)          Transfer and
Exchange of Beneficial Interests in a Restricted Global Note for Beneficial
Interests in an Unrestricted Global Note.  A beneficial interest in any Restricted
Global Note may be exchanged by any holder thereof for a beneficial interest in
an Unrestricted Global Note or transferred to a Person who takes delivery
thereof in the form of a beneficial interest in an Unrestricted Global Note if
the exchange or transfer complies with the requirements of Section 2.06(b)(2) above
and the Registrar receives the following:


 


(A)      if the holder
of such beneficial interest in a Restricted Global Note proposes to exchange
such beneficial interest for a beneficial interest in an Unrestricted Global
Note, a certificate from such holder in the form of Exhibit C hereto,
including the certifications in item (1)(a) thereof; or


 


(B)        if the holder
of such beneficial interest in a Restricted Global Note proposes to transfer
such beneficial interest to a Person who shall take delivery thereof in the
form of a beneficial interest in an Unrestricted Global Note, a certificate
from such holder in the form of Exhibit B hereto, including the
certifications in item (4) thereof;


 


and, in each such case set forth in this subparagraph
(4), if the Registrar so requests or if the Applicable Procedures so require,
an Opinion of Counsel in form reasonably acceptable to the Registrar to the
effect that such exchange or transfer is in compliance with the Securities Act
and that the restrictions on transfer contained herein and in the Private
Placement Legend are no longer required in order to maintain compliance with
the Securities Act.


 


If any such transfer is effected pursuant to
subparagraph (4) above at a time when an Unrestricted Global Note has not
yet been issued, the Company shall issue and, upon receipt of an Authentication
Order in accordance with Section 2.02 hereof, the Trustee shall
authenticate one or more Unrestricted Global Notes in an aggregate principal
amount equal to the aggregate principal amount of beneficial interests
transferred pursuant to subparagraph (4) above.


 


Beneficial interests in an Unrestricted Global Note cannot be exchanged
for, or transferred to Persons who take delivery thereof in the form of, a
beneficial interest in a Restricted Global Note.


 


(c)          Transfer or
Exchange of Beneficial Interests for Definitive Notes.


 


(1)          Beneficial Interests in Restricted Global Notes to
Restricted Definitive Notes.  If
any holder of a beneficial interest in a Restricted Global Note proposes to
exchange such beneficial interest for a Restricted Definitive Note or to
transfer such beneficial interest to a Person who takes delivery thereof in the
form of a Restricted Definitive Note, then, upon receipt by the Registrar of
the following documentation:


 


(A)      if the holder
of such beneficial interest in a Restricted Global Note proposes to exchange
such beneficial interest for a Restricted Definitive Note, a certificate from
such holder in the form of Exhibit C hereto, including the certifications
in item (2)(a) thereof;


 


(B)        if such
beneficial interest is being transferred to a QIB in accordance with Rule 144A,
a certificate to the effect set forth in Exhibit B hereto, including the
certifications in item (1) thereof;


 


(C)        if such
beneficial interest is being transferred to a Non-U.S. Person in an offshore
transaction in accordance with Rule 903 or Rule 904, a certificate to
the effect set forth in Exhibit B hereto, including the certifications in
item (2) thereof;


 


(D)       if such
beneficial interest is being transferred pursuant to an exemption from the
registration requirements of the Securities Act in accordance with Rule 144,
a certificate to the effect set forth in Exhibit B hereto, including the
certifications in item (3)(a) thereof;


 


12

















 


(E)         if such
beneficial interest is being transferred to an Institutional Accredited
Investor in reliance on an exemption from the registration requirements of the
Securities Act other than those listed in subparagraphs (B) through (D) above,
a certificate to the effect set forth in Exhibit B hereto, including the
certifications, certificates and Opinion of Counsel required by item (3) thereof,
if applicable;


 


(F)         if such
beneficial interest is being transferred to the Company or any of its
Subsidiaries, a certificate to the effect set forth in Exhibit B hereto,
including the certifications in item (3)(b) thereof; or


 


(G)        if such
beneficial interest is being transferred pursuant to an effective registration
statement under the Securities Act, a certificate to the effect set forth in Exhibit B
hereto, including the certifications in item (3)(c) thereof,


 


the Trustee shall cause the aggregate principal amount of the
applicable Global Note to be reduced accordingly pursuant to Section 2.06(g) hereof,
and the Company shall execute and upon receipt of an Authentication Order in
accordance with Section 2.02 hereof the Trustee shall authenticate and
deliver to the Person designated in the instructions a Definitive Note in the
appropriate principal amount.  Any
Definitive Note issued in exchange for a beneficial interest in a Restricted
Global Note pursuant to this Section 2.06(c) shall be registered in
such name or names and in such authorized denomination or denominations as the
holder of such beneficial interest shall instruct the Registrar through
instructions from the Depositary and the Participant or Indirect
Participant.  The Trustee shall deliver
such Definitive Notes to the Persons in whose names such Notes are so
registered.  Any Definitive Note issued
in exchange for a beneficial interest in a Restricted Global Note pursuant to
this Section 2.06(c)(1) shall bear the Private Placement Legend and
shall be subject to all restrictions on transfer contained therein.


 


(2)          Beneficial Interests in Regulation S Temporary Global
Note to Definitive Notes.  Notwithstanding
Sections 2.06(c)(1)(A) and (C) hereof, a beneficial interest in the
Regulation S Temporary Global Note may not be exchanged for a Definitive Note
or transferred to a Person who takes delivery thereof in the form of a
Definitive Note prior to (A) the expiration of the Restricted Period and (B) the
receipt by the Registrar of any certificates required pursuant to Rule 903(b)(3)(ii)(B) under
the Securities Act, except in the case of a transfer pursuant to an exemption
from the registration requirements of the Securities Act other than Rule 903
or Rule 904.


 


(3)          Beneficial Interests in Restricted Global Notes to
Unrestricted Definitive Notes.  A
holder of a beneficial interest in a Restricted Global Note may exchange such
beneficial interest for an Unrestricted Definitive Note or may transfer such
beneficial interest to a Person who takes delivery thereof in the form of an
Unrestricted Definitive Note only if the Registrar receives the following:


 


(A)      if the holder
of such beneficial interest in a Restricted Global Note proposes to exchange
such beneficial interest for an Unrestricted Definitive Note, a certificate
from such holder in the form of Exhibit C hereto, including the
certifications in item (1)(b) thereof; or


 


(B)        if the holder
of such beneficial interest in a Restricted Global Note proposes to transfer
such beneficial interest to a Person who shall take delivery thereof in the
form of an Unrestricted Definitive Note, a certificate from such holder in the
form of Exhibit B hereto, including the certifications in item (4) thereof;


 


and,
in each such case set forth in this subparagraph (3), if the Registrar so
requests or if the Applicable Procedures so require, an Opinion of Counsel in
form reasonably acceptable to the Registrar to the effect that such exchange or
transfer is in compliance with the Securities Act and that the restrictions on
transfer contained herein and in the Private Placement Legend are no longer
required in order to maintain compliance with the Securities Act.


 


(4)          Beneficial Interests in Unrestricted Global Notes to
Unrestricted Definitive Notes. If any holder of a beneficial
interest in an Unrestricted Global Note proposes to exchange such beneficial
interest for a Definitive Note or to transfer such beneficial interest to a
Person who takes delivery thereof in the 


 


13

















 


form of a Definitive
Note, then, upon satisfaction of the conditions set forth in Section 2.06(b)(2) hereof,
the Trustee will cause the aggregate principal amount of the applicable Global
Note to be reduced accordingly pursuant to Section 2.06(g) hereof,
and the Company will execute and upon receipt of an Authentication Order in
accordance with Section 2.02 hereof the Trustee will authenticate and
deliver to the Person designated in the instructions a Definitive Note in the
appropriate principal amount.  Any
Definitive Note issued in exchange for a beneficial interest pursuant to this Section 2.06(c)(4) will
be registered in such name or names and in such authorized denomination or
denominations as the holder of such beneficial interest requests through
instructions to the Registrar from or through the Depositary and the
Participant or Indirect Participant.  The
Trustee will deliver such Definitive Notes to the Persons in whose names such
Notes are so registered.  Any Definitive
Note issued in exchange for a beneficial interest pursuant to this Section 2.06(c)(4) will
not bear the Private Placement Legend.


 


(d)         Transfer and
Exchange of Definitive Notes for Beneficial Interests.


 


(1)          Restricted Definitive Notes to Beneficial Interests
in Restricted Global Notes.  If
any Holder of a Restricted Definitive Note proposes to exchange such Note for a
beneficial interest in a Restricted Global Note or to transfer such Restricted
Definitive Notes to a Person who takes delivery thereof in the form of a
beneficial interest in a Restricted Global Note, then, upon receipt by the
Registrar of the following documentation:


 


(A)      if the Holder
of such Restricted Definitive Note proposes to exchange such Note for a
beneficial interest in a Restricted Global Note, a certificate from such Holder
in the form of Exhibit C hereto, including the certifications in item (2)(b) thereof;


 


(B)        if such
Restricted Definitive Note is being transferred to a QIB in accordance with Rule 144A,
a certificate to the effect set forth in Exhibit B hereto, including the
certifications in item (1) thereof;


 


(C)        if such
Restricted Definitive Note is being transferred to a Non-U.S. Person in an
offshore transaction in accordance with Rule 903 or Rule 904, a
certificate to the effect set forth in Exhibit B hereto, including the
certifications in item (2) thereof;


 


(D)       if such
Restricted Definitive Note is being transferred pursuant to an exemption from
the registration requirements of the Securities Act in accordance with Rule 144,
a certificate to the effect set forth in Exhibit B hereto, including the
certifications in item (3)(a) thereof;


 


(E)         if such
Restricted Definitive Note is being transferred to an Institutional Accredited
Investor in reliance on an exemption from the registration requirements of the
Securities Act other than those listed in subparagraphs (B) through (D) above,
a certificate to the effect set forth in Exhibit B hereto, including the
certifications, certificates and Opinion of Counsel required by item (3) thereof,
if applicable;


 


(F)         if such
Restricted Definitive Note is being transferred to the Company or any of its
Subsidiaries, a certificate to the effect set forth in Exhibit B hereto,
including the certifications in item (3)(b) thereof; or


 


(G)        if such
Restricted Definitive Note is being transferred pursuant to an effective
registration statement under the Securities Act, a certificate to the effect
set forth in Exhibit B hereto, including the certifications in item (3)(c) thereof,


 


the
Trustee will cancel the Restricted Definitive Note, increase or cause to be
increased the aggregate principal amount of, in the case of clause (A) above,
the appropriate Restricted Global Note, in the case of clause (B) above,
the 144A Global Note, in the case of clause (C) above, the Regulation S
Global Note, and in all other cases, the IAI Global Note.


 


(2)          Restricted Definitive Notes to Beneficial Interests
in Unrestricted Global Notes.  A
Holder of a Restricted Definitive Note may exchange such Note for a beneficial
interest in an Unrestricted Global


 


14














 


Note or transfer such
Restricted Definitive Note to a Person who takes delivery thereof in the form
of a beneficial interest in an Unrestricted Global Note only if the Registrar
receives the following:


 


(A)      if the Holder
of such Definitive Notes proposes to exchange such Notes for a beneficial
interest in the Unrestricted Global Note, a certificate from such Holder in the
form of Exhibit C hereto, including the certifications in item (1)(c) thereof;
or


 


(B)        if the Holder
of such Definitive Notes proposes to transfer such Notes to a Person who shall
take delivery thereof in the form of a beneficial interest in the Unrestricted
Global Note, a certificate from such Holder in the form of Exhibit B
hereto, including the certifications in item (4) thereof;


 


and, in
each such case set forth in this subparagraph (2), if the Registrar so requests
or if the Applicable Procedures so require, an Opinion of Counsel in form
reasonably acceptable to the Registrar to the effect that such exchange or
transfer is in compliance with the Securities Act and that the restrictions on
transfer contained herein and in the Private Placement Legend are no longer
required in order to maintain compliance with the Securities Act.


 


Upon satisfaction of the conditions
of any of the subparagraphs in this Section 2.06(d)(2), the Trustee will
cancel the Definitive Notes and increase or cause to be increased the aggregate
principal amount of the Unrestricted Global Note.


 


(3)          Unrestricted Definitive Notes to Beneficial Interests
in Unrestricted Global Notes.  A
Holder of an Unrestricted Definitive Note may exchange such Note for a
beneficial interest in an Unrestricted Global Note or transfer such Definitive
Notes to a Person who takes delivery thereof in the form of a beneficial
interest in an Unrestricted Global Note at any time.  Upon receipt of a request for such an
exchange or transfer, the Trustee will cancel the applicable Unrestricted
Definitive Note and increase or cause to be increased the aggregate principal
amount of one of the Unrestricted Global Notes.


 


If any such exchange or transfer from a Definitive
Note to a beneficial interest is effected pursuant to subparagraphs (2) or
(3) above at a time when an Unrestricted Global Note has not yet been
issued, the Company will issue and, upon receipt of an Authentication Order in
accordance with Section 2.02 hereof, the Trustee will authenticate one or
more Unrestricted Global Notes in an aggregate principal amount equal to the
principal amount of Definitive Notes so transferred.


 


(e)          Transfer and Exchange of Definitive Notes for
Definitive Notes.  Upon
request by a Holder of Definitive Notes and such Holder’s compliance with the
provisions of this Section 2.06(e), the Registrar will register the
transfer or exchange of Definitive Notes. 
Prior to such registration of transfer or exchange, the requesting
Holder must present or surrender to the Registrar the Definitive Notes duly
endorsed or accompanied by a written instruction of transfer in form
satisfactory to the Registrar duly executed by such Holder or by its attorney,
duly authorized in writing.  In addition,
the requesting Holder must provide any additional certifications, documents and
information, as applicable, required pursuant to the following provisions of
this Section 2.06(e).


 


(1)          Restricted Definitive Notes to Restricted Definitive
Notes.  Any Restricted
Definitive Note may be transferred to and registered in the name of Persons who
take delivery thereof in the form of a Restricted Definitive Note if the
Registrar receives the following:


 


(A)      if the transfer
will be made pursuant to Rule 144A, then the transferor must deliver a
certificate in the form of Exhibit B hereto, including the certifications
in item (1) thereof;


 


(B)        if the
transfer will be made pursuant to Rule 903 or Rule 904, then the
transferor must deliver a certificate in the form of Exhibit B hereto,
including the certifications in item (2) thereof; and


 


(C)        if the
transfer will be made pursuant to any other exemption from the registration
requirements of the Securities Act, then the transferor must deliver a
certificate in the form of Exhibit B hereto, including the certifications,
certificates and Opinion of Counsel required by item (3) thereof, if
applicable.


 


15

















 


(2)          Restricted Definitive Notes to Unrestricted
Definitive Notes.  Any
Restricted Definitive Note may be exchanged by the Holder thereof for an
Unrestricted Definitive Note or transferred to a Person or Persons who take
delivery thereof in the form of an Unrestricted Definitive Note if the
Registrar receives the following:


 


(A)      if the Holder
of such Restricted Definitive Notes proposes to exchange such Notes for an
Unrestricted Definitive Note, a certificate from such Holder in the form of Exhibit C
hereto, including the certifications in item (1)(d) thereof; or


 


(B)        if the Holder
of such Restricted Definitive Notes proposes to transfer such Notes to a Person
who shall take delivery thereof in the form of an Unrestricted Definitive Note,
a certificate from such Holder in the form of Exhibit B hereto, including
the certifications in item (4) thereof;


 


and,
in each such case set forth in this subparagraph (2), if the Registrar so
requests, an Opinion of Counsel in form reasonably acceptable to the Registrar
to the effect that such exchange or transfer is in compliance with the
Securities Act and that the restrictions on transfer contained herein and in
the Private Placement Legend are no longer required in order to maintain
compliance with the Securities Act.


 


(3)          Unrestricted Definitive Notes to Unrestricted
Definitive Notes.  A Holder of
Unrestricted Definitive Notes may transfer such Notes to a Person who takes
delivery thereof in the form of an Unrestricted Definitive Note.  Upon receipt of a request to register such a
transfer, the Registrar shall register the Unrestricted Definitive Notes
pursuant to the instructions from the Holder thereof.


 


(f)            Legends.  The
following legends will appear on the face of all Global Notes and Definitive
Notes issued under this Indenture unless specifically stated otherwise in the
applicable provisions of this Indenture.


 


(1)          Private
Placement Legend.


 


(A)      Except as permitted by
subparagraph (B) below, each Global Note and each Definitive Note (and all
Notes issued in exchange therefor or substitution thereof) shall bear the
legend in substantially the following form:


 


“THIS
NOTE HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED
(THE “SECURITIES ACT”) AND, ACCORDINGLY, MAY NOT BE OFFERED, SOLD, PLEDGED
OR OTHERWISE TRANSFERRED WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR
BENEFIT OF, U.S. PERSONS, EXCEPT AS SET FORTH IN THE FOLLOWING SENTENCE.  BY ITS ACQUISITION HEREOF OR OF A BENEFICIAL
INTEREST HEREIN, THE HOLDER (1) REPRESENTS THAT (A) IT IS A “QUALIFIED
INSTITUTIONAL BUYER” (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) (A “QIB”),
(B) IT IS NOT A U.S. PERSON, IS NOT ACQUIRING THIS NOTE FOR THE ACCOUNT OR
BENEFIT OF A U.S. PERSON AND IS ACQUIRING THIS NOTE IN AN OFFSHORE TRANSACTION
IN COMPLIANCE WITH REGULATION S UNDER THE SECURITIES ACT OR (C) IT IS AN
INSTITUTIONAL “ACCREDITED INVESTOR” (AS DEFINED IN RULE 501(A)(1), (2), (3) OR
(7) OF REGULATION D UNDER THE SECURITIES ACT) (AN “IAI”), (2) AGREES
THAT IT WILL NOT, WITHIN THE TIME PERIOD REFERRED TO UNDER RULE 144(b)(1) (TAKING
INTO ACCOUNT THE PROVISIONS OF RULE 144(d) UNDER THE SECURITIES ACT, IF
APPLICABLE) UNDER THE SECURITIES ACT AS IN EFFECT ON THE DATE OF THE TRANSFER
OF THIS NOTE, RESELL OR OTHERWISE TRANSFER THIS NOTE EXCEPT (A) TO THE
COMPANY OR ANY SUBSIDIARY THEREOF, (B) TO A PERSON WHOM THE HOLDER
REASONABLY BELIEVES IS A QIB PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT
OF A QIB IN COMPLIANCE WITH RULE 144A UNDER THE SECURITIES ACT, (C) OUTSIDE
THE UNITED STATES IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH RULE 904 UNDER
THE SECURITIES ACT, (D) PURSUANT TO THE EXEMPTION FROM REGISTRATION
PROVIDED BY RULE 144 UNDER THE SECURITIES ACT (IF AVAILABLE), (E) TO AN
IAI THAT, PRIOR TO SUCH TRANSFER, FURNISHES TO THE TRUSTEE A SIGNED LETTER
CONTAINING CERTAIN REPRESENTATIONS AND AGREEMENTS RELATING TO THE REGISTRATION
OF TRANSFER OF THIS NOTE (THE FORM OF WHICH LETTER CAN BE OBTAINED FROM
THE TRUSTEE) AND, IF SUCH TRANSFER IS IN RESPECT OF AN AGGREGATE PRINCIPAL
AMOUNT OF NOTES AT THE TIME OF 


 


16

















 


TRANSFER
OF LESS THAN $250,000, AN OPINION OF COUNSEL ACCEPTABLE TO THE COMPANY THAT
SUCH TRANSFER IS IN COMPLIANCE WITH THE SECURITIES ACT OR (F) PURSUANT TO
AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND, IN EACH CASE,
IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS, AND (3) AGREES THAT
IT WILL DELIVER TO EACH PERSON TO WHOM THIS NOTE OR AN INTEREST HEREIN IS
TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND.  IN CONNECTION WITH ANY TRANSFER OF THIS NOTE
OR ANY INTEREST HEREIN WITHIN THE TIME PERIOD REFERRED TO ABOVE, THE HOLDER
MUST CHECK THE APPROPRIATE BOX SET FORTH ON THE REVERSE HEREOF RELATING TO THE
MANNER OF SUCH TRANSFER AND SUBMIT THIS CERTIFICATE TO THE TRUSTEE.  AS USED HEREIN, THE TERMS “OFFSHORE
TRANSACTION,” “UNITED STATES” AND “U.S. PERSON” HAVE THE MEANINGS GIVEN TO THEM
BY RULE 902 OF REGULATION S UNDER THE SECURITIES ACT.  THE INDENTURE CONTAINS A PROVISION REQUIRING
THE TRUSTEE TO REFUSE TO REGISTER ANY TRANSFER OF THIS NOTE IN VIOLATION OF THE
FOREGOING RESTRICTIONS.”


