EXHIBIT
4.1


 




 





INCYTE CORPORATION


 


TO


 


[             ]


Trustee


 






 


Indenture


Dated as of      
·     , 2009


 






 




 




















 


INCYTE
CORPORATION


Reconciliation
and tie between Trust Indenture Act of 1939 and


Indenture,
dated as of     ·   , 2009


 


	
  Trust Indenture

  	
   

  	
  Indenture

  
	
  Act Section

  	
   

  	
  Sections

  
	
   

  	
   

  	
   

  
	
  § 310(a)(1)

  	
   

  	
  609

  
	
  (a)(2)

  	
   

  	
  609

  
	
  (a)(3)

  	
   

  	
  Not Applicable

  
	
  (a)(4)

  	
   

  	
  Not Applicable

  
	
  (a)(5)

  	
   

  	
  609

  
	
  (b)

  	
   

  	
  608

  
	
   

  	
   

  	
  610

  
	
  § 311(a)

  	
   

  	
  613(a)

  
	
  (b)

  	
   

  	
  613(b)

  
	
  (b)(2)

  	
   

  	
  703(a)(2)

  
	
   

  	
   

  	
  703(b)

  
	
  § 312(a)

  	
   

  	
  701

  
	
   

  	
   

  	
  702(a)

  
	
  (b)

  	
   

  	
  702(b)

  
	
  (c)

  	
   

  	
  702(c)

  
	
  § 313(a)

  	
   

  	
  703(a)

  
	
  (b)

  	
   

  	
  703(b)

  
	
  (c)

  	
   

  	
  703(a), 703(b)

  
	
  (d)

  	
   

  	
  703(c)

  
	
  § 314(a)

  	
   

  	
  704, 1004

  
	
  (b)

  	
   

  	
  Not Applicable

  
	
  (c)(1)

  	
   

  	
  102

  
	
  (c)(2)

  	
   

  	
  102

  
	
  (c)(3)

  	
   

  	
  Not Applicable

  
	
  (d)

  	
   

  	
  Not Applicable

  
	
  (e)

  	
   

  	
  102

  
	
  § 315(a)

  	
   

  	
  601(a)

  
	
  (b)

  	
   

  	
  602

  
	
   

  	
   

  	
  703(a)(7)

  
	
  (c)

  	
   

  	
  601(b)

  
	
  (d)

  	
   

  	
  601(c)

  
	
  (d)(l)

  	
   

  	
  601(a)(1)

  
	
  (d)(2)

  	
   

  	
  601(c)(2)

  
	
  (d)(3)

  	
   

  	
  601(c)(3)

  
	
  (e)

  	
   

  	
  514

  
	
  § 316(a)

  	
   

  	
  101

  
	
  (a)(1)(A)

  	
   

  	
  502

  
	
   

  	
   

  	
  512

  
	
  (a)(1)(B)

  	
   

  	
  513

  
	
  (a)(2)

  	
   

  	
  Not Applicable

  
	
  (b)

  	
   

  	
  508

  
	
  (c)

  	
   

  	
  104(g)

  
	
  § 317(a)(l)

  	
   

  	
  503

  
	
  (a)(2)

  	
   

  	
  504

  
	
  (b)

  	
   

  	
  1003

  
	
  § 318(a)

  	
   

  	
  107

  



 






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


 
















 


TABLE OF
CONTENTS


 


	
   

  	
   

  	
  Page

  
	
   

  	
   

  	
   

  
	
  ARTICLE ONE

  
	
   

  	
   

  	
   

  
	
  DEFINITIONS AND OTHER PROVISIONS
  OF GENERAL APPLICATION

  
	
   

  	
   

  	
   

  
	
  SECTION 101.

  	
  Definitions

  	
  1

  
	
  SECTION 102.

  	
  Compliance Certificates and
  Opinions

  	
  6

  
	
  SECTION 103.

  	
  Form of Documents Delivered
  to Trustee

  	
  7

  
	
  SECTION 104.

  	
  Acts of Holders

  	
  7

  
	
  SECTION 105.

  	
  Notices, Etc. to Trustee and
  Company

  	
  8

  
	
  SECTION 106.

  	
  Notice to Holders; Waiver

  	
  9

  
	
  SECTION 107.

  	
  Conflict With Trust Indenture
  Act

  	
  9

  
	
  SECTION 108.

  	
  Effect of Headings and Table of
  Contents

  	
  9

  
	
  SECTION 109.

  	
  Successors and Assigns

  	
  9

  
	
  SECTION 110.

  	
  Separability Clause

  	
  9

  
	
  SECTION 111.

  	
  Benefits of Indenture

  	
  9

  
	
  SECTION 112.

  	
  Governing Law

  	
  10

  
	
  SECTION 113.

  	
  Legal Holidays

  	
  10

  
	
  SECTION 114.

  	
  Rules by Trustee and Agents

  	
  10

  
	
  SECTION 115.

  	
  No Recourse Against Others

  	
  10

  
	
   

  	
   

  	
   

  
	
  ARTICLE TWO

  
	
   

  	
   

  	
   

  
	
  SECURITY FORMS

  
	
   

  	
   

  	
   

  
	
  SECTION 201.

  	
  Forms Generally

  	
  10

  
	
  SECTION 202.

  	
  Form of Trustee’s
  Certificate of Authentication

  	
  10

  
	
   

  	
   

  	
   

  
	
  ARTICLE THREE

  
	
   

  	
   

  	
   

  
	
  THE SECURITIES

  
	
   

  	
   

  	
   

  
	
  SECTION 301.

  	
  Amount Unlimited; Issuable in
  Series

  	
  11

  
	
  SECTION 302.

  	
  Denominations

  	
  13

  
	
  SECTION 303.

  	
  Execution, Authentication,
  Delivery and Dating

  	
  14

  
	
  SECTION 304.

  	
  Temporary Securities

  	
  15

  
	
  SECTION 305.

  	
  Registration, Registration of
  Transfer and Exchange

  	
  15

  
	
  SECTION 306.

  	
  Mutilated, Destroyed, Lost and
  Stolen Securities

  	
  16

  
	
  SECTION 307.

  	
  Payment of Interest; Interest
  Rights Preserved

  	
  17

  
	
  SECTION 308.

  	
  Persons Deemed Owners

  	
  18

  
	
  SECTION 309.

  	
  Cancellation

  	
  19

  
	
  SECTION 310.

  	
  Computation of Interest

  	
  19

  
	
  SECTION 311.

  	
  Global Securities; Exchanges;
  Registration and Registration of Transfer

  	
  19

  



 


i

















 


	
  SECTION 312.

  	
  Extension of Interest Payment

  	
  20

  
	
   

  	
   

  	
   

  
	
  ARTICLE FOUR

  
	
   

  	
   

  	
   

  
	
  SATISFACTION AND DISCHARGE;
  DEFEASANCE

  
	
   

  	
   

  	
   

  
	
  SECTION 401.

  	
  Termination of Company’s
  Obligations

  	
  20

  
	
  SECTION 402.

  	
  Defeasance and Discharge of
  Indenture

  	
  21

  
	
  SECTION 403.

  	
  Defeasance of Certain
  Obligations

  	
  21

  
	
  SECTION 404.

  	
  Conditions to Defeasance

  	
  22

  
	
  SECTION 405.

  	
  Application of Trust Money

  	
  23

  
	
  SECTION 406.

  	
  Reinstatement

  	
  23

  
	
   

  	
   

  	
   

  
	
  ARTICLE FIVE

  
	
   

  	
   

  	
   

  
	
  REMEDIES

  
	
   

  	
   

  	
   

  
	
  SECTION 501.

  	
  Events of Default

  	
  24

  
	
  SECTION 502.

  	
  Acceleration of Maturity;
  Rescission and Annulment

  	
  25

  
	
  SECTION 503.

  	
  Collection of Indebtedness and
  Suits for Enforcement by Trustee

  	
  25

  
	
  SECTION 504.

  	
  Trustee May File Proofs of
  Claim

  	
  26

  
	
  SECTION 505.

  	
  Trustee May Enforce Claims
  Without Possession of Securities or Coupons

  	
  26

  
	
  SECTION 506.

  	
  Application of Money Collected

  	
  26

  
	
  SECTION 507.

  	
  Limitation on Suits

  	
  27

  
	
  SECTION 508.

  	
  Unconditional Right of Holders
  to Receive Principal, Premium and Interest

  	
  27

  
	
  SECTION 509.

  	
  Restoration of Rights and
  Remedies

  	
  27

  
	
  SECTION 510.

  	
  Rights and Remedies Cumulative

  	
  27

  
	
  SECTION 511.

  	
  Delay or Omission Not Waiver

  	
  27

  
	
  SECTION 512.

  	
  Control by Holders

  	
  28

  
	
  SECTION 513.

  	
  Waiver of Past Defaults

  	
  28

  
	
  SECTION 514.

  	
  Undertaking for Costs

  	
  28

  
	
  SECTION 515.

  	
  Waiver of Stay or Extension Laws

  	
  28

  
	
   

  	
   

  	
   

  
	
  ARTICLE SIX

  
	
   

  	
   

  	
   

  
	
  THE TRUSTEE

  
	
   

  	
   

  	
   

  
	
  SECTION 601.

  	
  Certain Duties and
  Responsibilities

  	
  29

  
	
  SECTION 602.

  	
  Notice of Defaults

  	
  29

  
	
  SECTION 603.

  	
  Certain Rights of Trustee

  	
  30

  
	
  SECTION 604.

  	
  Not Responsible for Recitals or
  Issuance of Securities

  	
  30

  
	
  SECTION 605.

  	
  May Hold Securities

  	
  31

  
	
  SECTION 606.

  	
  Money Held in Trust

  	
  31

  
	
  SECTION 607.

  	
  Compensation and Reimbursement

  	
  31

  
	
  SECTION 608.

  	
  Disqualification; Conflicting
  Interests

  	
  31

  
	
  SECTION 609.

  	
  Corporate Trustee Required;
  Eligibility

  	
  31

  



 


ii

















 


	
  SECTION 610.

  	
  Resignation and Removal;
  Appointment of Successor

  	
  31

  
	
  SECTION 611.

  	
  Acceptance of Appointment by
  Successor

  	
  33

  
	
  SECTION 612.

  	
  Merger, Conversion,
  Consolidation or Succession to Business

  	
  33

  
	
  SECTION 613.

  	
  Preferential Collection of
  Claims Against Company

  	
  34

  
	
  SECTION 614.

  	
  Appointment of Authenticating
  Agent

  	
  34

  
	
   

  	
   

  	
   

  
	
  ARTICLE SEVEN

  
	
   

  	
   

  	
   

  
	
  HOLDERS’ LISTS AND REPORTS BY
  TRUSTEE AND COMPANY

  
	
   

  	
   

  	
   

  
	
  SECTION 701.

  	
  Company to Furnish Trustee Names
  and Addresses of Holders

  	
  35

  
	
  SECTION 702.

  	
  Preservation of Information;
  Communications to Holders

  	
  36

  
	
  SECTION 703.

  	
  Reports by Trustee

  	
  36

  
	
  SECTION 704.

  	
  Reports by Company

  	
  37

  
	
   

  	
   

  	
   

  
	
  ARTICLE EIGHT

  
	
   

  	
   

  	
   

  
	
  CONSOLIDATION, MERGER,
  CONVEYANCE OR TRANSFER

  
	
   

  	
   

  	
   

  
	
  SECTION 801.

  	
  Company May Consolidate,
  Etc. Only on Certain Terms

  	
  37

  
	
  SECTION 802.

  	
  Successor Substituted for the
  Company

  	
  38

  
	
   

  	
   

  	
   

  
	
  ARTICLE NINE

  
	
   

  	
   

  	
   

  
	
  SUPPLEMENTAL INDENTURES

  
	
   

  	
   

  	
   

  
	
  SECTION 901.

  	
  Supplemental Indentures Without
  Consent of Holders

  	
  38

  
	
  SECTION 902.

  	
  Supplemental Indentures With
  Consent of Holders

  	
  39

  
	
  SECTION 903.

  	
  Execution of Supplemental
  Indentures

  	
  40

  
	
  SECTION 904.

  	
  Effect of Supplemental
  Indentures

  	
  40

  
	
  SECTION 905.

  	
  Conformity With Trust Indenture
  Act

  	
  41

  
	
  SECTION 906.

  	
  Reference in Securities to
  Supplemental Indentures

  	
  41

  
	
  SECTION 907.

  	
  Revocation and Effect of
  Consents

  	
  41

  
	
  SECTION 908.

  	
  Modification Without
  Supplemental Indenture

  	
  41

  
	
   

  	
   

  	
   

  
	
  ARTICLE TEN

  
	
   

  	
   

  	
   

  
	
  COVENANTS

  
	
   

  	
   

  	
   

  
	
  SECTION 1001.

  	
  Payment of Principal, Premium
  and Interest

  	
  41

  
	
  SECTION 1002.

  	
  Maintenance of Office or Agency

  	
  42

  
	
  SECTION 1003.

  	
  Money for Securities Payments to
  Be Held in Trust

  	
  43

  
	
  SECTION 1004.

  	
  Statement as to Compliance

  	
  44

  
	
  SECTION 1005.

  	
  Corporate Existence

  	
  44

  
	
  SECTION 1006.

  	
  Waiver of Certain Covenants

  	
  44

  



 


iii

















 


	
  ARTICLE ELEVEN

  
	
   

  	
   

  	
   

  
	
  REDEMPTION OF SECURITIES

  
	
   

  	
   

  	
   

  
	
  SECTION 1101.

  	
  Applicability of Article

  	
  44

  
	
  SECTION 1102.

  	
  Election to Redeem; Notice to
  Trustee

  	
  44

  
	
  SECTION 1103.

  	
  Selection by Trustee of
  Securities to Be Redeemed

  	
  45

  
	
  SECTION 1104.

  	
  Notice of Redemption

  	
  45

  
	
  SECTION 1105.

  	
  Securities Payable on Redemption
  Date

  	
  46

  
	
  SECTION 1106.

  	
  Securities Redeemed in Part

  	
  46

  
	
   

  	
   

  	
   

  
	
  ARTICLE TWELVE

  
	
   

  	
   

  	
   

  
	
  REPAYMENT OF SECURITIES AT
  OPTION OF HOLDERS

  
	
   

  	
   

  	
   

  
	
  SECTION 1201.

  	
  Applicability of Article

  	
  47

  
	
  SECTION 1202.

  	
  Notice of Repayment Date

  	
  47

  
	
  SECTION 1203.

  	
  Securities Payable on Repayment
  Date

  	
  48

  
	
  SECTION 1204.

  	
  Securities Repaid in Part

  	
  48

  



 


iv
















 


INDENTURE, dated as of ·
, 2009, between INCYTE CORPORATION, a corporation duly organized and existing
under the laws of Delaware (herein called the “Company”),
having its principal office at Experimental Station, Route 141 and Henry Clay
Road, Building E336, Wilmington, Delaware 19880, and [TRUSTEE] (herein called
the “Trustee”).


 


RECITALS OF THE COMPANY


 


The Company has duly
authorized the execution and delivery of this Indenture to provide for the
issuance from time to time of its unsecured debentures, notes or other
evidences of indebtedness (each herein called a “Security”
or, collectively, the “Securities”),
in an unlimited aggregate principal amount to be issued in one or more series
as in this Indenture provided.


 


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


 


NOW, THEREFORE, THIS
INDENTURE WITNESSETH:


 


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


 


ARTICLE ONE


 


DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION


 


SECTION 101.                    Definitions.  For all purposes
of this Indenture, except as otherwise expressly provided or unless the context
otherwise requires;


 


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


 


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


 


(3)                                  all
accounting terms not otherwise defined herein have the meanings assigned to
them in accordance with generally accepted accounting principles, and, except
as otherwise herein expressly provided, the term “generally
accepted accounting principles” with respect to any computation
required or permitted hereunder shall mean such accounting principles as are
generally accepted in the United States at the date of such computation or, at
the election of the Company from time to time, at the date of the execution and
delivery of this Indenture;


 


(4)                                  the
word “or” is not exclusive; and


 


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


 


Certain terms, used
principally in Article Six, are defined in that Article.


 


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


 


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


 

















 


“Authenticating
Agent” means any Person authorized by the Trustee to act on
behalf of the Trustee to authenticate Securities.


