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Exhibit 4.1  


AMGEN INC.

INDENTURE

Dated as of August 4, 2003

JPMORGAN CHASE BANK,

as Trustee  






   TABLE OF CONTENTS  



	 
	 	 
	 	PAGE

	ARTICLE I. DEFINITIONS AND INCORPORATION BY REFERENCE	 	1
	 	Section 1.1	 	Definitions.	 	1
	 	Section 1.2	 	Other Definitions.	 	4
	 	Section 1.3	 	Incorporation by Reference of Trust Indenture Act.	 	4
	 	Section 1.4	 	Rules of Construction.	 	4
	ARTICLE II. THE SECURITIES	 	5
	 	Section 2.1	 	Issuable in Series.	 	5
	 	Section 2.2	 	Establishment of Terms of Series of Securities.	 	5
	 	Section 2.3	 	Execution and Authentication.	 	7
	 	Section 2.4	 	Registrar and Paying Agent.	 	8
	 	Section 2.5	 	Paying Agent to Hold Money in Trust.	 	8
	 	Section 2.6	 	Securityholder Lists.	 	9
	 	Section 2.7	 	Transfer and Exchange.	 	9
	 	Section 2.8	 	Mutilated, Destroyed, Lost and Stolen Securities.	 	9
	 	Section 2.9	 	Outstanding Securities.	 	10
	 	Section 2.10	 	Treasury Securities.	 	10
	 	Section 2.11	 	Temporary Securities.	 	10
	 	Section 2.12	 	Cancellation.	 	10
	 	Section 2.13	 	Defaulted Interest.	 	11
	 	Section 2.14	 	Global Securities.	 	11
	 	Section 2.15	 	CUSIP Numbers.	 	12
	ARTICLE III. REDEMPTION	 	12
	 	Section 3.1	 	Notice to Trustee.	 	12
	 	Section 3.2	 	Selection of Securities to be Redeemed.	 	12
	 	Section 3.3	 	Notice of Redemption.	 	13
	 	Section 3.4	 	Effect of Notice of Redemption.	 	13
	 	Section 3.5	 	Deposit of Redemption Price.	 	13
	 	Section 3.6	 	Securities Redeemed in Part.	 	13
	ARTICLE IV. COVENANTS	 	14
	 	Section 4.1	 	Payment of Principal and Interest.	 	14
	 	Section 4.2	 	SEC Reports.	 	14
	 	Section 4.3	 	Compliance Certificate.	 	14
	 	Section 4.4	 	Stay, Extension and Usury Laws.	 	14
	ARTICLE V. SUCCESSORS	 	15
	 	Section 5.1	 	When Company May Merge, Etc.	 	15
	 	Section 5.2	 	Successor Corporation Substituted.	 	15
	 	 	 	 	 





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	ARTICLE VI. DEFAULTS AND REMEDIES	 	15
	 	Section 6.1	 	Events of Default.	 	15
	 	Section 6.2	 	Acceleration of Maturity; Rescission and Annulment.	 	16
	 	Section 6.3	 	Collection of Indebtedness and Suits for Enforcement by Trustee.	 	17
	 	Section 6.4	 	Trustee May File Proofs of Claim.	 	17
	 	Section 6.5	 	Trustee May Enforce Claims Without Possession of Securities.	 	18
	 	Section 6.6	 	Application of Money Collected.	 	18
	 	Section 6.7	 	Limitation on Suits.	 	18
	 	Section 6.8	 	Unconditional Right of Holders to Receive Principal and Interest.	 	19
	 	Section 6.9	 	Restoration of Rights and Remedies.	 	19
	 	Section 6.10	 	Rights and Remedies Cumulative.	 	19
	 	Section 6.11	 	Delay or Omission Not Waiver.	 	19
	 	Section 6.12	 	Control by Holders.	 	19
	 	Section 6.13	 	Waiver of Past Defaults.	 	19
	 	Section 6.14	 	Undertaking for Costs.	 	20
	ARTICLE VII. TRUSTEE	 	20
	 	Section 7.1	 	Duties of Trustee.	 	20
	 	Section 7.2	 	Rights of Trustee.	 	21
	 	Section 7.3	 	Individual Rights of Trustee.	 	22
	 	Section 7.4	 	Trustee's Disclaimer.	 	22
	 	Section 7.5	 	Notice of Defaults.	 	22
	 	Section 7.6	 	Reports by Trustee to Holders.	 	22
	 	Section 7.7	 	Compensation and Indemnity.	 	23
	 	Section 7.8	 	Replacement of Trustee.	 	23
	 	Section 7.9	 	Successor Trustee by Merger, etc.	 	24
	 	Section 7.10	 	Eligibility; Disqualification.	 	24
	 	Section 7.11	 	Preferential Collection of Claims Against Company.	 	24
	ARTICLE VIII. SATISFACTION AND DISCHARGE; DEFEASANCE	 	24
	 	Section 8.1	 	Satisfaction and Discharge of Indenture.	 	24
	 	Section 8.2	 	Application of Trust Funds; Indemnification.	 	25
	 	Section 8.3	 	Legal Defeasance of Securities of any Series.	 	26
	 	Section 8.4	 	Covenant Defeasance.	 	27
	 	Section 8.5	 	Repayment to Company.	 	28
	ARTICLE IX. AMENDMENTS AND WAIVERS	 	28
	 	Section 9.1	 	Without Consent of Holders.	 	28
	 	Section 9.2	 	With Consent of Holders.	 	29
	 	Section 9.3	 	Limitations.	 	29
	 	Section 9.4	 	Compliance with Trust Indenture Act.	 	29
	 	Section 9.5	 	Revocation and Effect of Consents.	 	30
	 	Section 9.6	 	Notation on or Exchange of Securities.	 	30
	 	Section 9.7	 	Trustee Protected.	 	30
	 	 	 	 	 



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	ARTICLE X. MISCELLANEOUS	 	30
	 	Section 10.1	 	Trust Indenture Act Controls.	 	30
	 	Section 10.2	 	Notices.	 	30
	 	Section 10.3	 	Communication by Holders with Other Holders.	 	31
	 	Section 10.4	 	Certificate and Opinion as to Conditions Precedent.	 	31
	 	Section 10.5	 	Statements Required in Certificate or Opinion.	 	31
	 	Section 10.6	 	Rules by Trustee and Agents.	 	32
	 	Section 10.7	 	Legal Holidays.	 	32
	 	Section 10.8	 	No Recourse Against Others.	 	32
	 	Section 10.9	 	Counterparts.	 	32
	 	Section 10.10	 	Governing Laws.	 	32
	 	Section 10.11	 	No Adverse Interpretation of Other Agreements.	 	32
	 	Section 10.12	 	Successors.	 	32
	 	Section 10.13	 	Severability.	 	32
	 	Section 10.14	 	Table of Contents, Headings, Etc.	 	33
	 	Section 10.15	 	Securities in a Foreign Currency.	 	33
	 	Section 10.16	 	Judgment Currency.	 	33
	ARTICLE XI. SINKING FUNDS	 	34
	 	Section 11.1	 	Applicability of Article.	 	34
	 	Section 11.2	 	Satisfaction of Sinking Fund Payments with Securities.	 	34
	 	Section 11.3	 	Redemption of Securities for Sinking Fund.	 	34




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AMGEN INC.

Reconciliation and tie between Trust Indenture Act of 1939 and

Indenture, dated as of August 4, 2003  



	Section 310	 	(a)(1)	 	7.10
	 	 	(a)(2)	 	7.10
	 	 	(a)(3)	 	NOT APPLICABLE
	 	 	(a)(4)	 	NOT APPLICABLE
	 	 	(a)(5)	 	7.10
	 	 	(b)	 	7.10
	Section 311	 	(a)	 	7.11
	 	 	(b)	 	7.11
	 	 	(c)	 	NOT APPLICABLE
	Section 312	 	(a)	 	2.6
	 	 	(b)	 	10.3
	 	 	(c)	 	10.3
	Section 313	 	(a)	 	7.6
	 	 	(b)(1)	 	7.6
	 	 	(b)(2)	 	7.6
	 	 	(c)(1)	 	7.6
	 	 	(d)	 	7.6
	Section 314	 	(a)	 	4.2, 10.5
	 	 	(b)	 	NOT APPLICABLE
	 	 	(c)(1)	 	10.4
	 	 	(c)(2)	 	10.4
	 	 	(c)(3)	 	NOT APPLICABLE
	 	 	(d)	 	NOT APPLICABLE
	 	 	(e)	 	10.5
	 	 	(f)	 	NOT APPLICABLE
	Section 315	 	(a)	 	7.1
	 	 	(b)	 	7.5
	 	 	(c)	 	7.1
	 	 	(d)	 	7.1
	 	 	(e)	 	6.14
	Section 316	 	(a)	 	2.10
	 	 	(a)(1)(a)	 	6.12
	 	 	(a)(1)(b)	 	6.13
	 	 	(b)	 	6.8
	Section 317	 	(a)(1)	 	6.3
	 	 	(a)(2)	 	6.4
	 	 	(b)	 	2.5
	Section 318	 	(a)	 	10.1








        Note:
This reconciliation and tie shall not, for any purpose, be deemed to be part of the Indenture. 


iv









        Indenture dated as of August 4, 2003 between Amgen Inc., a Delaware corporation ("Company"), and JPMorgan Chase Bank, a New York
banking corporation, as trustee ("Trustee"). 



        Each
party agrees as follows for the benefit of the other party and for the equal and ratable benefit of the Holders of the Securities issued under this Indenture. 


 
 

ARTICLE I.
  DEFINITIONS AND INCORPORATION BY REFERENCE    
    



 Section 1.1 Definitions.  




        "Additional Amounts" means any additional amounts which are required hereby or by any Security, under
circumstances specified herein or therein, to be paid by the Company in respect of certain taxes imposed on Holders specified herein or therein and which are owing to such Holders. 


        "Affiliate" of any specified person means any other person directly or indirectly controlling or controlled by or under direct or indirect
common control with such specified person. For the purposes of this definition, "control" (including, with correlative meanings, the terms "controlled by" and "under common control with"), as used
with respect to any person, shall mean 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 or by agreement or otherwise. 


        "Agent" means any Registrar, Paying Agent or Service Agent. 


        "Authorized Newspaper" means a newspaper in an official language of the country of publication customarily published at least once a day
for at least five days in each calendar week and of general circulation in the place in connection with which the term is used. If it shall be impractical in the opinion of the Trustee to make any
publication of any notice required hereby in an Authorized Newspaper, any publication or other notice in lieu thereof that is made or given by the Trustee shall constitute a sufficient publication of
such notice. 


        "Bearer" means anyone in possession from time to time of a Bearer Security. 


        "Bearer Security" means any Security, including any interest coupon appertaining thereto, that does not provide for the identification of
the Holder thereof. 


        "Board of Directors" means the Board of Directors of the Company or any duly authorized committee thereof. 