 


(B)        Notwithstanding the
foregoing, any Global Note or Definitive Note issued pursuant to subparagraphs
(b)(4), (c)(3), (c)(4), (d)(2), (d)(3), (e)(2) or (e)(3) of this Section 2.06
(and all Notes issued in exchange therefor or substitution thereof) will not
bear the Private Placement Legend.


 


(2)          Global Note Legend.  Each Global Note will bear a legend in
substantially the following form:


 


“THIS
GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE GOVERNING
THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL OWNERS
HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT
THAT (1) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE
REQUIRED PURSUANT TO SECTION 2.06 OF THE INDENTURE, (2) THIS GLOBAL
NOTE MAY BE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.06(a) OF
THE INDENTURE, (3) THIS GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE
FOR CANCELLATION PURSUANT TO SECTION 2.11 OF THE INDENTURE AND (4) THIS
GLOBAL NOTE MAY BE TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH THE PRIOR
WRITTEN CONSENT OF THE COMPANY.


 


UNLESS
AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN DEFINITIVE
FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY
TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE
DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY
SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR
DEPOSITARY.  UNLESS THIS CERTIFICATE IS
PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (55
WATER STREET, NEW YORK, NEW YORK) (“DTC”), TO THE COMPANY OR ITS AGENT FOR
REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS
REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS MAY BE
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR SUCH OTHER ENTITY AS MAY BE REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR
VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED
OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.”


 


(3)          Regulation S Temporary Global Note Legend. The
Regulation S Temporary Global Note will bear a Legend in substantially the
following form:


 


“THE
RIGHTS ATTACHING TO THIS REGULATION S TEMPORARY GLOBAL NOTE, AND THE CONDITIONS
AND PROCEDURES GOVERNING ITS EXCHANGE FOR CERTIFICATED NOTES, ARE AS SPECIFIED
IN THE INDENTURE (AS DEFINED HEREIN). 
NEITHER THE HOLDER NOR THE BENEFICIAL OWNERS OF THIS REGULATION S
TEMPORARY GLOBAL NOTE SHALL BE ENTITLED TO RECEIVE PAYMENT OF INTEREST HEREON.”


 


17

















 


(g)         Cancellation and/or Adjustment of Global Notes.  At such time as all beneficial
interests in a particular Global Note have been exchanged for Definitive Notes
or a particular Global Note has been redeemed, repurchased or canceled in whole
and not in part, each such Global Note will be returned to or retained and
canceled by the Trustee in accordance with Section 2.11 hereof.  At any time prior to such cancellation, if
any beneficial interest in a Global Note is exchanged for or transferred to a
Person who will take delivery thereof in the form of a beneficial interest in
another Global Note or for Definitive Notes, the principal amount of Notes
represented by such Global Note will be reduced accordingly and an endorsement
will be made on such Global Note by the Trustee or by the Depositary at the
direction of the Trustee to reflect such reduction; and if the beneficial
interest is being exchanged for or transferred to a Person who will take
delivery thereof in the form of a beneficial interest in another Global Note,
such other Global Note will be increased accordingly and an endorsement will be
made on such Global Note by the Trustee or by the Depositary at the direction
of the Trustee to reflect such increase.


 


(h)         General
Provisions Relating to Transfers and Exchanges.


 


(1)          To permit registrations
of transfers and exchanges, the Company will execute and the Trustee will
authenticate Global Notes and Definitive Notes upon receipt of an
Authentication Order in accordance with Section 2.02 hereof or at the
Registrar’s request.


 


(2)          No service charge will
be made to a Holder of a beneficial interest in a Global Note or to a Holder of
a Definitive Note for any registration of transfer or exchange, but the Company
may require payment of a sum sufficient to cover any transfer tax or similar
governmental charge payable in connection therewith (other than any such
transfer taxes or similar governmental charge payable upon exchange or transfer
pursuant to Sections 2.10, 3.06 and 9.05 hereof).


 


(3)          The Registrar will not
be required to register the transfer of or exchange of any Note selected for
redemption in whole or in part, except the unredeemed portion of any Note being
redeemed in part.


 


(4)          All Global Notes and
Definitive Notes issued upon any registration of transfer or exchange of Global
Notes or Definitive Notes will be the valid obligations of the Company,
evidencing the same debt, and entitled to the same benefits under this
Indenture, as the Global Notes or Definitive Notes surrendered upon such
registration of transfer or exchange.


 


(5)          Neither the Registrar
nor the Company will be required:


 


(A)      to issue, to
register the transfer of or to exchange any Notes during a period beginning at
the opening of business 15 days before the day of any selection of Notes for
redemption under Section 3.02 hereof and ending at the close of business
on the day of selection;


 


(B)        to register
the transfer of or to exchange any Note selected for redemption in whole or in
part, except the unredeemed portion of any Note being redeemed in part; or


 


(C)        to register
the transfer of or to exchange a Note between a record date and the next
succeeding interest payment date.


 


(6)          Prior to due presentment
for the registration of a transfer of any Note, the Trustee, any Agent and the
Company may deem and treat the Person in whose name any Note is registered as
the absolute owner of such Note for the purpose of receiving payment of
principal of and interest on such Notes and for all other purposes, and none of
the Trustee, any Agent or the Company shall be affected by notice to the
contrary.


 


(7)          The Trustee will
authenticate Global Notes and Definitive Notes upon receipt of an
Authentication Order in accordance with the provisions of Section 2.02
hereof.


 


(8)          All certifications,
certificates and Opinions of Counsel required to be submitted to the Registrar
pursuant to this Section 2.06 to effect a registration of transfer or
exchange may be submitted by facsimile.


 


18

















 


(9)          Each holder of a Note
agrees to indemnify the Company and the Trustee against any liability that may
result from the transfer, exchange or assignment of such Holder’s Note by such
Holder in violation of any provision of this Indenture and/or applicable United
States federal or state securities laws.


 


(10)    The Trustee shall have no
obligation or duty to monitor, determine or inquire as to compliance with any
restrictions on transfer imposed under this Indenture or under applicable law
with respect to any transfer of any interest in any Note other than to require
delivery of such certificates and other documentation or evidence as are
expressly required by, and to do so if and when expressly required by the terms
of, this Indenture, and to examine the same to determine substantial compliance
as to form with the express requirements hereof.


 


(11)    Neither the Trustee nor any
agent of the Trustee shall have any responsibility for any actions taken or not
taken by the Depositary.


 


Section 2.07                                Replacement
Notes.


 


If any mutilated Note is surrendered
to the Trustee or the Company and the Trustee receives evidence to its
satisfaction of the destruction, loss or theft of any Note, the Company will
issue and the Trustee, upon receipt of an Authentication Order, will
authenticate a replacement Note if the Trustee’s requirements are met.  If required by the Trustee or the Company, an
indemnity bond must be supplied by the Holder that is sufficient in the
judgment of the Trustee and the Company to protect the Company, the Trustee,
any Agent and any authenticating agent from any loss that any of them may
suffer if a Note is replaced.  The
Company may charge for its expenses in replacing a Note.


 


Every replacement Note is an
additional obligation of the Company and will be entitled to all of the
benefits of this Indenture equally and proportionately with all other Notes
duly issued hereunder.


 


Section 2.08                                Outstanding
Notes.


 


The Notes outstanding at any time are
all the Notes authenticated by the Trustee except for those canceled by it,
those delivered to it for cancellation, those reductions in the interest in a
Global Note effected by the Trustee in accordance with the provisions hereof,
and those described in this Section 2.08 as not outstanding.  Except as set forth in Section 2.09
hereof, a Note does not cease to be outstanding because the Company or an
Affiliate of the Company holds the Note.


 


If a Note is replaced pursuant to Section 2.07
hereof, it ceases to be outstanding unless the Trustee receives proof
satisfactory to it that the replaced Note is held by a bona fide purchaser.


 


If the principal amount of any Note
is considered paid under Section 4.01 hereof, it ceases to be outstanding
and interest on it ceases to accrue.


 


If the Paying Agent (other than the
Company, a Subsidiary or an Affiliate of any thereof) holds, on a redemption
date or maturity date, money sufficient to pay Notes payable on that date, then
on and after that date such Notes will be deemed to be no longer outstanding
and will cease to accrue interest.


 


Section 2.09                                Treasury
Notes.


 


In determining whether the Holders of
the required principal amount of Notes have concurred in any direction, waiver
or consent, Notes owned by the Company will be considered as though not
outstanding, except that for the purposes of determining whether the Trustee
will be protected in relying on any such direction, waiver or consent, only
Notes that the Trustee knows are so owned will be so disregarded.


 


Section 2.10                                Temporary
Notes.


 


Until certificates representing Notes
are ready for delivery, the Company may prepare and the Trustee, upon receipt
of an Authentication Order, will authenticate temporary Notes.  Temporary Notes will be substantially in the
form of certificated Notes but may have variations that the Company considers
appropriate for temporary Notes and as may be reasonably acceptable to the
Trustee.  Without unreasonable delay, the
Company will prepare 


 


19

















 


and the
Trustee will authenticate, upon receipt of an Authentication Order, definitive
Notes in exchange for temporary Notes.


 


Holders of temporary Notes will be
entitled to all of the benefits of this Indenture.


 


Section 2.11                                Cancellation.


 


The Company at any time may deliver
Notes to the Trustee for cancellation. 
The Registrar and Paying Agent will forward to the Trustee any Notes
surrendered to them for registration of transfer, exchange or payment.  The Trustee and no one else will cancel all
Notes surrendered for registration of transfer, exchange, payment, replacement
or cancellation and will destroy canceled Notes (subject to the record
retention requirement of the Exchange Act). 
Certification of the destruction of all canceled Notes will be delivered
to the Company.  The Company may not
issue new Notes to replace Notes that it has paid or that have been delivered
to the Trustee for cancellation.


 


Section 2.12                                Defaulted
Interest.


 


If the Company defaults in a payment
of interest on the Notes, it will pay the defaulted interest in any lawful
manner plus, to the extent lawful, interest payable on the defaulted interest,
to the Persons who are Holders on a subsequent special record date, in each
case at the rate provided in the Notes and in Section 4.01 hereof.  The Company will notify the Trustee in
writing of the amount of defaulted interest proposed to be paid on each Note and
the date of the proposed payment.  The
Company will fix or cause to be fixed each such special record date and payment
date; provided that no such
special record date may be less than 10 days prior to the related payment date
for such defaulted interest.  At least 15
days before the special record date, the Company (or, upon the written request
of the Company, the Trustee in the name and at the expense of the Company) will
mail or cause to be mailed to Holders a notice that states the special record
date, the related payment date and the amount of such defaulted interest to be
paid.


 


Section 2.13                                CUSIP
Numbers.


 


The Company, in issuing the Notes,
may use one or more “CUSIP” numbers (and, if Notes are also to be issued
outside the United States, one or more similar identifying numbers as is
customary in such global markets; references in this Section 2.13 to CUSIP
numbers being deemed to include an such similar identifying numbers) and, if
so, the Trustee shall use such CUSIP number in notices of repurchase or
conversion as a convenience to the Holders; provided,
however, that any such notice may state that no representation is
made as to the correctness or accuracy of any CUSIP number printed in the
notice or on the Notes, and that reliance may be placed only on the other
identification numbers printed on the Notes. 
Any repurchase or conversion will not be affected by any defect in or
the omission of such CUSIP numbers.  The
Company will promptly notify the Trustee in writing of any change to the CUSIP
numbers.


 


ARTICLE 3

REDEMPTION AND PREPAYMENT


 


Section 3.01                                Notices
to Trustee.


 


If the Company elects to redeem Notes
pursuant to the optional redemption provisions of Section 3.07 hereof, it
must furnish to the Trustee, at least 30 days but not more than 60 days before
a redemption date, an Officers’ Certificate setting forth:


 


(1)          the clause of this
Indenture pursuant to which the redemption shall occur;


 


(2)          the redemption date;


 


(3)          the principal amount of
Notes to be redeemed; and


 


(4)          the redemption price.


 


20

















 


Section 3.02                                Selection
of Notes to Be Redeemed or Purchased.


 


If less than all of the Notes are to
be redeemed or purchased in an offer to purchase at any time, the Trustee will
select Notes for redemption or purchase in such manner as the Trustee shall
deem reasonable.


 


In the event of partial redemption or
purchase by lot, the particular Notes to be redeemed or purchased will be
selected, unless otherwise provided herein, not less than 30 nor more than 60
days prior to the redemption or purchase date by the Trustee from the
outstanding Notes not previously called for redemption or purchase.


 


The Trustee will promptly notify the
Company in writing of the Notes selected for redemption or purchase and, in the
case of any Note selected for partial redemption or purchase, the principal
amount thereof to be redeemed or purchased. 
Notes and portions of Notes selected will be in amounts of $1,000 or
whole multiples of $1,000; except that if all of the Notes of a Holder are to
be redeemed or purchased, the entire outstanding amount of Notes held by such
Holder, even if not a multiple of $1,000, shall be redeemed or purchased.  Except as provided in the preceding sentence,
provisions of this Indenture that apply to Notes called for redemption or
purchase also apply to portions of Notes called for redemption or purchase.


 


Section 3.03                                Notice
of Redemption.


 


At least 30 days but not more than 60
days before a redemption date, the Company will mail or cause to be mailed, by
first class mail, a notice of redemption to each Holder whose Notes are to be
redeemed at its registered address, except that redemption notices may be
mailed more than 60 days prior to a redemption date if the notice is issued in
connection with a defeasance of the Notes or a satisfaction and discharge of
this Indenture pursuant to Articles 8 or 10 hereof.


 


The notice will identify the Notes to
be redeemed and will state:


 


(1)          the redemption date;


 


(2)          the redemption price;


 


(3)          if any Note is being
redeemed in part, the portion of the principal amount of such Note to be
redeemed and that, after the redemption date upon surrender of such Note, a new
Note or Notes in principal amount equal to the unredeemed portion will be
issued upon cancellation of the original Note;


 


(4)          the name and address of
the Paying Agent;


 


(5)          that Notes called for
redemption must be surrendered to the Paying Agent to collect the redemption
price;


 


(6)          that, unless the Company
defaults in making such redemption payment, interest on Notes called for
redemption ceases to accrue on and after the redemption date;


 


(7)          the paragraph of the
Notes and/or Section of this Indenture pursuant to which the Notes called
for redemption are being redeemed; and


 


(8)          that no representation
is made as to the correctness or accuracy of the CUSIP number, if any, listed
in such notice or printed on the Notes.


 


At the Company’s request, the Trustee
will give the notice of redemption in the Company’s name and at the Company’s
expense; provided, however, that
the Company has delivered to the Trustee, at least 45 days prior to the
redemption date, an Officers’ Certificate requesting that the Trustee give such
notice and setting forth the information to be stated in such notice as
provided in the preceding paragraph.


 


Section 3.04                                Effect
of Notice of Redemption.


 


Once notice of redemption is mailed
in accordance with Section 3.03 hereof, Notes called for redemption become
irrevocably due and payable on the redemption date at the redemption
price.  A notice of redemption may not be
conditional.


 


21

















 


Section 3.05                                Deposit
of Redemption or Purchase Price.


 


One Business Day prior to the
redemption or purchase date, the Company will deposit with the Trustee or with
the Paying Agent money in same day funds sufficient to pay the redemption or
purchase price of and accrued interest on all Notes to be redeemed or purchased
on that date.  The Trustee or the Paying
Agent will promptly return to the Company any money deposited with the Trustee
or the Paying Agent by the Company in excess of the amounts necessary to pay
the redemption or purchase price of, and accrued interest on, all Notes to be
redeemed or purchased.


 


If the Company complies with the
provisions of the preceding paragraph, on and after the redemption or purchase
date, interest will cease to accrue on the Notes or the portions of Notes
called for redemption or purchase.  If a
Note is redeemed or purchased on or after an interest record date but on or
prior to the related interest payment date, then any accrued and unpaid
interest shall be paid to the Person in whose name such Note was registered at
the close of business on such record date. 
If any Note called for redemption or purchase is not so paid upon surrender
for redemption or purchase because of the failure of the Company to comply with
the preceding paragraph, interest shall be paid on the unpaid principal, from
the redemption or purchase date until such principal is paid, and to the extent
lawful on any interest not paid on such unpaid principal, in each case at the
rate provided in the Notes and in Section 4.01 hereof.


 


Section 3.06                                Notes
Redeemed or Purchased in Part.


 


Upon surrender of a Note that is
redeemed or purchased in part, the Company will issue and, upon receipt of an
Authentication Order, the Trustee will authenticate for the Holder at the
expense of the Company a new Note equal in principal amount to the unredeemed
or unpurchased portion of the Note surrendered.


 


Section 3.07                                Optional
Redemption.