 


“Authorized
Newspaper” means a newspaper in an official language of the
country of publication or in the English language, customarily published on
each Business Day, whether or not published on Saturdays, Sundays or holidays,
and of general circulation in the place in connection with which the term is used.  Whenever successive publications are required
to be made in Authorized Newspapers, the successive publications may be made in
the same or in different newspapers in the same city meeting the foregoing
requirements and in each case on any Business Day.  If it shall be impossible or impractical to
make any publication of any notice required by this Indenture in the manner
herein provided, any publication or other notice in lieu thereof that is made
or given by the Trustee shall constitute a sufficient publication of such
notice.


 


“Authorized
Officer” means any person (whether designated by name or the
persons for the time being holding a designated office) appointed by or
pursuant to a Board Resolution for the purpose, or a particular purpose, of
this Indenture, provided that written notice of
such appointment shall have been given to the Trustee.


 


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


 


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


 


“Business
Day”, when used with respect to any Place of Payment or any
other particular location specified in the Securities or this Indenture, means
each Monday, Tuesday, Wednesday, Thursday and Friday that is not a day on which
banking institutions in that Place of Payment, such other location or the city
in which the Corporate Trust Office of the Trustee is located, are authorized
or obligated by law to close, except as may be otherwise specified as
contemplated by Section 301(b).


 


“Commission”
means the Securities and Exchange Commission, as from time to time constituted,
created under the Securities Exchange Act of 1934, or, if at any time after the
execution of this indenture such Commission is not existing and performing the
duties now assigned to it under the Trust Indenture Act, then the body
performing such duties at such time.


 


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


 


“Company
Request” or “Company Order”
means a written request or order signed in the name of the Company by an
Authorized Officer 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
and which at the date hereof is located at ·.


 


“corporation”
means a corporation, association, joint stock company, limited liability
company or business trust.


 


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


 


“Depositary”
means, with respect to the Securities of any series issuable or issued in the
form of a Global Security, the Person designated as Depositary by the Company
in Section 301(b) until a successor Depositary shall have become such
pursuant to the applicable provisions of this Indenture, and thereafter
“Depositary” shall mean or include each Person who is then a Depositary
hereunder, and if at any time there is more than one such Person, “Depositary”
as used with respect to the Securities of any such series shall mean the
Depositary with respect to the Securities of that series.


 


2

















 


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


 


“Eligible
Obligations” means:


 


(a) with respect to
Securities denominated in Dollars, U.S. Government Obligations; or


 


(b) with respect to
Securities denominated in a currency other than Dollars or in a composite
currency, such other obligations or instruments as shall be specified with
respect to such Securities, as contemplated by Section 301(b).


 


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


 


“Global
Security” means a Security, if any, issued to evidence all or a
part of a series of Securities in accordance with Section 301.


 


“Hedging
Obligations” means, with respect to any Person, the obligations
of such Person under (i) interest rate swap agreements, interest rate cap
agreements and interest rate collar agreements and (ii) other agreements
or arrangements designed to protect such Person against fluctuations in
interest rates.


 


“Holder”
means, with respect to a Registered Security, a Person in whose name such
Registered Security is registered in the Security Register and, with respect to
an Unregistered Security or coupon appertaining thereto, the bearer thereof.


 


“Indenture”
means this instrument as originally executed and as it may from time to time be
supplemented or amended by one or more indentures supplemental hereto entered
into pursuant to the applicable provisions hereof and shall include the form
and terms of particular series of Securities established as contemplated by Section 301.


 


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


 


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


 


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


 


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


 


“Officer’s
Certificate” means a certificate signed by an Authorized Officer
and delivered to the Trustee.


 


“Opinion
of Counsel” means a written opinion of counsel, who may be an
employee of, or counsel for, the Company or an Affiliate of the Company, and
who shall be reasonably acceptable to the Trustee.


 


“Original
Issue Discount Security” means any Security that provides for an
amount less than the principal amount thereof to be due and payable upon a
declaration of acceleration of the Maturity thereof pursuant to Section 502.


 


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


 


3

















 


(a)                                  Securities theretofore cancelled by the
Trustee or delivered to the Trustee for cancellation;


 


(b)                                 Securities or portions thereof for whose
payment or redemption money or Eligible Obligations (or any combination of
money and Eligible Obligations) in the necessary amount has been theretofore
deposited with the Trustee or any Paying Agent (other than the Company or any
other obligor on such Security) in trust or set aside and segregated in trust
by the Company or any other obligor on such Security (if the Company or any
other obligor on such Security acts as its own Paying Agent) for the Holders of
such Securities; provided, however, that if such
Securities, or portions thereof, are to be redeemed prior to the Stated
Maturity thereof, notice of such redemption has been duly given pursuant to
this Indenture or provision therefor satisfactory to the Trustee has been made;


 


(c)                                  Securities as to which the Company has
effected defeasance as provided in Section 402;


 


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


 


provided,  however, that in determining whether the
Holders of the requisite principal amount of the Outstanding Securities have
given, made or taken any request, demand, authorization, direction, notice,
consent, waiver or other action hereunder,


 


(i)                                     Securities
owned by the Company or any other obligor upon the Securities or any Affiliate
of the Company or of such other obligor (unless the Company, such Affiliate or
such obligor owns (x) all Securities Outstanding under this Indenture or (y) except
for the purposes of actions to be taken by Holders of more than one series or
Tranche voting as a class, all Outstanding Securities of each such series and
each such Tranche, as the case may be, determined without regard to this
clause) shall be disregarded and deemed not to be Outstanding, except that, in
determining whether the Trustee shall be protected in relying upon any such
request, demand, authorization, direction, notice, consent or waiver, only
Securities that the Trustee knows to be so owned shall be so disregarded.  Securities so owned that have been pledged in
good faith may be regarded as Outstanding if the pledgee establishes to the
satisfaction of the Trustee the pledgee’s right so to act with respect to such
Securities and that the pledgee is not the Company or any other obligor upon
the Securities or any Affiliate of the Company or of such other obligor;


 


(ii)                                  in
determining whether the Holders of the requisite principal amount of Securities
of any series or Tranche have concurred in any direction, waiver or consent,
the principal amount of Original Issue Discount Securities that shall be deemed
to be outstanding shall be the amount of the principal thereof that would be
due and payable as of the date of such determination upon acceleration of the
maturity thereof pursuant to Section 502;


 


(iii)                               in the case of any
Security the principal of that is payable from time to time without presentment
or surrender, the principal amount of such Security that shall be deemed to be
Outstanding at any time for all purposes of this Indenture shall be the
original principal amount thereof less the aggregate amount of principal
thereof theretofore paid; and


 


(iv)                              in
the case of Securities having been denominated in a currency other than Dollars
and remaining outstanding contemporaneously with Securities denominated in
Dollars, the principal amount of any Security that is denominated in a currency
other than Dollars or in a composite currency that shall be deemed to be
Outstanding for such purposes shall be determined as contemplated by Section 301(b).


 


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


 


4

















 


“Periodic
Offering” means an offering of Securities of a series from time
to time any or all of the specific terms of which Securities, including without
limitation the rate or rates of interest, if any, thereon, the Stated Maturity
or Maturities thereof and the redemption provisions, if any, with respect
thereto, are to be determined by the Company or its agents from time to time
subsequent to the initial request for the authentication and delivery of such
Securities by the Trustee, all as contemplated in Sections 301 and 303.


 


“Person”
means any individual, corporation, partnership, joint venture, trust,
unincorporated organization or government or any agency or political subdivision
thereof.


 


“Place
of Payment”, when used with respect to the Securities of any
series, or any Tranche thereof, means the place or places where the principal
of (and premium, if any) and interest, if any, on the Securities of that series
or Tranche are payable as specified as contemplated by Section 301(b).


 


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


 


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


 


“Redemption
Price”, when used with respect to any Security to be redeemed,
means the price at which it is to be redeemed pursuant to this Indenture,
exclusive of accrued and unpaid interest, if any.


 


“Registered
Security” means any Security issued hereunder and registered by
the Security Registrar or any recorded interest in a Global Security issued
hereunder.


 


“Regular
Record Date” for the interest payable on any Interest Payment
Date on the Securities of any series means the date specified for that purpose
as contemplated by Section 301(b).


 


“Repayment
Date”, when used with respect to any Security of any series to
be repaid or repurchased, means the date, if any, fixed for such repayment or
for such repurchase (whether at the option of the Holders or otherwise)
pursuant to this Indenture.


 


“Repayment
Price”, when used with respect to any Security of any series to
be repaid, means the price, if any, at which it is to be repaid pursuant to Section 301(b).


 


“Responsible
Officer”, when used with respect to the Trustee, means any
officer within the corporate trust department or any other successor group of
the Trustee, including any vice president, assistant vice president, assistant
secretary or any other officer of the Trustee customarily performing functions
similar to those performed by any of the above designated officers and also
means, with respect to a particular corporate trust matter, any other officer
of the Trustee to whom such matter is referred because of his or her knowledge
of and familiarity with the particular subject.


 


“Security”
or “Securities” has the meaning stated
in the first recital of this Indenture and, more particularly, means any
Security or Securities authenticated and delivered under this Indenture.


 


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


 


“series”
or “series of Securities” means a series
of Securities issued under this Indenture as determined by Board Resolution or
as otherwise determined under this Indenture.


 


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


 


5

















 


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


 


“Subsidiary”
of any Person means (a) any corporation, association or other business
entity of which more than 50% of the outstanding total voting power ordinarily
entitled (without regard to the occurrence of any contingency) to vote in the
election of directors, managers, trustees or other voting members of the
governing body thereof is at the time owned or controlled, directly or
indirectly, by the Company or by one or more other Subsidiaries, or by the
Company and one or more other Subsidiaries or (b) any partnership the sole
general partner or the managing general partner of which is the Company or a
Subsidiary of the Company or the only general partners of which are the Company
or of one or more Subsidiaries of the Company (or any combination thereof).


 


“Tranche”
means a group of Securities which (a) are of the same series and (b) have
identical terms to other Tranches of such series except as to principal amount,
date of issuance or first interest payment date, each of which may vary among
Tranches of any one series.


 


“Trustee”
means the Person named as the “Trustee” in the first paragraph of this
instrument until a successor Trustee shall have been appointed with respect to
one or more series of Securities pursuant to the applicable provisions of this
Indenture, and thereafter “Trustee” shall mean or include each Person who is
then a Trustee hereunder, 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.


 


“Trust
Indenture Act” means the Trust Indenture Act of 1939 as in force
at the date as of which this instrument was executed, except as provided in Section 905.


 


“U.S.
Government Obligations” means (x) any security that is (i) a
direct obligation of the United States of America for the payment of which the
full faith and credit of the United States of America are pledged or (ii) an
obligation of a Person controlled or supervised by and acting as an agency or
instrumentality of the United States of America the payment of which is
unconditionally guaranteed as a full faith and credit obligation by the United
States of America, and (y) any depositary receipt issued by a bank (as
defined in Section 3(a)(2) of the Securities Act of 1933) as
custodian with respect to any U.S. Government Obligation that is specified in
clause (x) above and held by such bank for the account of the holder
of such depositary receipt, or with respect to any specific payment of
principal of or interest on any U.S. Government Obligation which is so
specified and held, provided that (except as required by law) such custodian is
not authorized to make any deduction from the amount payable to the holder of
such depositary receipt from any amount received by the custodian in respect of
the U.S. Government Obligation or the specific payment of principal of or
interest on the U.S. Government Obligation evidenced by such depositary receipt.


 


“Unregistered
Security” means any Security issued hereunder that is not a
Registered Security.


 


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


 


SECTION 102.                    Compliance Certificates and Opinions. 
(a)  Except as otherwise expressly provided in this Indenture,
upon any application or request by the Company to the Trustee to take any
action under any provision of this Indenture, the Company shall, if requested
by the Trustee, furnish to the Trustee an Officer’s Certificate stating that
all conditions precedent, if any, provided for in this Indenture relating to
the proposed action have been complied with and an Opinion of Counsel stating
that in the opinion of such counsel all such conditions precedent, if any, have
been complied with, except that in the case of any such application or request
as to which the furnishing of such documents is specifically required by any
provision of this Indenture relating to such particular application or request,
no additional certificate or opinion need be furnished.


 


(b)                                 Every certificate or opinion with
respect to compliance with a condition or covenant provided for in this
Indenture (except for certificates provided for in Section 1004) shall
include:


 


6

















 


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


 


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


 


(3)                                  a statement that, in the opinion of each such
individual, 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


 


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


 


SECTION 103.                    Form of Documents Delivered to Trustee.  (a)  In any case where
several matters are required to be certified by, or covered by an opinion of,
any specified Person, it is not necessary that all such matters be certified
by, or covered by the opinion of, only one such Person, or that they be so
certified or covered by only one document, but one such Person may certify or
give an opinion with respect to some matters and one or more other such Persons
as to other matters, and any such Person may certify or give an opinion as to
such matters in one or several documents.


 


(b)                                 Any certificate,
statement or opinion of an officer of the Company may be based, insofar as it
relates to legal matters, upon a certificate or an Opinion of Counsel, or
representations by counsel.  Any such
certificate, statement or Opinion of Counsel may be based, insofar as it
relates to factual matters, upon a certificate, statement or opinion of, or representations
by, an officer or officers of the Company stating that the information with
respect to such factual matters is in the possession of the Company.  Any certificate, statement or opinion of an
officer of the Company or of counsel may be based, insofar as it relates to
accounting matters, upon a certificate, statement or opinion of, or
representations by, an accountant or firm of accountants in the employ of the
Company.  Any certificate, statement or
opinion of, or representations by, any independent firm of public accountants
filed with the Trustee shall contain a statement that such firm is independent.


 


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


 


SECTION 104.                    Acts of Holders.  (a)  Any request, demand,
authorization, direction, notice, consent, waiver or other action provided or
permitted by this Indenture to be made, given or taken by Holders may be
embodied in and evidenced by one or more instruments of substantially similar
tenor signed by such Holders in person or by an agent duly appointed in
writing; and, except as herein otherwise expressly provided, such action shall
become effective when such instrument or instruments are delivered to the
Trustee and, where it is hereby expressly required, to the Company.  Such instrument or instruments (and the action
embodied therein and evidenced thereby) are herein sometimes referred to as the
“Act” of the Holders signing such instrument or instruments.  Proof of execution of any such instrument or
of a writing appointing any such agent, or of the holding by any Person of
Unregistered Securities, shall be sufficient for any purpose of this Indenture
and (subject to Section 601) conclusive in favor of the Trustee and the
Company, if made in the manner provided in this Section.


 


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


 


(c)                                  The amount of Unregistered
Securities held by any Person executing any such instrument or writings as the
Holder thereof, and the numbers of such Unregistered Securities, and the date
of his holding the 


 


7

















 


same,
may be proved by the production of such Unregistered Securities or by a
certificate executed, as depositary, by any trust company, bank, banker or
member of a national securities exchange (wherever situated), if such
certificate is in form satisfactory to the Trustee, showing that at the date
therein mentioned such Person had on deposit with such depositary, or exhibited
to it, the Unregistered Securities therein described; or such facts may be
proved by the certificate or affidavit of the Person executing such instrument
or writing as the Holder thereof, if such certificate or affidavit is in form
satisfactory to the Trustee.  The Trustee
and the Company may assume that such ownership of any Unregistered Securities
continues until (1) another certificate bearing a later date issued in
respect of the same Unregistered Securities is produced or (2) such Unregistered
Securities are produced by some other Person or (3) such Unregistered
Securities are registered as to principal or are surrendered in exchange for
Registered Securities, or (4) such Unregistered Securities are no longer
Outstanding.


 


(d)                                 The fact and date of execution of
any such instrument or writing and the amount and number of Unregistered
Securities held by the Person so executing such instrument or writing may also
be proved in any other manner that the Trustee deems sufficient; and the Trustee
may in any instance require further proof with respect to any of the matters
referred to in this Section.


 


(e)                                  The principal amount (except as
otherwise contemplated in clause (ii) of the proviso to the definition of
“Outstanding”) and serial numbers of Securities held by any Person, and the
date of holding the same, shall be proved by the Security Register.


 


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


 


(g)                                 The Company may set a record date
for purposes of determining the identity of Holders of any Outstanding
Securities of any series entitled to vote or consent to any action by vote or
consent authorized or permitted by Section 512 or 513.  Such record date shall be not less than 10
nor more than 60 days prior to the first solicitation of such consent or the
date of the most recent list of Holders of such Securities furnished to the
Trustee pursuant to Section 701 prior to such solicitation.