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


        "Business Day" means, unless otherwise provided by Board Resolution, Officers' Certificate or supplemental indenture hereto for a
particular Series, any day except a Saturday, Sunday or a legal holiday in The City of New York on which banking institutions are authorized or required by law, regulation or executive order to close. 



        "Capital Stock" means any and all shares, interests, participations, rights or other equivalents (however designated) of corporate stock. 


        "Company" means the party named as such above until a successor replaces it and thereafter means the successor. 


        "Company Order" means a written order signed in the name of the Company by two Officers, one of whom must be the Company's principal
executive officer, principal financial officer or principal accounting officer. 





 



        "Company Request" means a written request signed in the name of the Company by its Chief Executive Officer, the President or a Vice
President, and by its Treasurer, an Assistant Treasurer, its Secretary or an Assistant Secretary, and delivered to the Trustee. 


        "Corporate Trust Office" means the office of the Trustee at which at any particular time its corporate trust business shall be principally
administered. 


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


        "Depository" means, with respect to the Securities of any Series issuable or issued in whole or in part in the form of one or more Global
Securities, the person designated as Depository for such Series by the Company, which Depository shall be a clearing agency registered under the Exchange Act; and if at any time there is more than one
such person, "Depository" as used with respect to the Securities of any Series shall mean the Depository with respect to the Securities of such Series. 



        "Discount Security" means any Security that provides for an amount less than the stated principal amount thereof to be due and payable
upon declaration of acceleration of the maturity thereof pursuant to Section 6.2. 


        "Dollars" and "$" means the currency of The United States of America. 


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



        "Foreign Currency" means any currency or currency unit issued by a government other than the government of The United States of America. 


        "Foreign Government Obligations" means, with respect to Securities of any Series that are denominated in a Foreign Currency,
(i) direct obligations of the government that issued or caused to be issued such currency for the payment of which obligations its full faith and credit is pledged or (ii) obligations of
a person controlled or supervised by or acting as an agency or instrumentality of such government the timely payment of which is unconditionally guaranteed as a full faith and credit obligation by
such government, which, in either case under clauses (i) or (ii), are not callable or redeemable at the option of the issuer thereof. 


        "GAAP" means generally accepted accounting principles set forth in 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 as have been
approved by a significant segment of the accounting profession, which are in effect as of the date of determination. 


        "Global Security" or "Global Securities" means a Security or Securities, as the case may
be, in the form established pursuant to Section 2.2 evidencing all or part of a Series of Securities, issued to the Depository for such Series or its nominee, and registered in the name of such
Depository or nominee. 


        "Holder" or "Securityholder" means a person in whose name a Security is registered or the
holder of a Bearer Security. 


        "Indenture" means this Indenture as amended or supplemented from time to time and shall include the form and terms of particular Series of
Securities established as contemplated hereunder. 


        "interest" with respect to any Discount Security which by its terms bears interest only after Maturity means interest payable after
Maturity. 


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


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        "Officer" means the Chief Executive Officer, the President, any Vice-President, the Treasurer, the Secretary, any Assistant
Treasurer or any Assistant Secretary of the Company. 


        "Officers' Certificate" means a certificate signed by two Officers, one of whom must be the Company's principal executive officer,
principal financial officer or principal accounting officer. 


        "Opinion of Counsel" means a written opinion of legal counsel who is acceptable to the Trustee. The counsel may be an employee of or
counsel to the Company. 


        "person" means any individual, corporation, partnership, joint venture, association, limited liability company, joint-stock company,
trust, unincorporated organization or government or any agency or political subdivision thereof. 



        "principal" of a Security means the principal of the Security plus, when appropriate, the premium, if any, on, and any Additional Amounts
in respect of, the Security. 


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


        "SEC" means the Securities and Exchange Commission. 



        "Securities" means the debentures, notes or other debt instruments of the Company of any Series authenticated and delivered under this
Indenture. 


        "Series" or "Series of Securities" means each series of debentures, notes or other debt
instruments of the Company created pursuant to Sections 2.1 and 2.2 hereof. 


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


        "Subsidiary" of any specified person means 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) to vote in the election of directors, managers or trustees thereof is at the time owned or
controlled, directly or indirectly, by such person or one or more of the other Subsidiaries of that person or a combination thereof. 



        "TIA" means the Trust Indenture Act of 1939 (15 U.S. Code Sections 77aaa-77bbbb) as in effect on the date of this Indenture;
provided, however, that in the event the Trust Indenture Act of 1939 is amended after such date, "TIA" means, to the extent required by any such amendment, the Trust Indenture Act as so amended. 


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


        "U.S. Government Obligations" means securities which are (i) direct obligations of The United States of America for the payment of
which its full faith and credit is pledged or (ii) obligations of a person controlled or supervised by and acting as an agency or instrumentality of The United States of America the payment of
which is unconditionally guaranteed as a full faith and credit obligation by The United States of America, and which are not callable or redeemable at the option of the issuer thereof, and shall also
include a depository receipt issued by a bank or trust company as custodian with respect to any such U.S. Government Obligation or a specific payment of interest on or principal of any such 


3





 



U.S.
Government Obligation held by such custodian for the account of the holder of a depository receipt, provided that (except as required by law) such custodian is not authorized to make any
deduction from the amount payable to the holder of such depository receipt from any amount received by the custodian in respect of the U.S. Government Obligation evidenced by such depository receipt. 



 Section 1.2 Other Definitions.  



	TERM
 
	 	DEFINED IN

SECTION

	"Bankruptcy Law"	 	6.1
	"Custodian"	 	6.1
	"Event of Default"	 	6.1
	"Judgment Currency"	 	10.16
	"Legal Holiday"	 	10.7
	"mandatory sinking fund payment"	 	11.1
	"Market Exchange Rate"	 	10.15
	"New York Banking Day"	 	10.16
	"optional sinking fund payment"	 	11.1
	"Paying Agent"	 	2.4
	"Registrar"	 	2.4
	"Required Currency"	 	10.16
	"Service Agent"	 	2.4
	"successor person"	 	5.1






 Section 1.3 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: 


        "Commission" means the SEC. 


        "indenture securities" means the Securities. 


        "indenture security holder" means a Securityholder. 


        "indenture to be qualified" means this Indenture. 


        "indenture trustee" or "institutional trustee" means the Trustee. 


        "obligor" on the indenture securities means the Company and any successor obligor upon the Securities. 



        All
other terms used in this Indenture that are defined by the TIA, defined by TIA reference to another statute or defined by SEC rule under the TIA and not otherwise defined herein are
used herein as so defined. 



 Section 1.4 Rules of Construction.  




        Unless the context otherwise requires: 


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


        (b)   an
accounting term not otherwise defined has the meaning assigned to it in accordance with generally accepted accounting principles; 


4





 



        (c)   references
to "generally accepted accounting principles" and "GAAP" shall mean generally accepted accounting principles in effect as of the time when and for the period
as to which such accounting principles are to be applied; 


        (d)   "or"
is not exclusive; 


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


        (f)    provisions
apply to successive events and transactions. 


 
 

ARTICLE II.
  THE SECURITIES    
    



 Section 2.1 Issuable in Series.  




        The aggregate principal amount of Securities that may be authenticated and delivered under this Indenture is unlimited. The Securities may be issued in one or
more Series. All Securities of a Series shall be identical except as may be set forth or determined in the manner provided in a Board Resolution, supplemental indenture or Officers' Certificate
detailing the adoption of the terms thereof pursuant to authority granted under a Board Resolution. In the case of Securities of a Series to be issued from time to time, the Board Resolution,
Officers' Certificate or supplemental indenture detailing the adoption of the terms thereof pursuant to authority granted under a Board Resolution may provide for the method by which specified terms
(such as interest rate, maturity date, record date or date from which interest shall accrue) are to be determined. Securities may differ between Series in respect of any matters, provided that all
Series of Securities shall be equally and ratably entitled to the benefits of the Indenture. 



 Section 2.2 Establishment of Terms of Series of Securities.  




        At or prior to the issuance of any Securities within a Series, the following shall be established (as to the Series generally, in the case of Subsection 2.2.1 and
either as to such Securities within the Series or as to the Series generally in the case of Subsections 2.2.2 through 2.2.23) by or pursuant to a Board Resolution, and set forth or determined in the
manner provided in a Board Resolution, supplemental indenture or an Officers' Certificate: 


        2.2.1  the
title of the Series (which shall distinguish the Securities of that particular Series from the Securities of any other Series); 



        2.2.2  the
price or prices (expressed as a percentage of the principal amount thereof) at which the Securities of the Series will be issued; 


        2.2.3  any
limit upon the aggregate principal amount of the Securities of the Series which may be authenticated and delivered under this Indenture (except for Securities
authenticated and delivered
upon registration of transfer of, or in exchange for, or in lieu of, other Securities of the Series pursuant to Section 2.7, 2.8, 2.11, 3.6 or 9.6); 


        2.2.4  the
date or dates on which the principal of the Securities of the Series is payable; 



        2.2.5  the
rate or rates (which may be fixed or variable) per annum or, if applicable, the method used to determine such rate or rates (including, but not limited to, any
commodity, commodity index, stock exchange index or financial index) at which the Securities of the Series shall bear interest, if any, the date or dates from which such interest, if any, shall
accrue, the date or dates on which such interest, if any, shall commence and be payable and any regular record date for the interest payable on any interest payment date; 


        2.2.6  the
place or places where the principal of and interest, if any, on the Securities of the Series shall be payable, where the Securities of such Series may be
surrendered for registration of transfer or 


5





 



exchange
and where notices and demands to or upon the Company in respect of the Securities of such Series and this Indenture may be served, and the method of such payment, if by wire transfer, mail or
other means; 


        2.2.7  if
applicable, the period or periods within which, the price or prices at which and the terms and conditions upon which the Securities of the Series may be redeemed,
in whole or in part, at the option of the Company; 


        2.2.8  the
obligation, if any, of the Company to redeem or purchase the Securities of the Series pursuant to any sinking fund or analogous provisions or at the option of a
Holder thereof and the period or periods within which, the price or prices at which and the terms and conditions upon which Securities of the Series shall be redeemed or purchased, in whole or in
part, pursuant to such obligation; 


        2.2.9  the
dates, if any, on which and the price or prices at which the Securities of the Series will be repurchased by the Company at the option of the Holders thereof and
other detailed terms and provisions of such repurchase obligations; 


        2.2.10  if
other than denominations of $1,000 and any integral multiple thereof, the denominations in which the Securities of the Series shall be issuable; 


        2.2.11  the
forms of the Securities of the Series in bearer or fully registered form (and, if in fully registered form, whether the Securities will be issuable as Global
Securities); 


        2.2.12  if
other than the principal amount thereof, the portion of the principal amount of the Securities of the Series that shall be payable upon declaration of acceleration
of the maturity thereof pursuant to Section 6.2; 