 


(a)          On or after , 20 , the
Company may redeem all or a part of the Notes upon not less than 30 nor more
than 60 days’ notice, at the redemption prices (expressed as percentages of
principal amount) set forth below plus accrued and unpaid interest on the Notes
redeemed to the applicable redemption date, if redeemed during the twelve-month
period beginning on of the years indicated below, subject to the rights of
Holders on the relevant record date to receive interest on the relevant
interest payment date:


 


	
  Year

  	
   

  	
  Percentage

  
	
  20

  	
   

  	
  %

  
	
  20

  	
   

  	
  %

  
	
  20

  	
   

  	
  %

  
	
  20        
  and thereafter

  	
   

  	
   

  



 


Unless the Company defaults in the
payment of the redemption price, interest will cease to accrue on the Notes or
portions thereof called for redemption on the applicable redemption date.


 


(b)         Any redemption pursuant
to this Section 3.07 shall be made pursuant to the provisions of Sections
3.01 through 3.06 hereof.


 


Section 3.08                                Mandatory
Redemption.


 


The Company is not required to make
mandatory redemption or sinking fund payments with respect to the Notes.


 


ARTICLE 4

COVENANTS


 


Section 4.01                                Payment
of Notes.


 


The Company will pay or cause to be
paid the principal of, premium, if any, and interest on, the Notes on the dates
and in the manner provided in the Notes. 
Principal, premium, if any, and interest will be considered paid on the
date due if the Paying Agent, if other than the Company or a Subsidiary
thereof, holds as of 10:00 a.m. 


 


22

















 


Eastern
Time on the due date money deposited by the Company in immediately available
funds and designated for and sufficient to pay all principal, premium, if any,
and interest then due.


 


The Company will pay interest
(including post-petition interest in any proceeding under any Bankruptcy Law) on
overdue principal at the rate equal to 1% per annum in excess of the then
applicable interest rate on the Notes to the extent lawful; it will pay
interest (including post-petition interest in any proceeding under any
Bankruptcy Law) on overdue installments of interest (without regard to any
applicable grace period) at the same rate to the extent lawful.


 


Section 4.02                                Maintenance
of Office or Agency.


 


The Company will maintain in
                           ,
                              ,
an office or agency (which may be an office of the Trustee or an affiliate of
the Trustee, Registrar or co-registrar) where Notes may be surrendered for
registration of transfer or for exchange and where notices and demands to or
upon the Company in respect of the Notes and this Indenture may be served.  The Company will give prompt written notice
to the Trustee of the location, and any change in the location, of such office
or agency.  If at any time the Company
fails to maintain any such required office or agency or fails 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.


 


The Company may also from time to
time designate one or more other offices or agencies where the Notes 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 will in any manner relieve the Company
of its obligation to maintain an office or agency in
                          ,
                              ,
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.


 


The Company hereby designates the
Corporate Trust Office of the Trustee as one such office or agency of the
Company in accordance with Section 2.03 hereof.


 


Section 4.03                                Compliance
Certificate.


 


(a)          The Company shall
deliver to the Trustee, within 90 days after the end of each fiscal year, an
Officers’ Certificate stating that a review of the activities of the Company
and its Subsidiaries during the preceding fiscal year has been made under the
supervision of the signing Officers with a view to determining whether the
Company has kept, observed, performed and fulfilled its obligations under this
Indenture, and further stating, as to each such Officer signing such
certificate, that to the best of his or her knowledge the Company has kept, observed,
performed and fulfilled each and every covenant contained in this Indenture and
is not in default in the performance or observance of any of the terms,
provisions and conditions of this Indenture (or, if a Default or Event of
Default has occurred, describing all such Defaults or Events of Default of
which he or she may have knowledge and what action the Company is taking or
proposes to take with respect thereto) and that to the best of his or her
knowledge no event has occurred and remains in existence by reason of which
payments on account of the principal of or interest, if any, on the Notes is
prohibited or if such event has occurred, a description of the event and what
action the Company is taking or proposes to take with respect thereto.


 


(b)         So long as any of the
Notes are outstanding, the Company will deliver to the Trustee, forthwith upon
any Officer becoming aware of any Default or Event of Default, an Officers’
Certificate specifying such Default or Event of Default and what action the
Company is taking or proposes to take with respect thereto.


 


Section 4.04                                Limitation
on Liens.


 


The Company shall not, and shall not
permit any Subsidiary to, directly or indirectly, incur or permit to exist any
Lien of any nature whatsoever on any of its property or assets whether now
owned or hereinafter acquired securing any Indebtedness, other than Permitted
Liens, without effectively providing that the Notes shall be secured equally
and ratably with (or prior to) the obligations so secured for so long as such
obligations are secured.


 


23

















 


Section 4.05                                Limitation
on Sale/Leaseback Transactions.


 


The Company shall not, and shall not
permit any Subsidiary to, enter into any Sale/Leaseback Transaction with
respect to any property unless:


 


(1)          the Company or such
Subsidiary would be entitled to create a Lien on such property securing any
Indebtedness incurred pursuant to such Sale/Leaseback Transaction without
equally and ratably securing the Notes pursuant to Section 4.04; and


 


(2)          the gross proceeds
payable to the Company or such Subsidiary in connection with such
Sale/Leaseback Transaction are at least equal to the Fair Market Value of such
property.


 


Section 4.06                                SEC
Reports.


 


The Company shall file with the
Trustee, within 15 days after the Company has filed same with the SEC, copies
of the annual reports and of the other information, documents and other reports
which the Company may be required to file with the SEC pursuant to the
provisions of Section 13 or Section 15(d) of the Exchange Act
(or copies of such portions of any of the foregoing as the SEC may by rules and
regulations prescribe).  In addition, the
Company shall furnish to the Trustee, promptly upon their becoming available,
copies of the annual report to stockholders and any other information provided
by the Company to its stockholders generally. The Company shall also comply
with the other provisions of Section 314(a) of the TIA.


 


Section 4.07                                Notice
of Default.


 


Upon any officer of the Company becoming aware of the
occurrence of any Default or Event of Default, the Company shall give prompt
notice of such Default or Event of Default, and any remedial action proposed to
be taken, to the Trustee.


 


ARTICLE 5

SUCCESSORS


 


Section 5.01                                Merger,
Consolidation, or Sale of Assets


 


The Company shall not, directly or
indirectly: (i) consolidate or merge with or into another Person (whether
or not the Company is the surviving corporation); or (ii) sell, assign,
transfer, convey or otherwise dispose of all or substantially all of the
properties or assets of the Company in one or more related transactions, to
another Person, unless:


 


(1)          either:


 


(A)      the Company is
the surviving corporation; or


 


(B)        the Person
formed by or surviving any such consolidation or merger (if other than the
Company) or to which such sale, assignment, transfer, conveyance or other
disposition has been made is a corporation organized or existing under the laws
of the United States, any state of the United States or the District of
Columbia;


 


(2)          the Person formed by or
surviving any such consolidation or merger (if other than the Company) or the
Person to which such sale, assignment, transfer, conveyance or other
disposition has been made assumes all the obligations of the Company under the
Notes or this Indenture pursuant to agreements reasonably satisfactory to the
Trustee; and


 


(3)          immediately after such
transaction, no Default or Event of Default exists.


 


This Section 5.01 will not apply
to:


 


(1)          a merger of the Company
with an Affiliate solely for the purpose of reincorporating the Company in
another jurisdiction; or


 


24














 


(2)          any consolidation or
merger, or any sale, assignment, transfer, conveyance, lease or other
disposition of assets between or among the Company and its Subsidiaries.


 


Section 5.02                                Successor
Corporation Substituted


 


Upon any consolidation or merger, or
any sale, assignment, transfer, lease, conveyance or other disposition of all
or substantially all of the properties or assets of the Company in a
transaction that is subject to, and that complies with the provisions of, Section 5.01
hereof, the successor Person formed by such consolidation or into or with which
the Company is merged or to which such sale, assignment, transfer, lease,
conveyance or other disposition is made shall succeed to, and be substituted
for (so that from and after the date of such consolidation, merger, sale,
assignment, transfer, lease, conveyance or other disposition, the provisions of
this Indenture referring to the “Company” shall refer instead to the successor
Person and not to the Company), and may exercise every right and power of the
Company under this Indenture with the same effect as if such successor Person
had been named as the Company herein; provided,
however, that the predecessor Company shall not be relieved from the
obligation to pay the principal of and interest on the Notes except in the case
of a sale of all of the Company’s assets in a transaction that is subject to,
and that complies with the provisions of, Section 5.01 hereof.


 


ARTICLE 6

DEFAULTS AND REMEDIES


 


Section 6.01                                Events
of Default.


 


Each of the following is an “Event of Default”:


 


(1)          default for 30 days in
the payment when due of interest on the Notes;


 


(2)          default in the payment
when due (at maturity, upon redemption or otherwise) of the principal of, or
premium, if any, on, the Notes;


 


(3)          failure by the Company
to comply with the provisions of Section 5.01 hereof;


 


(4)          failure by the Company
for 60 days after notice to the Company by the Trustee or the Holders of at
least 25% in aggregate principal amount of the Notes then outstanding voting as
a single class to comply with any of the other agreements in this Indenture;


 


(5)          default under any
mortgage, indenture or instrument under which there may be issued or by which
there may be secured or evidenced any Indebtedness for money borrowed by the
Company (or the payment of which is guaranteed by the Company), whether such
Indebtedness now exists, or is created after the date of this Indenture, if
that default:


 


(A)      is caused by a
failure to pay principal of, or interest or premium, if any, on, such Indebtedness
prior to the expiration of the grace period provided in such Indebtedness on
the date of such default (a “Payment Default”);
or


 


(B)        results in
the acceleration of such Indebtedness prior to its express maturity,


 


and,
in each case, the principal amount of any such Indebtedness, together with the
principal amount of any other such Indebtedness under which there has been a
Payment Default or the maturity of which has been so accelerated, aggregates
$                  
million or more;


 


(6)          failure by the Company
to pay final judgments entered by a court or courts of competent jurisdiction
aggregating in excess of
$                  
million, which judgments are not paid, discharged or stayed for a period of 60
days


 


(7)          the Company or any of
its Subsidiaries that is a Significant Subsidiary or any group of Subsidiaries
of the Company that, taken together, would constitute a Significant Subsidiary
pursuant to or within the meaning of Bankruptcy Law:


 


(A)      commences a
voluntary case,


 


25

















 


(B)        consents to
the entry of an order for relief against it in an involuntary case,


 


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


 


(D)       makes a
general assignment for the benefit of its creditors, or


 


(E)         generally is
not paying its debts as they become due; or


 


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


 


(A)      is for relief
against the Company or any of its Subsidiaries that is a Significant Subsidiary
or any group of Subsidiaries of the Company that, taken together, would
constitute a Significant Subsidiary in an involuntary case;


 


(B)        appoints a
custodian of the Company or any of its Subsidiaries that is a Significant Subsidiary
or any group of Subsidiaries of the Company that, taken together, would
constitute a Significant Subsidiary or for all or substantially all of the
property of the Company or any of its Subsidiaries that is a Significant
Subsidiary or any group of Subsidiaries of the Company that, taken together,
would constitute a Significant Subsidiary; or


 


(C)        orders the
liquidation of the Company or any of its Subsidiaries that is a Significant
Subsidiary or any group of Subsidiaries of the Company that, taken together,
would constitute a Significant Subsidiary;


 


and
the order or decree remains unstayed and in effect for 90 consecutive days.


 


Section 6.02                                Acceleration.


 


In the case of an Event of Default
specified in clause (7) or (8) of Section 6.01 hereof, with
respect to the Company, any Subsidiary of the Company that is a Significant
Subsidiary or any group of Subsidiaries of the Company that, taken together,
would constitute a Significant Subsidiary, all outstanding Notes will become
due and payable immediately without further action or notice.  If any other Event of Default occurs and is
continuing, the Trustee or the Holders of at least 25% in aggregate principal
amount of the then outstanding Notes may declare all the Notes to be due and
payable immediately.


 


Upon any such declaration, the Notes
shall become due and payable immediately.


 


The Holders of a majority in
aggregate principal amount of the then outstanding Notes by written notice to
the Trustee may, on behalf of all of the Holders, rescind an acceleration and
its consequences, if the rescission would not conflict with any judgment or
decree and if all existing Events of Default (except nonpayment of principal,
interest or premium, if any, that has become due solely because of the
acceleration) have been cured or waived.


 


If an Event of Default occurs on or
after
                  ,
20       by reason of any willful action (or
inaction) taken (or not taken) by or on behalf of the Company with the
intention of avoiding payment of the premium that the Company would have had to
pay if the Company then had elected to redeem the Notes pursuant to Section 3.07
hereof, then, upon acceleration of the Notes, an equivalent premium shall also
become and be immediately due and payable, to the extent permitted by law,
anything in this Indenture or in the Notes to the contrary
notwithstanding.  If an Event of Default
occurs prior to
                  ,
20       by reason of any willful action (or
inaction) taken (or not taken) by or on behalf of the Company with the
intention of avoiding the prohibition on redemption of the Notes prior to such
date, then, upon acceleration of the Notes, an additional premium shall also
become and be immediately due and payable, to the extent permitted by law, in
an amount, for each of the years beginning on of the years set forth below, as
set forth below (expressed as a percentage of the principal amount of the Notes
on the date of payment that would otherwise be due but for the provisions of
this sentence):


 


	
  Year

  	
   

  	
  Percentage

  
	
  20

  	
   

  	
  %

  
	
  20

  	
   

  	
  %

  
	
  20

  	
   

  	
  %

  
	
  20

  	
   

  	
   

  
	
  20

  	
   

  	
  %

  



 


26

















 


Section 6.03                                Other
Remedies


 


If an Event of Default occurs and is
continuing, the Trustee may pursue any available remedy to collect the payment
of principal, premium, if any, and interest on the Notes or to enforce the
performance of any provision of the Notes or this Indenture.


 


The Trustee may maintain a proceeding
even if it does not possess any of the Notes or does not produce any of them in
the proceeding.  A delay or omission by
the Trustee or any Holder of a Note in exercising any right or remedy accruing
upon an Event of Default shall not impair the right or remedy or constitute a
waiver of or acquiescence in the Event of Default. All remedies are cumulative
to the extent permitted by law.


 


Section 6.04                                Waiver
of Past Defaults.


 


Holders of not less than a majority
in aggregate principal amount of the then outstanding Notes by written notice
to the Trustee may on behalf of the Holders of all of the Notes waive an
existing Default or Event of Default and its consequences hereunder, except a
continuing Default or Event of Default in the payment of the principal of,
premium, if any, or interest on, the Notes (including in connection with an
offer to purchase); provided, however,
that the Holders of a majority in aggregate principal amount of the then
outstanding Notes may rescind an acceleration and its consequences, including
any related payment default that resulted from such acceleration in accordance
with Section 6.02.  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 6.05                                Control
by Majority


 


Holders of a majority in aggregate
principal amount of the then outstanding Notes may direct the time, method and
place of conducting any proceeding for exercising any remedy available to the
Trustee or exercising any trust or power conferred on it.  However, the Trustee may refuse to follow any
direction that conflicts with law or this Indenture that the Trustee determines
may be unduly prejudicial to the rights of other Holders of Notes or that may involve
the Trustee in personal liability unless the Trustee is offered indemnity
satisfactory to it.


 


Section 6.06                                Limitation
on Suits


 


A Holder may pursue a remedy with
respect to this Indenture or the Notes only if:


 


(1)          such Holder gives to the
Trustee written notice that an Event of Default is continuing;


 


(2)          Holders of at least 25%
in aggregate principal amount of the then outstanding Notes make a written
request to the Trustee to pursue the remedy;


 


(3)          such Holder or Holders
offer and, if requested, provide to the Trustee security or indemnity
reasonably satisfactory to the Trustee against any loss, liability or expense;


 


(4)          the Trustee does not
comply with the request within 60 days after receipt of the request and the
offer of security or indemnity; and


 


(5)          during such 60-day
period, Holders of a majority in aggregate principal amount of the then
outstanding Notes do not give the Trustee a direction inconsistent with such
request.


 


A Holder of a Note may not use this
Indenture to prejudice the rights of another Holder of a Note or to obtain a
preference or priority over another Holder of a Note.


 


27

















 


Section 6.07                                Rights
of Holders of Notes to Receive Payment


 


Notwithstanding any other provision
of this Indenture, the right of any Holder of a Note to receive payment of
principal, premium, if any, and interest on the Note, on or after the
respective due dates expressed in the Note (including in connection with an
offer to purchase), or to bring suit for the enforcement of any such payment on
or after such respective dates, shall not be impaired or affected without the
consent of such Holder.


 


Section 6.08                                Collection
Suit by Trustee


 


If an Event of Default specified in Section 6.01(1) or
(2) hereof occurs and is continuing, the Trustee is authorized to recover
judgment in its own name and as trustee of an express trust against the Company
for the whole amount of principal of, premium, if any, and interest remaining
unpaid on, the Notes and interest on overdue principal and, to the extent
lawful, interest and 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.


 


Section 6.09                                Trustee
May File Proofs of Claim


 


The Trustee is authorized to file
such proofs of claim and other papers or documents as may be necessary or
advisable in order to have the claims of the Trustee (including any claim for
the reasonable compensation, expenses, disbursements and advances of the
Trustee, its agents and counsel) and the Holders of the Notes allowed in any
judicial proceedings relative to the Company (or any other obligor upon the
Notes), its creditors or its property and shall be entitled and empowered to
collect, receive and distribute any money or other property payable or
deliverable on any such claims and any custodian 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 to 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 7.07
hereof.  To the extent that the payment
of any such compensation, expenses, disbursements and advances of the Trustee,
its agents and counsel, and any other amounts due the Trustee under Section 7.07
hereof out of the estate in any such proceeding, shall be denied for any
reason, payment of the same shall be secured by a Lien on, and shall be paid
out of, any and all distributions, dividends, money, securities and other
properties that the Holders may be entitled to receive in such proceeding
whether in liquidation or under any plan of reorganization or arrangement or
otherwise.  Nothing herein contained
shall be deemed to authorize the Trustee to authorize or consent to or accept
or adopt on behalf of any Holder any plan of reorganization, arrangement,
adjustment or composition affecting the Notes or the rights of any Holder, or
to authorize the Trustee to vote in respect of the claim of any Holder in any
such proceeding.


 


Section 6.10                                Priorities


 


If the Trustee collects any money
pursuant to this Article 6, it shall pay out the money in the following
order:


 


First: to the Trustee, its agents,
attorneys and other professional advisers for amounts due under Section 7.07
hereof, including payment of all compensation, expenses (including, without
limitation, reasonably attorney’s fees and expenses) and liabilities incurred,
and all advances made, by the Trustee and the costs and expenses of collection;


 


Second: to Holders of Notes for amounts
due and unpaid on the Notes for principal, premium, if any, and interest,
ratably, without preference or priority of any kind, according to the amounts
due and payable on the Notes for principal, premium, if any, and interest,
respectively; and


 


Third: to the Company or to such party as
a court of competent jurisdiction shall direct.


 


The Trustee may fix a record date and
payment date for any payment to Holders of Notes pursuant to this Section 6.10.