 


(h)                                 If the Company solicits from Holders
any request, demand, authorization, direction, notice, consent, election,
waiver or other Act, the Company may, at its option, fix in advance a record
date for the determination of Holders entitled to give such request, demand,
authorization, direction, notice, consent, election, waiver or other Act, but
the Company shall have no obligation to do so. If such a record date is fixed,
such request, demand, authorization, direction, notice, consent, election,
waiver or other Act may be given before or after such record date, but only the
Holders of record at the close of business on the record date shall be deemed
to be Holders for the purposes of determining whether Holders of the requisite
proportion of the Outstanding Securities have authorized or agreed or consented
to such request, demand, authorization, direction, notice, consent, election,
waiver or other Act, and for that purpose the Outstanding Securities shall be
computed as of the record date.


 


SECTION 105.                    Notices, Etc. to Trustee and Company. 
Except as otherwise provided herein, any request, demand,
authorization, direction, notice, consent, election, waiver or Act of Holders
or other document provided or permitted by this Indenture to be made upon,
given or furnished to, or filed with,


 


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


 


(b)                                 the Company by the Trustee or by any Holder
shall be sufficient for every purpose hereunder (unless otherwise herein
expressly provided) if in writing and mailed, first-class postage prepaid, to the
Company addressed to it at the address of its principal office specified in the
first paragraph of this instrument or at any other address furnished in writing
to the Trustee by the Company prior to such mailing.


 


8

















 


SECTION 106.                    Notice to Holders; Waiver.  (a) 
Except as otherwise expressly provided herein, where this Indenture provides
for notice of any event or reports to Holders, such notice or report shall be
sufficiently given if in writing and mailed, first-class postage prepaid, to
each Holder of Registered Securities affected by such event, at the address of
such Holder as it appears in the Security Register and to addresses filed with
the Trustee or preserved on the Trustee’s list pursuant to Section 702(a) for
other Holders (and to such other addressees as may be required in the case of
such notice or report under Section 313(c) of the Trust Indenture
Act), not later than the latest date, and not earlier than the earliest date,
prescribed for the giving of such notice or report.


 


(b)                                 In any case where notice to Holders
is given by mail, neither the failure to mail such notice, nor any defect in
any notice so mailed, to any particular Holder shall affect the sufficiency of
such notice with respect to other Holders.


 


(c)                                  Notice shall be sufficiently given
to Holders of Unregistered Securities if published in an Authorized Newspaper
in each of The City of New York and, if such Securities are listed on any
securities exchange outside of the United States, in the city in which such
securities exchange is located, or in such other city or cities as may be
specified in the Securities, at least twice, the first publication to be not
earlier than the earliest date, if any, and not later than the last date, if
any, prescribed for the giving of such notice.


 


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


 


(e)                                  In case by reason of the suspension
of regular mail service or by reason of any other cause it is impracticable to
give such notice by mail, then such notification as shall be made at the
direction of the Company and with the approval of the Trustee shall constitute
a sufficient notification for every purpose hereunder.


 


(f)                                    If it is impractical in the opinion
of the Trustee or the Company 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 with the approval of the Trustee shall constitute
a sufficient publication of such notice.


 


SECTION 107.                    Conflict With Trust Indenture Act. 
If any provision hereof limits, qualifies or conflicts with a provision
of the Trust Indenture Act that is required under the Trust Indenture Act to be
a part of and govern this Indenture, the latter provision shall control. If any
provision of this Indenture modifies or excludes any provision of the Trust
Indenture Act that may be so modified or excluded, the latter provision shall
be deemed to apply to this Indenture as so modified or to be excluded, as the
case may be.


 


SECTION 108.                    Effect of Headings and Table of Contents.  The Article and Section headings
herein and the Table of Contents are for convenience only and shall not affect
the construction hereof.


 


SECTION 109.                    Successors and Assigns.  All
covenants and agreements in this Indenture by the Company shall bind its
successors and assigns, whether so expressed or not.


 


SECTION 110.                    Separability Clause.  In
case any provision in this Indenture or in the Securities is invalid, illegal
or unenforceable, the validity, legality and enforceability of the remaining
provisions shall not in any way be affected or impaired thereby.


 


SECTION 111.                    Benefits of Indenture.  Nothing
in this Indenture or in the Securities, express or implied, shall give to any
Person, other than the parties hereto (including any Paying Agent appointed
pursuant to Section 1002 and Authenticating Agent appointed pursuant to Section 614
to the extent provided herein) and their successors hereunder and the Holders,
any benefit or any legal or equitable right, remedy or claim under this
Indenture.


 


9
















 


SECTION 112.                    Governing Law.  This
Indenture and the Securities shall be governed by and construed in accordance
with the laws of the State of New York in the United States, but without giving
effect to the conflicts of laws principles thereof.


 


SECTION 113.                    Legal Holidays.  In
any case where any Interest Payment Date, Redemption Date, Repayment Date or
Stated Maturity of any Security is not a Business Day at any Place of Payment
or the city in which the Corporate Trust Office of the Trustee is located, then
(notwithstanding any other provision of this Indenture or of the Securities,
other than a provision in Securities of any series, or in the Board Resolution,
Supplemental Indenture or Officer’s Certificate that establishes the terms of
such Securities, that specifically states that such provision shall apply in
lieu of this Section) payment of interest or principal (and premium, if any)
need not be made at such Place of Payment on such date, but may be made on the
next succeeding Business Day at such Place of Payment with the same force and
effect as if made on the Interest Payment Date or Redemption Date, Repayment
Date, or at the Stated Maturity, and such extension of time shall in such case
be (1) excluded in the computation of interest, if any, accruing on such
Security at a fixed rate and (2) included in the computation of interest,
if any, accruing on such Security at a floating rate; provided,
however, that if such extension would
cause payment of interest at a floating rate to be made in the next following
calendar month, such payment shall be made on the next preceding Business Day.


 


SECTION 114.                    Rules by Trustee and Agents. 
The Trustee may make reasonable rules for action by or
at a meeting of Holders of one or more series. 
The Paying Agent or Security Registrar may make reasonable rules and
set reasonable requirements for its functions.


 


SECTION 115.                    No Recourse Against Others.  No
past, present or future director, officer, stockholder or employee, as such, of
the Company or any of its Affiliates or any successor corporation shall have
any liability for any obligation, covenant or agreement of the Company under
this Indenture or any indenture supplemental hereto, or in the Securities or
any coupon appertaining thereto, or for any claim based on, in respect of or by
reason of such obligations, covenants or agreements or their creation.  Each Holder by accepting a Security waives
and releases all such liability.  The
waiver and release are part of the consideration for the execution and delivery
of this Indenture and the issue of the Securities.


 


ARTICLE TWO


 


SECURITY FORMS


 


SECTION 201.                    Forms Generally.  (a) 
The Securities of each series and related coupons, if any, shall be in
substantially such form as shall be established by or pursuant to a Board
Resolution, and set forth in an Officer’s Certificate, or established in one or
more indentures supplemental hereto, in each case with such appropriate
insertions, omissions, substitutions and other variations as are required or
permitted by this Indenture and may have such letters, numbers or other marks
of identification and such legends or endorsements placed thereon as may be
required to comply with law or with any rules or regulations pursuant
thereto, or with any rules of any securities exchange or to conform with
general usage, all as may, consistently herewith, be determined by the officers
executing such Securities, as evidenced by their execution of the
Securities.  When the form of Securities
of any series is established by action taken pursuant to a Board Resolution, a
copy of an appropriate record of such action shall be delivered to the Trustee
at or prior to the delivery of the Company Order contemplated by Section 303
for the authentication and delivery of such Securities.


 


(b)                                 The definitive Securities shall be
produced in such manner or combination of manners, all as determined by the
officers executing such Securities, as evidenced by their execution of such
Securities.


 


SECTION 202.                    Form of Trustee’s Certificate of Authentication.  The Trustee’s certificate of
authentication shall be in substantially the following form:


 


10

















 


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


 


 


	
   

  	
  [             ]

  
	
   

  	
  as
  Trustee

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
   

  
	
   

  	
  Authorized
  Officer

  



 


 


ARTICLE THREE


 


THE SECURITIES


 


SECTION 301.                    Amount Unlimited; Issuable in Series. 
(a)  The aggregate principal amount of Securities that
may be authenticated and delivered under this Indenture is unlimited.


 


(b)                                 The Securities may be issued in one
or more series.  There shall be
established in or pursuant to a Board Resolution, and set forth in an Officer’s
Certificate, or established in one or more indentures supplemental hereto,
prior to the issuance of Securities of any series,


 


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


 


(2)                                  any
limit upon the aggregate principal amount of the Securities of the series that
may be authenticated and delivered under this Indenture (except for Securities
authenticated and delivered upon registration of transfer of, or in exchange
for, or in lieu of, other Securities of the series pursuant to Section 304,
305, 306, 906, 1107 or 1204 and except for any Securities that, pursuant to Section 303,
are deemed never to have been authenticated and delivered hereunder);


 


(3)                                  the
date or dates on which the principal and premium, if any, of the Securities of
such series, or any Tranche thereof, is payable or any formula or other method
or other means by which such date or dates shall be determined, by reference to
an index or other fact or event ascertainable outside of this Indenture or
otherwise (without regard to any provisions for redemption, prepayment,
acceleration, purchase or extension);


 


(4)                                  the
rate or rates at which the Securities of such series, or any Tranche thereof,
shall bear interest, if any (including the rate or rates at which overdue
principal shall bear interest, if different from the rate or rates at which
such Securities shall bear interest prior to Maturity, and, if applicable, the
rate or rates at which overdue premium or interest shall bear interest, if
any), or any formula or other method or other means by which such rate or rates
shall be determined, by reference to an index or other fact or event
ascertainable outside of this Indenture or otherwise; the date or dates from
which such interest shall accrue; the Interest Payment Dates on which such
interest shall be payable and the Regular Record Date, if any, for the interest
payable on such Securities on any Interest Payment Date; the right of the
Company, if any, to extend the interest payment periods and the duration of any
such extension as contemplated by Section 312; and the basis of
computation of interest, if other than as provided in Section 310;


 


(5)                                  the
place or places where the principal of and premium, if any, and interest, if
any, on Securities of the series, or any Tranche thereof, shall be payable, any
Registered Securities of the series, or any Tranche thereof, may be surrendered
for registration of transfer, Securities of the series, or any Tranche thereof,
may be surrendered for exchange, and where notices and demands to or upon the
Company in respect of the Securities of the series, or any Tranche thereof, and
this Indenture may be served and notices


 


11

















 


to Holders pursuant to Section 106 will be
published; the Security Registrar and any Paying Agent or Agents for such
series or Tranche; and if such is the case, that the principal of such
Securities shall be payable without presentment or surrender thereof;


 


(6)                                  if
applicable, the period or periods within which, the price or prices at which
and the terms and conditions upon which Securities of the series, or any
Tranche thereof, may be redeemed, in whole or in part, at the option of the
Company and, if other than by a Board Resolution, the manner in which any
election by the Company to redeem the Securities shall be evidenced;


 


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


 


(8)                                  the
terms, if any, on which the Securities of such series will be subordinate in
right and priority of payment to other debt of the Company;


 


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


 


(10)                            if
other than the principal amount thereof, the portion of the principal amount of
Securities of the series that shall be payable upon declaration of acceleration
of the Maturity thereof pursuant to Section 502;


 


(11)                            whether
Securities of the series are to be issuable in whole or in part as Registered
Securities, Unregistered Securities, or both, whether Securities of the series
are to be issuable with or without coupons, whether any Securities of the
series are to be issuable in whole or in part in the form of a Global Security
or Securities and, such case, the Depositary for such Global Security or
Securities;


 


(12)                            if
other than the currency of the United States of America, the currency or
currencies, including composite currencies, in which the principal of or any
premium or interest on the Securities of the series shall be payable and the
manner of determining the equivalent of any such amount in Dollars is to be
determined for any purpose, including for the purpose of determining the
principal amount of such Securities deemed to be Outstanding at any time;


 


(13)                            if the
principal of or any premium or interest on the Securities of such series is to
be payable, or is to be payable at the election of the Company or a Holder
thereof, in securities or other property, the type and amount of such
securities or other property, or the manner of determining such amount shall be
determined, and the period or periods within which, and the terms and
conditions upon which, any such election may be made;


 


(14)                            the
Person to whom any interest on any Registered Security of the series shall be
payable, if other than the Person in whose name that Security is registered at
the close of business on the Regular Record Date for such interest, and the
manner in which, or the Person to whom, any interest on any Unregistered
Security of the series shall be payable, if otherwise than upon presentation
and surrender of the coupons appertaining thereto as they severally mature, and
the extent to which, or the manner in which, any interest payable on a
temporary or permanent Global Security on an interest payment date will be
paid;


 


(15)                            any
addition to or change in the Events of Default, with respect to the Securities
of such series, and any addition to or change in the covenants of the Company
for the benefit of the Holders of the Securities of such series in addition to
those set forth in Article Ten;


 


12

















 


(16)                            the
terms and conditions, if any, pursuant to which the Securities of such series
may be converted into or exchanged for securities or other property of the
Company or any other Person;


 


(17)                            the
terms and conditions, if any, pursuant to which the Company’s obligations under
this Indenture may be terminated through the deposit of money or Eligible
Instruments as provided in Article Four;


 


(18)                            any
exceptions to Section 113, or variation in the definition of Business Day,
with respect to the Securities of such series;


 


(19)                            any
collateral security, assurance or guaranty for the Securities of such series;


 


(20)                            the
non-applicability of Section 608 to the Securities of such series or any
exceptions or modifications of Section 608 with respect to the Securities
of such series;


 


(21)                            any
rights or duties of another Person to assume the obligations of the Company
with respect to the Securities of such series (whether as joint obligor,
primary obligor, secondary obligor or substitute obligor) and any rights or
duties to discharge and release any obligor with respect to the Securities of
such series or this Indenture to the extent related to such series; and


 


(22)                            any
other terms, conditions and rights of the series (which terms, conditions and
rights shall not be inconsistent with the provisions of this Indenture, except
as permitted by Section 901(a)(5)).


 


(c)                                  All Securities of any one series
(other than Securities offered in a Periodic Offering) and the coupons
appertaining to any Unregistered Securities of such series shall be
substantially identical except in the case of Registered Securities as to
denomination and except as may otherwise be provided in or pursuant to such
Board Resolution and set forth in such Officer’s Certificate or in any such
indenture supplemental hereto and as reasonably acceptable to the Trustee.  Securities of different series may differ in
any respect.


 


(d)                                 If the terms and form or forms of
any series of Securities are established by or pursuant to a Board Resolution,
the Company shall deliver a copy of such Board Resolution to the Trustee at or
prior to the issuance of such series with (1) the form or forms of
Security that have been approved attached thereto, or (2) if such Board
Resolution authorizes a specific officer or officers to approve the terms and
form or forms of the Securities, a certificate of such officer or officers
approving the terms and form or forms of Security with such form or forms of
Securities attached thereto.  Such Board
Resolution or certificate may provide general terms or parameters for
Securities of any series and may provide that the specific terms of particular
Securities of a series may be determined in accordance with or pursuant to the
Company Order referred to in Section 303.


 


(e)                                  With respect to Securities of a
series subject to a Periodic Offering, the indenture supplemental hereto or the
Board Resolution that establishes such series, or the Officer’s Certificate
pursuant to such supplemental indenture or Board Resolution, as the case may
be, may provide general terms or parameters for Securities of such series and
provide either that the specific terms of Securities of such series shall be
specified in a Company Order or that such terms shall be determined by the
Company or its agents in accordance with procedures specified in a Company
Order as contemplated by Section 303(c).


 


(f)                                    Unless otherwise specified with
respect to a series of Securities pursuant to paragraph (2) of Section 301(b),
such series of Securities may be issued in one or more Tranches with various
principal amounts without the consent of any Holders and additional Tranches of
such series may be authenticated and delivered pursuant to Section 303.


 


SECTION 302.                    Denominations.  The
Securities of each series shall be issuable in registered or unregistered form
with or without coupons in such denominations as shall be specified as
contemplated by Section 301(b).  In
the absence of any such provisions with respect to the Securities of any
series, the Registered Securities of such series shall be issuable in
denominations of $1,000 and any integral multiple thereof and the Unregistered
Securities of such series shall be issuable in denominations of $5,000 and any
integral multiple thereof.