        2.2.13  the
currency of denomination of the Securities of the Series, which may be Dollars or any Foreign Currency, and the agency or organization, if any, responsible for
overseeing such composite currency; 


        2.2.14  the
designation of the currency, currencies or currency units in which payment of the principal of and interest, if any, on the Securities of the Series will be made; 


        2.2.15  if
payments of principal of or interest, if any, on the Securities of the Series are to be made in one or more currencies or currency units other than that or those
in which such Securities are denominated, the manner in which the exchange rate with respect to such payments will be determined; 


        2.2.16  the
manner in which the amounts of payment of principal of or interest, if any, on the Securities of the Series will be determined, if such amounts may be determined
by reference to an index based on a currency or currencies or by reference to a commodity, commodity index, stock exchange index or financial index; 


        2.2.17  the
provisions, if any, relating to any security provided for the Securities of the Series; 



        2.2.18  any
addition to or change in the Events of Default which applies to any Securities of the Series and any change in the right of the Trustee or the requisite Holders
of such Securities to declare the principal amount thereof due and payable pursuant to Section 6.2; 


        2.2.19  any
addition to or change in the covenants set forth in Articles IV or V which applies to Securities of the Series; 


        2.2.20  the
provisions, if any, relating to conversion of any Securities of such Series, including, if applicable, the conversion price, the conversion period, provisions as
to whether conversion will be mandatory, at the option of the Holders or at the option of the Company, the events requiring an adjustment of the conversion price and provisions affecting conversion if
such Series of Securities are redeemed; 


6





 



        2.2.21  whether
the Securities of such Series will be senior debt securities or subordinated debt securities and, if applicable, a description of the subordination terms
thereof; 


        2.2.22  any
depositories, interest rate calculation agents, exchange rate calculation agents or other agents with respect to Securities of such Series if other than those
appointed herein; and 


        2.2.23  any
other terms of the Securities of the Series (which may modify or delete any provision of this Indenture insofar as it applies to such Series). 


        All
Securities of any one Series need not be issued at the same time and may be issued from time to time, consistent with the terms of this Indenture, if so provided by or pursuant to
the Board Resolution, supplemental indenture hereto or Officers' Certificate referred to above, and the authorized principal amount of any Series may not be increased to provide for issuances of
additional Securities of such Series, unless otherwise provided in such Board Resolution, supplemental indenture or Officers' Certificate. 



 Section 2.3 Execution and Authentication.  




        Two Officers shall sign the Securities for the Company by manual or facsimile signature. 


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



        A
Security shall not be valid until authenticated by the manual signature of the Trustee or an authenticating agent. The signature shall be conclusive evidence that the Security has been
authenticated under this Indenture. 


        The
Trustee shall at any time, and from time to time, authenticate Securities for original issue in the principal amount provided in the Board Resolution, supplemental indenture hereto
or Officers' Certificate, upon receipt by the Trustee of a Company Order. Such Company Order may authorize authentication and delivery pursuant to oral or electronic instructions from the Company or
its duly authorized agent or agents, which oral instructions shall be promptly confirmed in writing. Each Security shall be dated the date of its authentication unless otherwise provided by a Board
Resolution, a supplemental indenture hereto or an Officers' Certificate. 


        The
aggregate principal amount of Securities of any Series outstanding at any time may not exceed any limit upon the maximum principal amount for such Series set forth in the Board
Resolution, supplemental indenture hereto or Officers' Certificate delivered pursuant to Section 2.2, except as provided in Section 2.8. 


        Prior
to the issuance of Securities of any Series, the Trustee shall have received and (subject to Section 7.2) shall be fully protected in relying on: (a) the Board
Resolution, supplemental indenture hereto or Officers' Certificate establishing the form of the Securities of that Series or of Securities within that Series and the terms of the Securities of that
Series or of Securities within that Series, (b) an Officers' Certificate complying with Section 10.4 and (c) an Opinion of Counsel complying with Section 10.4. 


        The
Trustee shall have the right to decline to authenticate and deliver any Securities of such Series: (a) if the Trustee, being advised by counsel, determines that such action
may not be taken lawfully; or (b) if the Trustee in good faith by its board of directors or trustees, executive committee or a trust committee of directors and/or vice-presidents
shall determine that such action would expose the Trustee to personal liability to Holders of any then outstanding Series of Securities. 



        The
Trustee may appoint an authenticating agent acceptable to the Company to authenticate Securities. An authenticating agent may authenticate Securities whenever the Trustee may do so.
Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An 


7





 



authenticating
agent has the same rights as an Agent to deal with the Company or an Affiliate of the Company. 



 Section 2.4 Registrar and Paying Agent.  




        The Company shall maintain, with respect to each Series of Securities, at the place or places specified with respect to such Series pursuant to
Section 2.2, an office or agency where Securities of such Series may be presented or surrendered for payment ("Paying Agent"), where Securities
of such Series may be surrendered for registration of transfer or exchange ("Registrar") and where notices and demands to or upon the Company in respect
of the Securities of such Series and this Indenture may be served ("Service Agent"). The Registrar shall keep a register with respect to each Series of
Securities and to their transfer and exchange. The Company will give prompt written notice to the Trustee of the name and address, and any change in the name or address, of each Registrar, Paying
Agent or Service Agent. If at any time the Company shall fail to maintain any such required Registrar, Paying Agent or Service Agent or shall fail to furnish the Trustee with the name and address
thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office of the Trustee, and the Company hereby appoints the Trustee as its agent to receive all
such presentations, surrenders, notices and demands. 


        The
Company may also from time to time designate one or more co-registrars, additional paying agents or additional service agents and may from time to time rescind such
designations; provided, however, that no such designation or rescission shall in any manner relieve the Company of its obligations to maintain a Registrar, Paying Agent and Service Agent in each place
so specified pursuant to Section 2.2 for Securities of any Series for such purposes. The Company will give prompt written notice to the Trustee of any such designation or rescission and of any
change in the name or address of any such co-registrar, additional paying agent or additional service agent. The term "Registrar" includes any co-registrar; the term "Paying
Agent" includes any additional paying agent; and the term "Service Agent" includes any additional service agent. 



        The
Company hereby appoints the Trustee the initial Registrar, Paying Agent and Service Agent for each Series unless another Registrar, Paying Agent or Service Agent, as the case may be,
is appointed prior to the time Securities of that Series are first issued. 



 Section 2.5 Paying Agent to Hold Money in Trust.  




        The Company shall require each Paying Agent other than the Trustee to agree in writing that the Paying Agent will hold in trust, for the benefit of
Securityholders of any Series of Securities, or the Trustee, all money held by the Paying Agent for the payment of principal of or interest on the Series of Securities, and will notify the Trustee 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. Upon payment over to the Trustee, the Paying Agent (if other than the Company or a Subsidiary of the Company) shall have no further
liability for the money. If the Company or a Subsidiary of the Company acts as Paying Agent, it shall segregate and hold in a separate trust fund for the benefit of Securityholders of any Series of
Securities all money held by it as Paying Agent. 


8







  




 Section 2.6 Securityholder Lists.  




        The Trustee shall preserve in as current a form as is reasonably practicable the most recent list available to it of the names and addresses of Securityholders of
each Series of Securities and shall otherwise comply with TIA Section 312(a). If the Trustee is not the Registrar, the Company shall furnish to the Trustee at least ten (10) 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
Securityholders of each Series of Securities. 



 Section 2.7 Transfer and Exchange.  




        Where Securities of a Series are presented to the Registrar or a co-registrar with a request to register a transfer or to exchange them for an equal
principal amount of Securities of the same Series, the Registrar shall register the transfer or make the exchange if its requirements for such transactions are met. To permit registrations of
transfers and exchanges, the Trustee shall authenticate Securities at the Registrar's request. No service charge shall be made for any registration of transfer or exchange (except as otherwise
expressly permitted herein), 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 tax or similar governmental charge payable upon exchanges pursuant to Sections 2.11, 3.6 or 9.6). 


        Neither
the Company nor the Registrar shall be required (a) to issue, register the transfer of, or exchange Securities of any Series for the period beginning at the opening of
business fifteen days immediately preceding the mailing of a notice of redemption of Securities of that Series selected for redemption and ending at the close of business on the day of such mailing,
or (b) to register the transfer of or exchange Securities of any Series selected, called or being called for redemption as a whole or the portion being redeemed of any such Securities selected,
called or being called for redemption in part. 



 Section 2.8 Mutilated, Destroyed, Lost and Stolen Securities.  




        If any mutilated Security is surrendered to the Trustee, the Company shall execute and the Trustee shall authenticate and make available for delivery in exchange
therefor a new Security of the same Series and of like tenor and principal amount and bearing a number not contemporaneously outstanding. 


        If
there shall be delivered to the Company and the Trustee (i) evidence to their satisfaction of the destruction, loss or theft of any Security and (ii) such security or
indemnity as may be required by them to save each of them and any agent of either of them harmless, then, in the absence of notice to the Company or the Trustee that such Security has been acquired by
a protected purchaser, the Company shall execute and upon its request the Trustee shall authenticate and make available for delivery, in lieu of any such destroyed, lost or stolen Security, a new
Security of the same Series and of like tenor and principal amount and bearing a number not contemporaneously outstanding. 


        In
case any such mutilated, destroyed, lost or stolen Security has become or is about to become due and payable, the Company in its discretion may, instead of issuing a new Security, pay
such Security. 


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


        Every
new Security of any Series issued pursuant to this Section in lieu of any destroyed, lost or stolen Security shall constitute an original additional contractual obligation of the
Company, whether or not the destroyed, lost or stolen Security shall be at any time enforceable by anyone, and shall be 


9





 



entitled
to all the benefits of this Indenture equally and proportionately with any and all other Securities of that Series duly issued hereunder. 


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



 Section 2.9 Outstanding Securities.  




        The Securities outstanding at any time are all the Securities authenticated by the Trustee except for those canceled by it, those delivered to it for
cancellation, those reductions in the interest on a Global Security effected by the Trustee in accordance with the provisions hereof and those described in this Section as not outstanding. 



        If
a Security is replaced pursuant to Section 2.8, it ceases to be outstanding until the Trustee receives proof satisfactory to it that the replaced Security is held by a
protected purchaser. 


        If
the Paying Agent (other than the Company, a Subsidiary of the Company or an Affiliate of the Company) holds on the Maturity of Securities of a Series money sufficient to pay such
Securities payable on that date, then on and after that date such Securities of the Series cease to be outstanding and interest on them ceases to accrue. 


        A
Security does not cease to be outstanding because the Company or an Affiliate of the Company holds the Security. 



        In
determining whether the Holders of the requisite principal amount of outstanding Securities have given any request, demand, authorization, direction, notice, consent or waiver
hereunder, the principal amount of a Discount Security that shall be deemed to be outstanding for such purposes shall be the amount of the principal thereof that would be due and payable as of the
date of such determination upon a declaration of acceleration of the Maturity thereof pursuant to Section 6.2. 



 Section 2.10 Treasury Securities.  