 


28

















 


Section 6.11                                Undertaking
for Costs


 


In any suit for the enforcement of
any right or remedy under this Indenture or in any suit against the Trustee for
any action taken or omitted by it as a Trustee, a court in its discretion may
require the filing by any party litigant in the suit of an undertaking to pay
the costs of the suit, and the court in its discretion may assess reasonable
costs, including reasonable attorneys’ fees and expenses, against any party
litigant in the suit, having due regard to the merits and good faith of the
claims or defenses made by the party litigant. 
This Section 6.11 does not apply to a suit by the Trustee, a suit
by a Holder of a Note pursuant to Section 6.07 hereof, or a suit by
Holders of more than 10% in aggregate principal amount of the then outstanding
Notes.


 


ARTICLE 7

TRUSTEE


 


Section 7.01                                Duties
of Trustee


 


(a)          If an Event of Default
has occurred and is continuing, the Trustee will exercise such of the rights
and powers vested in it by this Indenture, and use the same degree of care and
skill in its exercise, as a prudent person would exercise or use under the
circumstances in the conduct of such person’s own affairs.


 


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


 


(1)          the duties of the
Trustee will be determined solely by the express provisions of this Indenture
and 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; and


 


(2)          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
certificates or opinions furnished to the Trustee and conforming to the
requirements of this Indenture.  However,
the Trustee will examine the certificates and opinions to determine whether or
not they conform to the requirements of this Indenture (but need not confirm or
investigate the accuracy of mathematical calculations or other facts stated
therein).


 


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


 


(1)          this paragraph does not
limit the effect of paragraph (b) of this Section 7.01;


 


(2)          the Trustee will not be
liable for any error of judgment made in good faith by a Responsible Officer,
unless it is determined in a final decision by a court of competent
jurisdiction that the Trustee was negligent in ascertaining the pertinent facts;
and


 


(3)          the Trustee will not be
liable with respect to any action it takes or omits to take in good faith in
accordance with a direction received by it pursuant to Section 6.05
hereof.


 


(d)         Whether or not therein
expressly so provided, every provision of this Indenture that in any way
relates to the Trustee is subject to paragraphs (a), (b), and (c) of this Section 7.01.


 


(e)          No provision of this
Indenture will require the Trustee to expend or risk its own funds or incur any
liability.


 


(f)            The Trustee will not
be liable for interest on any money received by it except as the Trustee may
agree in writing with the Company.  Money
held in trust by the Trustee need not be segregated from other funds except to
the extent required by law.


 


Section 7.02                                Rights
of Trustee


 


(a)          The Trustee may
conclusively rely upon any document (including any statement made or deemed to
be made therein) believed by it to be genuine and to have been signed or
presented by the proper Person.  The
Trustee need not investigate any fact or matter stated in the document.


 


29

















 


(b)         Before the Trustee acts
or refrains from acting, it may require an Officers’ Certificate or an Opinion
of Counsel or both.  The Trustee will not
be liable for any action it takes or omits to take in good faith in reliance on
such Officers’ Certificate or Opinion of Counsel.  The Trustee may consult with counsel and the
written advice of such counsel or any Opinion of Counsel will be full and
complete authorization and protection from liability in respect of any action
taken, suffered or omitted by it hereunder in good faith and in reliance
thereon.  No such Officers’ Certificate
or Opinion of Counsel shall be at the expense of the Trustee.


 


(c)          The Trustee may act through
its attorneys and agents and will not be responsible for the misconduct or
negligence of any agent appointed with due care.


 


(d)         The Trustee will not be
liable for any action it takes or omits to take in good faith that it believes
to be authorized or within the rights or powers conferred upon it by this
Indenture.


 


(e)          Unless otherwise
specifically provided in this Indenture, any demand, request, direction or
notice from the Company will be sufficient if signed by an Officer of the
Company.


 


(f)            The Trustee will be
under no obligation to exercise any of the rights or powers vested in it by
this Indenture at the request or direction of any of the Holders unless such
Holders have offered to the Trustee reasonable indemnity or security against
the losses, liabilities and expenses that might be incurred by it in compliance
with such request or direction.


 


(g)         The Trustee shall have no
duty to inquire as to the performance of the Company with respect to the
covenants contained in Article IV hereof, except as otherwise provided in Article IV.  The Trustee shall not be deemed to have
knowledge of a Default or Event of Default except (i) any Default or Event
of Default occurring pursuant to Sections 6.01(1) or 6.01(2) or (ii) any
Default or Event of Default of which a Responsible Officer of the trustee shall
have received written notification from a Holder or the Company of the
circumstances constituting the same and stating so in such written
notifications, or obtained actual knowledge. 
Except as otherwise provided herein, the Trustee may, in the absence of
such actual knowledge or receipt of such written notification, conclusively
assume that there is no Default or Event of Default.  Delivery of reports, information and
documents to the Trustee under Section 4.06 hereof is for information
purposes only and the receipt by the Trustee of the foregoing shall not
constitute constructive notice of any information contained therein or
determinable from information contained therein, including the Company’s
compliance with any of its covenants hereunder, as to which the Trustee is
entitled to rely on Officers’ Certificates.


 


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


 


(i)             The Trustee shall not
be required to expend or risk its own funds or otherwise incur financial
liability for performance of any of its duties hereunder or the exercise of any
of its rights or powers if there is reasonable ground for believing that the
repayment of such funds or reasonably adequate indemnify against such risk or
liability is not assured to it.


 


(j)             Unless otherwise
required by applicable law, the Trustee shall not have any duty (1) to see
to any recording, filing or depositing of this Indenture or any Indenture
referred to herein, or see to the maintenance of any such recording or filing
or depositing or to any rerecording, refiling or redepositing of any thereof or
(ii) to see to any insurance.


 


(k)          Unless otherwise
required by applicable law, the Trustee shall not be required to give any bond
or surety in respect of the execution of the powers granted hereunder.


 


Section 7.03                                Individual
Rights of Trustee


 


The Trustee in its individual or any
other capacity may become the owner or pledgee of Notes and may otherwise deal
with the Company or any Affiliate of the Company with the same rights it would
have if it were not Trustee.  However, in
the event that the Trustee acquires any conflicting interest it must eliminate
such conflict within 90 days, apply to the SEC for permission to continue as
trustee (if this Indenture has been qualified under the 


 


30

















 


TIA) or
resign.  Any Agent may do the same with
like rights and duties.  The Trustee is
also subject to Sections 7.10 and 7.11 hereof.


 


Section 7.04                                Trustee’s
Disclaimer


 


The Trustee will not be responsible
for and makes no representation as to the validity or adequacy of this
Indenture or the Notes, it shall not be accountable for the Company’s use of
the proceeds from the Notes or any money paid to the Company or upon the
Company’s direction under any provision of this Indenture, it will not be
responsible for the use or application of any money received by any Paying
Agent other than the Trustee, it will not be responsible for any statement or
recital herein or any statement in the Notes or any other document in
connection with the sale of the Notes or pursuant to this Indenture other than
its certificate of authentication and it makes no representation, warranty or
undertaking, express or implied, and will not be responsible or liable with
respect to the accuracy or completeness of the information included or
incorporated by reference in the offering memorandum or any other information
supplied in connection with the Notes.


 


Section 7.05                                Notice
of Defaults


 


If a Default or Event of Default
occurs and is continuing as to which the Trustee has received notice pursuant
to the provisions of this Indenture, or as to which a Responsible Officer of
the Trustee shall have actual knowledge, then the Trustee will mail to Holders
of Notes a notice of the Default or Event of Default within 90 days after
receipt of such notice or after acquiring such knowledge, as applicable, unless
such Default or Event of Default has been cured or waived.  Except in the case of a Default or Event of
Default in payment of principal of, premium, if any, or interest on, any Note,
the Trustee may withhold the notice if and so long as the Trustee’s Board of
Directors or a committee of the Trustee’s Responsible Officers in good faith
determines that withholding the notice is in the interests of the Holders of
the Notes.


 


Section 7.06                                Reports
by Trustee to Holders of the Notes


 


(a)          Within 60 days after
each May 15 beginning with the May 15 following the date of this
Indenture, and for so long as Notes remain outstanding, the Trustee will mail
to the Holders of the Notes a brief report dated as of such reporting date that
complies with TIA § 313(a) (but if no event described in TIA
§ 313(a) has occurred within the twelve months preceding the
reporting date, no report need be transmitted). 
The Trustee also will comply with TIA § 313(b)(2).  The Trustee will also transmit by mail all
reports as required by TIA § 313(c).


 


(b)         A copy of each report at
the time of its mailing to the Holders of Notes will be mailed by the Trustee
to the Company and filed by the Trustee with the SEC and each stock exchange on
which the Notes are listed in accordance with TIA § 313(d).  The Company will promptly notify the Trustee
in writing when the Notes are listed on any stock exchange.


 


Section 7.07                                Compensation
and Indemnity


 


(a)          The Company will pay to
the Trustee from time to time such compensation for its acceptance of this
Indenture and services hereunder as shall be agreed upon in writing.  The Trustee’s compensation will not be
limited by any law on compensation of a trustee of an express trust.  The Company will reimburse the Trustee
promptly upon request for all reasonable disbursements, advances and expenses
incurred or made by it in addition to the compensation for its services.  Such expenses will include the reasonable
compensation, disbursements and expenses of the Trustee’s agents and counsel.


 


(b)         The Company will
indemnify and hold harmless the Trustee against any and all losses, liabilities
or expenses (including, without limitation, reasonable attorneys’ fees and
expenses) incurred by it arising out of or in connection with the acceptance or
administration of its duties under this Indenture, including the costs and
expenses of enforcing this Indenture against the Company (including this Section 7.07)
and defending itself against any claim (whether asserted by the Company, any
Holder or any other Person) or liability in connection with the exercise or
performance of any of its powers or duties hereunder, except to the extent any
such loss, liability or expense may be attributable to its negligence or bad
faith as determined in a final decision by a court of competent
jurisdiction.  The Trustee will notify
the Company promptly of any claim for which it may seek indemnity.  Failure by the Trustee to so notify the
Company will not relieve the Company of its obligations hereunder.  The Company will defend the claim and the
Trustee will cooperate in the defense. 
The Trustee may have separate counsel and the Company will 


 


31

















 


pay the reasonable fees and expenses of such counsel.  The Company shall not be obligated to pay for
any settlement made without its consent, which consent will not be unreasonably
withheld.


 


(c)          The obligations of the
Company under this Section 7.07 will survive the satisfaction and
discharge of this Indenture and removal or resignation of the Trustee.


 


(d)         To secure the Company’s
payment obligations in this Section 7.07, the Trustee will have a Lien
prior to the Notes on all money or property held or collected by the Trustee,
except that held in trust to pay
principal and interest on particular Notes. 
Such Lien will survive the satisfaction and discharge of this Indenture
and removal or resignation of the Trustee.


 


(e)          When the Trustee incurs
expenses or renders services after an Event of Default specified in Section 6.01(7) or
(8) hereof occurs, the expenses and the compensation for the services
(including the fees and expenses of its agents and counsel) are intended to
constitute expenses of administration under any Bankruptcy Law.


 


(f)            The Trustee will
comply with the provisions of TIA § 313(b)(2) to the extent
applicable.


 


Section 7.08                                Replacement
of Trustee


 


(a)          A resignation or removal
of the Trustee and appointment of a successor Trustee will become effective
only upon the successor Trustee’s acceptance of appointment as provided in this
Section 7.08.


 


(b)         The Trustee may resign in
writing at any time and be discharged from the trust hereby created by so
notifying the Company.  The Holders of a
majority in aggregate principal amount of the then outstanding Notes may remove
the Trustee by so notifying the Trustee and the Company in writing.  The Company may remove the Trustee if:


 


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


 


(2)          the Trustee is adjudged
a bankrupt or an insolvent or an order for relief is entered with respect to
the Trustee under any Bankruptcy Law;


 


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


 


(4)          the Trustee becomes
incapable of acting.


 


(c)          If the Trustee resigns
or is removed or if a vacancy exists in the office of Trustee for any reason,
the Company will promptly appoint a successor Trustee. Within one year after
the successor Trustee takes office, the Holders of a majority in aggregate
principal amount of the then outstanding Notes may appoint a successor Trustee
to replace the successor Trustee appointed by the Company.


 


(d)         If a successor Trustee
does not take office within 60 days after the retiring Trustee resigns or is
removed, the retiring Trustee, the Company, or the Holders of at least 10% in
aggregate principal amount of the then outstanding Notes may petition any court
of competent jurisdiction for the appointment of a successor Trustee.


 


(e)          If the Trustee, after
written request by any Holder who has been a Holder for at least six months,
fails to comply with Section 7.10 hereof, such Holder may petition any
court of competent jurisdiction for the removal of the Trustee and the
appointment of a successor Trustee.


 


(f)            A successor Trustee
will deliver a written acceptance of its appointment to the retiring Trustee
and to the Company. Thereupon, the resignation or removal of the retiring
Trustee will become effective, and the successor Trustee will have all the
rights, powers and duties of the Trustee under this Indenture.  The successor Trustee will mail a notice of
its succession to Holders.  The retiring
Trustee will promptly transfer all property held by it as Trustee to the
successor Trustee; provided all
sums owing to the Trustee hereunder have been paid and subject to the Lien
provided for in Section 7.07 hereof. 
Notwithstanding replacement of the Trustee pursuant to this Section 7.08,
the Company’s obligations under Section 7.07 hereof will continue for the
benefit of the retiring Trustee.


 


32

















 


Section 7.09                                Successor
Trustee by Merger, etc.


 


If the Trustee consolidates, merges
or converts into, or transfers all or substantially all of its corporate trust
business to, another corporation, the successor corporation without any further
act will be the successor Trustee.


 


Section 7.10                                Eligibility;
Disqualification


 


There will at all times be a Trustee
hereunder that is a corporation organized and doing business under the laws of
the United States of America or of any state thereof that is authorized under
such laws to exercise corporate trustee power, that is subject to supervision
or examination by federal or state authorities and that has a combined capital
and surplus of at least $100.0 million as set forth in its most recent
published annual report of condition.


 


This Indenture will always have a
Trustee who satisfies the requirements of TIA § 310(a)(1), (2) and
(5).  The Trustee is subject to TIA
§ 310(b).


 


Section 7.11                                Preferential
Collection of Claims Against Company


 


The Trustee is subject to TIA
§ 311(a), excluding any creditor relationship listed in TIA § 311(b).
A Trustee who has resigned or been removed shall be subject to TIA § 311(a) to
the extent indicated therein.


 


ARTICLE 8

LEGAL DEFEASANCE AND COVENANT DEFEASANCE


 


Section 8.01                                Option
to Effect Legal Defeasance or Covenant Defeasance


 


The Company may at any time, at the
option of its Board of Directors evidenced by a resolution set forth in an
Officers’ Certificate, elect to have either Section 8.02 or 8.03 hereof be
applied to all outstanding Notes upon compliance with the conditions set forth
below in this Article 8.


 


Section 8.02                                Legal
Defeasance and Discharge


 


Upon the Company’s exercise under Section 8.01
hereof of the option applicable to this Section 8.02, the Company will,
subject to the satisfaction of the conditions set forth in Section 8.04
hereof, be deemed to have been discharged from its obligations with respect to
all outstanding Notes on the date the conditions set forth below are satisfied
(hereinafter, “Legal Defeasance”).  For this purpose, Legal Defeasance means that
the Company will be deemed to have paid and discharged the entire Indebtedness
represented by the outstanding Notes, which will thereafter be deemed to be “outstanding”
only for the purposes of Section 8.05 hereof and the other Sections of
this Indenture referred to in clauses (1) and (2) below, and to have
satisfied all their other obligations under such Notes and this Indenture (and
the Trustee, on demand of and at the expense of the Company, shall execute
proper instruments acknowledging the same), except for the following provisions
which will survive until otherwise terminated or discharged hereunder:


 


(1)          the rights of Holders of
outstanding Notes to receive payments in respect of the principal of, or
interest or premium, if any, on, such Notes when such payments are due from the
trust referred to in Section 8.04 hereof;


 


(2)          the Company’s obligations
with respect to such Notes under Article 2 and Section 4.02 hereof;


 


(3)          the rights, powers,
trusts, duties and immunities of the Trustee hereunder and the Company’s
obligations in connection therewith; and


 


(4)          this Article 8.


 


Subject to compliance with this Article 8,
the Company may exercise its option under this Section 8.02
notwithstanding the prior exercise of its option under Section 8.03
hereof.


 


33

















 


Section 8.03                                Covenant
Defeasance


 


Upon the Company’s exercise under Section 8.01
hereof of the option applicable to this Section 8.03, the Company will,
subject to the satisfaction of the conditions set forth in Section 8.04
hereof, be released from each of their obligations under the covenants contained
in Sections 4.04 and 4.05 hereof with respect to the outstanding Notes on and
after the date the conditions set forth in Section 8.04 hereof are
satisfied (hereinafter, “Covenant Defeasance”),
and the Notes will thereafter be deemed not “outstanding” for the purposes of
any direction, waiver, consent or declaration or act of Holders (and the
consequences of any thereof) in connection with such covenants, but will
continue to be deemed “outstanding” for all other purposes hereunder.  For this purpose, Covenant Defeasance means
that, with respect to the outstanding Notes, the Company may omit to comply
with and will have no liability in respect of any term, condition or limitation
set forth in any such covenant, whether directly or indirectly, by reason of
any reference elsewhere herein to any such covenant or by reason of any
reference in any such covenant to any other provision herein or in any other
document and such omission to comply will not constitute a Default or an Event
of Default under Section 6.01 hereof, but, except as specified above, the
remainder of this Indenture and such Notes will be unaffected thereby. In
addition, upon the Company’s exercise under Section 8.01 hereof of the
option applicable to this Section 8.03, subject to the satisfaction of the
conditions set forth in Section 8.04 hereof, Sections 6.01(3) through
6.01(5) hereof will not constitute Events of Default.