 


13

















 


SECTION 303.                    Execution, Authentication, Delivery and Dating.  (a)  The Securities shall be
signed on behalf of the Company by its chairman of its Board of Directors, its
Chief Executive Officer, its President, any Vice President, its Treasurer, or
any Assistant Treasurer, under its corporate seal and attested by its Secretary
or any Assistant Secretary.  The
signature of any of these officers on the Securities may be manual or
facsimile. The seal of the Company may be in the form of a facsimile thereof
and may be impressed, affixed, imprinted or otherwise reproduced on the
Securities. Typographical and other minor errors or defects in any such
reproduction of the seal or any such signature shall not affect the validity or
enforceability of any Security that has been duly authenticated and delivered
by the Trustee. The coupons, if any, of Unregistered Securities shall bear the
manual or facsimile signature of any one of the officers referred to in the
first sentence of this Section 303(a).


 


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


 


(c)                                  At any time and from time to time
after the execution and delivery of this Indenture, the Company may deliver
Securities of any series (or any Tranche thereof) executed by the Company to
the Trustee for authentication, together with a Company Order for the
authentication and delivery of such Securities (or such Tranche), and the
Trustee in accordance with the Company Order shall authenticate and deliver
such Securities (or such Tranche); provided, however,
that with respect to Securities of a series subject to a Periodic Offering, (i) such
Company Order may be delivered by the Company to the Trustee prior to the
delivery to the Trustee of such Securities for authentication and delivery, (ii) the
Trustee shall authenticate and deliver Securities of such series for original
issue from time to time, in an aggregate principal amount not exceeding the
aggregate principal amount established for such series, all pursuant to a
Company Order or pursuant to such procedures acceptable to the Trustee as may
be specified from time to time by a Company Order, (iii) the maturity date
or dates, original issue date or dates, interest rate or rates and any other
terms of Securities of such series shall be determined by Company Order or
pursuant to such procedures and (iv) if provided for in such procedures,
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.


 


(d)                                 In authenticating such Securities
and accepting the additional responsibilities under this Indenture in relation
to such Securities, the Trustee shall be entitled to receive, and (subject to Section 601)
shall be fully protected in relying upon, an Opinion of Counsel stating:


 


(i)                                     that
such form of Securities has been established in conformity with the provisions
of this Indenture;


 


(ii)                                  that
the terms of such Securities have been established in conformity with the
provisions of this Indenture; and


 


(iii)                               that
such Securities, when authenticated and delivered by the Trustee and issued by
the Company in the manner and subject to any conditions specified in such
Opinion of Counsel, will constitute valid and legally binding obligations of
the Company, enforceable in accordance with their terms, subject to bankruptcy,
insolvency, fraudulent transfer, reorganization, moratorium and similar laws of
general applicability relating to or affecting creditors’ rights generally and
to general principles of equity.


 


(e)                                  Notwithstanding the provisions of Section 301
and of the preceding paragraphs of Sections 303(c) and 303(d) in
connection with a Periodic Offering, if all Securities of a series are not to
be originally issued at one time, it shall not be necessary to deliver an
Officer’s Certificate or execute a supplemental indenture otherwise required
pursuant to Section 301(b) or the Company Order and Opinion of
Counsel otherwise required pursuant to such preceding paragraphs at or prior to
the time of authentication of each Security of such series if such documents
are delivered at or prior to the authentication upon original issuance of the
first Security of such series to be issued.


 


(f)                                    If such form or terms have been so
established, the Trustee shall not be required to authenticate such Securities
if the issuance of such Securities pursuant to this Indenture will affect the
Trustee’s own


 


14

















 


rights,
duties or immunities under the Securities and this Indenture or otherwise in a
manner that is not reasonably acceptable to the Trustee.


 


(g)                                 Each Registered Security shall be
dated the date of its authentication and each Unregistered Security shall be
dated the date of its original issuance.


 


(h)                                 No Security shall be entitled to any
benefit under this Indenture or be valid or obligatory for any purpose unless
there appears on such Security a certificate of authentication substantially in
the form provided for herein executed by the Trustee by manual or facsimile
signature and no coupon shall be valid until the Security to which it appertains
has been so authenticated, and such certificate upon any Security shall be
conclusive evidence, and the only evidence, that such Security has been duly
authenticated and delivered hereunder and is entitled to the benefits of this
Indenture.


 


(i)                                     Notwithstanding the foregoing, until
the Company has delivered an Officer’s Certificate to the Trustee and the
Security Registrar stating that, as a result of the action described, the
Company would not suffer adverse consequences under the provisions of United
States law or regulations in effect at the time of the delivery of Unregistered
Securities, the Trustee or the Security Registrar will (i) deliver
Unregistered Securities only outside the United States and its possessions and (ii) release
Unregistered Securities in definitive form to the person entitled to physical
delivery thereof only upon presentation of a certificate in the form prescribed
by the Company.


 


SECTION 304.                    Temporary Securities.  (a) 
Until definitive Securities of any series (including Global Securities) are
ready for delivery, the Company may execute, and upon Company Order the Trustee
shall authenticate and deliver one or more temporary  Securities that are produced in any authorized
denomination, substantially of the tenor of the definitive Securities in lieu
of which they are issued and with such appropriate insertions, omissions,
substitutions and other variations as the officers executing such Securities
may determine, as evidenced by their execution of such Securities. Temporary
Unregistered Securities of a series may have coupons attached or may be in the
form of one or more temporary Global Securities that are Unregistered
Securities of that series without coupons. Every temporary Security shall be
executed by the Company and authenticated by the Trustee (and Registered
Securities shall be registered by the Security Registrar) upon the same
conditions, and with like effect, as a definitive Security.


 


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


 


(c)                                  Every temporary Unregistered
Security shall be substantially in the form approved by or pursuant to a Board
Resolution and shall be delivered to one of the Paying Agents located outside
the United States and its possessions or to such other person or persons as the
Company shall direct against such certification as the Company may from time to
time prescribe by or pursuant to a Board Resolution.


 


SECTION 305.                    Registration, Registration of Transfer and Exchange.  (a)  The Company shall cause
to be kept at the Corporate Trust Office of the Trustee a register (the
register maintained in such office and in any other office or agency of the
Company in a Place of Payment being herein sometimes collectively referred to
as the “Security Register”) in which,
subject to such reasonable regulations as it may prescribe, the Company shall
provide for the registration of Securities and of transfers of Securities.  The Trustee is hereby appointed “Security Registrar” for the purpose
of registering Securities and transfers of Securities as herein provided.


 


(b)                                 Except in the case of Securities
issued in the form of a Global Security, upon surrender for registration of
transfer of any Registered Security of any series at the office or agency of
the Company in a Place of Payment for that series, the Company shall execute,
and the Trustee shall authenticate and deliver, in the name of


 


15

















 


the
designated transferee or transferees, one or more new Registered Securities of
the same series, of any authorized denominations and of a like aggregate
principal amount.


 


(c)                                  If both Registered and Unregistered
Securities are authorized for a series of Securities and the terms of such
Securities permit, (i) Unregistered Securities may be exchanged for an
equal principal amount of Registered or Unregistered Securities of the same
series and date of maturity in any authorized denominations upon delivery to
the Security Registrar (or a Paying Agent (as herein defined), if the exchange
is for Unregistered Securities) of the Unregistered Security with all unmatured
coupons and all matured coupons in default appertaining thereto and if all
other requirements of the Security Registrar (or such Paying Agent) and such
Securities for such exchange are met, and (ii) Registered Securities,
other than Securities issued in the form of a Global Security (except as
provided in Section 311), may be exchanged for an equal principal amount
of Unregistered Securities of the same series and date of maturity in any
authorized denominations (except that any coupons appertaining to such
Unregistered Securities which have matured and have been paid shall be
detached) upon delivery to the Security Registrar of the Registered Securities
and if all other requirements of the Security Registrar and such Securities for
such exchange are met.


 


(d)                                 Notwithstanding the foregoing, the
exchange of Unregistered Securities for Registered Securities or Registered
Securities for Unregistered Securities will be subject to the satisfaction of
the provisions of United States law and regulations in effect at the time of
such exchange, and no exchange of Registered Securities for Unregistered Securities
will be made until the Company has notified the Trustee in an Officer’s
Certificate and the Security Registrar that, as a result of such exchange, the
Company would not suffer adverse consequences under such law or regulations.


 


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


 


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


 


(g)                                 Unless otherwise provided in a Board
Resolution or an Officer’s Certificate pursuant to a Board Resolution, or in an
indenture supplemental hereto, with respect to Securities of any series, no
service charge shall be made to the Holder for any registration of transfer or
exchange of Securities, but the Company may require payment of a sum sufficient
to cover any tax or other governmental charge that may be imposed in connection
with any registration of transfer or exchange of Securities, other than
exchanges pursuant to Section 304, 906, 1106 or 1204 not involving any
transfer.


 


(h)                                 The Company shall not be required (i) to
issue, register the transfer of or exchange Securities of any series during a
period beginning at the opening of business 15 days before the day of the
mailing of a notice of redemption of Securities of that series selected for
redemption under Section 1103 and ending at the close of business on the
day of such mailing, or (ii) to register the transfer of or exchange any
Security so selected for redemption in whole or in part, except the unredeemed
portion of any Security being redeemed in part.


 


(i)                                     Unregistered Securities or any
coupons appertaining thereto shall be transferable by delivery thereof.


 


SECTION 306.                    Mutilated, Destroyed, Lost and Stolen Securities.  (a)  If any mutilated
Security or a Security with a mutilated coupon or coupons appertaining to it is
surrendered to the Trustee, the Company shall execute and the Trustee shall
authenticate and deliver in exchange therefor a replacement Registered
Security, if such surrendered security was a Registered Security, or a
replacement Unregistered Security with coupons corresponding to the coupons
appertaining to the surrendered Security, if such surrendered Security was an
Unregistered Security, of the same series and of like tenor and principal
amount and bearing a number not contemporaneously outstanding.


 


16

















 


(b)                                 If there has been delivered to the
Company and the Trustee (i) evidence to their satisfaction of the
destruction, loss or theft of any Security or any coupon or coupons
appertaining thereto, and (ii) such bond, 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 actual notice to the Company or the Trustee that such
Security or any coupon or coupons appertaining thereto has been acquired by a
bona fide purchaser, the Company shall execute and upon its request the Trustee
shall authenticate and deliver, a replacement Registered Security, if such
Holder’s claim pertains to a Registered Security, or a replacement Unregistered
Security with coupons corresponding to the coupons appertaining to the
destroyed, lost or stolen Unregistered Security or the Unregistered Security to
which such destroyed, lost or stolen coupon or coupons appertains, if such
Holder’s claim pertains to an Unregistered Security, of the same series (and
Tranche, if applicable) and of like tenor and principal amount and bearing a
number not contemporaneously outstanding.


 


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


 


(d)                                 Upon the issuance of any new
Security under this Section or any coupon or coupons appertaining thereto,
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.


 


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


 


(f)                                    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 or any coupon or coupons appertaining thereto.


 


SECTION 307.                    Payment of Interest; Interest Rights Preserved.  (a)  Unless otherwise
provided as contemplated by Section 301(b) with respect to the
Securities of any series, interest on any Registered Security that is payable,
and is punctually paid or duly provided for, on any Interest Payment Date shall
be paid to the Person in whose name that Registered Security (or one or more
Predecessor Securities) is registered at the close of business on the Regular
Record Date for such interest; provided, however, that interest payable at Maturity will be paid to
the Person to whom principal is payable. 
In case an Unregistered Security of any series is surrendered in
exchange for a Registered Security of such series after the close of business
(at an office or agency of the Company in a Place of Payment for such series)
on any Regular Record Date and before the opening of business (at such office
or agency) on the next succeeding Interest Payment Date, such Unregistered
Security shall be surrendered without the coupon relating to such Interest
Payment Date and interest will not be payable on such Interest Payment Date in
respect of the Registered Security issued in exchange for such Unregistered
Security, but will be payable only to the Holder of such coupon when due in
accordance with provisions of this Indenture.


 


(b)                                 Any interest on any Registered
Security of any series that is payable, but is not punctually paid or duly
provided for, on any Interest Payment Date (herein called “Defaulted
Interest”) shall forthwith cease to be payable to the Holder on
the relevant Regular Record Date by virtue of having been such Holder, and such
Defaulted Interest may be paid by the Company, at its election in each case, as
provided in clause (i) or (ii) below:


 


(i)                                     The
Company may elect to make payment of any Defaulted Interest to the Persons in
whose names the Registered Securities of such series (or their respective
Predecessor Securities) are registered at the close of business on a Special
Record Date for the payment of such Defaulted Interest, which shall be fixed in
the following manner.  The Company shall notify
the Trustee in writing of the amount of Defaulted Interest proposed to be paid
on each Registered Security of such series and the date of the proposed
payment, and at the same time the Company shall deposit with the Trustee an
amount of


 


17

















 


money equal to the aggregate amount proposed to be
paid in respect of such Defaulted Interest or shall make arrangements
satisfactory to the Trustee for such deposit prior to the date of the proposed
payment, such money when deposited to be held in trust for the benefit of the
Persons entitled to such Defaulted Interest as in this clause provided.  Thereupon the Trustee shall fix a Special
Record Date for the payment of such Defaulted Interest which shall be not more
than 15 days and not less than 10 days prior to the date of the proposed
payment and not less than 10 days after the receipt by the Trustee of the
notice of the proposed payment.  The
Trustee shall promptly notify the Company of such Special Record Date and, in
the name and at the expense of the Company, shall cause notice of the proposed
payment of such Defaulted Interest and the Special Record Date therefor to be
mailed, first-class postage prepaid, to each Holder of Registered Securities of
such series at the address of such Holder as it appears in the Security
Register, not less than 10 days prior to such Special Record Date.  Notice of the proposed payment of such
Defaulted Interest and the Special Record Date therefor having been so mailed,
such Defaulted Interest shall be paid to the Persons in whose names the
Registered Securities of such series (or their respective Predecessor
Securities) are registered at the close of business on such Special Record Date
and shall no longer be payable pursuant to the following clause (ii).  In case an Unregistered Security of any
series is surrendered at the office or agency of the Company in a Place of
Payment for such series in exchange for a Registered Security of such series
after the close of business at such office or agency on any Special Record Date
and before the opening of business at such office or agency on the related
proposed date for payment of Defaulted Interest, such Unregistered Security
shall be surrendered without the coupon relating to such proposed date of
payment and Defaulted Interest will not be payable on such proposed date of
payment in respect of the Registered Security issued in exchange for such
Unregistered Security, but will be payable only to the Holder of such coupon
when due in accordance with the provisions of this Indenture.


 


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


 


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


 


(d)                                 Subject to the limitations set forth
in Section 1002, the Holder of any coupon appertaining to an Unregistered
Security shall be entitled to receive the interest payable on such coupon upon
presentation and surrender of such coupon on or after the Interest Payment Date
of such coupon at an office or agency maintained for such purpose pursuant to Section 1002.


 


SECTION 308.                    Persons Deemed Owners.  Prior
to due presentment of a Registered Security for registration of transfer, the
Company, the Trustee and any agent of the Company or the Trustee may treat the
Person in whose name such Registered Security is registered as the owner of
such Registered Security for the purpose of receiving payment of principal of
(and any premium) and (subject to Section 301 and Section 307) any
interest on such Registered Security and for all other purposes whatsoever,
whether or not such Registered Security be overdue, and neither the Company, the
Trustee nor any agent of the Company or the Trustee shall be affected by notice
to the contrary.


 


Ownership of Registered
Securities of a series shall be proved by the computerized book-entry system of
the Depositary in the case of Registered Securities issued in the form of a
Global Security.  Ownership of
Unregistered Securities may be proved by the production of such Unregistered
Securities or by a certificate or affidavit executed by the person holding such
Unregistered Securities or by a depository with whom such Unregistered
Securities were deposited, if the certificate or affidavit is satisfactory to
the Trustee and the Company.  The
Company, the Trustee and any agent of the Company may treat the bearer of any
Unregistered Security or coupon and the person in whose name a Registered
Security is registered as the absolute owner thereof for all purposes.


 


18
















 


None of the Company, the
Trustee, any Paying Agent or the Security Registrar shall have any
responsibility or liability for any aspect of the records relating to or
payments made on account of beneficial ownership interests of a Global Security
or for maintaining, supervising or reviewing any records relating to such
beneficial ownership interests.