        In determining whether the Holders of the required principal amount of Securities of a Series have concurred in any request, demand, authorization, direction,
notice, consent or waiver, Securities of a Series owned by the Company shall be disregarded, except that for the purposes of determining whether the Trustee shall be protected in relying on any such
request, demand, authorization, direction, notice, consent or waiver, only Securities of a Series that the Trustee knows are so owned shall be so disregarded. 



 Section 2.11 Temporary Securities.  




        Until definitive Securities are ready for delivery, the Company may prepare and the Trustee shall authenticate temporary Securities upon a Company Order.
Temporary Securities shall be substantially in the form of definitive Securities but may have variations that the Company considers appropriate for temporary Securities. Without unreasonable delay,
the Company shall prepare and the Trustee upon request shall authenticate definitive Securities of the same Series and date of maturity in exchange for temporary Securities. Until so exchanged,
temporary securities shall have the same rights under this Indenture as the definitive Securities. 



 Section 2.12 Cancellation.  




        The Company at any time may deliver Securities to the Trustee for cancellation. The Registrar and the Paying Agent shall forward to the Trustee any Securities
surrendered to them for registration of transfer, exchange or payment. The Trustee shall cancel all Securities surrendered for registration of 


10





 

transfer,
exchange, payment, replacement or cancellation in accordance with its customary procedures and deliver such canceled Securities to the Company, unless the Company otherwise directs; provided
that the Trustee shall not be required to destroy Securities. The Company may not issue new Securities to replace Securities that it has paid or delivered to the Trustee for cancellation. 



 Section 2.13 Defaulted Interest.  




        If the Company defaults in a payment of interest on a Series of Securities, it shall pay the defaulted interest, plus, to the extent permitted by law, any
interest payable on the defaulted interest, to the persons who are Securityholders of the Series on a subsequent special record date. The Company shall fix the record date and payment date. At least
ten (10) days before the record date, the Company shall mail to the Trustee and to each Securityholder of the Series a notice that states the record date, the payment date and the amount
of interest to be paid. The Company may pay defaulted interest in any other lawful manner. 



 Section 2.14 Global Securities.  




        2.14.1  Terms of Securities. A Board Resolution, a supplemental indenture hereto or an Officers'
Certificate shall establish whether the Securities of a Series shall be issued in whole or in part in the form of one or more Global Securities and the Depository for such Global Security or
Securities. 


        2.14.2  Transfer and Exchange. Notwithstanding any provisions to the contrary contained in Section 2.7 of the Indenture
and in addition thereto, any Global Security shall be exchangeable pursuant to Section 2.7 of the Indenture for Securities registered in the names of Holders other than the Depository for such
Security or its nominee only if (i) such Depository notifies the Company that it is unwilling or unable to continue as Depository for such Global Security or if at any time such Depository
ceases to be a clearing agency registered under the Exchange Act, and, in either case, the Company fails to appoint a successor Depository registered as a clearing agency under the Exchange Act within
90 days of such event, (ii) the Company executes and delivers to the Trustee an Officers' Certificate to the effect that such Global Security shall be so exchangeable or (iii) an
Event of Default with respect to the Securities represented by such Global Security shall have happened and be continuing. Any Global Security that is exchangeable pursuant to the preceding sentence
shall be exchangeable for Securities registered in such names as the Depository shall direct in writing in an aggregate principal amount equal to the principal amount of the Global Security with like
tenor and terms. 


        Except
as provided in this Section 2.14.2, a Global Security may not be transferred except as a whole by the Depository with respect to such Global Security to a nominee of such
Depository, by a nominee of such Depository to such Depository or another nominee of such Depository or by the Depository or any such nominee to a successor Depository or a nominee of such a successor
Depository. 


        2.14.3  Legend. Any Global Security issued hereunder shall bear a legend in substantially the following form: 


        "This
Security is a Global Security within the meaning of the Indenture hereinafter referred to and is registered in the name of the Depository or a nominee of the Depository. This
Security is exchangeable for Securities registered in the name of a person other than the Depository or its nominee only in the limited circumstances described in the Indenture, and may not be
transferred except as a whole by the Depository to a nominee of the Depository, by a nominee of the Depository to the Depository or another nominee of the Depository or by the Depository or any such
nominee to a successor Depository or a nominee of such a successor Depository." 


11





 



        2.14.4  Acts of Holders. The Depository, as a Holder, may appoint agents and otherwise authorize participants to give or take
any request, demand, authorization, direction, notice, consent, waiver or other action which a Holder is entitled to give or take under the Indenture. 


        2.14.5  Payments. Notwithstanding the other provisions of this Indenture, unless otherwise specified as contemplated by
Section 2.2, payment of the principal of and interest, if any, on any Global Security shall be made to the Holder thereof. 


        2.14.6  Consents, Declaration and Directions. Except as provided in Section 2.14.5, the Company, the Trustee and any
Agent shall treat a person as the Holder of such principal amount of outstanding Securities of such Series represented by a Global Security as shall be specified in a written statement of the
Depository with respect to such Global Security, for purposes of obtaining any consents, declarations, waivers or directions required to be given by the Holders pursuant to this Indenture. 



 Section 2.15 CUSIP Numbers.  




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


 
 

ARTICLE III.
  REDEMPTION    
    



 Section 3.1 Notice to Trustee.  




        The Company may, with respect to any Series of Securities, reserve the right to redeem and pay the Series of Securities or may covenant to redeem and pay the
Series of Securities or any part thereof prior to the Stated Maturity thereof at such time and on such terms as provided for in such Securities. If a Series of Securities is redeemable and the Company
wants or is obligated to redeem prior to the
Stated Maturity thereof all or part of the Series of Securities pursuant to the terms of such Securities, it shall notify the Trustee of the redemption date and the principal amount of Series of
Securities to be redeemed. The Company shall give the notice at least 40 days before the redemption date (or such shorter notice as may be acceptable to the Trustee). 



 Section 3.2 Selection of Securities to be Redeemed.  




        Unless otherwise indicated for a particular Series by a Board Resolution, a supplemental indenture or an Officers' Certificate, if less than all the Securities of
a Series are to be redeemed, the Trustee shall select the Securities of the Series to be redeemed in any manner that the Trustee deems fair and appropriate. The Trustee shall make the selection from
Securities of the Series outstanding not previously called for redemption. The Trustee may select for redemption portions of the principal of Securities of the Series that have denominations larger
than $1,000. Securities of the Series and portions of them it selects shall be in amounts of $1,000 or whole multiples of $1,000 or, with respect to Securities of any Series issuable in other
denominations pursuant to Section 2.2.10, the minimum principal denomination for each Series and integral multiples thereof. Provisions of this Indenture that apply to Securities of a Series
called for redemption also apply to portions of Securities of that Series called for redemption. 


12





 

 Section 3.3 Notice of Redemption.  




        Unless otherwise indicated for a particular Series by Board Resolution, a supplemental indenture hereto or an Officers' Certificate, at least 30 days but
not more than 60 days before a redemption date, the Company shall mail a notice of redemption by first-class mail to each Holder whose Securities are to be redeemed and if any Bearer Securities
are outstanding, publish on one occasion a notice in an Authorized Newspaper. 


        The
notice shall identify the Securities of the Series to be redeemed and shall state: 


        (a)   the
redemption date; 


        (b)   the
redemption price; 


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


        (d)   that
Securities of the Series called for redemption must be surrendered to the Paying Agent to collect the redemption price; 


        (e)   that
interest on Securities of the Series called for redemption ceases to accrue on and after the redemption date; 


        (f)    the
CUSIP number, if any; and 


        (g)   any
other information as may be required by the terms of the particular Series or the Securities of a Series being redeemed. 


        At
the Company's request, the Trustee shall give the notice of redemption in the Company's name and at its expense. 



 Section 3.4 Effect of Notice of Redemption.  




        Once notice of redemption is mailed or published as provided in Section 3.3, Securities of a Series called for redemption become due and payable on the
redemption date and at the redemption price. A notice of redemption may not be conditional. Upon surrender to the Paying Agent, such Securities shall be paid at the redemption price plus accrued
interest to the redemption date; provided that installments of interest whose Stated Maturity is on or prior to the redemption date shall be payable to the Holders of such Securities (or one or more
predecessor Securities) registered at the close of business on the relevant record date therefor according to their terms and the terms of this Indenture. 



 Section 3.5 Deposit of Redemption Price.  




        On or before 10:00 a.m., New York City time, on the redemption date, the Company shall deposit with the Paying Agent money sufficient to pay the redemption
price of and accrued interest, if any, on all Securities to be redeemed on that date. 



 Section 3.6 Securities Redeemed in Part.  




        Upon surrender of a Security that is redeemed in part, the Trustee shall authenticate for the Holder a new Security of the same Series and the same maturity equal
in principal amount to the unredeemed portion of the Security surrendered. 


13





 
 
 

ARTICLE IV.
  COVENANTS    
    



 Section 4.1 Payment of Principal and Interest.  




        The Company covenants and agrees for the benefit of the Holders of each Series of Securities that it will duly and punctually pay the principal of and interest,
if any, on the Securities of that Series in accordance with the terms of such Securities and this Indenture. 



 Section 4.2 SEC Reports.  




        The Company shall, so long as any of the Securities are outstanding, deliver to the Trustee within 15 days after it files them with the SEC copies of the
annual reports and of the information, documents and other reports (or copies of such portions of any of the foregoing as the SEC may by rules and regulations prescribe) which the Company is required
to file with the SEC pursuant to Section 13 or 15(d) of the Exchange Act. The Company also shall comply with the other provisions of TIA Section 314(a). Delivery of such reports,
information and documents to the Trustee is for informational purposes only and the Trustee's receipt of such shall not constitute constructive notice of any information contained therein or
determinable from information contained therein, including the Company's compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on an Officers'
Certificate). 



 Section 4.3 Compliance Certificate.  




        The Company shall, so long as any of the Securities are outstanding, deliver to the Trustee, within 120 days after the end of each fiscal year of the
Company, an Officers' Certificate stating whether or not to the knowledge of the signers thereof the Company is in default in the performance and observance of any of the terms, provisions and
conditions hereof (without regard to any period of grace or requirement of notice provided hereunder), and if a Default or Event of Default shall have occurred, specifying all such Defaults or Events
of Default and the nature and status thereof of which they may have knowledge. 


        The
Company shall, so long as any of the Securities are outstanding, deliver to the Trustee, within thirty (30) days after 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 4.4 Stay, Extension and Usury Laws.  




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


14





 
 
 

ARTICLE V.
  SUCCESSORS    
    



 Section 5.1 When Company May Merge, Etc.  




        The Company shall not consolidate with or merge with or into, or convey, transfer or lease all or substantially all of its properties and assets to, any person (a
"successor person") unless: 


        (a)   the
Company is the surviving corporation or the successor person (if other than the Company) is organized and validly existing under the laws of any U.S. domestic
jurisdiction and expressly assumes the Company's obligations on the Securities and under this Indenture; and 



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


        The
Company shall deliver to the Trustee prior to the consummation of the proposed transaction an Officers' Certificate to the foregoing effect and an Opinion of Counsel stating that the
proposed transaction and any supplemental indenture comply with this Indenture. 