 


Section 8.04                                Conditions
to Legal or Covenant Defeasance


 


In order to exercise either Legal
Defeasance or Covenant Defeasance under either Section 8.02 or 8.03
hereof:


 


(1)          the Company must
irrevocably deposit with the Trustee, in trust, for the benefit of the Holders,
cash in U.S. dollars, non-callable Government Securities, or a combination
thereof, in such amounts as will be sufficient (without consideration of any
reinvestment interest), in the opinion of a nationally recognized investment
bank, appraisal firm, or firm of independent public accountants, to pay the
principal of, premium, if any, and interest on, the outstanding Notes on the
stated date for payment thereof or on the applicable redemption date, as the
case may be, and the Company must specify whether the Notes are being defeased
to such stated date for payment or to a particular redemption date;


 


(2)          in the case of an
election under Section 8.02 hereof, the Company must deliver to the
Trustee an Opinion of Counsel confirming 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 Indenture, there has been a change in the applicable federal
income tax law,


 


in
either case to the effect that, and based thereon such Opinion of Counsel shall
confirm that, the Holders of the outstanding Notes will not recognize income,
gain or loss for federal income tax purposes as a result of such Legal
Defeasance and will be subject to federal income tax on the same amounts, in
the same manner and at the same times as would have been the case if such Legal
Defeasance had not occurred;


 


(3)          in the case of an
election under Section 8.03 hereof, the Company must deliver to the
Trustee an Opinion of Counsel confirming that the Holders of the outstanding
Notes will not recognize income, gain or loss for federal income tax purposes
as a result of such Covenant Defeasance and will be subject to federal income
tax on the same amounts, in the same manner and at the same times as would have
been the case if such Covenant Defeasance had not occurred;


 


(4)          no Default or Event of
Default shall have occurred and be continuing on the date of such deposit
(other than a Default or Event of Default resulting from the borrowing of funds
to be applied to such deposit) and the deposit will not result in a breach or
violation of, or constitute a default under, any other instrument to which the
Company is a party or by which the Company is bound;


 


34














 


(5)          such Legal Defeasance or
Covenant Defeasance will not result in a breach or violation of, or constitute
a default under, any material agreement or instrument (other than this
Indenture) to which the Company or any of its Subsidiaries is a party or by which
the Company or any of its Subsidiaries is bound;


 


(6)          the Company must deliver
to the Trustee an Officers’ Certificate stating that the deposit was not made
by the Company with the intent of preferring the Holders of Notes over the
other creditors of the Company with the intent of defeating, hindering,
delaying or defrauding any creditors of the Company or others; and


 


(7)          the Company must deliver
to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating
that all conditions precedent relating to the Legal Defeasance or the Covenant
Defeasance have been complied with.


 


Section 8.05                                Deposited
Money and Government Securities to be Held in Trust; Other Miscellaneous
Provisions


 


Subject to Section 8.06 hereof,
all money and non-callable Government Securities (including the proceeds
thereof) deposited with the Trustee (or other qualifying trustee, collectively
for purposes of this Section 8.05, the “Trustee”)
pursuant to Section 8.04 hereof in respect of the outstanding Notes will
be held in trust and applied by the Trustee, in accordance with the provisions
of such Notes and this Indenture, to the payment, either directly or through
any Paying Agent (including the Company acting as Paying Agent) as the Trustee
may determine, to the Holders of such Notes of all sums due and to become due
thereon in respect of principal, premium, if any, and interest, but such money
need not be segregated from other funds except to the extent required by law.


 


The Company will pay and indemnify
the Trustee against any tax, fee or other charge imposed on or assessed against
the cash or non-callable Government Securities deposited pursuant to Section 8.04
hereof 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
the outstanding Notes; it being understood that the Trustee shall bear no
responsibility for any such tax, fee or other charge that is by law for the
account of the Holders of the outstanding Notes.


 


Notwithstanding anything in this Article 8
to the contrary, the Trustee will deliver or pay to the Company from time to
time upon the request of the Company any money or non-callable Government
Securities held by it as provided in Section 8.04 hereof which, in the
opinion of a nationally recognized investment bank, appraisal firm or firm of
independent public accountants expressed in a written certification thereof
delivered to the Trustee (which may be the opinion delivered under Section 8.04(1) hereof),
are in excess of the amount thereof that would then be required to be deposited
to effect an equivalent Legal Defeasance or Covenant Defeasance.


 


Section 8.06                                Repayment
to Company


 


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, premium, if any, or interest on, any Note and remaining
unclaimed for two years after such principal, premium, if any, or interest has
become due and payable shall be paid to the Company on its request or (if then
held by the Company) will be discharged from such trust; and the Holder of such
Note will thereafter be permitted to 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, will
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 the
New York Times and The Wall Street Journal (national edition), notice that such
money remains unclaimed and that, after a date specified therein, which will
not be less than 30 days from the date of such notification or publication, any
unclaimed balance of such money then remaining will be repaid to the Company.


 


Section 8.07                                Reinstatement


 


If the Trustee or Paying Agent is
unable to apply any U.S. dollars or non-callable Government Securities in
accordance with Section 8.02 or 8.03 hereof, as the case may be, by reason
of any order or judgment of any court or governmental authority enjoining,
restraining or otherwise prohibiting such application, then the Company’s
obligations under this Indenture and the Notes will be revived and reinstated
as though no deposit had occurred pursuant to Section 8.02 or 8.03 hereof
until such time as the Trustee or Paying Agent is permitted to apply all such
money in accordance with Section 8.02 or 8.03 hereof, as the case may be; provided, however, that, if the Company 


 


35

















 


makes
any payment of principal of, premium, if any, or interest on, any Note
following the reinstatement of its obligations, the Company will be subrogated
to the rights of the Holders of such Notes to receive such payment from the
money held by the Trustee or Paying Agent.


 


ARTICLE 9

AMENDMENT, SUPPLEMENT AND WAIVER


 


Section 9.01                                Without
Consent of Holders of Notes


 


Notwithstanding Section 9.02 of
this Indenture, the Company and the Trustee may amend or supplement this
Indenture or the Notes without the consent of any Holder of Note:


 


(1)          to cure any ambiguity,
defect or inconsistency;


 


(2)          to provide for
uncertificated Notes in addition to or in place of certificated Notes;


 


(3)          to provide for the assumption
of the Company’s obligations to the Holders of the Notes by a successor to the
Company pursuant to Article 5 hereof;


 


(4)          to make any change that
would provide any additional rights or benefits to the Holders of the Notes or
that does not adversely affect the legal rights hereunder of any Holder;


 


(5)          to comply with
requirements of the SEC in order to effect or maintain the qualification of
this Indenture under the TIA;


 


(6)          to conform the text of
this Indenture or the Notes to any provision of the “Description of Notes”
section of the Company’s Offering Memorandum dated , 20 , relating to the
initial offering of the Notes, to the extent that such provision in that “Description
of Notes” was intended by the Company to be a verbatim recitation of a provision
of this Indenture or the Notes; or


 


(7)          to provide for the
issuance of Additional Notes in accordance with the limitations set forth in
this Indenture as of the date hereof.


 


Upon the request of the Company
accompanied by a resolution of its Board of Directors authorizing the execution
of any such amended or supplemental indenture, and upon receipt by the Trustee
of the documents described in Section 7.02 hereof, the Trustee will join
with the Company in the execution of any amended or supplemental indenture
authorized or permitted by the terms of this Indenture and to make any further
appropriate agreements and stipulations that may be therein contained, but the
Trustee will not be obligated to enter into such amended or supplemental
indenture that affects its own rights, duties or immunities under this
Indenture or otherwise.


 


Section 9.02                                With
Consent of Holders of Notes


 


Except as provided below in this Section 9.02,
the Company and the Trustee may amend or supplement this Indenture and the Notes
with the consent of the Holders of at least a majority in aggregate principal
amount of the then outstanding Notes voting as a single class (including
consents obtained in connection with a tender offer or exchange offer for, or
purchase of, the Notes), and, subject to Sections 6.04 and 6.07 hereof, any
existing Default or Event of Default (other than a Default or Event of Default
in the payment of the principal of, premium, if any, or interest on, the Notes,
except a payment default resulting from an acceleration that has been
rescinded) or compliance with any provision of this Indenture or the Notes may
be waived with the consent of the Holders of a majority in aggregate principal
amount of the then outstanding Notes voting as a single class (including consents
obtained in connection with a tender offer or exchange offer for, or purchase
of, the Notes).  Section 2.08 hereof
shall determine which Notes are considered to be “outstanding” for purposes of
this Section 9.02.


 


Upon the request of the Company accompanied
by a resolution of its Board of Directors authorizing the execution of any such
amended or supplemental indenture, and upon the filing with the Trustee of
evidence satisfactory to the Trustee of the consent of the Holders of Notes as
aforesaid, and upon receipt by the Trustee of the documents described in Section 7.02
hereof, the Trustee will join with the Company in the execution of such amended
or supplemental indenture unless such amended or supplemental indenture affects
the Trustee’s own rights, 


 


36

















 


duties or
immunities under this Indenture or otherwise, in which case the Trustee may in
its discretion, but will not be obligated to, enter into such amended or
supplemental Indenture.


 


It is not necessary for the consent
of the Holders of Notes under this Section 9.02 to approve the particular
form of any proposed amendment, supplement or waiver, but it is sufficient if
such consent approves the substance thereof.


 


After an amendment, supplement or
waiver under this Section 9.02 becomes effective, the Company will mail to
the Holders of Notes affected thereby a notice briefly describing the
amendment, supplement or waiver.  Any
failure of the Company to mail such notice, or any defect therein, will not,
however, in any way impair or affect the validity of any such amended or
supplemental indenture or waiver. 
Subject to Sections 6.04 and 6.07 hereof, the Holders of a majority in
aggregate principal amount of the Notes then outstanding voting as a single
class (including consents obtained in connection with a tender offer or
exchange offer for, or purchase of, the Notes) may waive compliance in a
particular instance by the Company with any provision of this Indenture or the
Notes. However, without the consent of each Holder affected, an amendment,
supplement or waiver under this Section 9.02 may not (with respect to any
Notes held by a non-consenting Holder):


 


(1)          reduce the principal
amount of Notes whose Holders must consent to an amendment, supplement or
waiver;


 


(2)          reduce the principal of
or change the fixed maturity of any Note or alter or waive any of the
provisions with respect to the redemption of the Notes;


 


(3)          reduce the rate of or
change the time for payment of interest, including default interest, on any
Note;


 


(4)          waive a Default or Event
of Default in the payment of principal of, or premium, if any, or interest on,
the Notes (except a rescission of acceleration of the Notes by the Holders of
at least a majority in aggregate principal amount of the then outstanding Notes
and a waiver of the payment default that resulted from such acceleration);


 


(5)          make any Note payable in
money other than that stated in the Notes;


 


(6)          make any change in the
provisions of this Indenture relating to waivers of past Defaults or the rights
of Holders of Notes to receive payments of principal of, or interest or
premium, if any, on, the Notes;


 


(7)          waive a redemption
payment with respect to any Note; or


 


(8)          make any change in the
preceding amendment and waiver provisions.


 


Section 9.03                                Compliance
with Trust Indenture Act


 


Every amendment or supplement to this
Indenture or the Notes will be set forth in an amended or supplemental
indenture that complies with the TIA as then in effect.


 


Section 9.04                                Revocation
and Effect of Consents


 


Until an amendment, supplement or
waiver becomes effective, a consent to it by a Holder of a Note is a continuing
consent by the Holder of a Note and every subsequent Holder of a Note or
portion of a Note that evidences the same debt as the consenting Holder’s Note,
even if notation of the consent is not made on any Note.  However, any such Holder of a Note or
subsequent Holder of a Note may revoke the consent as to its Note if the
Trustee receives written notice of revocation before the date the amendment
supplement or waiver becomes effective. 
An amendment, supplement or waiver becomes effective in accordance with
its terms and thereafter binds every Holder.


 


37

















 


Section 9.05                                Notation
on or Exchange of Notes


 


The Trustee may place an appropriate
notation about an amendment, supplement or waiver on any Note thereafter
authenticated.  The Company in exchange
for all Notes may issue and the Trustee shall, upon receipt of an Authentication
Order, authenticate new Notes that reflect the amendment, supplement or waiver.


 


Failure to make the appropriate
notation or issue a new Note will not affect the validity and effect of such
amendment, supplement or waiver.


 


Section 9.06                                Trustee
to Sign Amendments, etc


 


The Trustee will sign any amended or
supplemental indenture authorized pursuant to this Article 9 if the
amendment or supplement does not adversely affect the rights, duties,
liabilities or immunities of the Trustee. 
The Company may not sign an amended or supplemental indenture until the
Board of Directors of the Company approves it. 
In executing any amended or supplemental indenture, the Trustee will be
entitled to receive and (subject to Section 7.01 hereof) will be fully
protected in relying upon, in addition to the documents required by Section 11.04
hereof, an Officers’ Certificate and an Opinion of Counsel stating that the
execution of such amended or supplemental indenture is authorized or permitted
by this Indenture and, with respect to such Opinion of Counsel, that such
amended or supplemental indenture is a valid and binding obligation of the
Company, enforceable against it in accordance with its terms (subject to
customary conditions).


 


ARTICLE 10

SATISFACTION AND DISCHARGE


 


Section 10.01                          Satisfaction
and Discharge


 


This Indenture will be discharged and
will cease to be of further effect as to all Notes issued hereunder, when:


 


(1)          either:


 


(a)          all
Notes that have been authenticated, except lost, stolen or destroyed Notes that
have been replaced or paid and Notes for whose payment money has theretofore
been deposited in trust and thereafter repaid to the Company, have been
delivered to the Trustee for cancellation; or


 


(b)         all
Notes that have not been delivered to the Trustee for cancellation have become
due and payable by reason of the mailing of a notice of redemption or otherwise
or will become due and payable within one year and the Company has irrevocably
deposited or caused to be deposited with the Trustee as trust funds in trust solely
for the benefit of the Holders, cash in U.S. dollars, non-callable Government
Securities, or a combination thereof, in such amounts as will be sufficient,
without consideration of any reinvestment of interest, to pay and discharge the
entire Indebtedness on the Notes not delivered to the Trustee for cancellation
for principal, premium, if any, and accrued interest to the date of maturity or
redemption;


 


(1)          no Default or Event of
Default has occurred and is continuing on the date of such deposit (other than
a Default or Event of Default resulting from the borrowing of funds to be
applied to such deposit) and the deposit will not result in a breach or
violation of, or constitute a default under, any other instrument to which the
Company is a party or by which the Company is bound;


 


(2)          the Company has paid or
caused to be paid all sums payable by it under this Indenture; and


 


(3)          the Company has
delivered irrevocable instructions to the Trustee under this Indenture to apply
the deposited money toward the payment of the Notes at maturity or on the
redemption date, as the case may be.


 


In addition, the Company must deliver
an Officers’ Certificate and an Opinion of Counsel to the Trustee stating that
all conditions precedent to satisfaction and discharge have been satisfied.


 


Notwithstanding the satisfaction and
discharge of this Indenture, if money has been deposited with the Trustee
pursuant to subclause (b) of clause (1) of this Section 10.01,
the provisions of Sections 10.02 and 8.06 


 


38

















 


hereof
will survive. In addition, nothing in this Section 10.01 will be deemed to
discharge those provisions of Section 7.07 hereof, that, by their terms,
survive the satisfaction and discharge of this Indenture.


 


Section 10.02                          Application
of Trust Money


 


Subject to the provisions of Section 8.06
hereof, all money deposited with the Trustee pursuant to Section 10.01
hereof shall be held in trust and applied by it, in accordance with the
provisions of the Notes and this Indenture, to the payment, either directly or
through any Paying Agent (including the Company acting as its own Paying Agent)
as the Trustee may determine, to the Persons entitled thereto, of the principal
(and premium, if any) and interest for whose payment such money has been
deposited with the Trustee; but such money need not be segregated from other
funds except to the extent required by law.


 


If the Trustee or Paying Agent is
unable to apply any money or Government Securities in accordance with Section 10.01
hereof by reason of any legal proceeding or by reason of any order or judgment
of any court or governmental authority enjoining, restraining or otherwise
prohibiting such application, the Company’s obligations under this Indenture
and the Notes shall be revived and reinstated as though no deposit had occurred
pursuant to Section 10.01 hereof; provided
that if the Company has made any payment of principal of, premium, if any, or
interest on, any Notes because of the reinstatement of its obligations, the Company
shall be subrogated to the rights of the Holders of such Notes to receive such
payment from the money or Government Securities held by the Trustee or Paying
Agent.


 


ARTICLE 11

MISCELLANEOUS


 


Section 11.01                          Trust
Indenture Act Controls


 


If any provision of this Indenture
limits, qualifies or conflicts with the duties imposed by TIA §318(c), the
imposed duties will control.


 


Section 11.02                          Notices


 


Any notice or communication by the
Company or the Trustee to the other is duly given if in writing and delivered
in Person or by first class mail (registered or certified, return receipt
requested), facsimile transmission or overnight air courier guaranteeing next
day delivery, to the others’ address:


 


If to the Company:


 


Acorda Therapeutics, Inc.

15 Skyline Drive

Hawthorne, New York 10532

Facsimile No.: (      ) -
                            

Attention:


 


With a copy to:


 


Facsimile No.:        ) -
                                  


Attention:


 


If to the Trustee:


 


Wilmington Trust Company

Rodney Square North

1100 North Market Street

Wilmington, Delaware 19890-0001

Facsimile No.: (302) 636-4145 

Phone: (302) 636-6000


Attention: Corporate Capital Markets/Acorda Therapeutics


 


39

















 


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


 


All notices and communications (other
than those sent to Holders) will be deemed to have been duly given: at the time
delivered by hand, if personally delivered; five Business Days after being
deposited in the mail, postage prepaid, if mailed; when receipt acknowledged,
if transmitted by facsimile; and the next Business Day after timely delivery to
the courier, if sent by overnight air courier guaranteeing next day delivery.


 


Any notice or communication to a
Holder will be mailed by first class mail, certified or registered, return
receipt requested, or by overnight air courier guaranteeing next day delivery
to its address shown on the register kept by the Registrar.  Any notice or communication will also be so
mailed to any Person described in TIA § 313(c), to the extent required by
the TIA.  Failure to mail a notice or
communication to a Holder or any defect in it will not affect its sufficiency
with respect to other Holders.


 


If a notice or communication is
mailed in the manner provided above within the time prescribed, it is duly
given, whether or not the addressee receives it.


 


If the Company mails a notice or
communication to Holders, it will mail a copy to the Trustee and each Agent at
the same time.


 


Section 11.03                          Communication
by Holders of Notes with Other Holders of Notes


 


Holders may communicate pursuant to
TIA § 312(b) with other Holders with respect to their rights under
this Indenture or the Notes. The Company, the Trustee, the Registrar and anyone
else shall have the protection of TIA § 312(c).


 


Section 11.04                          Certificate
and Opinion as to Conditions Precedent


 


Upon any request or application by
the Company to the Trustee to take any action under this Indenture, the Company
shall furnish to the Trustee:


 


(1)          an Officers’ Certificate
in form and substance reasonably satisfactory to the Trustee (which must
include the statements set forth in Section 11.05 hereof) stating that, in
the opinion of the signers, all conditions precedent and covenants, if any,
provided for in this Indenture relating to the proposed action have been
satisfied; and


 


(2)          an Opinion of Counsel in
form and substance reasonably satisfactory to the Trustee (which must include
the statements set forth in Section 11.05 hereof) stating that, in the
opinion of such counsel, all such conditions precedent and covenants have been
satisfied.


 


Section 11.05                          Statements
Required in Certificate or Opinion


 


Each certificate or opinion with respect
to compliance with a condition or covenant provided for in this Indenture
(other than a certificate provided pursuant to TIA § 314(a)(4)) must
comply with the provisions of TIA § 314(e) and must include:


 


(1)          a statement that the
Person making such certificate or opinion has read such covenant or condition;


 


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


 


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


 


(4)          a statement as to
whether or not, in the opinion of such Person, such condition or covenant has
been satisfied.