 


SECTION 309.       Cancellation.  Except as otherwise specified as
contemplated by Section 301(b) for Securities of any series, all
Securities and coupons surrendered for payment, redemption, registration of
transfer or exchange or for credit against any sinking fund payment shall, if
surrendered to any Person other than the Trustee, be delivered to the Trustee
and, if not theretofore cancelled, shall be promptly cancelled by it.  Except as otherwise specified as contemplated
by Section 301(b) for Securities of any series, the Company may at
any time deliver to the Trustee for cancellation any Securities or coupons
previously authenticated and delivered hereunder that the Company may have
acquired in any manner whatsoever or that the Company has not issued and sold,
and all Securities or coupons so delivered shall be promptly cancelled by the
Trustee.  No Securities or coupons shall
be authenticated in lieu of or in exchange for any Securities or coupons
cancelled as provided in this Section, except as expressly permitted by this
Indenture.  All cancelled Securities or
coupons held by the Trustee shall be destroyed and the Trustee shall furnish an
affidavit to the Company (setting forth the serial numbers of such Securities)
attesting to such destruction unless by a Company Order the Company shall
direct that the cancelled Securities or coupons be returned to it.


 


SECTION 310.       Computation of
Interest.  Except as otherwise
specified as contemplated by Section 301(b) for Securities of any
series, interest on the Securities of each series shall be computed on the
basis of a 360-day year of twelve 30-day months.


 


SECTION 311.       Global Securities;
Exchanges; Registration and Registration of Transfer.  If specified as contemplated by Section 301(b) for
Securities of any series, the Securities of such series may be issued in the
form of one or more Global Securities, which shall be deposited with the
Depositary, and, unless otherwise specified in the form of Global Security
adopted pursuant to Section 301, be registered in the name of the
Depository’s nominee.


 


Except as otherwise
specified as contemplated by Section 301(b) for Securities of any
series, any permanent Global Security shall be exchangeable only as provided in
this paragraph.  If the beneficial owners
of interests in a permanent Global Security are entitled to exchange such
interests for Securities of such series of like tenor and principal amount of
another authorized form, as specified as contemplated by Section 301(b),
then without unnecessary delay but in any event not later than the earliest
date on which such interests may be so exchanged, the Company shall deliver to
the Trustee definitive Securities of that series in aggregate principal amount
equal to the principal amount of such permanent Global Security, executed by
the Company.  On or after the earliest
date on which such interests may be so exchanged, such permanent Global
Security shall be surrendered from time to time in accordance with instructions
given to the Trustee and the Depositary (which instructions shall be in writing
but need not comply with Section 102  or be
accompanied by an Opinion of Counsel) by the Depositary or such other
depositary as shall be specified in the Company Order with respect thereto to
the Trustee, as the Company’s agent for such purpose, to be exchanged, in whole
or in part, for definitive Securities of the same series without charge and the
Trustee shall authenticate and deliver, in exchange for each portion of such
permanent Global Security, a like aggregate principal amount of definitive
Securities of the same series of authorized denominations and of like tenor as
the portion of such permanent Global Security to be exchanged which, unless the
Securities of the series are not issuable both as Unregistered Securities and
as Registered Securities, as specified as contemplated by Section 301(b),
shall be in the form of Unregistered Securities or Registered Securities, or
any combination thereof, as shall be specified by the beneficial owner thereof;
provided, however,
that no such exchanges may occur during the periods specified by Section 305;
and provided, further,
that no Unregistered Security delivered in exchange for a portion of a
permanent Global Security shall be mailed or otherwise delivered to any
location in the United States unless the Company has complied with Section 305(d).  Promptly following any such exchange in part,
such permanent Global Security shall be returned by the Trustee, to the
Depositary or such other depositary referred to above, in accordance with the
instructions of the Company referred to above.


 


The Global Security may
be transferred to another nominee of the Depositary, or to a successor
Depositary selected by the Company, and upon surrender for registration of
transfer of the Global Security to the Trustee, the Company shall execute, and
the Trustee shall authenticate and deliver, in the name of the designated


 


19

















 


transferee, a new Global
Security in the same aggregate principal amount.  If at any time the Depositary notifies the
Company that it is unwilling or unable to continue as Depositary and a
successor Depositary satisfactory to the Company is not appointed within 90
days after the Company receives such notice, the Company will execute, and the
Trustee will authenticate and deliver, Securities in definitive form to the
Depositary in exchange for the Global Security. 
In addition, if at any time the Company determines that it is not in the
best interest of the Company or the beneficial owners of Securities to continue
to have a Global Security representing all of the Securities held by a
Depositary, the Company may, at its option, execute, and the Trustee will
authenticate and deliver, Securities in definitive form to the Depositary in
exchange for all or a portion of the Global Security. Promptly after any such
exchange of Securities in definitive form for all or a portion of the Global
Security pursuant to this paragraph, the Company shall promulgate regulations
governing registration of transfers and exchanges of Securities in definitive form,
which regulations shall be reasonably satisfactory to the Trustee and shall
thereafter bind every Holder of such Securities.


 


SECTION 312.       Extension of Interest
Payment.  The Company shall
have the right at any time, so long as the Company is not in default in the
payment of interest on the Securities of any series hereunder, to extend
interest payment periods on all Securities of one or more series, if so
specified as contemplated by Section 301(b) with respect to such
Securities and upon such terms as may be specified as contemplated by Section 301(b) with
respect to such Securities.  If the
Company ever so extends any such interest payment period, the Company shall
promptly notify the Trustee.


 


ARTICLE FOUR



SATISFACTION AND DISCHARGE; DEFEASANCE


 


SECTION 401.       Termination of Company’s Obligations. 
(a)  This Indenture shall upon Company Request cease to
be of further effect with respect to the Securities of any series (except as to
any surviving rights of registration of transfer or exchange of Securities
herein expressly provided for), and the Trustee, at the expense of the Company,
shall execute instruments in form and substance satisfactory to the Trustee and
the Company acknowledging termination of the Company’s obligations under the
Securities of such series and this Indenture, when


 


(1)           either


 


(A)          all Securities of
such series previously authenticated and delivered (other than (i) Securities
of such series that have been destroyed, lost or stolen and that have been
replaced or paid as provided in Section 306 and (ii) Securities of
such series that are deemed paid and discharged pursuant to Section 402) have been delivered
to the Trustee for cancellation; or


 


(B)           all such Securities
of such series not previously delivered to the Trustee for cancellation


 


(i)     have
become due and payable (whether at Stated Maturity, early redemption or
otherwise), or


 


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


 


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


 


and the Company in the
case of (i), (ii) or (iii) above has irrevocably deposited or caused
to be deposited with the Trustee as funds in trust solely for the benefit of
the Holders of the Securities of such series an amount in cash in the currency
or composite currency in which the Securities of such series are denominated,
Eligible Obligations or any combination thereof, together (if necessary in the
case of a series


 


20

















 


of Securities not bearing interest at a fixed rate)
with any Hedging Obligation, so that such funds in each case are sufficient to
pay principal of, and any premium and interest on, all Outstanding Securities
of such series;


 


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


 


(3)           the Company has delivered to the
Trustee an Officer’s 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.


 


(b)           Notwithstanding the satisfaction and
discharge of this Indenture, the obligations of the Company to the Trustee
under Section 607, the obligations of the Trustee to any Authenticating
Agent under Section 614 and, if money has been deposited with the Trustee
pursuant to subclause (B) of clause (1) of this Section, the
obligations of the Trustee under Section 405 and Section 1003(e) shall
survive.


 


(c)           Upon satisfaction and discharge of
this Indenture as provided in this Section 401, the Trustee shall assign,
transfer and turn over to the Company, subject to the claim provided by Section 607,
any and all money, securities and other property then held by the Trustee for
the benefit of the Holders of the Securities.


 


The Company may elect, at
its option at any time, to have Section 402 or Section 403 applied to
the Outstanding Securities of any series in accordance with any applicable
requirements provided pursuant to Section 301 and upon compliance with the
conditions set forth below in this Article. Any such election shall be
evidenced by a Board Resolution or in another manner specified as contemplated
by Section 301(b) for such Securities.


 


SECTION 402.       Defeasance and Discharge
of Indenture.  Upon the Company’s
exercise of its option (if any) to have this Section applied to all the
Outstanding Securities of any series or Tranche, or any portion of the
principal amount thereof, and subject to the conditions set forth in Section 404
being satisfied, the Company shall be deemed to have paid and discharged the
entire indebtedness on such Outstanding Securities of such series or Tranche on
the 91st day after the date of the deposit referred to in subparagraph (i) of
Section 404, and the provisions of this Indenture, as it relates to such
Outstanding Securities of such series or Tranche, shall be satisfied and
discharged and 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, solely from the trust funds described in Section 405,
(x) payment of the principal of (and premium, if any) and each installment
of principal of (and premium, if any) or interest, if any, on the Outstanding
Securities of such series, or portions thereof, on the Stated Maturity of such
principal or installment of principal or interest to and including the
Redemption Date designated by the Company pursuant to subparagraph (viii) of
Section 404 and (y) the benefit of any mandatory sinking fund
payments applicable to the Securities of such series or Tranche 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 or Tranche;


 


(b)           the obligations of the Company and
the Trustee with respect to such Securities of such series or Tranche under
Sections 304, 305, 306, 614, 1002 and 1003  and, if the
Company shall have designated a Redemption Date pursuant to subparagraph (x) of
Section 404, Sections 1104 and 1106; and


 


(c)           the Company’s obligations with
respect to the Trustee under Section 607.


 


SECTION 403.       Defeasance of Certain
Obligations.  The Company may
omit to comply with its obligations under the covenants contained in Sections
801, 1006 and 1007 with respect to any Security or Securities of any series
(and in respect of any term, provision or condition set forth in the covenants
or restrictions specified for such Securities pursuant to Section 301(b),
in any supplemental indenture, Board Resolution or Officer’s Certificate


 


21

















 


establishing such
Security), and the failure to comply with any such provisions shall not
constitute a Default or Event of Default under Section 501(4), provided that the conditions set forth in Section 404
have been satisfied.


 


SECTION 404.       Conditions to
Defeasance.  The following
conditions shall be the conditions to the application of Section 402 and Section 403:


 


(i)            the Company has deposited or caused
to be deposited irrevocably with the Trustee as trust funds in trust,
specifically pledged as security for, and dedicated solely to, the benefit of
the Holders of the Securities of such series, (x) cash in Dollars (or such
other currency or composite currency in which such Securities are denominated)
in an amount sufficient, or (y) Eligible Obligations which through the
payment of interest and principal in respect thereof in accordance with their
terms will provide on or before the due date of any payment referred to in
clause (1) or (2) of this subparagraph (i) money  in an amount sufficient or (z) a
combination of such cash and Eligible Obligations, together (if necessary in
the case of a series of Securities not bearing interest at a fixed rate) with
any Hedging Obligation so that such funds are 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 (1) the principal of (and premium, if any) and each installment
of principal (and premium, if any) and interest, if any, on such Securities on
the Stated Maturity of such principal or installment of principal or interest
or to and including the Redemption Date designated by the Company in accordance
with Section 404(a)(1)(B)(iii) and (2) 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 of the Securities of such series;


 


(ii)           in the event of an election to have Section 402
apply, the Company has delivered to the Trustee an Officer’s Certificate and an
Opinion of Counsel to the effect that (x) the Company has received from,
or there has been published by, the Internal Revenue Service a ruling or (y) there
has been a change in law or regulation occurring after the date hereof, 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,
defeasance and discharge and will be subject to federal income tax on the same
amount 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;


 


(iii)          in the event of an election to have Section 403
apply, the Company has delivered to the Trustee an Officer’s Certificate and 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 defeasance and will be subject to federal income tax
on the same amount and in the same manner and at the same times, as would have
been the case if such deposit and defeasance had not occurred;


 


(iv)          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;


 


(v)           such provision would not cause any
Outstanding Securities of such series then listed on a securities exchange to
be delisted as a result thereof;


 


(vi)          no Event of Default or event that with
notice or lapse of time would become an Event of Default with respect to the Securities
of such series has occurred and is continuing on the date of such deposit or
during the period ending on the 91st day after such date;


 


(vii)         the Company has delivered to the
Trustee an Officer’s 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;


 


22

















 


(viii)        such deposit shall not, as specified in
an Opinion of Counsel, cause the Trustee with respect to the Securities of such
series to have a conflicting interest as defined in Section 608 and for
purposes of the Trust Indenture Act with respect to the Securities of such
series;


 


(ix)           the Company has delivered to the
Trustee an Officer’s 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; and


 


(x)            if the Company has deposited or
caused to be deposited money or Eligible Obligations to pay or discharge the
principal of (and premium, if any) and interest on the Outstanding Securities
of a series to and including a Redemption Date pursuant to clause (i) of
this Section 404, such Redemption Date shall be irrevocably designated by
a Board Resolution delivered to the Trustee on or prior to the date of deposit
of such money or Eligible Obligations, and such Board Resolution shall be
accompanied by an irrevocable Company Request that the Trustee give notice of
such redemption in the name and at the expense of the Company not less than 30
nor more than 60 days prior to such Redemption Date in accordance with Section 1104.


 


SECTION 405.       Application of Trust Money.  (a) 
Neither the Eligible Obligations nor the funds deposited with the Trustee
pursuant to Sections 401, 402 or 403, nor the principal or interest payments on
any such Eligible Obligations, shall be withdrawn or used for any purpose other
than, and shall be held in trust for, the payment of the principal of and
premium, if any, and interest, if any, on the Securities or portions of
principal amount thereof in respect of which such deposit was made, all subject,
however, to the provisions of Section 606; provided,
however, that, so long as no Event of Default has occurred and is
continuing, any cash received from such principal or interest payments on such
Eligible Obligations deposited with the Trustee, if not then needed for such
purpose, shall, to the extent practicable, be invested in Eligible Obligations
of the type described in Sections 401 and 402(d)(2)(A) maturing at such
times and in such amounts as shall be sufficient to pay when due the principal
of and any premium and interest due and to become due on such Securities or
portions thereof on and prior to the Maturity thereof, and interest earned from
such reinvestment shall be paid over to the Company as received by the Trustee,
free and clear of any trust, lien or pledge under this Indenture except the
claim provided by Section 607; and provided, further,
that, so long as there shall not have occurred and be continuing an Event of
Default, any moneys held by the Trustee in accordance with this Section on
the Maturity of all such Securities in excess of the amount required to pay the
principal of and premium, if any, and interest, if any, then due on such
Securities shall be paid over to the Company free and clear of any trust, lien
or pledge under this Indenture except the claim provided by Section 607.


 


(b)           The Company shall pay and shall
indemnify the Trustee against any tax, fee or other charge imposed on or
assessed against Eligible Obligations deposited pursuant to Section 401,
402 or 403 or the principal and any premium and interest 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 Eligible Obligations or
money held by it as provided in Section 401, 402 or 403 that, 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 that then would have been
required to be deposited for the purpose for which such Eligible Obligations or
money was deposited or received.  This
provision shall not authorize the sale by the Trustee of any Eligible Obligations
held under this Indenture.


 


SECTION 406.       Reinstatement.  If the Trustee or the Paying Agent
is unable to apply any money in accordance with this Article with respect
to any Securities by reason of any order or judgment of any court or
governmental authority enjoining, restraining or otherwise prohibiting such
application, then the obligations under this Indenture and such Securities from
which the Company has been discharged or released pursuant to Section 402
or Section 403 shall be revived and reinstated as though no deposit had
occurred pursuant to this Article with respect to such Securities, until
such time as the Trustee or Paying Agent is permitted to apply all money held
in trust pursuant to Section 405 with respect to such Securities in
accordance with this Article; provided, however,
that if the Company makes any payment of principal of or any premium or
interest on any such Security following such


 


23

















 


reinstatement of its
obligations, the Company shall be subrogated to the rights (if any) of the
Holders of such Securities to receive such payment from the money so held in
trust.


 


ARTICLE FIVE



REMEDIES


 


SECTION 501.       Events of Default.  “Event
of Default”, wherever used herein with respect to Securities of
any series, means any one of the following events, unless such event is either
inapplicable to a particular series or its is specifically deleted or modified
in the applicable Board Resolution or supplemental indenture under which such
series of Securities is issued, as the case may be, as contemplated by Section 301:


 


(1)           default in the payment of any
interest upon any Security of that series when it becomes due and payable, and
continuance of such default for a period of 30 days; provided,
however, that a valid extension of the interest payment period by
the Company as contemplated in Section 312 shall not constitute a failure
to pay interest for this purpose; or


 


(2)           default in the payment of the
principal of (or premium, if any, on) any Security of that series at its
Maturity and, in the case of technical or administrative difficulties, only if
such default persists for a period of more than three Business Days; or


 


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


 


(4)           default in the performance, or
breach, of any covenant or warranty of the Company in this Indenture (other
than a covenant or warranty a default in whose performance or whose breach is
elsewhere in this Section specifically dealt with or which has expressly
been included in this Indenture solely for the benefit of one or more series of
Securities other than that series), and continuance of such default or breach
for a period of 90 days after there has been given, by registered or certified
mail, to the Company by the Trustee or to the Company and the Trustee by the
Holders of at least 25% in aggregate principal amount of the Outstanding
Securities of such series a written notice specifying such default or breach
and requiring it to be remedied and stating that such notice is a “Notice of Default” hereunder; or


 


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


 


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


 


24

















 


(7)           any other Event of Default provided
with respect to Securities of such series pursuant to Section 301(b).