 Section 5.2 Successor Corporation Substituted.  




        Upon any consolidation or merger, or any sale, lease, conveyance or other disposition of all or substantially all of the assets of the Company in accordance with
Section 5.1, the successor corporation formed by such consolidation or into or with which the Company is merged or to which such sale, lease, conveyance or other disposition is made shall
succeed to, and be substituted for, and may exercise every right and power of, the Company under this Indenture with the same effect as if such successor person has been named as the Company herein;
provided, however, that the predecessor Company in the case of a sale, conveyance or other disposition (other than a lease) shall be released from all obligations and covenants under this Indenture
and the Securities. 


 
 

ARTICLE VI.
  DEFAULTS AND REMEDIES    
    



 Section 6.1 Events of Default.  




        "Event of Default," wherever used herein with respect to Securities of any Series, means any one of the following
events, unless in the establishing Board Resolution, supplemental indenture or Officers' Certificate, it is provided that such Series shall not have the benefit of said Event of Default: 


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


        (b)   default
in the payment of principal of any Security of that Series at its Maturity; or 


        (c)   default
in the deposit of any sinking fund payment, when and as due in respect of any Security of that Series; or 


        (d)   default
in the performance or breach of any covenant or warranty of the Company in this Indenture (other than a covenant or warranty for which the consequences of
nonperformance or breach are addressed elsewhere in this Section 6.1 and other than a covenant or warranty that has been included in this Indenture solely for the benefit of Series of
Securities other than that Series), which default continues uncured for a period of 90 days after there has been given, by registered or certified mail, to the Company by the Trustee or to the
Company and the Trustee by the Holders of not less than a majority in principal amount of the outstanding Securities of that Series a written notice 


15





 



specifying
such default or breach and requiring it to be remedied and stating that such notice is a "Notice of Default" hereunder; or 


        (e)   the
Company pursuant to or within the meaning of any Bankruptcy Law: 



        (i)    commences
a voluntary case, 


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


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


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


        (v)   generally
is unable to pay its debts as the same become due; or 




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



        (i)    is
for relief against the Company in an involuntary case, 


        (ii)   appoints
a Custodian of the Company or for all or substantially all of its property, or 


        (iii)  orders
the liquidation of the Company, 




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



        (g)   any
other Event of Default provided with respect to Securities of that Series, which is specified in a Board Resolution, a supplemental indenture hereto or an Officers'
Certificate, in accordance with Section 2.2.18. 


        The
term "Bankruptcy Law" means Title 11 of the U.S. Code or any similar federal or state law for the relief of debtors. The term
"Custodian" means any receiver, trustee, assignee, liquidator or similar official under any Bankruptcy Law. 



 Section 6.2 Acceleration of Maturity; Rescission and Annulment.  




        If an Event of Default with respect to Securities of any Series at the time outstanding occurs and is continuing (other than an Event of Default referred to in
Section 6.1(e) or (f)), then in every such case the Trustee or the Holders of not less than a majority in principal amount of the outstanding Securities of that Series may declare the principal
amount (or, if any Securities of that Series are Discount
Securities, such portion of the principal amount as may be specified in the terms of such Securities) of and accrued and unpaid interest, if any, on all of the Securities of that Series to be due and
payable immediately, by a notice in writing to the Company (and to the Trustee if given by Holders), and upon any such declaration such principal amount (or specified amount) and accrued and unpaid
interest, if any, shall become immediately due and payable. If an Event of Default specified in Section 6.1(e) or (f) shall occur, the principal amount (or specified amount) of and
accrued and unpaid interest, if any, on all outstanding Securities shall ipso facto become and be immediately due and payable without any declaration or other act on the part of the Trustee or any
Holder. 


        At
any time after such a declaration of acceleration with respect to any Series has been made and before a judgment or decree for payment of the money due has been obtained by the
Trustee as hereinafter in this Article provided, the Holders of a majority in principal amount of the outstanding Securities of that Series, by written notice to the Company and the Trustee, may
rescind and annul such declaration and its consequences if all Events of Default with respect to Securities of that Series, other than the non-payment of the principal and interest, if
any, of Securities of that Series which have become due solely by such declaration of acceleration, have been cured or waived as provided in Section 6.13. 


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


16





 



 Section 6.3 Collection of Indebtedness and Suits for Enforcement by Trustee.  




        The Company covenants that if 


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


        (b)   default
is made in the payment of principal of any Security at the Maturity thereof, or 


        (c)   default
is made in the deposit of any sinking fund payment when and as due by the terms of a Security, 


then
the Company will, upon demand of the Trustee, pay to it, for the benefit of the Holders of such Securities, the whole amount then due and payable on such Securities for principal and interest
and, to the extent that payment of such interest shall be legally enforceable, interest on any overdue principal and any overdue interest at the rate or rates prescribed therefor in such Securities
and, in addition thereto, such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the
Trustee, its agents and counsel. 


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


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



 Section 6.4 Trustee May File Proofs of Claim.  




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


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


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


and
any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Holder to make such payments to the
Trustee and, in the event that the Trustee shall consent to the making of such payments directly to the Holders, to pay to the Trustee any amount due it for the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel, and any other amounts due the Trustee under Section 7.7. 



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


17







  




 Section 6.5 Trustee May Enforce Claims Without Possession of Securities.  




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



 Section 6.6 Application of Money Collected.  




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


        First:
To the payment of all amounts due the Trustee under Section 7.7; and 


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


        Third:
To the Company. 



 Section 6.7 Limitation on Suits.  




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


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


        (b)   the
Holders of at least a majority in principal amount of the outstanding Securities of that Series shall have made written request to the Trustee to institute
proceedings in respect of such Event of Default in its own name as Trustee hereunder; 


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



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


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


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


18





 



 Section 6.8 Unconditional Right of Holders to Receive Principal and Interest.  




        Notwithstanding any other provision in this Indenture, the Holder of any Security shall have the right, which is absolute and unconditional, to receive payment of
the principal of and interest, if any, on such Security on the Stated Maturity or Stated Maturities expressed in such Security (or, in the case of redemption, on the redemption date) and to institute
suit for the enforcement of any such payment, and such rights shall not be impaired without the consent of such Holder. 



 Section 6.9 Restoration of Rights and Remedies.  




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



 Section 6.10 Rights and Remedies Cumulative.  




        Except as otherwise provided with respect to the replacement or payment of mutilated, destroyed, lost or stolen Securities in Section 2.8, no right or
remedy herein conferred upon or reserved to the Trustee or to the Holders is intended to be exclusive of any other right or remedy, and every right and remedy shall, to the extent permitted by law, be
cumulative and in addition to every other right and remedy given hereunder or now or hereafter existing at law or in equity or otherwise. The assertion or employment of any right or remedy hereunder,
or otherwise, shall not, to the extent permitted by law, prevent the concurrent assertion or employment of any other appropriate right or remedy. 



 Section 6.11 Delay or Omission Not Waiver.  




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



 Section 6.12 Control by Holders.  




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


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


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


        (c)   subject
to the provisions of Section 6.1, the Trustee shall have the right to decline to follow any such direction if the Trustee in good faith shall, by a
Responsible Officer of the Trustee, determine that the proceeding so directed would involve the Trustee in personal liability. 



 Section 6.13 Waiver of Past Defaults.  




        The Holders of not less than a majority in principal amount of the outstanding Securities of any Series may on behalf of the Holders of all the Securities of such
Series waive any past Default 


19





 

hereunder
with respect to such Series and its consequences, except a Default (i) in the payment of the principal of or interest on any Security of such Series (provided, however, that the
Holders of a majority in principal amount of the outstanding Securities of any Series may rescind an acceleration and its consequences, including any related payment default that resulted from such
acceleration) or (ii) in respect of a covenant or provision hereof which cannot be modified or amended without the consent of the Holder of each outstanding Security of such Series affected.
Upon any such waiver, such Default shall cease to exist, and any Event of Default arising therefrom shall be deemed to have been cured, for every purpose of this Indenture; but no such waiver shall
extend to any subsequent or other Default or impair any right consequent thereon. 



 Section 6.14 Undertaking for Costs.  




        All parties to this Indenture agree, and each Holder of any Security by his acceptance thereof shall be deemed to have agreed, that any court may in its
discretion require, in any suit for the enforcement of any right or remedy under this Indenture, or in any suit against the Trustee for any action taken, suffered or omitted by it as Trustee, the
filing by any party litigant in such suit of an undertaking to pay the costs of such suit, and that such court may in its discretion assess reasonable costs, including reasonable attorneys' fees,
against any party litigant in such suit, having due regard to the merits and good faith of the claims or defenses made by such party litigant; but the provisions of this Section shall not apply to any
suit instituted by the Company, to any suit instituted by the Trustee, to any suit instituted by any Holder, or group of Holders, holding in the aggregate more than 10% in principal amount of the
outstanding Securities of any Series, or to any suit instituted by any Holder for the enforcement of the payment of the principal of or interest on any Security on or after the Stated Maturity or
Stated Maturities expressed in such Security (or, in the case of redemption, on the redemption date). 


 
 

ARTICLE VII.
  TRUSTEE    
    



 Section 7.1 Duties of Trustee.  




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


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



        (i)    The
Trustee need perform only those duties that are specifically set forth in this Indenture and no others. 



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




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



        (i)    This
paragraph does not limit the effect of paragraph (b) of this Section. 



20





 

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


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




        (d)   Every
provision of this Indenture that in any way relates to the Trustee is subject to paragraph (a), (b) and (c) of this Section. 


        (e)   The
Trustee may refuse to perform any duty or exercise any right or power at the request or direction of any Holder unless it receives indemnity satisfactory to it
against any loss, liability or expense. 


        (f)    The
Trustee shall 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. 


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



        (h)   The
Paying Agent, the Registrar and any authenticating agent shall be entitled to the protections, immunities and standard of care as are set forth in paragraphs (a),
(b) and (c) of this Section with respect to the Trustee. 



 Section 7.2 Rights of Trustee.  




        (a)   The
Trustee may rely on and shall be protected in acting or refraining from acting upon any document 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. 


        (b)   Before
the Trustee acts or refrains from acting, it may require an Officers' Certificate. The Trustee shall not be liable for any action it takes or omits to take in
good faith in reliance on such Officers' Certificate. 


        (c)   The
Trustee may act through agents and shall not be responsible for the misconduct or negligence of any agent appointed with due care. No Depository shall be deemed an
agent of the Trustee, and the Trustee shall not be responsible for any act or omission by any Depository. 



        (d)   The
Trustee shall not be liable for any action it takes or omits to take in good faith which it believes to be authorized or within its rights or powers, provided that
the Trustee's conduct does not constitute negligence or bad faith. 