 


40

















 


Section 11.06                          Rules by
Trustee and Agents


 


The Trustee may make reasonable rules for
action by or at a meeting of Holders. The Registrar or Paying Agent may make
reasonable rules and set reasonable requirements for its functions.


 


Section 11.07                          No
Personal Liability of Directors, Officers, Employees and Stockholders


 


No past, present or future director,
officer, employee, incorporator or stockholder of the Company will have any
liability for any obligations of the Company under the Notes or this Indenture,
or for any claim based on, in respect of, or by reason of, such obligations or
their creation.  Each Holder of Notes by
accepting a Note waives and releases all such liability.  The waiver and release are part of the
consideration for issuance of the Notes. 
The waiver may not be effective to waive liabilities under the federal
securities laws.


 


Section 11.08                          Governing
Law


 


THE INTERNAL LAW OF THE STATE OF NEW
YORK WILL GOVERN AND BE USED TO CONSTRUE THIS INDENTURE AND THE NOTES WITHOUT
GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT
THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.


 


Section 11.09                          No
Adverse Interpretation of Other Agreements


 


This Indenture may not be used to
interpret any other indenture, loan or debt agreement of the Company or its
Subsidiaries or of any other Person.  Any
such indenture, loan or debt agreement may not be used to interpret this
Indenture.


 


Section 11.10                          Successors


 


All agreements of the Company in this
Indenture and the Notes will bind its successors.  All agreements of the Trustee in this
Indenture will bind its successors.


 


Section 11.11                          Severability


 


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


 


Section 11.12                          Counterpart
Originals


 


The parties may sign any number of
copies of this Indenture.  Each signed
copy will be an original, but all of them together represent the same
agreement.


 


Section 11.13                          Table of
Contents, Headings, etc.


 


The Table of Contents, Cross-Reference
Table and Headings of the Articles and Sections of this Indenture have been
inserted for convenience of reference only, are not to be considered a part of
this Indenture and will in no way modify or restrict any of the terms or
provisions hereof.


 


[Signatures on following page]


 


41

















 


SIGNATURES


 


	
  Dated as of
            , 20

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   ACORDA
  THERAPEUTICS, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  WILMINGTON TRUST COMPANY

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


42














 


Exhibit A-1


 


Face of Note


 


	
    

   	
    

   	
   CUSIP/CINS 

   
	
    

   	
    

   	
   %
   Senior Notes due 20

   
	
   No. 

   	
    

   	
   $

   
	
    

   	
    

   	
    

   
	
   ACORDA
   THERAPEUTICS, INC. promises to pay to

   or registered assigns,

   	
    

   	
   or

   
	
    

   	
    

   	
    

   
	
   the
   principal sum of 

   	
    

   	
   DOLLARS on

   
	
    

   	
    

   	
    

   
	
                    ,
   20     .

   	
    

   	
    

   
	
   Interest
   Payment Dates: 

   	
   and

   
	
   Record
   Dates: 

   	
   and

   
				



 


 


	
   

  	
  ACORDA THERAPEUTICS, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


This
is one of the Notes referred to

in the within-mentioned Indenture:


 


WILMINGTON TRUST COMPANY, 

as Trustee


 


 


	
  By:

  	
   

  	
   

  
	
   

  	
  Authorized Signatory

  	
   

  
	
   

  	
   

  	
   

  
	
  Dated:

  	
   

  	
   

  
				



 


A-1

















 


Back of Note

% Senior Notes due 20


 


Insert
the Global Note Legend, if applicable pursuant to the provisions of the
Indenture


 


Insert
the Private Placement Legend, if applicable pursuant to the provisions of the
Indenture


 


Capitalized terms used herein have
the meanings assigned to them in the Indenture referred to below unless
otherwise indicated.


 


(1)          INTEREST. 
Acorda Therapeutics, Inc., a Delaware corporation (the “Company”), promises to pay interest on the
principal amount of this Note at % per annum from
                      ,
20     until maturity. 
The Company will pay interest semi-annually in arrears on and of each
year, or if any such day is not a Business Day, on the next succeeding Business
Day (each, an “Interest Payment Date”).  Interest on the Notes will accrue from the
most recent date to which interest has been paid or, if no interest has been
paid, from the date of issuance; provided
that if there is no existing Default in the payment of interest, and if this
Note is authenticated between a record date referred to on the face hereof and
the next succeeding Interest Payment Date, interest shall accrue from such next
succeeding Interest Payment Date; provided
further that the first Interest Payment Date shall be
                      ,
20    .  The Company
will pay interest (including post-petition interest in any proceeding under any
Bankruptcy Law) on overdue principal and premium, if any, from time to time on
demand at a rate that is 1% per annum in excess of the rate then in effect to
the extent lawful; it will pay interest (including post-petition interest in
any proceeding under any Bankruptcy Law) on overdue installments of interest
(without regard to any applicable grace periods) from time to time on demand at
the same rate to the extent lawful. 
Interest will be computed on the basis of a 360-day year of twelve
30-day months.


 


(2)          METHOD OF PAYMENT.  The Company will pay interest on the Notes
(except defaulted interest) to the Persons who are registered Holders of Notes
at the close of business on the
                or
             next
preceding the Interest Payment Date, even if such Notes are canceled after such
record date and on or before such Interest Payment Date, except as provided in Section 2.12
of the Indenture with respect to defaulted interest.  The Notes will be payable as to principal,
premium, if any, and interest at the office or agency of the Company maintained
for such purpose within or without
                  ,
,                 
or, at the option of the Company, payment of interest may be made by check
mailed to the Holders at their addresses set forth in the register of Holders; provided that payment by wire transfer of
immediately available funds will be required with respect to principal of and
interest, and premium, if any, on, all Global Notes and all other Notes the
Holders of which will have provided wire transfer instructions to the Company
or the Paying Agent.  Such payment will
be 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.


 


(3)          PAYING AGENT AND REGISTRAR.  Initially, Wilmington Trust Company, the
Trustee under the Indenture, will act as Paying Agent and Registrar.  The Company may change any Paying Agent or
Registrar without notice to any Holder. 
The Company or any of its Subsidiaries may act in any such capacity.


 


(4)          INDENTURE. 
The Company issued the Notes under an Indenture dated as of
                      ,
20     (the “Indenture”)
between the Company and the Trustee.  The
terms of the Notes include those stated in the Indenture and those made part of
the Indenture by reference to the TIA. 
The Notes are subject to all such terms, and Holders are referred to the
Indenture and such Act for a statement of such terms.  To the extent any provision of this Note
conflicts with the express provisions of the Indenture, the provisions of the
Indenture shall govern and be controlling. 
The Indenture does not limit the aggregate principal amount of Notes
that may be issued thereunder.


 


(5)          OPTIONAL REDEMPTION. 
On or after
                      ,
20       , the Company will have the option to
redeem all or a part of the Notes upon not less than 30 nor more than 60 days’
notice, at the redemption prices (expressed as percentages of principal amount)
set forth below plus accrued and unpaid interest on the Notes redeemed to the
applicable redemption date, if redeemed during the twelve-month 


 


A-2

















 


period beginning on of
the years indicated below, subject to the rights of Holders on the relevant
record date to receive interest on the relevant interest payment date:


 


	
  Year

  	
   

  	
  Percentage

  	
   

  
	
  20

  	
   

  	
   

  	
  %

  
	
  20

  	
   

  	
   

  	
  %

  
	
  20

  	
   

  	
   

  	
  %

  
	
  20 and thereafter

  	
   

  	
   

  	
  %

  



 


Unless the Company defaults in the
payment of the redemption price, interest will cease to accrue on the Notes or
portions thereof called for redemption on the applicable redemption date.


 


(6)          MANDATORY
REDEMPTION.


 


The Company is not required to make
mandatory redemption or sinking fund payments with respect to the Notes.


 


(7)          NOTICE OF
REDEMPTION.  Notice of
redemption will be mailed at least 30 days but not more than 60 days before the
redemption date to each Holder whose Notes are to be redeemed at its registered
address, except that redemption notices may be mailed more than 60 days prior
to a redemption date if the notice is issued in connection with a defeasance of
the Notes or a satisfaction or discharge of the Indenture. Notes in
denominations larger than $1,000 may be redeemed in part but only in whole
multiples of $1,000, unless all of the Notes held by a Holder are to be
redeemed.


 


(8)          DENOMINATIONS,
TRANSFER, EXCHANGE.  Except as
provided in Section 2.01(a) of the Indenture, the Notes are in
registered form without coupons in denominations of $1,000 and integral
multiples of $1,000.  The transfer of
Notes may be registered and Notes may be exchanged as provided in the
Indenture.  The Registrar and the Trustee
may require a Holder, among other things, to furnish appropriate endorsements
and transfer documents and the Company may require a Holder to pay any taxes
and fees required by law or permitted by the Indenture.  The Company need not exchange or register the
transfer of any Note or portion of a Note selected for redemption, except for
the unredeemed portion of any Note being redeemed in part.  Also, the Company need not exchange or
register the transfer of any Notes for a period of 15 days before a selection of
Notes to be redeemed or during the period between a record date and the
corresponding Interest Payment Date.


 


(9)          PERSONS
DEEMED OWNERS. The registered Holder of a Note may be treated as its
owner for all purposes.


 


(10)    AMENDMENT,
SUPPLEMENT AND WAIVER. 
Subject to certain exceptions, the Indenture or the Notes may be amended
or supplemented with the consent of the Holders of at least a majority in
aggregate principal amount of the then outstanding Notes voting as a single
class, and, subject to certain exceptions, any existing Default or Event or
Default or compliance with any provision of the Indenture or the Notes may be
waived with the consent of the Holders of a majority in aggregate principal
amount of the then outstanding Notes voting as a single class.  Without the consent of any Holder of a Note,
the Indenture or the Notes may be amended or supplemented to cure any
ambiguity, defect or inconsistency, to provide for uncertificated Notes in
addition to or in place of certificated Notes, to provide for the assumption of
the Company’s obligations to Holders of the Notes in case of a merger or
consolidation, to make any change that would provide any additional rights or
benefits to the Holders of the Notes or that does not adversely affect the
legal rights under the Indenture of any such Holder, to comply with the
requirements of the SEC in order to effect or maintain the qualification of the
Indenture under the TIA, to conform the text of the Indenture or the Notes to
any provision of the “Description of Notes” section of the Company’s Offering
Memorandum dated
             ,
20  , relating to the initial offering of the Notes, to the extent
that such provision in that “Description of Notes” was intended by the Company
to be a verbatim recitation of a provision of the Indenture or the Notes; or to
provide for the issuance of Additional Notes in accordance with the limitations
set forth in the Indenture.


 


A-3

















 


(11)    DEFAULTS AND
REMEDIES.  Events of Default
include: (i) default for 30 days in the payment when due of interest on
the Notes; (ii) default in the payment when due of the principal of, or
premium, if any, on, the Notes when the same becomes due and payable at
maturity, upon redemption (including in connection with an offer to purchase)
or otherwise; (iii) failure by the Company to comply with Section 5.01
of the Indenture; (iv) failure by the Company for 60 days after notice to
the Company by the Trustee or the Holders of at least 25% in aggregate
principal amount of the Notes then outstanding voting as a single class to
comply with any of the other agreements in the Indenture; (v) default
under certain other agreements relating to Indebtedness of the Company which
default results in the acceleration of such Indebtedness prior to its express
maturity; (vi) certain final judgments for the payment of money that
remain undischarged for a period of 60 days; and (vii) certain events of
bankruptcy or insolvency with respect to the Company or any of its Subsidiaries
that is a Significant Subsidiary or any group of Subsidiaries that, taken
together, would constitute a Significant Subsidiary.  If any Event of Default occurs and is
continuing, the Trustee or the Holders of at least 25% in aggregate principal
amount of the then outstanding Notes may declare all the Notes to be due and
payable immediately.  Notwithstanding the
foregoing, in the case of an Event of Default arising from certain events of
bankruptcy or insolvency, all outstanding Notes will become due and payable
immediately without further action or notice. 
Holders may not enforce the Indenture or the Notes except as provided in
the Indenture.  Subject to certain
limitations, Holders of a majority in aggregate principal amount of the then
outstanding Notes may direct the Trustee in its exercise of any trust or
power.  The Trustee may withhold from
Holders of the Notes notice of any continuing Default or Event of Default
(except a Default or Event of Default relating to the payment of principal or
interest or premium, if any,) if the Board of Directors of the Trustee or a
committee of the Trustee’ Responsible Officers determines that withholding
notice is in their interest.  The Holders
of a majority in aggregate principal amount of the then outstanding Notes by
notice to the Trustee may, on behalf of the Holders, rescind an acceleration
and its consequences if the rescission would not conflict with any judgment or
decree and if all existing Events of Default (except nonpayment of principal,
interest or premium, if any, that has become due solely because of the
acceleration) have been cured or waived. 
The Company is required to deliver to the Trustee annually a statement
regarding compliance with the Indenture, and the Company is required, upon
becoming aware of any Default or Event of Default, to deliver to the Trustee a
statement specifying such Default or Event of Default.


 


(12)    TRUSTEE
DEALINGS WITH COMPANY.  The
Trustee, in its individual or any other capacity, may make loans to, accept
deposits from, and perform services for the Company or its Affiliates, and may
otherwise deal with the Company or its Affiliates, as if it were not the
Trustee.


 


(13)    NO RECOURSE
AGAINST OTHERS.  A director,
officer, employee, incorporator or stockholder of the Company will not have any
liability for any obligations of the Company under the Notes or the Indenture
or for any claim based on, in respect of, or by reason of, such obligations or
their creation.  Each Holder by accepting
a Note waives and releases all such liability. The waiver and release are part
of the consideration for the issuance of the Notes.


 


(14)    AUTHENTICATION.  This Note will not be valid until
authenticated by the manual signature of the Trustee or an authenticating
agent.


 


(15)    ABBREVIATIONS.  Customary abbreviations may be used in the name
of a Holder or an assignee, such as: TEN COM (= tenants in common), TEN ENT (=
tenants by the entireties), JT TEN (= joint tenants with right of survivorship
and not as tenants in common), CUST (= Custodian), and U/G/M/A (= Uniform Gifts
to Minors Act).


 


(16)    CUSIP
NUMBERS.  Pursuant to a
recommendation promulgated by the Committee on Uniform Security Identification
Procedures, the Company has caused CUSIP numbers to be printed on the Notes,
and the Trustee may use CUSIP numbers in notices of redemption as a convenience
to Holders.  No representation is made as
to the accuracy of such numbers either as printed on the Notes or as contained
in any notice of redemption, and reliance may be placed only on the other identification
numbers placed thereon.


 


(17)    GOVERNING
LAW.  THE INTERNAL LAW OF THE
STATE OF NEW YORK WILL GOVERN AND BE USED TO CONSTRUE THE INDENTURE AND THIS
NOTE WITHOUT GIVING 


 


A-4

















 


EFFECT TO APPLICABLE
PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS
OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.


 


The Company will furnish to any
Holder upon written request and without charge a copy of the Indenture.  Requests may be made to:


 


Acorda
Therapeutics, Inc.

15 Skyline Drive

Hawthorne, New York 10532

Attention:


 


A-5

















 


ASSIGNMENT FORM


 


To assign this Note, fill in the form
below:


 


	
  (I) or (we) assign
  and transfer this Note to:

  	
   

  	
   

  
	
   

  	
   

  	
  (Insert assignee’s
  legal name)

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (Insert assignee’s soc.
  sec. or tax I.D. no.)

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (Print or type
  assignee’s name, address and zip code)

  
	
  and irrevocably appoint
  to transfer this Note on the

  books of the Company. The agent may substitute

  another to act for him.

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Date:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Your Signature:

  	
   

  
	
   

  	
   

  	
  (Sign
  exactly as your name appears on the face

  
	
   

  	
   

  	
  of
  this Note)

  
	
  Signature 

  Guarantee:*

  	
   

  	
   

  	
   

  
						



 






* Participant in a recognized Signature Guarantee Medallion Program (or
other signature guarantor acceptable to the Trustee).


 


A-6

















 


SCHEDULE OF EXCHANGES OF INTERESTS IN THE
GLOBAL NOTE*


 


The following exchanges of a part of
this Global Note for an interest in another Global Note or for a Definitive
Note, or exchanges of a part of another Global Note or Definitive Note for an
interest in this Global Note, have been made:


 


	
  Date of Exchange

  	
   

  	
  Amount of decrease

  in Principal

  Amount of this

  Global Note

  	
   

  	
  Amount of increase

  in Principal

  Amount of this

  Global Note

  	
   

  	
  Principal Amount

  of this Global Note

  following such

  decrease (or

  increase)

  	
   

  	
  Signature of

  authorized officer

  of Trustee or

  Custodian

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 






* This schedule should be included only if the Note is issued in
global form.


 


A-7














 


Exhibit A2


 


Face of Regulation S Temporary Global Note


 


	
   

  	
   

  	
  CUSIP/CINS

  
	
   

  	
   

  	
   

  
	
   

  	
  % Senior Notes due 20

  	
   

  
	
   

  	
   

  	
   

  
	
  No.

  	
   

  	
  $

  
	
   

  	
   

  	
   

  
	
  ACORDA THERAPEUTICS,
  INC. promises to pay to

  registered assigns,

  	
   

  	
  or

  
	
   

  	
   

  	
   

  
	
  the principal sum of 

  	
   

  	
  DOLLARS on

  
	
                              ,
  20      .

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Interest Payment Dates:

  	
  and

  	
   

  
	
  Record Dates:

  	
  and

  	
   

  
				



 


 


	
   

  	
  ACORDA THERAPEUTICS, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


 


	
  This is one of the Notes referred to

  	
   

  
	
  in the within-mentioned Indenture:

  	
   

  
	
   

  	
   

  
	
  WILMINGTON TRUST COMPANY,

  	
   

  
	
  as Trustee

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
   

  	
   

  
	
   

  	
    Authorized Signatory

  
	
   

  	
   

  
	
  Dated:

  	
   

  	
   

  
					



 


A-8

















 


Back of Regulation S Temporary Global Note
  % Senior Notes due 20


 


THE
RIGHTS ATTACHING TO THIS REGULATION S TEMPORARY GLOBAL NOTE, AND THE CONDITIONS
AND PROCEDURES GOVERNING ITS EXCHANGE FOR CERTIFICATED NOTES, ARE AS SPECIFIED
IN THE INDENTURE (AS DEFINED HEREIN). 
NEITHER THE HOLDER NOR THE BENEFICIAL OWNERS OF THIS REGULATION S
TEMPORARY GLOBAL NOTE SHALL BE ENTITLED TO RECEIVE PAYMENT OF INTEREST HEREON.


 


THIS
GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE GOVERNING
THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL OWNERS
HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT
THAT (1) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE
REQUIRED PURSUANT TO SECTION 2.06 OF THE INDENTURE, (2) THIS GLOBAL
NOTE MAY BE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.06(a) OF
THE INDENTURE, (3) THIS GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE
FOR CANCELLATION PURSUANT TO SECTION 2.11 OF THE INDENTURE AND (4) THIS
GLOBAL NOTE MAY BE TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH THE PRIOR
WRITTEN CONSENT OF THE COMPANY.