 


SECTION 502.       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, then in every such case the Trustee or
the Holders of not less than 25% in aggregate principal amount of the
Outstanding Securities of such series, by a notice in writing to the Company
(and to the Trustee if given by such Holders), may declare the principal amount
(or, if the Securities of such series are Original Issue Discount Securities or
Indexed Securities, such portion of the principal amount of such Securities as
may be specified in the terms thereof) to be due and payable immediately and
upon any such declaration such principal amount (or specified amount) shall
become immediately due and payable.  If
an Event of Default specified in Section 501(5) or (6) occurs,
the principal of all the Securities then Outstanding (or if any such Securities
are Original Issue Discount Securities or Indexed Securities, such portion of
the principal amount of such Securities as may be specified in the terms
thereof) shall automatically become and be immediately due and payable without
any declaration or other act or notice on the part of the Trustee or any
Holders of the Securities.


 


At any time after such a
declaration of acceleration with respect to Securities of one or more 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
Event or Events of Default giving rise to such declaration of acceleration
shall, without further act, be deemed to have been waived, and such declaration
and its consequences shall, without further act, be deemed to have been
rescinded and annulled, if


 


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


 


(A)          all overdue interest
on all Securities of any such series,


 


(B)           the principal of
(and premium, if any, on) any Securities of such series that have become due
otherwise than by such declaration of acceleration and interest thereon at the
rate or rates prescribed therefor in such Securities,


 


(C)           to the extent that
payment of such interest is lawful, interest upon overdue interest at the rate
or rates borne by such Securities, unless another rate is provided in such
Securities, and


 


(D)          all amounts due to
the Trustee under Section 607;


 


and


 


(2)           all
Events of Default with respect to Securities of that series, other than the
non-payment of the principal of Securities of that series that have become due
solely by such declaration of acceleration, have been cured or waived as
provided in Section 513.


 


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


 


SECTION 503.       Collection of Indebtedness
and Suits for Enforcement by Trustee.  If
an Event of Default described in clause (1) or (2) of Section 501
has occurred and is continuing, the Company shall, upon demand of the Trustee,
pay to the Trustee, for the benefit of the Holders of the Securities of the
series with respect to which such Event of Default has occurred, the whole
amount then due and payable on such Securities for principal and any premium or
interest and, to the extent that payment of such interest shall be legally
enforceable, interest on any overdue principal and premium and on any overdue
interest, at the rate or rates borne by such Securities, unless another rate is
provided in such Securities, and, in addition thereto, such further amount as
shall be sufficient to cover any amounts due to the Trustee under Section 607.


 


If an Event of Default
with respect to Securities of any series occurs and is continuing, the Trustee
may in its discretion proceed to protect and enforce its rights and the rights
of the Holders of Securities of such series by such appropriate judicial
proceedings as the Trustee deems most effectual to protect and enforce any such


 


25

















 


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 504.       Trustee May File
Proofs of Claim.  In case of
the pendency of any receivership, insolvency, liquidation, bankruptcy,
reorganization, arrangement, adjustment, composition or other judicial
proceeding relative to the Company or any other obligor upon the Securities or
the property of the Company or 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,


 


(i)            to file and prove a claim for the
whole amount of principal and premium or 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 amounts due to the Trustee under Section 607) and of the
Holders allowed in such judicial proceeding, and


 


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


 


and any custodian, receiver, assignee, trustee,
liquidator, sequestrator or other similar official in any such judicial proceeding
is hereby authorized by each Holder to make such payments to the Trustee and,
if the Trustee consents to the making of such payments directly to the Holders,
to pay to the Trustee any amount due it under Section 607.


 


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


 


SECTION 505.       Trustee May Enforce
Claims Without Possession of Securities or Coupons.  All rights of action and claims
under this Indenture or the Securities or coupons may be prosecuted and
enforced by the Trustee without the possession of any of the Securities or
coupons or the production thereof in any proceeding relating thereto, and any
such proceeding instituted by the Trustee shall be brought in its own name as
trustee of an express trust, and any recovery of judgment shall, after
provision for the payment of the amounts due to the Trustee under Section 607,
be for the ratable benefit of the Holders of the Securities and coupons in
respect of which such judgment has been recovered.


 


SECTION 506.       Application of Money
Collected.  Any money
collected by the Trustee pursuant to this Article 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 and any premium and
interest, upon presentation of the Securities in respect of which or for the
benefit of which such money shall have been collected 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 607;


 


SECOND:  To the payment of the
amounts then due and unpaid for principal of and any premium 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 any premium
and interest, respectively; and


 


THIRD:  The balance, if any, to
the Company.


 


The Trustee may fix a
record date (with respect to Registered Securities) and payment date for any
such payment to Holders of Securities.


 


26

















 


SECTION 507.       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


 


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


 


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


 


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


 


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


 


(5)           no direction inconsistent with such
written request has been given to the Trustee during such 60-day period by the
Holders of a majority in aggregate 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 of such Holders.


 


SECTION 508.       Unconditional Right of
Holders to Receive Principal, Premium 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
premium and (subject to Section 307) interest on such Security  on the Stated Maturity or Maturities
expressed in such Security (or, in the case of redemption, on the Redemption
Date, or, in the case of repayment at the option of the Holder, on the
Repayment 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 509.       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 such Holder shall be restored severally and
respectively to their former positions hereunder and thereafter all rights and
remedies of the Trustee and such Holder shall continue as though no such
proceeding had been instituted.


 


SECTION 510.       Rights and Remedies
Cumulative.  Except as
otherwise provided with respect to the replacement or payment of mutilated,
destroyed, lost or stolen Securities in the last paragraph of Section 306,
no right or remedy herein conferred upon or reserved to the Trustee or to the
Holders is intended to be exclusive of any other right or remedy, and every
right and remedy shall, to the extent permitted by law, be cumulative and in
addition to every other right and remedy given hereunder or now or hereafter
existing at law or in equity or otherwise. The assertion or employment of any
right or remedy hereunder, or otherwise, shall not prevent the concurrent
assertion or employment of any other appropriate right or remedy.


 


SECTION 511.       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.


 


27

















 


SECTION 512.       Control by Holders.  If an Event of Default shall have
occurred and be continuing in respect of a series of Securities, the Holders of
a majority in aggregate principal amount of the Outstanding Securities of that
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 or Tranche; provided, however,
that if an Event of Default has occurred and is continuing with respect to more
than one series of Securities of equal ranking, the Holders of a majority in
aggregate principal amount of the Outstanding Securities of all such series of
equal ranking, considered as one class, shall have the right to make such
direction, and not the Holders of the Securities of any one of such series of
equal ranking; provided, further that


 


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


 


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


 


SECTION 513.       Waiver of Past
Defaults.  The Holders of not
less than a majority in aggregate principal amount of the Outstanding
Securities of any series may on behalf of the Holders of all the Securities of
such series waive any past default hereunder with respect to such series and
its consequences; provided that if any such past
default has occurred with respect to more than one series of Securities of
equal ranking, the Holders of a majority in aggregate principal amount of the
Outstanding Securities of all such series of equal ranking, considered as one
class, may make such waiver, and not the Holders of the Securities of any one
of such series of equal ranking, in each case, except a default


 


(1)           in the payment of the principal of or
premium or interest on any Security of such series, or


 


(2)           in respect of a covenant or provision
hereof that under Section 902 cannot be modified or amended without the
consent of the Holder of each Outstanding Security of such series affected.


 


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


 


SECTION 514.       Undertaking for
Costs.  All parties to this
Indenture agree, and each Holder of any Security by such Holder’s 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
aggregate principal amount of the Outstanding Securities of all series in
respect of which such suit may be brought, considered as one class, or to any
suit instituted by any Holder for the enforcement of the payment of the
principal of or any premium or interest on any Security on or after the Stated
Maturity or Maturities expressed in such Security (or, in the case of
redemption, on or after the Redemption Date, or, in the case of repayment at
the option of the Holder, on or after the Repayment Date).


 


SECTION 515.       Waiver of Stay or
Extension Laws.  The Company covenants
(to the extent that it may lawfully do so) that it will not at any time insist
upon, or plead, or in any manner whatsoever claim or take the benefit or
advantage of, any stay or extension law wherever enacted, now or at any time
hereafter in force, which may affect the covenants or the performance of this
Indenture; and the Company (to the extent that it may lawfully do so) hereby
expressly waives all benefit or advantage of any such law and covenants that it
will not hinder, delay or impede the execution of any power herein granted to
the Trustee, but will suffer and permit the execution of every such power as
though no such law had been enacted.


 


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ARTICLE SIX


 


THE TRUSTEE


 


SECTION 601.       Certain Duties and Responsibilities. 
(a)  Except during the continuance of an Event of
Default with respect to Securities of any series,


 


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


 


(2)           in the absence of bad faith on its
part, the Trustee may, with respect to Securities of such series, conclusively
rely, as to the truth of the statements and the correctness of the opinions
expressed therein, upon certificates or opinions furnished to the Trustee and
conforming to the requirements of this Indenture; but in the case of any such
certificates or opinions which by any provision hereof are specifically
required to be furnished to the Trustee, the Trustee shall be under a duty to
examine the same to determine whether or not they conform to the requirements
of this Indenture.


 


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


 


(c)           No provision of this Indenture shall
be construed to relieve the Trustee from liability for its own negligent
action, its own negligent failure to act, or its own willful misconduct, except that


 


(1)           this subsection
shall not be construed to limit the effect of sub-section (a) of this
Section;


 


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


 


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


 


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


 


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


 


SECTION 602.       Notice of Defaults.  Within 90 days after the
occurrence of any default hereunder with respect to the Securities of any
series, the Trustee shall transmit by mail to all Holders of Securities of such
series entitled to receive reports pursuant to Section 704(3) (and,
if Unregistered Securities of that series are outstanding, shall cause to be
published at least once in an Authorized Newspaper in The City of New York and,
if Securities of that series are listed on any securities exchange outside of
the United States, in the city in which such securities exchange is located)
notice of such default hereunder known to the Trustee, unless such default
shall have


 


29

















 


been cured or waived; provided, however, that,
except in the case of a default in the payment of the principal of or any
premium or interest on any Security of such series or in the payment of any
sinking fund installment with respect to Securities of such series, the Trustee
shall be protected in withholding such notice if and so long as the board of
directors, the executive committee or a trust committee of directors or
Responsible Officers of the Trustee in good faith determine that the
withholding of such notice is in the interest of the Holders of Securities of
such series; and provided, further, that in the
case of any default of the character specified in Section 501(4) with
respect to Securities of such series, no such notice to Holders shall be given
until at least 75 days after the occurrence thereof.  For the purpose of this Section, the term “default” means any event that is, or
after notice or lapse of time or both would become, an Event of Default with
respect to Securities of such series.


 


SECTION 603.       Certain Rights of
Trustee.  Subject to the
provisions of Section 601 and to the applicable provisions of the Trust
Indenture Act:


 


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


 


(b)           any request or direction of the
Company mentioned herein shall be sufficiently evidenced by a Company Request
or Company Order, or as otherwise expressly provided herein, and any resolution
of the Board of Directors may be sufficiently evidenced by a Board Resolution;


 


(c)           whenever in the administration of
this Indenture the Trustee shall deem it desirable that a matter be proved or
established prior to taking, suffering or omitting any action hereunder, the
Trustee (unless other evidence be herein specifically prescribed) may, in the
absence of bad faith on its part, rely upon an Officer’s Certificate and such
Officer’s Certificate, in the absence of negligence or bad faith on the part of
the Trustee, shall be full warrant to the Trustee for any action taken,
suffered or omitted by it under the provisions of this Indenture upon the faith
thereof;


 


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


 


(e)           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 pursuant to this
Indenture, unless such Holders shall have offered to the Trustee reasonable
security or indemnity against the costs, expenses and liabilities that might be
incurred by it in compliance with such request or direction;


 


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


 


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


 


SECTION 604.       Not Responsible for
Recitals or Issuance of Securities.  The
recitals contained herein and in the Securities, except the Trustee’s
certificate of authentication, shall be taken as the statements of the Company,
and the Trustee or any Authenticating Agent assumes no responsibility for their
correctness.  The Trustee makes no representations
as to the validity or sufficiency of this Indenture or of the Securities of any
series or any coupons.  The Trustee or
any Authenticating Agent shall not be accountable for the use or application by
the Company of Securities or the proceeds thereof.  The Trustee shall not be responsible for and
makes no representations as to the Company’s ability or authority to issue the
Unregistered Securities or the lawfulness thereof.


 


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SECTION 605.                    May Hold Securities.  The
Trustee, any Authenticating Agent, any Paying Agent, any Security Registrar or
any other agent of the Company or the Trustee, in its individual or any other
capacity, may become the owner or pledgee of Securities and, subject to
Sections 608 and 613, may otherwise deal with the Company with the same rights
it would have if it were not Trustee, Authenticating Agent, Paying Agent,
Security Registrar or such other agent.


 


SECTION 606.                    Money Held in Trust.  Money
held by the Trustee or by any Paying Agent (other than the Company if the
Company shall act as Paying Agent) in trust hereunder need not be segregated
from other funds except to the extent required by law. Neither the Trustee nor
any Paying Agent shall be liable for interest on any money received by it
hereunder except as expressly provided herein or otherwise agreed with the
Company.


 


SECTION 607.                    Compensation and Reimbursement.  The
Company agrees


 


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


 


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


 


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


 


As security for the
performance of the obligations of the Company under this Section, the Trustee
shall have a claim prior to the Securities and any coupons upon all property
and funds held or collected by the Trustee as such, except property and funds
held in trust for the payment of principal of and any premium and interest on
particular Securities or any coupons.


 


SECTION 608.                    Disqualification; Conflicting Interests.  If the Trustee has or acquires any
conflicting interest within the meaning of the Trust Indenture Act with respect
to the Securities of any series, it shall either eliminate such conflicting
interest or resign to the extent, in the manner and with the effect, and
subject to the conditions, provided in the Trust Indenture Act and this
Indenture.  For purposes of Section 310(b)(1) of
the Trust Indenture Act and to the extent permitted thereby, the Trustee, in
its capacity as trustee in respect of the equally ranked and unsecured
Securities of any series, shall not be deemed to have a conflicting interest
arising from its capacity as trustee in respect of the equally ranked and
unsecured Securities of any other series under this Indenture.


 


SECTION 609.                    Corporate Trustee Required; Eligibility.  There shall at all times be a
Trustee hereunder that shall be a Person that is eligible pursuant to the Trust
Indenture Act to act as such, having a combined capital and surplus of at least
$50,000,000, subject to supervision or examination by federal or state
authority and qualified and eligible under this Article, provided
that, neither the Company nor any Affiliate of the Company or any obligor on
the Securities may serve as Trustee of any Securities.  If such corporation publishes reports of
condition at least annually, pursuant to law or to the requirements of said
supervising or examining authority, then for the purposes of this Section, the
combined capital and surplus of such corporation shall be deemed to be its
combined capital and surplus as set forth in its most recent report of
condition so published.  If at any time
the Trustee ceases to be eligible in accordance with the provisions of this Section,
it shall resign immediately in the manner and with the effect hereinafter
specified in this Article.


 


SECTION 610.                    Resignation and Removal; Appointment of Successor.  (a)  No resignation or
removal of the Trustee and no appointment of a successor Trustee pursuant to
this Article shall become effective


 


31

















 


until the acceptance of appointment by the successor Trustee in
accordance with the applicable requirements of Section 611.


 


(b)                                 The Trustee may resign at any time
with respect to the Securities of one or more series by giving written notice
thereof to the Company.  If the
instrument of acceptance by a successor Trustee required by Section 611
has not been delivered to the Trustee within 30 days after the giving of such
notice of resignation, the resigning Trustee may petition any court of
competent jurisdiction for the appointment of a successor Trustee with respect
to the Securities of such series.


 


(c)                                  The Company may at any time by a
Board Resolution remove the Trustee with respect to the Securities of any or
all series.