        (e)   The
Trustee may consult with counsel, and the advice of such counsel or any Opinion of Counsel shall be full and complete authorization and protection in respect of any
action taken, suffered or omitted by it hereunder without negligence and in good faith and in reliance thereon. 


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


21





 



        (g)   The
Trustee may consult with counsel of its selection and the advice of such counsel or any Opinion of Counsel shall be full and complete authorization and protection in
respect of any action taken, suffered or omitted by it hereunder without negligence and in good faith and in reliance thereon. 



        (h)   The
Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice,
request, direction, consent, order, bond, debenture, note, other evidence of indebtedness or other paper or document, but the Trustee, in its discretion, may make such further inquiry or investigation
into such facts or matters as it may see fit. 


        (i)    The
Trustee shall not be deemed to have notice of any Default or Event of Default unless a Responsible Officer of the Trustee has actual knowledge thereof or unless
written notice of any event which is in fact such a default is received by the Trustee at the Corporate Trust Office of the Trustee, and such notice references the Securities generally or the
Securities of a particular Series and this Indenture. 


        (j)    The
permissive rights of the Trustee enumerated herein shall not be construed as duties. 



 Section 7.3 Individual Rights of Trustee.  




        The Trustee in its individual or any other capacity may become the owner or pledgee of Securities and may otherwise deal with the Company or an Affiliate of the
Company with the same rights it would have if it were not Trustee. Any Agent may do the same with like rights. The Trustee is also subject to Sections 7.10 and 7.11. 



 Section 7.4 Trustee's Disclaimer.  




        The Trustee makes no representation as to the validity or adequacy of this Indenture or the Securities, it shall not be accountable for the Company's use of the
proceeds from the Securities, and it shall not be responsible for any statement in the Securities other than its authentication. 



 Section 7.5 Notice of Defaults.  




        If a Default or Event of Default occurs and is continuing with respect to the Securities of any Series and if it is known to a Responsible Officer of the Trustee,
the Trustee shall mail to each Securityholder of the Securities of that Series and, if any Bearer Securities are outstanding, publish on one occasion in an Authorized Newspaper, notice of a Default or
Event of Default within 90 days after it occurs or, if later, after a Responsible Officer of the Trustee has knowledge of such Default or Event of Default. Except in the case of a Default or
Event of Default in payment of principal of or interest on any Security of any Series, the Trustee may withhold the notice if and so long as its corporate trust committee or a committee of its
Responsible Officers in good faith determines that withholding the notice is in the interests of Securityholders of that Series. 



 Section 7.6 Reports by Trustee to Holders.  




        Within 60 days after May 15 in each year, the Trustee shall transmit by mail to all Securityholders, as their names and addresses appear on the
register kept by the Registrar and, if any Bearer Securities are outstanding, publish in an Authorized Newspaper, a brief report dated as of such May 15, in accordance with, and to the extent
required under, TIA Section 313. 


        A
copy of each report at the time of its mailing to Securityholders of any Series shall be filed with the SEC and each stock exchange on which the Securities of that Series are listed.
The Company shall promptly notify the Trustee when Securities of any Series are listed on any stock exchange. 


22





 



 Section 7.7 Compensation and Indemnity.  




        The Company shall pay to the Trustee from time to time compensation for its services as the Company and the Trustee shall from time to time agree upon in writing.
The Trustee's compensation shall not be limited by any law on compensation of a trustee of an express trust. The Company shall reimburse the Trustee upon request for all reasonable
out-of-pocket expenses incurred by it. Such expenses shall include the reasonable compensation and expenses of the Trustee's agents and counsel. 



        The
Company shall indemnify each of the Trustee and any predecessor Trustee (including the cost of defending itself) against any loss, liability or expense, including taxes (other than
taxes based upon, measured by or determined by the income of the Trustee) incurred by it except as set forth in the next paragraph in the performance of its duties under this Indenture as Trustee or
Agent. The Trustee shall notify the Company promptly of any claim for which it may seek indemnity. The Company shall defend the claim and the Trustee shall cooperate in the defense. The Trustee may
have one separate counsel and the Company shall pay the reasonable fees and expenses of such counsel. The Company need not pay for any settlement made without its consent, which consent shall not be
unreasonably withheld. This indemnification shall apply to officers, directors, employees, shareholders and agents of the Trustee. 



        The
Company need not reimburse any expense or indemnify against any loss or liability incurred by the Trustee or by any officer, director, employee, shareholder or agent of the Trustee
through negligence or bad faith. 


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


        When
the Trustee incurs expenses or renders services after an Event of Default specified in Section 6.1(e) or (f) occurs, the expenses and the compensation for the services
are intended to constitute expenses of administration under any Bankruptcy Law. 


        The
provisions of this Section shall survive the resignation or removal of the Trustee and the termination of this Indenture. 



 Section 7.8 Replacement of Trustee.  




        A resignation or removal of the Trustee and appointment of a successor Trustee shall become effective only upon the successor Trustee's acceptance of appointment
as provided in this Section. 


        The
Trustee may resign with respect to the Securities of one or more Series by so notifying the Company at least 30 days prior to the date of the proposed resignation. The Holders
of a majority in principal amount of the Securities of any Series may remove the Trustee with respect to that Series by so notifying the Trustee and the Company. The Company may remove the Trustee
with respect to Securities of one or more Series if: 


        (a)   the
Trustee fails to comply with Section 7.10; 


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


        (c)   a
Custodian or public officer takes charge of the Trustee or its property; or 


        (d)   the
Trustee becomes incapable of acting. 


        If
the Trustee resigns or is removed or if a vacancy exists in the office of Trustee for any reason, the Company shall promptly appoint a successor Trustee. Within one year after the
successor Trustee 


23





 



takes
office, the Holders of a majority in principal amount of the then outstanding Securities may appoint a successor Trustee to replace the successor Trustee appointed by the Company. 


        If
a successor Trustee with respect to the Securities of any one or more Series 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 a majority in principal amount of the Securities of the applicable Series may petition any court of competent jurisdiction for the appointment of a
successor Trustee. 


        A
successor Trustee shall deliver a written acceptance of its appointment to the retiring Trustee and to the Company. Immediately after that, the retiring Trustee shall transfer all
property held by it as Trustee to the successor Trustee subject to the lien provided for in Section 7.7, the resignation or removal of the retiring Trustee shall become effective, and the
successor Trustee shall have all the rights, powers and duties of the Trustee with respect to each Series of Securities for which it is acting as Trustee under this Indenture. A successor Trustee
shall mail a notice of its succession to each Securityholder of each such Series and, if any Bearer Securities are outstanding, publish such notice on one occasion in an Authorized Newspaper.
Notwithstanding replacement of the Trustee pursuant to this Section 7.8, the Company's obligations under Section 7.7 hereof shall continue for the benefit of the retiring Trustee with
respect to expenses and liabilities incurred by it prior to such replacement. 



 Section 7.9 Successor Trustee by Merger, etc.  




        If the Trustee consolidates with, 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 shall be the successor Trustee. 



 Section 7.10 Eligibility; Disqualification.  




        This Indenture shall always have a Trustee who satisfies the requirements of TIA Section 310(a)(1), (2) and (5). The Trustee shall always have a
combined capital and surplus of at least $25,000,000 as set forth in its most recent published annual report of condition. The Trustee shall comply with TIA Section 310(b). 



 Section 7.11 Preferential Collection of Claims Against Company.  




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


 
 

ARTICLE VIII.
  SATISFACTION AND DISCHARGE; DEFEASANCE    
    



 Section 8.1 Satisfaction and Discharge of Indenture.  




        This Indenture shall upon Company Order cease to be of further effect (except as hereinafter provided in this Section 8.1), and the Trustee, at the expense
of the Company, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture, when 


        (a)   any
of the following shall have occurred: 



        (i)    no
Securities have been issued hereunder; 


        (ii)   all
Securities theretofore authenticated and delivered (other than Securities that have been destroyed, lost or stolen and that have been replaced or paid) have been
delivered to the Trustee for cancellation; or 


        (iii)  all
such Securities not theretofore delivered to the Trustee for cancellation 



24





 




        (1)   have
become due and payable, or 


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


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





and
the Company has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust an amount sufficient for the purpose of paying and discharging the entire indebtedness on
such Securities not theretofore delivered to the Trustee for cancellation, for principal and interest to the date of such deposit (in the case of Securities which have become due and payable on or
prior to the date of such deposit) or to the Stated Maturity or redemption date, as the case may be; 


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



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


Notwithstanding
the satisfaction and discharge of this Indenture, the obligations of the Company to the Trustee under Section 7.7 and, if money shall have been deposited with the Trustee
pursuant to clause (a) of this Section, the provisions of Sections 2.4, 2.7, 2.8, 8.1, 8.2 and 8.5 shall survive. 



 Section 8.2 Application of Trust Funds; Indemnification.  




        (a)   Subject
to the provisions of Section 8.5, all money deposited with the Trustee pursuant to Section 8.1, all money and U.S. Government Obligations or
Foreign Government Obligations deposited with the Trustee pursuant to Section 8.3 or 8.4 and all money received by the Trustee in respect of U.S. Government Obligations or Foreign Government
Obligations deposited with the Trustee pursuant to Section 8.3 or 8.4, shall be held in trust and applied by it, in accordance with the provisions of the Securities and this Indenture, to the
payment, either directly or through any Paying Agent (other than the Company acting as its own Paying Agent) as the Trustee may determine, to the persons entitled thereto, of the principal and
interest for whose payment such money has been deposited with or received by the Trustee or to make mandatory sinking fund payments or analogous payments as contemplated by Sections 8.3 or 8.4. 


        (b)   The
Company shall pay and shall indemnify the Trustee against any tax, fee or other charge imposed on or assessed against U.S. Government Obligations or Foreign
Government Obligations deposited pursuant to Sections 8.3 or 8.4 or the interest and principal received in respect of such obligations other than any payable by or on behalf of Holders. 



        (c)   The
Trustee shall deliver or pay to the Company from time to time upon Company Request any U.S. Government Obligations or Foreign Government Obligations or money held by
it as provided in Sections 8.3 or 8.4 which, in the opinion of a nationally recognized firm of independent certified public accountants expressed in a written certification thereof delivered to the
Trustee, are then in excess of the amount thereof which then would have been required to be deposited for the purpose for which such U.S. Government Obligations or Foreign Government Obligations or
money were deposited or received. This provision shall not authorize the sale by the Trustee of any U.S. Government Obligations or Foreign Government Obligations held under this Indenture. 


25







  




 Section 8.3 Legal Defeasance of Securities of any Series.  