 


UNLESS
AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN DEFINITIVE
FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY
TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE
DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY
SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR
DEPOSITARY.  UNLESS THIS CERTIFICATE IS
PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (55
WATER STREET, NEW YORK, NEW YORK) (“DTC”), TO THE COMPANY OR ITS AGENT FOR
REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS
REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS MAY BE
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR SUCH OTHER ENTITY AS MAY BE REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.


 


THIS
NOTE HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED
(THE “SECURITIES ACT”), AND ACCORDINGLY MAY NOT BE OFFERED, SOLD, PLEDGED
OR OTHERWISE TRANSFERRED WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR
BENEFIT OF, U.S. PERSONS, EXCEPT AS SET FORTH IN THE FOLLOWING SENTENCE.  BY ITS ACQUISITION HEREOF OR OF A BENEFICIAL
INTEREST HEREIN, THE HOLDER (1) REPRESENTS THAT (A) IT IS A “QUALIFIED
INSTITUTIONAL BUYER” (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) (A “QIB”),
(B) IT IS NOT A U.S. PERSON, IS NOT ACQUIRING THIS NOTE FOR THE ACCOUNT OR
BENEFIT OF A U.S. PERSON AND IS ACQUIRING THIS NOTE IN AN OFFSHORE TRANSACTION
IN COMPLIANCE WITH REGULATION S UNDER THE SECURITIES ACT OR (C) IT IS AN
INSTITUTIONAL “ACCREDITED INVESTOR” (AS DEFINED IN RULE 501(A)(1), (2), (3) OR
(7) OF REGULATION D UNDER THE SECURITIES ACT) (AN “IAI”), (2) AGREES
THAT IT WILL NOT, WITHIN THE TIME PERIOD REFERRED TO UNDER RULE 144(b)(1) (TAKING
INTO ACCOUNT THE PROVISIONS OF RULE 144(d) UNDER THE SECURITIES ACT, IF
APPLICABLE) UNDER THE SECURITIES ACT AS IN EFFECT ON THE DATE OF THE TRANSFER
OF THIS NOTE, RESELL OR OTHERWISE TRANSFER THIS NOTE EXCEPT (A) TO THE
COMPANY OR ANY SUBSIDIARY THEREOF, (B) TO A PERSON WHOM THE HOLDER
REASONABLY BELIEVES IS A QIB PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT
OF A QIB IN COMPLIANCE WITH RULE 144A UNDER THE SECURITIES ACT, (C) OUTSIDE
THE UNITED STATES IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH RULE 904 UNDER
THE SECURITIES ACT, (D) PURSUANT TO THE EXEMPTION FROM REGISTRATION
PROVIDED BY RULE 144 UNDER THE SECURITIES ACT (IF AVAILABLE), (E) TO AN
IAI THAT, PRIOR TO SUCH TRANSFER, FURNISHES TO THE TRUSTEE A SIGNED LETTER
CONTAINING CERTAIN REPRESENTATIONS AND AGREEMENTS RELATING TO THE REGISTRATION
OF TRANSFER OF THIS 


 


A-9

















 


NOTE
(THE FORM OF WHICH LETTER CAN BE OBTAINED FROM THE TRUSTEE) AND, IF SUCH
TRANSFER IS IN RESPECT OF AN AGGREGATE PRINCIPAL AMOUNT OF NOTES AT THE TIME OF
TRANSFER OF LESS THAN $250,000, AN OPINION OF COUNSEL ACCEPTABLE TO THE COMPANY
THAT SUCH TRANSFER IS IN COMPLIANCE WITH THE SECURITIES ACT OR (F) PURSUANT
TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND, IN EACH
CASE, IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS, AND (3) AGREES
THAT IT WILL DELIVER TO EACH PERSON TO WHOM THIS NOTE OR AN INTEREST HEREIN IS
TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND.  IN CONNECTION WITH ANY TRANSFER OF THIS NOTE
OR ANY INTEREST HEREIN WITHIN THE TIME PERIOD REFERRED TO ABOVE, THE HOLDER
MUST CHECK THE APPROPRIATE BOX SET FORTH ON THE REVERSE HEREOF RELATING TO THE
MANNER OF SUCH TRANSFER AND SUBMIT THIS CERTIFICATE TO THE TRUSTEE.  AS USED HEREIN, THE TERMS “OFFSHORE
TRANSACTION,” “UNITED STATES” AND “U.S. PERSON” HAVE THE MEANINGS GIVEN TO THEM
BY RULE 902 OF REGULATION S UNDER THE SECURITIES ACT.  THE INDENTURE CONTAINS A PROVISION REQUIRING
THE TRUSTEE TO REFUSE TO REGISTER ANY TRANSFER OF THIS NOTE IN VIOLATION OF THE
FOREGOING RESTRICTIONS.


 


Capitalized terms used herein have
the meanings assigned to them in the Indenture referred to below unless
otherwise indicated.


 


(1)          INTEREST. 
Acorda Therapeutics, Inc., a Delaware corporation (the “Company”), promises to pay interest on the
principal amount of this Note at
         % per annum from
                          
, 20    until maturity. The Company will pay interest
semi-annually in arrears on
                          and
                          of
each year, or if any such day is not a Business Day, on the next succeeding
Business Day (each, an “Interest Payment
Date”).  Interest on the Notes
will accrue from the most recent date to which interest has been paid or, if no
interest has been paid, from the date of issuance; provided that if there is no existing Default in the payment
of interest, and if this Note is authenticated between a record date referred
to on the face hereof and the next succeeding Interest Payment Date, interest
shall accrue from such next succeeding Interest Payment Date; provided further that the first Interest
Payment Date shall be
                          ,
20      .  The
Company will pay interest (including post-petition interest in any proceeding
under any Bankruptcy Law) on overdue principal and premium, if any, from time
to time on demand at a rate that is 1% per annum in excess of the rate then in
effect to the extent lawful; it will pay interest (including post-petition
interest in any proceeding under any Bankruptcy Law) on overdue installments of
interest (without regard to any applicable grace periods) from time to time on
demand at the same rate to the extent lawful. 
Interest will be computed on the basis of a 360-day year of twelve
30-day months.


 


Until this Regulation S Temporary Global Note is
exchanged for one or more Regulation S Permanent Global Notes, the Holder
hereof shall not be entitled to receive payments of interest hereon; until so
exchanged in full, this Regulation S Temporary Global Note shall in all other
respects be entitled to the same benefits as other Notes under the Indenture.


 


(2)          METHOD OF PAYMENT.  The Company will pay interest on the Notes
(except defaulted interest) to the Persons who are registered Holders of Notes
at the close of business on the
                          or
next preceding the Interest Payment Date, even if such Notes are canceled after
such record date and on or before such Interest Payment Date, except as
provided in Section 2.12 of the Indenture with respect to defaulted
interest.  The Notes will be payable as
to principal, premium, if any, and interest at the office or agency of the
Company maintained for such purpose within or without
                          ,
                          ,
or, at the option of the Company, payment of interest may be made by check
mailed to the Holders at their addresses set forth in the register of Holders; provided that payment by wire transfer of
immediately available funds will be required with respect to principal of and
interest, and premium on, all Global Notes and all other Notes the Holders of
which will have provided wire transfer instructions to the Company or the
Paying Agent.  Such payment will be 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.


 


(3)          PAYING AGENT AND REGISTRAR.  Initially, Wilmington Trust Company, the
Trustee under the Indenture, will act as Paying Agent and Registrar.  The Company may change any Paying Agent or
Registrar without notice to any Holder. 
The Company or any of its Subsidiaries may act in any such capacity.


 


A-10

















 


(4)          INDENTURE The Company issued the Notes
under an Indenture dated as of
                          ,
20     (the “Indenture”)
between the Company and the Trustee.  The
terms of the Notes include those stated in the Indenture and those made part of
the Indenture by reference to the TIA. 
The Notes are subject to all such terms, and Holders are referred to the
Indenture and such Act for a statement of such terms.  To the extent any provision of this Note conflicts
with the express provisions of the Indenture, the provisions of the Indenture
shall govern and be controlling.  The
Indenture does not limit the aggregate principal amount of Notes that may be
issued thereunder.


 


(5)          OPTIONAL
REDEMPTION.


 


On or after
                         ,
20       , the Company will have the option
to redeem all or a part of the Notes upon not less than 30 nor more than 60
days’ notice, at the redemption prices (expressed as percentages of principal
amount) set forth below plus accrued and unpaid interest on the Notes redeemed
to the applicable redemption date, if redeemed during the twelve-month period
beginning on of the years indicated below, subject to the rights of Holders on
the relevant record date to receive interest on the relevant interest payment
date:


 


	
  Year

  	
   

  	
  Percentage

  	
   

  
	
  20

  	
   

  	
   

  	
  %

  
	
  20

  	
   

  	
   

  	
  %

  
	
  20

  	
   

  	
   

  	
  %

  
	
  20
                            
  and thereafter

  	
   

  	
   

  	
  %

  



 


Unless
the Company defaults in the payment of the redemption price, interest will
cease to accrue on the Notes or portions thereof called for redemption on the
applicable redemption date.


 


(6)          MANDATORY
REDEMPTION.


 


The Company is not required to make
mandatory redemption or sinking fund payments with respect to the Notes.


 


(7)          NOTICE OF REDEMPTION.  Notice of redemption will be mailed at least
30 days but not more than 60 days before the redemption date to each Holder
whose Notes are to be redeemed at its registered address, except that
redemption notices may be mailed more than 60 days prior to a redemption date
if the notice is issued in connection with a defeasance of the Notes or a
satisfaction or discharge of the Indenture. 
Notes in denominations larger than $1,000 may be redeemed in part but
only in whole multiples of $1,000, unless all of the Notes held by a Holder are
to be redeemed.


 


(8)          DENOMINATIONS, TRANSFER, EXCHANGE.  Except as provided in Section 2.01(a) of
the Indenture, the Notes are in registered form without coupons in
denominations of $1,000 and integral multiples of $1,000.  The transfer of Notes may be registered and
Notes may be exchanged as provided in the Indenture.  The Registrar and the Trustee may require a
Holder, among other things, to furnish appropriate endorsements and transfer
documents and the Company may require a Holder to pay any taxes and fees
required by law or permitted by the Indenture. 
The Company need not exchange or register the transfer of any Note or
portion of a Note selected for redemption, except for the unredeemed portion of
any Note being redeemed in part.  Also,
the Company need not exchange or register the transfer of any Notes for a
period of 15 days before a selection of Notes to be redeemed or during the
period between a record date and the corresponding Interest Payment Date.


 


This Regulation S Temporary Global
Note is exchangeable in whole or in part for one or more Global Notes only (i) on
or after the termination of the 40-day distribution compliance period (as
defined in Regulation S) and (ii) upon presentation of certificates
(accompanied by an Opinion of Counsel, if applicable) required by Article 2
of the Indenture.  Upon exchange of this
Regulation S Temporary Global Note for one or more Global Notes, the Trustee
shall cancel this Regulation S Temporary Global Note.


 


(9)          PERSONS DEEMED OWNERS. The registered
Holder of a Note may be treated as its owner for all purposes.


 


A-11

















 


(10)    AMENDMENT, SUPPLEMENT AND WAIVER.  Subject to certain exceptions, the Indenture
or the Notes may be amended or supplemented with the consent of the Holders of
at least a majority in aggregate principal amount of the then outstanding Notes
voting as a single class, and, subject to certain exceptions, any existing
Default or Event or Default or compliance with any provision of the Indenture or
the Notes may be waived with the consent of the Holders of a majority in
aggregate principal amount of the then outstanding Notes voting as a single
class.  Without the consent of any Holder
of a Note, the Indenture or the Notes may be amended or supplemented to cure
any ambiguity, defect or inconsistency, to provide for uncertificated Notes in
addition to or in place of certificated Notes, to provide for the assumption of
the Company’s obligations to Holders of the Notes in case of a merger or
consolidation, to make any change that would provide any additional rights or
benefits to the Holders of the Notes or that does not adversely affect the
legal rights under the Indenture of any such Holder, to comply with the
requirements of the SEC in order to effect or maintain the qualification of the
Indenture under the TIA, to conform the text of the Indenture or the Notes to
any provision of the “Description of Notes” section of the Company’s Offering
Memorandum dated
                      ,
20    , relating to the initial offering of the Notes, to
the extent that such provision in that “Description of Notes” was intended by
the Company to be a verbatim recitation of a provision of the Indenture or the
Notes; or to provide for the issuance of Additional Notes in accordance with
the limitations set forth in the Indenture.


 


(11)    DEFAULTS AND REMEDIES. Events of Default include: (i) default
for 30 days in the payment when due of interest on the Notes; (ii) default
in the payment when due of the principal of, or premium, if any, on, the Notes
when the same becomes due and payable at maturity, upon redemption (including
in connection with an offer to purchase) or otherwise; (iii) failure by
the Company to comply with Section 5.01 of the Indenture; (iv) failure
by the Company for 60 days after notice to the Company by the Trustee or the
Holders of at least 25% in aggregate principal amount of the Notes then
outstanding voting as a single class to comply with any of the other agreements
in the Indenture; (v) default under certain other agreements relating to
Indebtedness of the Company which default results in the acceleration of such
Indebtedness prior to its express maturity; (vi) certain final judgments
for the payment of money that remain undischarged for a period of 60 days; and (vii) certain
events of bankruptcy or insolvency with respect to the Company or any of its
Subsidiaries that is a Significant Subsidiary or any group of Subsidiaries
that, taken together, would constitute a Significant Subsidiary. If any Event
of Default occurs and is continuing, the Trustee or the Holders of at least 25%
in aggregate principal amount of the then outstanding Notes may declare all the
Notes to be due and payable immediately. Notwithstanding the foregoing, in the
case of an Event of Default arising from certain events of bankruptcy or
insolvency, all outstanding Notes will become due and payable immediately
without further action or notice. Holders may not enforce the Indenture or the
Notes except as provided in the Indenture. Subject to certain limitations,
Holders of a majority in aggregate principal amount of the then outstanding
Notes may direct the Trustee in its exercise of any trust or power.  The Trustee may withhold from Holders of the Notes
notice of any continuing Default or Event of Default (except a Default or Event
of Default relating to the payment of principal or interest or premium, if
any,) if the Board of Directors of the Trustee or a committee of the Trustee’s
Responsible Officers determines that withholding notice is in their
interest.  The Holders of a majority in
aggregate principal amount of the then outstanding Notes by notice to the
Trustee may, on behalf of the Holders, rescind an acceleration and its
consequences if the rescission would not conflict with any judgment or decree
and if all existing Events of Default (except nonpayment of principal, interest
or premium, if any, that has become due solely because of the acceleration)
have been cured or waived.  The Company is
required to deliver to the Trustee annually a statement regarding compliance
with the Indenture, and the Company is required, upon becoming aware of any
Default or Event of Default, to deliver to the Trustee a statement specifying
such Default or Event of Default.


 


(12)    TRUSTEE DEALINGS WITH COMPANY.  The Trustee, in its individual or any other
capacity, may make loans to, accept deposits from, and perform services for the
Company or its Affiliates, and may otherwise deal with the Company or its
Affiliates, as if it were not the Trustee.


 


(13)    NO RECOURSE AGAINST OTHERS. 
A director, officer, employee, incorporator or stockholder of the
Company will not have any liability for any obligations of the Company under
the Notes or the Indenture or for any claim based on, in respect of, or by
reason of, such obligations or their creation. 
Each Holder by accepting a Note waives and releases all such
liability.  The waiver and release are
part of the consideration for the issuance of the Notes.


 


A-12

















 


(14)    AUTHENTICATION.  This
Note will not be valid until authenticated by the manual signature of the
Trustee or an authenticating agent.


 


(15)    ABBREVIATIONS. 
Customary abbreviations may be used in the name of a Holder or an
assignee, such as: TEN COM (= tenants in common), TEN ENT (= tenants by the
entireties), JT TEN (= joint tenants with right of survivorship and not as
tenants in common), CUST (= Custodian), and U/G/M/A (= Uniform Gifts to Minors
Act).


 


(16)    CUSIP NUMBERS. 
Pursuant to a recommendation promulgated by the Committee on Uniform
Security Identification Procedures, the Company has caused CUSIP numbers to be
printed on the Notes, and the Trustee may use CUSIP numbers in notices of
redemption as a convenience to Holders. 
No representation is made as to the accuracy of such numbers either as
printed on the Notes or as contained in any notice of redemption, and reliance
may be placed only on the other identification numbers placed thereon.


 


(17)    GOVERNING LAW.  THE
INTERNAL LAW OF THE STATE OF NEW YORK WILL GOVERN AND BE USED TO CONSTRUE THE
INDENTURE AND THIS NOTE WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF
CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER
JURISDICTION WOULD BE REQUIRED THEREBY.


 


The Company will furnish to any
Holder upon written request and without charge a copy of the Indenture.
Requests may be made to:


 


Acorda
Therapeutics, Inc.

15 Skyline Drive

Hawthorne, New York 10532

Attention:


 


A-13

















 


ASSIGNMENT FORM


 


	
   (I) or
   (we) assign and transfer this Note to: 

   	
    

   
	
    

   	
    

   
	
    

   	
   (Insert
   assignee’s legal name)

   
	
    

   	
    

   
	
    

   	
    

   
	
    

   	
   (Insert
   assignee’s soc. sec. or tax I.D. no.)

   
	
    

   	
    

   
	
    

   	
    

   
	
    

   	
   (Print
   or type assignee’s name, address and zip code)

   
	
    

   	
    

   
	
   and
   irrevocably appoint to transfer this Note on the books of the Company.  The agent may substitute another to act
   for him.

   



 


 


	
  Date:

  	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Your Signature:

  	
   

  
	
   

  	
  (Sign exactly as your name appears on the face

  
	
   

  	
  of this Note)

  
	
   

  	
   

  
	
  Signature

  	
   

  
	
  Guarantee*:

  	
   

  	
   

  	
   

  
							



 






* Participant in a
recognized Signature Guarantee Medallion Program (or other signature guarantor
acceptable to the Trustee).


 


A-14

















 


SCHEDULE OF EXCHANGES OF INTERESTS IN THE
REGULATION S TEMPORARY GLOBAL NOTE


 


The following exchanges of a part of
this Regulation S Temporary Global Note for an interest in another Global Note,
or exchanges of a part of another other Restricted Global Note for an interest
in this Regulation S Temporary Global Note, have been made:


 


	
  Date of Exchange

  	
   

  	
  Amount of decrease

  in Principal

  Amount of this

  Global Note

  	
   

  	
  Amount of increase

  in Principal

  Amount of this

  Global Note

  	
   

  	
  Principal Amount

  of this Global Note

  following such

  decrease (or

  increase)

  	
   

  	
  Signature of

  authorized officer

  of Trustee or

  Custodian

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


A-15














 


EXHIBIT B


 


FORM OF CERTIFICATE OF TRANSFER


 


Company
Address


 


Registrar
Address


 


Re: %
Senior Notes due 20    s


 


Reference is hereby made to the
Indenture, dated as of      
     , 20    (the “Indenture”), among Acorda Therapeutics, Inc.
as issuer (the “Company”), and
Wilmington Trust Company, as trustee. 
Capitalized terms used but not defined herein shall have the meanings
given to them in the Indenture.