 


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


 


(e)                                  If at any time:


 


(1)                                  the
Trustee fails to comply with Section 608 with respect to the Securities of
any series, after written request therefor by the Company or by any Holder who
has been a bona fide Holder of a Security of such series for at least six
months, or


 


(2)                                  the
Trustee ceases to be eligible under Section 609 and fails to resign after
written request therefor by the Company or by any such Holder, or


 


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


 


then, in any such case, subject to Section 514,
any Holder who has been a bona fide Holder of a Security for at least six
months may, on behalf of himself and all others similarly situated, petition
any court of competent jurisdiction for the removal of the Trustee with respect
to all Securities and the appointment of a successor Trustee or Trustees.


 


(f)                                    If the Trustee resigns, is removed
or becomes incapable of acting, or if a vacancy shall occur in the office of
Trustee for any cause, with respect to the Securities of one or more series,
the Company, by a Board Resolution, shall promptly appoint a successor Trustee
or Trustees with respect to the Securities of that or those series (it being
understood that any such successor Trustee may be appointed with respect to the
Securities of one or more or all of such series and that at any time there
shall be only one Trustee with respect to the Securities of any particular
series) and shall comply with the applicable requirements of Section 611.  If, within one year after such resignation,
removal or incapability, or the occurrence of such vacancy, a successor Trustee
with respect to the Securities of any series is appointed by Act of the Holders
of a majority in aggregate principal amount of the Outstanding Securities of
such series delivered to the Company and the retiring Trustee, the successor
Trustee so appointed shall, forthwith upon its acceptance of such appointment
in accordance with the applicable requirements of Section 611, become the
successor Trustee with respect to the Securities of such series and to that
extent supersede the successor Trustee appointed by the Company.  If no successor Trustee with respect to the
Securities of any series has been so appointed by the Company or the Holders
and accepted appointment in the manner required by Section 611, any Holder
who has been a bona fide Holder of a Security of such series for at least six
months may, subject to Section 514, on behalf of himself and all others
similarly situated, petition any court of competent jurisdiction for the
appointment of a successor Trustee with respect to the Securities of such
series.


 


(g)                                 The Company shall give notice of
each resignation and each removal of the Trustee with respect to the Securities
of any series and each appointment of a successor Trustee with respect to the
Securities of any series by mailing written notice of such event by first-class
mail, postage prepaid, to all Holders of Securities of such series entitled to
receive reports pursuant to Section 704(3) and, if any Unregistered
Securities are outstanding,


 


32

















 


by publishing notice of such event
once in an Authorized Newspaper in The City of New York and, if any
Unregistered Securities are listed on any securities exchange outside of the
United States, in the city in which such securities exchange is located.  Each notice shall include the name of the
successor Trustee with respect to the Securities of such series and the address
of its Corporate Trust Office.


 


(h)                                 All provisions of this Section except
subparagraph (d) and Section 611(b) (except for the last clause,
after omitting the words “after deducting all amounts owed to the retiring
Trustee pursuant to Section 607,” which shall apply) shall apply also to
any Paying Agent located outside the United States and its possessions.


 


SECTION 611.                    Acceptance of Appointment by Successor. 
(a)  In case of the appointment hereunder of a successor
Trustee with respect to the Securities of all series, every such successor
Trustee so appointed shall execute, acknowledge and deliver to the Company and
to the retiring Trustee an instrument accepting such appointment, and thereupon
the resignation or removal of the retiring Trustee shall become effective and
such successor Trustee, without any further act, deed or conveyance, shall
become vested with all the rights, powers, trusts and duties of the retiring
Trustee; but, on the request of the Company or the successor Trustee, such
retiring Trustee shall, upon payment of its charges, execute and deliver an
instrument transferring to such successor Trustee all the rights, powers and
trusts of the retiring Trustee and shall duly assign, transfer and deliver to
such successor Trustee all property and money held by such retiring Trustee
hereunder.


 


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


 


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


 


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


 


SECTION 612.                    Merger, Conversion, Consolidation or Succession to Business.  Any corporation into which the
Trustee may be merged or converted or with which it may be consolidated, or any
corporation resulting from any merger, conversion or consolidation to which the
Trustee shall be a party, or any corporation succeeding to all or substantially
all the corporate trust business of the Trustee, shall be the successor of the
Trustee hereunder, provided such
corporation shall be otherwise qualified and eligible under this Article,
without the execution or filing of any paper or any further act on the part of
any of the parties hereto.  In case any
Securities shall have been authenticated, but not delivered, by the Trustee
then in office, any successor by merger, conversion or consolidation to such
authenticating Trustee may adopt such authentication and deliver the Securities
so


 


33

















 


authenticated with the same effect as if such
successor Trustee had itself authenticated such Securities.  In case any Securities shall not have been
authenticated by such predecessor Trustee, any such successor Trustee may
authenticate and deliver such Securities, in either its own name or that of its
predecessor Trustee, with the full force and effect which this Indenture
provides for the certificate of authentication of the Trustee.


 


SECTION 613.                    Preferential Collection of Claims Against Company. The
Trustee shall comply with Trust Indenture Act § 311(a), excluding any
creditor relationship listed in Trust Indenture Act § 311(b).  A Trustee who has resigned or been removed
shall be subject to Trust Indenture Act § 311(a) to the extent
indicated therein.


 


SECTION 614.                    Appointment of Authenticating Agent. 
(a)  At any time when any of the Securities remain
Outstanding the Trustee may appoint an Authenticating Agent or Agents (which
may include any Person that owns, directly or indirectly, all of the capital
stock of the Trustee or a corporation that is a wholly-owned subsidiary of the
Trustee or of such other Person) with respect to one or more series of
Securities, or any Tranche thereof, that shall be authorized to act on behalf
of the Trustee to authenticate Securities of such series or Tranche issued upon
original issuance, exchange, registration of transfer or partial redemption
thereof or pursuant to Section 306, and Securities so authenticated shall
be entitled to the benefits of this Indenture and shall be valid and obligatory
for all purposes as if authenticated by the Trustee hereunder. If any
Unregistered Securities are outstanding, the Trustee shall publish notice of
such event once in an Authorized Newspaper in The City of New York and, if any
Unregistered Securities are listed on any securities exchange outside of the
United States, in the city in which such securities exchange is located.  Wherever reference is made in this Indenture
to the authentication and delivery of Securities by the Trustee or the
Trustee’s certificate of authentication, such reference shall be deemed to
include authentication and delivery on behalf of the Trustee by an
Authenticating Agent and a certificate of authentication executed on behalf of
the Trustee by an Authenticating Agent. 
Each Authenticating Agent shall be acceptable to the Company and shall
at all times be a corporation organized and doing business under the laws of
the United States of America, any state thereof or the District of Columbia,
authorized under such laws to act as Authenticating Agent, having a combined
capital and surplus of not less than $50,000,000 and subject to supervision or
examination by federal or state authority in the United States.  If such Authenticating Agent publishes
reports of condition at least annually, pursuant to law or to the requirements
of said supervising or examining authority, then for the purposes of this
Section, the combined capital and surplus of such Authenticating Agent shall be
deemed to be its combined capital and surplus as set forth in its most recent
report of condition so published.  If at
any time an Authenticating Agent ceases to be eligible in accordance with the
provisions of this Section, such Authenticating Agent shall resign immediately
in the manner and with the effect specified in this Section.


 


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


 


(c)                                  An Authenticating Agent may resign
with respect to one or more series of Securities at any time by giving written
notice thereof to the Trustee and to the Company.  The Trustee may at any time terminate the agency
of an Authenticating Agent with respect to one or more series of Securities by
giving written notice thereof to such Authenticating Agent and to the Company.
Upon receiving such a notice of resignation or upon such a termination, or in
case at any time such Authenticating Agent ceases to be eligible in accordance
with the provisions of this Section, the Trustee may appoint a successor
Authenticating Agent that is acceptable to the Company and shall provide notice
of such appointment to all Holders of Securities of the series or Tranche with
respect to which such Authenticating Agent will serve, as provided in paragraph
(a) of this Section.  Any successor
Authenticating Agent upon acceptance of its appointment hereunder shall become
vested with all the rights, powers and duties of its predecessor hereunder,
with like effect as if originally named as an Authenticating Agent.  No successor Authenticating Agent shall be
appointed unless eligible under the provisions of this Section.  An Authenticating Agent appointed pursuant to
this Section shall be entitled to rely on Sections 111, 308, 604 and 605
hereunder.


 


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(d)                                 The Trustee agrees to pay to each
Authenticating Agent from time to time reasonable compensation for its services
under this Section, and the Trustee shall be entitled to be reimbursed for such
payments, subject to the provisions of Section 607.


 


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


 


This is one of the Securities of the series designated
pursuant to and issued under the within-mentioned Indenture.


 


 


	
   

  	
   

  	
  [                         ]

  
	
   

  	
   

  	
       As
  Trustee

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By

  	
   

  
	
   

  	
   

  	
   

  	
  As
  Authenticating Agent on behalf of the Trustee

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By

  	
   

  
	
   

  	
   

  	
   

  	
  Authorized
  Officer of Authenticating Agent

  
	
   

  	
   

  	
   

  	
   

  
	
  Dated:

  	
   

  	
   

  	
   

  	
   

  
					



 


(f)                                    If all of the Securities of a series
may not be originally issued at one time, and if the Trustee does not have an
office capable of authenticating Securities upon original issuance located in a
Place of Payment where the Company wishes to have Securities of such series
authenticated upon original issuance, the Trustee, if so requested by the
Company in writing (which writing need not comply with Section 102 and
need not be accompanied by an Opinion of Counsel), shall appoint, in accordance
with this Section and in accordance with such procedures as shall be
acceptable to the Trustee, an Authenticating Agent (which, if so requested by
the Company, may be an Affiliate of the Company) having an office in a Place of
Payment designated by the Company with respect to such series of Securities.


 


ARTICLE SEVEN


 


HOLDERS’ LISTS AND REPORTS BY TRUSTEE AND COMPANY


 


SECTION 701.                    Company to Furnish Trustee Names and Addresses of Holders.  The Company will furnish or cause
to be furnished to the Trustee


 


(a)                                  semi-annually,
not later than the 15th day after each Regular Record Date for each series of
Registered Securities at the time Outstanding or on June 30 and December 31
of each year with respect to each series of Securities for which there are no
Regular Record Dates, a list, in such form as the Trustee may reasonably
require, containing all the information in the possession or control of the
Company, or any of its Paying Agents other than the Trustee, of the names and
addresses of the Holders of Registered Securities of such series, including
Holders of interests in Global Securities, as of such preceding Regular Record
Date or on June 15 or December 15, as the case may be, or, in the
case of a series of non-interest bearing Securities, on a date to be determined
as contemplated pursuant to Section 301(b), and


 


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


 


35

















 


excluding from
any such list names and addresses received by the Trustee in its capacity as
Security Registrar for Registered Securities other than Global Securities.


 


SECTION 702.                    Preservation of Information; Communications to Holders.  (a)  The Trustee shall
preserve, in as current a form as is reasonably practicable, the names and
addresses of Holders of Registered Securities contained in the most recent list
furnished to the Trustee as provided in Section 701 and the names and
addresses of Holders of Registered Securities received by the Trustee in its
capacity as Security Registrar or Paying Agent. 
The Trustee may destroy any list furnished to it as provided in Section 701
upon receipt of a new list so furnished.


 


(b)                                 If three or more Holders (herein
referred to as “applicants”) apply in writing to the Trustee, and furnish to
the Trustee reasonable proof that each such applicant has owned a Security for
a period of at least six months preceding the date of such application, and
such application states that the applicants desire to communicate with other
Holders with respect to their rights under this Indenture or under the
Securities and is accompanied by a copy of the form of proxy or other
communication that such applicants propose to transmit, then the Trustee shall,
within five business days after the receipt of such application, at its
election, either


 


(i)                                     afford such applicants access to the
information preserved at the time by the Trustee in accordance with Section 702(a),
or


 


(ii)                                  inform such applicants as to the
approximate number of Holders whose names and addresses appear in the
information preserved at the time by the Trustee in accordance with Section 702(a),
and as to the approximate cost of mailing to such Holders the form of proxy or
other communication, if any, specified in such application.


 


If the Trustee elects not to afford such applicants
access to such information, the Trustee shall, upon the written request of such
applicants, mail to each Holder whose name and address appear in the
information preserved at the time by the Trustee in accordance with Section 702(a) a
copy of the form of proxy or other communication that is specified in such
request, with reasonable promptness after a tender to the Trustee by the
applicants of the material to be mailed and of payment, or provision for the
payment, of the reasonable expenses of mailing, unless within five days after such
tender the Trustee shall mail to such applicants and file with the Commission,
together with a copy of the material to be mailed, a written statement to the
effect that, in the opinion of the Trustee, such mailing would be contrary to
the best interest of the Holders or would be in violation of applicable
law.  Such written statement shall
specify the basis of such opinion.  If
the Commission, after opportunity for a hearing upon the objections specified
in the written statement so filed, enters an order refusing to sustain any of
such objections or if, after the entry of an order sustaining one or more of
such objections, the Commission finds, after notice and opportunity for
hearing, that all the objections so sustained have been met and enters an order
so declaring, the Trustee shall mail copies of such material to all such
Holders with reasonable promptness after the entry of such order and the
renewal of such tender by such applicants; otherwise the Trustee shall be
relieved of any obligation or duty to such applicants respecting their
application.


 


(c)                                  Every Holder of Securities or
coupons, by receiving and holding the same, agrees with the Company and the
Trustee that neither the Company nor the Trustee nor any agent of either of
them shall be held accountable by reason of the disclosure of any such
information as to the names and addresses of the Holders in accordance with Section 702(b),
regardless of the source from which such information was derived, and that the
Trustee shall not be held accountable by reason of mailing any material
pursuant to a request made under Section 702(b).


 


SECTION 703.                    Reports by Trustee.  (a)  The Trustee
shall transmit to Holders such reports concerning the Trustee the Trustee and
its actions under this Indenture as may be required pursuant to the Trust
Indenture Act at the times and in the manner provided pursuant thereto.


 


(b)                                 Reports so required to be
transmitted at stated intervals of not more than 12 months shall be transmitted
no later than July 1 in each calendar year, commencing with the first July 1
after the first issuance of Securities pursuant to this Indenture.


 


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


 


SECTION 704.                    Reports by Company.  The
Company shall:


 


(1)                                  file
with the Trustee, within 15 days after the Company files the same with the
Commission, copies of the annual reports and of the information, documents and
other reports (or copies of such portions of any of the foregoing as the
Commission may from time to time by rules and regulations prescribe) that
the Company may be required to file with the Commission pursuant to Section 13
or Section 15(d) of the U.S. Securities Exchange Act of 1934; or, if
the Company is not required to file information, documents or reports pursuant
to either of said Sections, then it shall file with the Trustee and the
Commission, in accordance with rules and regulations prescribed from time
to time by the Commission, such of the supplementary and periodic information,
documents and reports that may be required pursuant to Section 13 of the
U.S. Securities Exchange Act of 1934 in respect of a security listed and
registered on a national securities exchange as may be prescribed from time to
time in such rules and regulations;


 


(2)                                  file
with the Trustee and the Commission, in accordance with rules and
regulations prescribed by the Commission, such additional information,
documents and reports with respect to compliance by the Company with the
conditions and covenants of this Indenture as may be required from time to time
by such rules and regulations; and


 


(3)                                  transmit
by mail to all Holders of Registered Securities, as their names and addresses
appear in the Security Register, to such Holders of Unregistered Securities as
have, within the two years preceding such transmission, filed their names and
addresses with the Trustee for that purpose and to each Holder whose name and
address is then preserved on the Trustee’s list pursuant to the first sentence
of Section 702(a), within 30 days after the filing thereof with the
Trustee, such summaries of any information, documents and reports required to
be filed by the Company pursuant to paragraphs (1) and (2) of this Section as
may be required by rules and regulations prescribed from time to time by
the Commission.


 


ARTICLE EIGHT


 


CONSOLIDATION, MERGER, CONVEYANCE OR TRANSFER


 


SECTION 801.                    Company May Consolidate, Etc. Only on Certain Terms.  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, unless:


 


(1)                                  either
(x) the Company shall be the continuing corporation or the successor
corporation or (y) the Person formed by such consolidation or into which
the Company is merged or the Person that acquires by conveyance, transfer or
lease the properties and assets of the Company substantially as an entirety
shall be a Person organized and existing under the laws of the United States of
America, any State thereof or the District of Columbia and shall expressly
assume, by an indenture supplemental hereto, executed and delivered to the
Trustee, in form satisfactory to the Trustee, the due and punctual payment of
the principal of and any premium and interest on all the Outstanding Securities
and the performance of every covenant of this Indenture on the part of the
Company to be performed or observed;


 


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


 


(3)                                  the
Company has delivered to the Trustee an Officer’s Certificate and an Opinion of
Counsel, each stating that such consolidation, merger, conveyance, transfer or
lease and such supplemental


 


37

















 


indenture comply with this Article and that all
conditions precedent herein provided for relating to such transaction have been
met.