        Unless this Section 8.3 is otherwise specified, pursuant to Section 2.2.23, to be inapplicable to Securities of any Series, the Company shall be
deemed to have paid and discharged the entire indebtedness on all the outstanding Securities of any Series on the 91st day after the date of the deposit referred to in subparagraph (d) hereof,
and the provisions of this Indenture, as it relates to such outstanding Securities of such Series, shall no longer be in effect (and the Trustee, at the expense of the Company, shall, at Company
Request, execute proper instruments acknowledging the same), except as to: 


        (a)   the
rights of Holders of Securities of such Series to receive, from the trust funds described in subparagraph (d) hereof, (i) payment of the principal of
and each installment of principal of and interest on the outstanding Securities of such Series on the Stated Maturity of such principal or installment of principal or interest and (ii) the
benefit of any mandatory sinking fund payments applicable to the Securities of such Series on the day on which such payments are due and payable in accordance with the terms of this Indenture and the
Securities of such Series; 


        (b)   the
provisions of Sections 2.4, 2.7, 2.8, 8.2, 8.3 and 8.5; and 


        (c)   the
rights, powers, trust and immunities of the Trustee hereunder; 


provided
that, the following conditions shall have been satisfied: 


        (d)   the
Company shall have deposited or caused to be irrevocably deposited (except as provided in Section 8.2(c)) with the Trustee as trust funds in trust for the
purpose of making the following payments, specifically pledged as security for and dedicated solely to the benefit of the Holders of such Securities (i) in the case of Securities of such Series
denominated in Dollars, cash in Dollars and/or U.S. Government Obligations, or (ii) in the case of Securities of such Series denominated in a Foreign Currency (other than a composite currency),
money and/or Foreign Government Obligations, which through the payment of interest and principal in respect thereof in accordance with their terms, will provide (and without reinvestment and assuming
no tax liability will be imposed on such Trustee), not later than one day before the due date of any payment of money, an amount in cash, sufficient, in the opinion of a nationally recognized firm of
independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge each installment of principal of and interest, if any, on and any mandatory
sinking fund payments in respect of all the Securities of such Series on the dates such installments of interest or principal and such sinking fund payments are due; 


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


        (f)    no
Default or Event of Default with respect to the Securities of such Series shall have occurred and be continuing on the date of such deposit or during the period
ending on the 91st day after such date; 


        (g)   the
Company shall have delivered to the Trustee an Officers' Certificate and an Opinion of Counsel to the effect that (i) the Company has received from, or there
has been published by, the Internal Revenue Service a ruling, or (ii) since the date of execution of this Indenture, there has been a change in the applicable Federal income tax law, in either
case to the effect that, and based thereon such Opinion of Counsel shall confirm that, the Holders of the Securities of such Series will not recognize income, gain or loss for Federal income tax
purposes as a result of such deposit, defeasance and discharge and will be subject to Federal income tax on the same amounts and in the same manner and at the same times as would have been the case if
such deposit, defeasance and discharge had not occurred; 


26





 



        (h)   the
Company shall have delivered to the Trustee an Officers' Certificate stating that the deposit was not made by the Company with the intent of preferring the Holders
of the Securities of such Series over any other creditors of the Company or with the intent of defeating, hindering, delaying or defrauding any other creditors of the Company; and 


        (i)    the
Company shall have delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for relating to
the defeasance contemplated by this Section have been complied with. 



 Section 8.4 Covenant Defeasance.  




        Unless this Section 8.4 is otherwise specified pursuant to Section 2.2.23 to be inapplicable to Securities of any Series, on and after the 91st day
after the date of the deposit referred to in subparagraph (a) hereof, the Company may omit to comply with respect to the Securities of any Series with any term, provision or condition set forth
under Sections 4.2, 4.3, 4.4, 4.6 and 5.1 as well as any additional covenants specified in a supplemental indenture for such Series of Securities or a Board Resolution or an Officers' Certificate
delivered pursuant to Section 2.2.23 (and the failure to comply with any such covenants shall not constitute a Default or Event of Default with respect to such Series under Section 6.1)
and the occurrence of any event specified in a supplemental indenture for such Series of Securities or a Board Resolution or an Officers' Certificate delivered pursuant to Section 2.2.18 and
designated as an Event of Default shall not constitute a Default or Event of Default hereunder, with respect to the Securities of such Series, provided that the following conditions shall have been
satisfied: 


        (a)   With
reference to this Section 8.4, the Company has deposited or caused to be irrevocably deposited (except as provided in Section 8.2(c)) with the Trustee
as trust funds in trust for the purpose of making the following payments specifically pledged as security for, and dedicated solely to, the benefit of the Holders of such Securities (i) in the
case of Securities of such Series denominated in Dollars, cash in Dollars and/or U.S. Government Obligations, or (ii) in the case of Securities of such Series denominated in a Foreign Currency
(other than a composite currency), money and/or Foreign Government Obligations, which through the payment of interest and principal in respect thereof in accordance with their terms, will provide (and
without reinvestment and assuming no tax liability will be imposed on such Trustee), not later than one day before the due date of any payment of money, an amount in cash, sufficient, in the opinion
of a nationally recognized firm of independent certified public accountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge each installment of principal of
and interest, if any, on and any mandatory sinking fund payments in respect of the Securities of such Series on the dates such installments of interest or principal and such sinking fund payments are
due; 


        (b)   Such
deposit will not result in a breach or violation of, or constitute a default under, this Indenture or any other agreement or instrument to which the Company is a
party or by which it is bound; 


        (c)   No
Default or Event of Default with respect to the Securities of such Series shall have occurred and be continuing on the date of such deposit or during the period
ending on the 91st day after such date; 


        (d)   The
Company shall have delivered to the Trustee an Opinion of Counsel to the effect that Holders of the Securities of such Series will not recognize income, gain or loss
for federal income tax purposes as a result of such deposit and 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 deposit and covenant defeasance had not occurred; and 


27





 



        (e)   The
Company shall have delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that all conditions precedent herein provided for
relating to the covenant defeasance contemplated by this Section have been complied with. 



 Section 8.5 Repayment to Company.  




        The Trustee and the Paying Agent shall pay to the Company upon written request any money held by them for the payment of principal and interest that remains
unclaimed for two years; 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. After that,
Securityholders entitled to the money must look to the Company for payment as general creditors unless an applicable abandoned property law designates another person. 



 Section 8.6 Reinstatement.  




        If the Trustee or the Paying Agent is unable to apply any money deposited with respect to Securities of any series in accordance with Section 8.1 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 obligations of the Company
under this Indenture with respect to the Securities of such series and under the Securities of such series shall be revived and reinstated as though no deposit had occurred pursuant to
Section 8.1 until such time as the Trustee or the Paying Agent is permitted to apply all such money in accordance with Section 8.1; provided,
however, that if the Company has made any payment of principal of, premium (if any) or interest on any Additional Amounts with respect to any Securities because of the
reinstatement of its obligations, the Company shall be subrogated to the rights of the Holders of such Securities to receive such payment from the money held by the Trustee or the Paying Agent. 


 
 

ARTICLE IX.
  AMENDMENTS AND WAIVERS    
    



 Section 9.1 Without Consent of Holders.  




        The Company and the Trustee may amend or supplement this Indenture or the Securities of one or more Series without the consent of any Securityholder: 


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


        (b)   to
comply with Article V; 


        (c)   to
provide for uncertificated Securities in addition to or in place of certificated Securities; 


        (d)   to
make any change that does not adversely affect the rights of any Securityholder; 


        (e)   to
provide for the issuance of and establish the form and terms and conditions of Securities of any Series as permitted by this Indenture; 


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



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


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 Section 9.2 With Consent of Holders.  




        The Company and the Trustee may enter into a supplemental indenture with the written consent of the Holders of at least a majority in principal amount of the
outstanding Securities of each Series affected by such supplemental indenture (including consents obtained in connection with a tender offer or exchange offer for the Securities of such Series), for
the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of any supplemental indenture or of modifying in any manner the rights of
the Securityholders of each such Series. Except as provided in Section 6.13, the Holders of at least a majority in principal amount of the outstanding Securities of any Series by notice to the
Trustee (including consents obtained in connection with a tender offer or exchange offer for the Securities of such Series) may waive compliance by the Company with any provision of this Indenture or
the Securities with respect to such Series. 


        It
shall not be necessary for the consent of the Holders of Securities under this Section 9.2 to approve the particular form of any proposed supplemental indenture or waiver, but
it shall be sufficient if such consent approves the substance thereof. After a supplemental indenture or waiver under this section becomes effective, the Company shall mail to the Holders of
Securities affected thereby and, if any Bearer Securities affected thereby are outstanding, publish on one occasion in an Authorized Newspaper, a notice briefly describing the supplemental indenture
or waiver. Any failure by the Company to mail or publish such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture or waiver. 



 Section 9.3 Limitations.  




        Without the consent of each Securityholder affected, an amendment or waiver may not: 


        (a)   reduce
the amount of Securities whose Holders must consent to an amendment, supplement or waiver; 


        (b)   reduce
the rate of or extend the time for payment of interest (including default interest) on any Security; 



        (c)   reduce
the principal or change the Stated Maturity of any Security or reduce the amount of, or postpone the date fixed for, the payment of any sinking fund or analogous
obligation; 


        (d)   reduce
the principal amount of Discount Securities payable upon acceleration of the maturity thereof; 


        (e)   waive
a Default or Event of Default in the payment of the principal of or interest, if any, on any Security (except a rescission of acceleration of the Securities of any
Series by the Holders of at least a majority in principal amount of the outstanding Securities of such Series and a waiver of the payment default that resulted from such acceleration); 



        (f)    make
the principal of or interest, if any, on any Security payable in any currency other than that stated in the Security; 


        (g)   make
any change in Sections 6.8, 6.13, or 9.3 (this sentence); or 


        (h)   waive
a redemption payment with respect to any Security. 



 Section 9.4 Compliance with Trust Indenture Act.  




        Every amendment to this Indenture or the Securities of one or more Series shall be set forth in a supplemental indenture hereto that complies with the TIA as then
in effect. 


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 Section 9.5 Revocation and Effect of Consents.  




        Until an amendment is set forth in a supplemental indenture or a waiver becomes effective, a consent to it by a Holder of a Security is a continuing consent by
the Holder and every subsequent Holder of a Security or portion of a Security that evidences the same debt as the consenting Holder's Security, even if notation of the consent is not made on any
Security. However, any such Holder or subsequent Holder may revoke the consent as to his Security or portion of a Security if the Trustee receives the notice of revocation before the date of the
supplemental indenture or the date the waiver becomes effective. 


        Any
amendment or waiver once effective shall bind every Securityholder of each Series affected by such amendment or waiver unless it is of the type described in any of clauses
(a) through (h) of Section 9.3. In that case, the amendment or waiver shall bind each Holder of a Security who has consented to it and every subsequent Holder of a Security or
portion of a Security that evidences the same debt as the consenting Holder's Security. 



 Section 9.6 Notation on or Exchange of Securities.  




        The Trustee may place an appropriate notation about an amendment or waiver on any Security of any Series thereafter authenticated. The Company in exchange for
Securities of that Series may issue and the Trustee shall authenticate upon request new Securities of that Series that reflect the amendment or waiver. 