 


     
          
      , (the “Transferor”)
owns and proposes to transfer the Notes or interest in such Notes specified in
Annex A hereto, in the principal amount of $      
      in such Notes or interests (the “Transfer”), to       
               
          (the “Transferee”), as further specified in
Annex A hereto.  In connection with the
Transfer, the Transferor hereby certifies that:


 


CHECK ALL THAT APPLY


 


1.               o  Check if Transferee will take delivery of a
beneficial interest in the 144A Global Note or a Restricted Definitive Note
pursuant to Rule 144A. The Transfer is being effected
pursuant to and in accordance with Rule 144A under the Securities Act of
1933, as amended (the “Securities Act”),
and, accordingly, the Transferor hereby further certifies that the beneficial
interest or Definitive Note is being transferred to a Person that the
Transferor reasonably believes is purchasing the beneficial interest or
Definitive Note for its own account, or for one or more accounts with respect
to which such Person exercises sole investment discretion, and such Person and
each such account is a “qualified institutional buyer” within the meaning of Rule 144A
in a transaction meeting the requirements of Rule 144A, and such Transfer
is in compliance with any applicable blue sky securities laws of any state of
the United States.  Upon consummation of
the proposed Transfer in accordance with the terms of the Indenture, the
transferred beneficial interest or Definitive Note will be subject to the
restrictions on transfer enumerated in the Private Placement Legend printed on
the 144A Global Note and/or the Restricted Definitive Note and in the Indenture
and the Securities Act.


 


2.               o  Check if Transferee will take delivery of a beneficial
interest in the Regulation S Temporary Global Note, the Regulation S Permanent
Global Note or a Restricted Definitive Note pursuant to Regulation S.
The Transfer is being effected pursuant to and in accordance with Rule 903
or Rule 904 under the Securities Act and, accordingly, the Transferor
hereby further certifies that (i) the Transfer is not being made to a
Person in the United States and (x) at the time the buy order was
originated, the Transferee was outside the United States or such Transferor and
any Person acting on its behalf reasonably believed and believes that the
Transferee was outside the United States or (y) the transaction was
executed in, on or through the facilities of a designated offshore securities
market and neither such Transferor nor any Person acting on its behalf knows
that the transaction was prearranged with a buyer in the United States, (ii) no
directed selling efforts have been made in contravention of the requirements of
Rule 903(b) or Rule 904(b) of Regulation S under the
Securities Act, (iii) the transaction is not part of a plan or scheme to
evade the registration requirements of the Securities Act and (iv) if the
proposed transfer is being made prior to the expiration of the Restricted
Period, the transfer is not being made to a U.S. Person or for the account or
benefit of a U.S. Person (other than an Initial Purchaser). Upon consummation
of the proposed transfer in accordance with the terms of the Indenture, the
transferred beneficial interest or Definitive Note will be subject to the
restrictions on Transfer enumerated in the Private Placement Legend printed on
the Regulation S Permanent Global Note, the Regulation S Temporary Global Note
and/or the Restricted Definitive Note and in the Indenture and the Securities
Act.


 


3.               o  Check and complete if Transferee will take delivery of
a beneficial interest in the IAI Global Note or a Restricted Definitive Note
pursuant to any provision of the Securities Act other than Rule 144A or
Regulation S. The Transfer is being effected in compliance with
the transfer restrictions applicable to beneficial interests in Restricted
Global Notes and Restricted Definitive Notes and pursuant to and in accordance
with the 


 


B-1

















 


Securities Act and any applicable blue sky securities
laws of any state of the United States, and accordingly the Transferor hereby
further certifies that (check one):


 


(a)          o  such
Transfer is being effected pursuant to and in accordance with Rule 144
under the Securities Act;


 


or


 


(b)         o  such
Transfer is being effected to the Company or a Subsidiary thereof;


 


or


 


(c)          o  such Transfer is being
effected pursuant to an effective registration statement under the Securities
Act and in compliance with the prospectus delivery requirements of the
Securities Act;


 


or


 


(d)         o  such
Transfer is being effected to an Institutional Accredited Investor and pursuant
to an exemption from the registration requirements of the Securities Act other
than Rule 144A, Rule 144, Rule 903 or Rule 904, and the
Transferor hereby further certifies that it has not engaged in any general
solicitation within the meaning of Regulation D under the Securities Act and
the Transfer complies with the transfer restrictions applicable to beneficial
interests in a Restricted Global Note or Restricted Definitive Notes and the
requirements of the exemption claimed, which certification is supported by (1) a
certificate executed by the Transferee in the form of Exhibit D to the
Indenture and (2) if such Transfer is in respect of a principal amount of
Notes at the time of transfer of less than $250,000, an Opinion of Counsel
provided by the Transferor or the Transferee (a copy of which the Transferor
has attached to this certification), to the effect that such Transfer is in
compliance with the Securities Act. Upon consummation of the proposed transfer
in accordance with the terms of the Indenture, the transferred beneficial
interest or Definitive Note will be subject to the restrictions on transfer
enumerated in the Private Placement Legend printed on the IAI Global Note
and/or the Restricted Definitive Notes and in the Indenture and the Securities
Act.


 


4.               o  Check if Transferee will take delivery of a beneficial
interest in an Unrestricted Global Note or of an Unrestricted Definitive Note.


 


(a)          o  Check if Transfer is pursuant to Rule 144. (i) The
Transfer is being effected pursuant to and in accordance with Rule 144
under the Securities Act and in compliance with the transfer restrictions
contained in the Indenture and any applicable blue sky securities laws of any
state of the United States and (ii) the restrictions on transfer contained
in the Indenture and the Private Placement Legend are not required in order to
maintain compliance with the Securities Act. Upon consummation of the proposed
Transfer in accordance with the terms of the Indenture, the transferred
beneficial interest or Definitive Note will no longer be subject to the
restrictions on transfer enumerated in the Private Placement Legend printed on
the Restricted Global Notes, on Restricted Definitive Notes and in the
Indenture.


 


(b)         o  Check if Transfer is Pursuant to Regulation S.
(i) The Transfer is being effected pursuant to and in accordance with Rule 903
or Rule 904 under the Securities Act and in compliance with the transfer
restrictions contained in the Indenture and any applicable blue sky securities
laws of any state of the United States and (ii) the restrictions on
transfer contained in the Indenture and the Private Placement Legend are not
required in order to maintain compliance with the Securities Act.  Upon consummation of the proposed Transfer in
accordance with the terms of the Indenture, the transferred beneficial interest
or Definitive Note will no longer be subject to the restrictions on transfer
enumerated in the Private Placement Legend printed on the Restricted Global
Notes, on Restricted Definitive Notes and in the Indenture.


 


(c)          o  Check if Transfer is Pursuant to Other Exemption.
(i) The Transfer is being effected pursuant to and in compliance with an
exemption from the registration requirements of the Securities Act other than Rule 144,
Rule 903 or Rule 904 and in compliance with the transfer restrictions
contained in the 


 


B-2

















 


Indenture and any applicable blue sky securities laws of any State of
the United States and (ii) the restrictions on transfer contained in the
Indenture and the Private Placement Legend are not required in order to
maintain compliance with the Securities Act. 
Upon consummation of the proposed Transfer in accordance with the terms
of the Indenture, the transferred beneficial interest or Definitive Note will
not be subject to the restrictions on transfer enumerated in the Private
Placement Legend printed on the Restricted Global Notes or Restricted
Definitive Notes and in the Indenture.


 


This certificate and the statements
contained herein are made for your benefit and the benefit of the Company.


 


 


	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Insert Name of Transferor

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
   Name:

  
	
   

  	
   

  	
   

  	
   Title:

  
	
   

  	
   

  	
   

  
	
  Dated:

  	
   

  	
   

  	
   

  
						



 


B-3

















 


ANNEX A TO CERTIFICATE OF TRANSFER


 


1.               The Transferor owns
and proposes to transfer the following:


 


CHECK ONE OF (a) OR (b)


 


(a)          o  a
beneficial interest in the:


 


(i)             o  144A
Global Note (CUSIP
          ), or


 


(ii)          o  Regulation
S Global Note (CUSIP
          ), or


 


(iii)       o  IAI
Global Note (CUSIP
          ); or


 


(b)         o  a
Restricted Definitive Note.


 


2. After the Transfer the Transferee
will hold:


 


CHECK ONE


 


(a)          o a beneficial
interest in the:


 


(i)             o 144A Global
Note (CUSIP           ), or


 


(ii)          o Regulation S
Global Note (CUSIP
          ), or


 


(iii)       o IAI Global Note (CUSIP
          ); or


 


(iv)      o Unrestricted
Global Note (CUSIP
          ); or


 


(b)         o a Restricted
Definitive Note; or


 


(c)          o an
Unrestricted Definitive Note,


 


in
accordance with the terms of the Indenture.


 


B-4














 


EXHIBIT C


 


FORM OF CERTIFICATE OF EXCHANGE


 


Company Address


 


Registrar Address


 


Re: % Senior Notes due 20


 


(CUSIP
          )


 


Reference is hereby made to the
Indenture, dated as
of           ,
20      (the “Indenture”),
between Acorda Therapeutics, Inc., as issuer (the “Company”), and Wilmington Trust Company,
as trustee.  Capitalized terms used but
not defined herein shall have the meanings given to them in the Indenture.


 


                                             ,
(the “Owner”) owns and proposes
to exchange the Notes or interest in such Notes specified herein, in the
principal amount of
$               in
such Notes or interests (the “Exchange”).  In connection with the Exchange, the Owner
hereby certifies that:


 


1.               Exchange of Restricted Definitive Notes or
Beneficial Interests in a Restricted Global Note for Unrestricted Definitive
Notes or Beneficial Interests in an Unrestricted Global Note


 


(a)          o  Check if Exchange is from beneficial interest in a
Restricted Global Note to beneficial interest in an Unrestricted Global Note.  In connection with the Exchange of the
Owner’s beneficial interest in a Restricted Global Note for a beneficial
interest in an Unrestricted Global Note in an equal principal amount, the Owner
hereby certifies (i) the beneficial interest is being acquired for the
Owner’s own account without transfer, (ii) such Exchange has been effected
in compliance with the transfer restrictions applicable to the Restricted
Global Notes and pursuant to and in accordance with the Securities Act of 1933,
as amended (the “Securities Act”),
(iii) the restrictions on transfer contained in the Indenture and the
Private Placement Legend are not required in order to maintain compliance with
the Securities Act and (iv) the beneficial interest in an Unrestricted
Global Note is being acquired in compliance with any applicable blue sky
securities laws of any state of the United States.


 


(b)         o  Check if Exchange is from beneficial interest in a
Restricted Global Note to Unrestricted Definitive Note.  In connection with the Exchange of the
Owner’s beneficial interest in a Restricted Global Note for an Unrestricted
Definitive Note, the Owner hereby certifies (i) the Definitive Note is
being acquired for the Owner’s own account without transfer, (ii) such
Exchange has been effected in compliance with the transfer restrictions
applicable to the Restricted Global Notes and pursuant to and in accordance
with the Securities Act, (iii) the restrictions on transfer contained in
the Indenture and the Private Placement Legend are not required in order to
maintain compliance with the Securities Act and (iv) the Definitive Note
is being acquired in compliance with any applicable blue sky securities laws of
any state of the United States.


 


(c)          o  Check if Exchange is from Restricted Definitive Note
to beneficial interest in an Unrestricted Global Note.  In connection with the Owner’s Exchange of a
Restricted Definitive Note for a beneficial interest in an Unrestricted Global
Note, the Owner hereby certifies (i) the beneficial interest is being
acquired for the Owner’s own account without transfer, (ii) such Exchange
has been effected in compliance with the transfer restrictions applicable to
Restricted Definitive Notes and pursuant to and in accordance with the
Securities Act, (iii) the restrictions on transfer contained in the
Indenture and the Private Placement Legend are not required in order to
maintain compliance with the Securities Act and


 


(d)         the
beneficial interest is being acquired in compliance with any applicable blue
sky securities laws of any state of the United States.


 


(e)          o  Check if Exchange is from Restricted Definitive Note
to Unrestricted Definitive Note. 
In connection with the Owner’s Exchange of a Restricted Definitive Note
for an Unrestricted Definitive 


 


C-1

















 


Note, the Owner hereby certifies (i) the Unrestricted Definitive
Note is being acquired for the Owner’s own account without transfer,
(ii) such Exchange has been effected in compliance with the transfer
restrictions applicable to Restricted Definitive Notes and pursuant to and in
accordance with the Securities Act, (iii) the restrictions on transfer
contained in the Indenture and the Private Placement Legend are not required in
order to maintain compliance with the Securities Act and (iv) the
Unrestricted Definitive Note is being acquired in compliance with any
applicable blue sky securities laws of any state of the United States.


 


2.               Exchange of Restricted Definitive Notes or
Beneficial Interests in Restricted Global Notes for Restricted Definitive Notes
or Beneficial Interests in Restricted Global Notes


 


(a)          o  Check if Exchange is from beneficial interest in a
Restricted Global Note to Restricted Definitive Note. In connection
with the Exchange of the Owner’s beneficial interest in a Restricted Global
Note for a Restricted Definitive Note with an equal principal amount, the Owner
hereby certifies that (i) the Restricted Definitive Note is being acquired
for the Owner’s own account without transfer and (ii) such Exchange has
been effected in compliance with the transfer restrictions applicable to the
Restricted Definitive Notes and pursuant to and in accordance with the
Securities Act, and in compliance with any applicable blue sky securities laws
of any state of the United States.  Upon
consummation of the proposed Exchange in accordance with the terms of the
Indenture, the Restricted Definitive Note issued will continue to be subject to
the restrictions on transfer enumerated in the Private Placement Legend printed
on the Restricted Definitive Note and in the Indenture and the Securities Act.


 


(b)         o  Check if Exchange is from Restricted Definitive Note
to beneficial interest in a Restricted Global Note.  In connection with the Exchange of the
Owner’s Restricted Definitive Note for a beneficial interest in the Restricted
Global Note with an equal principal amount, the Owner hereby certifies
(i) the beneficial interest is being acquired for the Owner’s own account
without transfer and (ii) such Exchange has been effected in compliance
with the transfer restrictions applicable to the Restricted Definitive Notes
and pursuant to and in accordance with the Securities Act, and in compliance
with any applicable blue sky securities laws of any state of the United States.  Upon consummation of the proposed Exchange in
accordance with the terms of the Indenture, the beneficial interest issued will
be subject to the restrictions on transfer enumerated in the Private Placement
Legend printed on the relevant Restricted Global Note and in the Indenture and
the Securities Act.


 


This certificate and the
statements contained herein are made for your benefit and the benefit of the
Company.


 


	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Insert Name of Transferor

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
   Name:

  
	
   

  	
   

  	
   

  	
   Title:

  
	
   

  	
   

  	
   

  
	
  Dated:

  	
   

  	
   

  	
   

  
					



 


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EXHIBIT D


 


FORM OF CERTIFICATE FROM

ACQUIRING INSTITUTIONAL ACCREDITED INVESTOR


 


Company Address


 


Registrar Address


 


Re:
          % Senior Notes due 20


 


Reference is hereby made to the
Indenture, dated as of
                    ,
20      (the “Indenture”),
between Acorda Therapeutics, Inc., as issuer (the “Company”), and Wilmington Trust Company,
as trustee.  Capitalized terms used but
not defined herein shall have the meanings given to them in the Indenture.


 


In connection with our proposed
purchase of
$               
aggregate principal amount of:


 


(a)  o  a beneficial interest in a Global
Note, or


 


(b) o  a Definitive Note,


 


we confirm that:


 


1.               We understand that
any subsequent transfer of the Notes or any interest therein is subject to
certain restrictions and conditions set forth in the Indenture and the
undersigned agrees to be bound by, and not to resell, pledge or otherwise
transfer the Notes or any interest therein except in compliance with, such
restrictions and conditions and the Securities Act of 1933 as amended (the “Securities Act”).


 


2.               We understand that
the offer and sale of the Notes have not been registered under the Securities
Act, and that the Notes and any interest therein may not be offered or sold
except as permitted in the following sentence. 
We agree, on our own behalf and on behalf of any accounts for which we
are acting as hereinafter stated, that if we should sell the Notes or any
interest therein, we will do so only (A) to the Company or any subsidiary
thereof, (B) in accordance with Rule 144A under the Securities Act to
a “qualified institutional buyer” (as defined therein), (C) to an
institutional “accredited investor” (as defined below) that, prior to such transfer,
furnishes (or has furnished on its behalf by a U.S. broker-dealer) to you and
to the Company a signed letter substantially in the form of this letter and, if
such transfer is in respect of a principal amount of Notes, at the time of
transfer of less than $250,000, an Opinion of Counsel in form reasonably
acceptable to the Company to the effect that such transfer is in compliance
with the Securities Act, (D) outside the United States in accordance with
Rule 904 of Regulation S under the Securities Act, (E) pursuant to
the provisions of Rule 144(b)(1) under the Securities Act or
(F) pursuant to an effective registration statement under the Securities
Act, and we further agree to provide to any Person purchasing the Definitive
Note or beneficial interest in a Global Note from us in a transaction meeting
the requirements of clauses (A) through (E) of this paragraph a
notice advising such purchaser that resales thereof are restricted as stated
herein.


 


3.               We understand that,
on any proposed resale of the Notes or beneficial interest therein, we will be
required to furnish to you and the Company such certifications, legal opinions
and other information as you and the Company may reasonably require to confirm
that the proposed sale complies with the foregoing restrictions. We further
understand that the Notes purchased by us will bear a legend to the foregoing
effect.


 


4.               We are an
institutional “accredited investor” (as defined in Rule 501(a)(1), (2),
(3) or (7) of Regulation D under the Securities Act) and have such
knowledge and experience in financial and business matters as to be capable of
evaluating the merits and risks of our investment in the Notes, and we and any
accounts for which we are acting are each able to bear the economic risk of our
or its investment.


 


5.               We are acquiring
the Notes or beneficial interest therein purchased by us for our own account or
for one or more accounts (each of which is an institutional “accredited
investor”) as to each of which we exercise sole investment discretion.


 


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You and the Company are
entitled to rely upon this letter and are irrevocably authorized to produce
this letter or a copy hereof to any interested party in any administrative or
legal proceedings or official inquiry with respect to the matters covered
hereby.


 


 


	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Name of Accredited Investor

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
   Name:

  
	
   

  	
   

  	
   

  	
   Title:

  
	
   

  	
   

  	
   

  
	
  Dated:

  	
   

  	
   

  	
   

  
					



 


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