 Section 9.7 Trustee Protected.  




        In executing, or accepting the additional trusts created by, any supplemental indenture permitted by this Article or the modifications thereby of the trusts
created by this Indenture, the Trustee shall be entitled to receive, in addition to the documents required by Section 10.4, and (subject to Section 7.1) shall be fully protected in
relying upon, an Opinion of Counsel stating that the execution of such supplemental indenture is authorized or permitted by this Indenture. The Trustee shall sign all supplemental indentures, except
that the Trustee need not sign any supplemental indenture that adversely affects its rights. 


 
 

ARTICLE X.
  MISCELLANEOUS    
    



 Section 10.1 Trust Indenture Act Controls.  




        If any provision of this Indenture limits, qualifies or conflicts with another provision which is required or deemed to be included in this Indenture by the TIA,
such required or deemed provision shall control. 



 Section 10.2 Notices.  




        Any notice or communication by the Company or the Trustee to the other, or by a Holder to the Company or the Trustee, is duly given if in writing and delivered in
person or mailed by first-class mail: 





if
to the Company: 


Amgen Inc.

One Amgen Center Drive

Thousand Oaks, California 91320

Attention: Corporate Secretary

Telephone: (805) 447-1000

Facsimile: (805) 447-1010 





30





 



if
to the Trustee: 


JPMorgan
Chase Bank

4 New York Plaza, 15th Floor

New York, New York 10004

Attention: Institutional Trust Services

Telephone: (212) 623-5233

Facsimile: (212) 623-6215 






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



        Any
notice or communication to a Securityholder shall be mailed by first-class mail to his address shown on the register kept by the Registrar and, if any Bearer Securities are
outstanding, published in an Authorized Newspaper. Failure to mail a notice or communication to a Securityholder of any Series or any defect in it shall not affect its sufficiency with respect to
other Securityholders of that or any other Series. 


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



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



 Section 10.3 Communication by Holders with Other Holders.  




        Securityholders of any Series may communicate pursuant to TIA Section 312(b) with other Securityholders of that Series or any other Series with respect to
their rights under this Indenture or the Securities of that Series or all Series. The Company, the Trustee, the Registrar and anyone else shall have the protection of TIA Section 312(c). 



 Section 10.4 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: 


        (a)   an
Officers' Certificate stating that, in the opinion of the signers, all conditions precedent, if any, provided for in this Indenture relating to the proposed action
have been complied with; and 


        (b)   an
Opinion of Counsel stating that, in the opinion of such counsel, all such conditions precedent have been complied with. 



 Section 10.5 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 Section 314(a)(4)) shall comply with the provisions of TIA Section 314(e) and shall include: 


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


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


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


31





 



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



 Section 10.6 Rules by Trustee and Agents.  




        The Trustee may make reasonable rules for action by or a meeting of Securityholders of one or more Series. Any Agent may make reasonable rules and set reasonable
requirements for its functions. 



 Section 10.7 Legal Holidays.  




        Unless otherwise provided by Board Resolution, Officers' Certificate or supplemental indenture hereto for a particular Series, a "Legal
Holiday" is any day that is not a Business Day. 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 for the intervening period. 



 Section 10.8 No Recourse Against Others.  




        A director, officer, employee or stockholder, as such, of the Company shall not have any liability for any obligations of the Company under the Securities or the
Indenture or for any claim based on, in respect of or by reason of such obligations or their creation. Each Securityholder by accepting a Security waives and releases all such liability. The waiver
and release are part of the consideration for the issue of the Securities. 



 Section 10.9 Counterparts.  




        This Indenture may be executed in any number of counterparts and by the parties hereto in separate counterparts, each of which when so executed shall be deemed to
be an original and all of which taken together shall constitute one and the same agreement. 



 Section 10.10 Governing Laws.  




        THIS INDENTURE AND THE SECURITIES SHALL BE GOVERNED BY THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED IN SUCH STATE, WITHOUT
REGARD TO THE CONFLICT OF LAWS PROVISIONS THEREOF. 



 Section 10.11 No Adverse Interpretation of Other Agreements.  




        This Indenture may not be used to interpret another indenture, loan or debt agreement of the Company or a Subsidiary of the Company. Any such indenture, loan or
debt agreement may not be used to interpret this Indenture. 



 Section 10.12 Successors.  




        All agreements of the Company in this Indenture and the Securities shall bind its successor. All agreements of the Trustee in this Indenture shall bind its
successor. 



 Section 10.13 Severability.  




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


32





 

 Section 10.14 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 hereof, and shall in no way modify or restrict any of the terms or provisions hereof. 



 Section 10.15 Securities in a Foreign Currency.  




        Unless otherwise specified in a Board Resolution, a supplemental indenture hereto or an Officers' Certificate delivered pursuant to Section 2.2 of this
Indenture with respect to a particular Series of Securities, whenever for purposes of this Indenture any action may be taken by the Holders of a specified percentage in aggregate principal amount of
Securities of all Series or all Series affected by a particular action at the time outstanding and, at such time, there are outstanding Securities of any Series which are denominated in a coin or
currency other than Dollars, then the principal amount of Securities of such Series which shall be deemed to be outstanding for the purpose of taking such action shall be that amount of Dollars that
could be obtained for such amount at the Market Exchange Rate at such time. For purposes of this Section 10.15, "Market Exchange Rate" shall mean
the noon Dollar buying rate in New York City for cable transfers of that currency as published by the Federal Reserve Bank of New York. If such Market Exchange Rate is not available for any reason
with respect to such currency, the Trustee shall use, in its sole discretion and without liability on its part, such quotation of the Federal Reserve Bank of New York as of the most recent available
date, or quotations from one or more major banks in The City of New York or in the country of issue of the currency in question or such other quotations as the Trustee, upon consultation with the
Company, shall deem appropriate. The provisions of this paragraph shall apply in determining the equivalent principal amount in respect of Securities of a Series denominated in currency other than
Dollars in connection with any action taken by Holders of Securities pursuant to the terms of this Indenture. 


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



 Section 10.16 Judgment Currency.  




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


33





 

"New York Banking Day" means any day except a Saturday, Sunday or a legal holiday in The City of New York on which banking institutions are authorized
or required by law, regulation or executive order to close. 


 
 

ARTICLE XI.
  SINKING FUNDS    
    



 Section 11.1 Applicability of Article.  




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


        The
minimum amount of any sinking fund payment provided for by the terms of the Securities of any Series is herein referred to as a "mandatory sinking fund
payment" and any other amount provided for by the terms of Securities of such Series is herein referred to as an "optional sinking fund
payment." If provided for by the terms of Securities of any Series, the cash amount of any sinking fund payment may be subject to reduction as provided in Section 11.2.
Each sinking fund payment shall be applied to the redemption of Securities of any Series as provided for by the terms of the Securities of such Series. 



 Section 11.2 Satisfaction of Sinking Fund Payments with Securities.  




        The Company may, in satisfaction of all or any part of any sinking fund payment with respect to the Securities of any Series to be made pursuant to the terms of
such Securities (1) deliver outstanding Securities of such Series to which such sinking fund payment is applicable (other than any of such Securities previously called for mandatory sinking
fund redemption) and (2) apply as credit Securities of such Series to which such sinking fund payment is applicable and which have been repurchased by the Company or redeemed either at the
election of the Company pursuant to the terms of such Series of Securities (except pursuant to any mandatory sinking fund) or through the application of permitted optional sinking fund payments or
other optional redemptions pursuant to the terms of such Securities, provided that such Securities have not been previously so credited. Such Securities shall be received by the Trustee, together with
an Officers' Certificate with respect thereto, not later than 15 days prior to the date on which the Trustee begins the process of selecting Securities for redemption, and shall be credited for
such purpose by the Trustee at the price specified in such Securities for redemption through operation of the sinking fund and the amount of such sinking fund payment shall be reduced accordingly. If
as a result of the delivery or credit of Securities in lieu of cash payments pursuant to this Section 11.2, the principal amount of Securities of such Series to be redeemed in order to exhaust
the aforesaid cash payment shall be less than $100,000, the Trustee need not call Securities of such Series for redemption, except upon receipt of a Company Order that such action be taken, and such
cash payment shall be held by the Trustee or a Paying Agent and applied to the next succeeding sinking fund payment, provided, however, that the Trustee or such Paying Agent shall from time to time
upon receipt of a Company Order pay over and deliver to the Company any cash payment so being held by the Trustee or such Paying Agent upon delivery by the Company to the Trustee of Securities of that
Series purchased by the Company having an unpaid principal amount equal to the cash payment required to be released to the Company. 



 Section 11.3 Redemption of Securities for Sinking Fund.  




        Not less than 45 days (unless otherwise indicated in the Board Resolution, supplemental indenture or Officers' Certificate in respect of a particular
Series of Securities) prior to each sinking fund payment date for any Series of Securities, the Company will deliver to the Trustee an Officers' Certificate specifying the amount of the next ensuing
mandatory sinking fund payment for that Series pursuant to the terms of that Series, the portion thereof, if any, which is to be satisfied by payment of 


34





 

cash
and the portion thereof, if any, which is to be satisfied by delivering and crediting of Securities of that Series pursuant to Section 11.2, and the optional amount, if any, to be added in
cash to the next ensuing mandatory sinking fund payment, and the Company shall thereupon be obligated to pay the amount therein specified. Not less than 30 days (unless otherwise indicated in
the Board Resolution, Officers' Certificate or supplemental indenture in respect of a particular Series of Securities) before each such sinking fund payment date the Trustee shall select the
Securities to be redeemed upon such sinking fund payment date in the manner specified in Section 3.2 and cause notice of the redemption thereof to be given in the name of and at the expense of
the Company in the manner provided in Section 3.3. Such notice having been duly given, the redemption of such Securities shall be made upon the terms and in the manner stated in Sections 3.4,
3.5 and 3.6. 


35





 

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



	 	 	Amgen Inc.
	

 	
 	

By:	
 	

/s/  RICHARD D. NANULA       
 Name: Richard D. Nanula

Its: Executive Vice President, Finance, Strategy and Communications, and Chief Financial Officer
	

 	
 	

JPMorgan Chase Bank, as Trustee
	

 	
 	

By:	
 	

/s/  CAROL NG       
 Name: Carol Ng

Its: Vice President




36









QuickLinks


ARTICLE I. DEFINITIONS AND INCORPORATION BY REFERENCE

ARTICLE II. THE SECURITIES


ARTICLE III. REDEMPTION

ARTICLE IV. COVENANTS

ARTICLE V. SUCCESSORS

ARTICLE VI. DEFAULTS AND REMEDIES


ARTICLE VII. TRUSTEE

ARTICLE VIII. SATISFACTION AND DISCHARGE; DEFEASANCE


ARTICLE IX. AMENDMENTS AND WAIVERS

ARTICLE X. MISCELLANEOUS

ARTICLE XI. SINKING FUNDS