 


SECTION 802.                    Successor Substituted for the Company. 
Upon any consolidation or merger or any conveyance, transfer
or lease of all or substantially all the properties and assets of the Company
in accordance with Section 801, the successor Person formed by such
consolidation or into which the Company is merged or to which such conveyance,
transfer or lease is made shall succeed to, and be substituted for, and may
exercise every right and power of, the Company under this Indenture with the
same effect as if such successor Person had been named as the Company herein
and thereafter, in the case of a conveyance, transfer or lease of properties
and assets of the Company substantially as an entirety, such conveyance,
transfer or lease shall have the effect of releasing the Person named as the
“Company” in the first paragraph of this instrument or any successor Person
that shall theretofore have become such in the manner prescribed in this Article from
its liability as obligor and maker on any of the Securities.


 


ARTICLE NINE


 


SUPPLEMENTAL INDENTURES


 


SECTION 901.                    Supplemental Indentures Without Consent of Holders.  Without the consent of any
Holders, the Company and the Trustee, at any time and from time to time, may
enter into one or more indentures supplemental hereto, in form satisfactory to
the Trustee, for any of the following purposes:


 


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


 


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


 


(3)                                  to
add any additional Events of Default with respect to all or any series of
Securities Outstanding hereunder; or


 


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


 


(5)                                  to
change or eliminate any of the provisions of this Indenture, or to add any new
provision to this Indenture, in respect of one or more series of Securities; provided, however, that
any such change, elimination or addition (A) shall neither (i) apply
to any Security Outstanding on the date of such indenture supplemental hereto
nor (ii) modify the rights of the Holder of any such Security Outstanding
with respect to such provision in effect prior to the date of such indenture
supplemental hereto or (B) shall become effective only when no Security of
such series remains Outstanding; or


 


(6)                                  to
add guarantees or collateral security with respect to the Securities of any
series; or


 


(7)                                  to
establish for the issuance of and establish the form or terms and conditions of
Securities of any series or Tranche thereof as permitted by Section 301(b),
and to establish the form of any certificates required to be furnished pursuant
to the terms of this Indenture or any series of Securities; or


 


(8)                                  to
provide for uncertificated Securities in addition to or in place of all, or any
series or Tranche of, certificated Securities; or


 


(9)                                  to
evidence and provide for the acceptance of appointment hereunder by a separate
or successor Trustee or co-trustee with respect to the Securities of one or
more series and to add to or change


 


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any of the provisions of this Indenture as shall be
necessary to provide for or facilitate the administration of the trusts
hereunder by more than one Trustee, pursuant to the requirements of Section 611(b);
or


 


(10)                            to
change any place or places where (a) the principal of or premium, if any,
or interest, if any, on all or any series of Securities, or any Tranche
thereof, shall be payable, (b) all or any series of Securities, or any
Tranche thereof, may be surrendered for registration or transfer, (c) all
or any series of Securities, or any Tranche thereof, may be surrendered for
exchange and (d) notices and demands to or upon the Company in respect of
all or any series of Securities, or any Tranche thereof, and this Indenture may
be served;


 


(11)                            to
supplement any of the provisions of this Indenture to such extent as shall be
necessary to permit or facilitate the defeasance and discharge of any series of
Securities, or any Tranche thereof, pursuant to Article Four, provided
that any such action shall not adversely affect the interests of the Holders of
Securities of such series or Tranche or any other series of Securities in any
material respect;


 


(12)                            (i) to
cure any ambiguity or to correct or supplement any provision contained herein
or in any supplemental indenture that may be defective or inconsistent with any
other provision contained herein or in any supplemental indenture or (ii) to
conform the terms of any series of Securities, or Tranche thereof, to the
description thereof in the prospectus and prospectus supplement (or similar
offering document) offering such series of Securities, or Tranche thereof; or


 


(13)                            to
make any other provisions with respect to matters or questions arising under
this Indenture, provided such action shall not
adversely affect the interests of the Holders of any Securities of any series
or Tranche Outstanding on the date of such indenture supplemental hereto.


 


Without limiting the
generality of the foregoing, if the Trust Indenture Act as in effect at the
date of the execution and delivery of this Indenture or at any time thereafter
becomes amended and


 


(x)                                   if
any such amendment requires one or more changes to any provisions hereof or the
inclusion herein of any additional provisions, or by operation of law is deemed
to effect such changes or incorporate such provisions by reference or
otherwise, this Indenture shall be deemed to have been amended so as to conform
to such amendment to the Trust Indenture Act, and the Company and the Trustee may,
without the consent of any Holders, enter into an indenture supplemental hereto
to effect or evidence such changes or additional provisions; or


 


(y)                                 if
any such amendment permits one or more changes to, or the elimination of, any
provisions hereof that, at the date hereof or at any time thereafter, are
required by the Trust Indenture Act to be contained herein (or if it is no
longer required by the Trust Indenture Act for the Indenture to contain one or
more provisions), this Indenture shall be deemed to have been amended to effect
such changes or elimination, and the Company and the Trustee may, without the
consent of any Holders, enter into an indenture supplemental hereto to evidence
such amendment hereof; or


 


(z)                                   if,
by reason of any such amendment, it shall be no longer necessary for this
Indenture to contain one or more provisions that, at the date of the execution
and delivery hereof, are required by the Trust Indenture Act to be contained
herein, the Company and the Trustee may, without the consent of any Holders,
enter into an indenture supplemental hereto to effect the elimination of such
provisions.


 


SECTION 902.                    Supplemental Indentures With Consent of Holders.  (a)  Except as set forth in
paragraph (b) below, with the consent of the Holders of not less than a
majority in aggregate principal amount of the Outstanding Securities of each
series affected (voting as one class) by such supplemental indenture, by Act of
said Holders delivered to the Company and the Trustee, the Company, when
authorized by a resolution of its Board of Directors (which resolution may
provide general terms or parameters for such action and may provide that the
specific terms of such action may be determined in accordance with or pursuant
to a Company Order), and the Trustee may, from time to time and at any time,
enter into an indenture or indentures supplemental hereto for the purpose of
adding any provisions to or changing in any manner or eliminating any of the
provisions of this Indenture or of any supplemental indenture or of modifying
in any manner the rights of the Holders of the Securities of each


 


39

















 


such series or of the Coupons appertaining to such
Securities or of modifying in any manner the rights of the Holders of
Securities of such series under this Indenture; provided,
however, that if there are Securities of more than one series of
equal ranking Outstanding hereunder and if a proposed supplemental indenture
shall directly affect the rights of the Holders of Securities of one or more,
but less than all, of such series, then the consent only of the Holders of not
less than a majority in aggregate principal amount of the Outstanding
Securities of all series so directly affected, considered as one class, shall
be required.


 


(b)                                 No such supplemental indenture
shall, without the consent of the Holder of each Outstanding Security affected
thereby,


 


(1)                                  change
the Stated Maturity of the principal of, or any installment of principal of or
interest on, any Security, or reduce the principal amount or premium, if any,
thereof or the rate of interest thereon (or the amount of any installment of
interest thereon) or any premium payable upon the redemption thereof, or change
the method of calculating the rate of interest thereon, or reduce the amount of
the principal of an Original Issue Discount Security that would be due and
payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 502,
or change the coin or currency (or other property) in which, any Security or
any premium or the interest thereon is payable, or impair the right to
institute suit for the enforcement of any such payment on or after the Stated
Maturity thereof (or, in the case of redemption, on or after the Redemption
Date, or, in the case of repayment at the option of the Holders, on or after
the Repayment Date), or modify any provisions of this Indenture with respect to
the conversion or exchange of the Securities into Securities of another series
or into any other debt or equity securities in a manner adverse to the Holders,
or


 


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


 


(3)                                  modify
any of the provisions of this Section, Section 513 or Section 1008,
except to increase any such percentage or to provide that certain other
provisions of this Indenture cannot be modified or waived without the consent
of the Holder of each Outstanding Security affected thereby, provided, however, that
this clause shall not be deemed to require the consent of any Holder with
respect to changes in the references to “the Trustee” and concomitant changes
in this Section and Section 1008, or the deletion of this proviso, in
accordance with the requirements of Sections 611(b) and 901(9).


 


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


 


It shall not be necessary
for any Act of Holders under this Section to approve the particular form
of any proposed supplemental indenture, but it shall be sufficient if such Act
shall approve the substance thereof.  A
waiver by a Holder of such Holder’s rights to consent under this Section shall
be deemed to be a consent of such Holder.


 


SECTION 903.                    Execution of Supplemental Indentures. 
In executing, or accepting the additional trusts created by,
any supplemental indenture permitted by this Article or the modifications
thereby of the trusts created by this Indenture, the Trustee shall be entitled
to receive, and (subject to Section 601) shall be fully protected in
relying upon, an Opinion of Counsel stating that the execution of such
supplemental indenture is authorized or permitted by this Indenture.  The Trustee may, but shall not be obligated
to, enter into any such supplemental indenture that affects the Trustee’s own
rights, duties or immunities under this Indenture or otherwise.


 


SECTION 904.                    Effect of Supplemental Indentures. 
Upon the execution of any supplemental indenture under this
Article, this Indenture shall be modified in accordance therewith, and such
supplemental indenture shall form a part of this Indenture for all purposes;
and every Holder of Securities theretofore or thereafter authenticated and
delivered hereunder shall be bound thereby. 
Any supplemental indenture permitted by this Article


 


40

















 


may restate this
Indenture in its entirety, and, upon the execution and delivery thereof, any
such restatement shall supersede this Indenture as theretofore in effect for
all purposes.


 


SECTION 905.                    Conformity With Trust Indenture Act. 
Every supplemental indenture executed pursuant to this Article shall
conform to the requirements of the Trust Indenture Act as then in effect.


 


SECTION 906.                    Reference in Securities to Supplemental Indentures.  Securities of any series, or any
Tranche thereof, authenticated and delivered after the execution of any
supplemental indenture pursuant to this Article may, and shall if required
by the Trustee, bear a notation in form approved by the Trustee as to any
matter provided for in such supplemental indenture.  If the Company so determines, new Securities
of any series, or any Tranche thereof, and any appertaining coupons so modified
as to conform, in the opinion of the Trustee and the Company, to any such
supplemental indenture may be prepared and executed by the Company and
authenticated and delivered by the Trustee in exchange for Outstanding
Securities of such series or Tranche and any appertaining coupons.


 


SECTION 907.                    Revocation and Effect of Consents. 
Until an amendment or 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 on which the Trustee receives an Officer’s Certificate
certifying that the Holders of the requisite principal amount of Securities
have consented to the amendment or waiver. After an amendment or waiver becomes
effective, it shall bind every Holder of each series of Securities affected by
such amendment or waiver.


 


The Company may, but
shall not be obligated to, fix a record date for the purpose of determining the
Holders entitled to consent to any amendment or waiver.  If a record date is fixed, then
notwithstanding the provisions of the immediately preceding paragraph, those
persons who were Holders at such record date (or their duly designated
proxies), and only those persons, shall be entitled to consent to such
amendment or waiver or to revoke any consent previously given, whether or not
such persons continue to be Holders after such record date.


 


After an amendment or
waiver becomes effective it shall bind every Holder, unless it is of the type described
in any of clauses (1) through (3) of Section 902(c).  In such case, the amendment or waiver shall
bind each Holder of a Security who has consented to it and every subsequent
Holder of a Security that evidences the same debt as the consenting Holder’s
Security.


 


SECTION 908.                    Modification Without Supplemental Indenture.  If the terms of any particular
series of Securities have been established in a Board Resolution or an
Officer’s Certificate as contemplated by Section 301, and not in an
indenture supplemental hereto, additions to, changes in or the elimination of
any of such terms may be effected by means of a supplemental Board Resolution
or Officer’s Certificate, as the case may be, delivered to, and accepted by,
the Trustee; provided, however, that such
supplemental Board Resolution or Officer’s Certificate shall not be accepted by
the Trustee or otherwise be effective unless all conditions set forth in this
Indenture that would be required to be satisfied if such additions, changes or
elimination were contained in a supplemental indenture shall have been
appropriately satisfied.  Upon the
acceptance thereof by the Trustee, any such supplemental Board Resolution or
Officer’s Certificate shall be deemed to be a “supplemental indenture” for
purposes of Sections 904 and 906.


 


ARTICLE TEN


 


COVENANTS


 


SECTION 1001.              Payment of
Principal, Premium and Interest.  (a) 
Subject to the following provisions, the Company will pay to the Trustee the
amounts, in such coin or currency as is at the time legal tender for the
payment of public or private debt, in the manner, at the times and for the
purposes set forth herein and in the text of the Securities for each series,
and the Company hereby authorizes and directs the Trustee from funds so paid to
it to make or cause to be made payment of the principal of and any premium and
interest on the Securities and


 


41

















 


coupons of each series as set forth herein and in the
text of such Securities and coupons. 
Unless otherwise provided in the Securities of a series, the Trustee
will arrange directly with any Paying Agents for the payment, or the Trustee
will make payment, from funds furnished by the Company, of the principal of and
any premium and interest, on the Securities and coupons of each series by check
or draft.


 


(b)                                 Unless otherwise provided in the
Securities of a series, interest, if any, on Registered Securities of a series
shall be paid by check or draft on each Interest Payment Date for such series
to the Holder thereof at the close of business on the Regular Record Date
specified in the Securities of such series; provided, however, that interest payable at Maturity will be paid to
the Person to whom principal is payable. 
The Company may pay such interest by check or draft mailed to such
Holder’s address as it appears on the register for Securities of such
series.  Unless otherwise provided in the
Securities of a series, principal of Registered Securities shall be payable by
check or draft and only against presentation and surrender of such Registered
Securities at the office of the Paying Agent, unless the Company shall have
otherwise instructed the Trustee in writing.


 


(c)                                  Unless otherwise provided in the
Securities of a series, (i) interest, if any, on Unregistered Securities
shall be paid by check or draft and only against presentation and surrender of
the coupons for such interest installments as are evidenced thereby as they
mature and (ii) original issue discount (as defined in Section 1273
of the Code), if any, on Unregistered Securities shall be paid by check or
draft and only against presentation and surrender of such Securities, in either
case at the office of a Paying Agent located outside of the United States and
its possessions, unless the Company has otherwise instructed the Trustee in an
Officer’s Certificate.  Unless otherwise
provided in the Securities of a series, principal of and premium, if any, of
Unregistered Securities shall be paid by check or draft and only against
presentation and surrender of such Securities as provided in the Securities of
a series.  If at the time a payment of
principal of and premium, if any, or interest, if any, or original issue
discount, if any, on an Unregistered Security or coupon becomes due and the
payment of the full amount so payable at the office or offices of all the
Paying Agents outside the United States and its possessions is illegal or
effectively precluded because of the imposition of exchange controls or other
similar restrictions on the payment of such amount in United States currency,
then the Company may instruct the Trustee in an Officer’s Certificate to make
such payments at the office of a Paying Agent located in the United
States.  The Company hereby covenants and
agrees that it shall not so instruct the Trustee with respect to payment in the
United States if such payment would cause such Unregistered Security to be
treated as a “registration-required obligation” under United States law and
regulations.


 


(d)                                 At the election of the Company, any
payments by the Company provided for in this Indenture or in any of the
Securities may be made by electronic funds transfer.


 


SECTION 1002.              Maintenance
of Office or Agency.  (a) 
The Company will maintain in each Place of Payment for any series of
Securities, or any Tranche thereof, an office or agency where Registered
Securities, or any Tranche thereof, of that series may be surrendered for
registration of transfer or exchange and a Place of Payment where (subject to
Sections 305 and 307) Securities may be presented for payment or exchange and
where notices and demands to or upon the Company in respect of the Securities
of that series and this Indenture may be served.  Unless otherwise specified pursuant to Section 301(b) with respect
to any such series, the Company shall maintain such offices or agencies in
connection with each series in the Borough of Manhattan, The City of New York,
State of New York.  With respect to any
series of Securities issued in whole or in part as Unregistered Securities, the
Company shall maintain one or more Paying Agents located outside the United
States and its possessions and shall maintain such Paying Agents for a period
of one year after the principal of such Unregistered Securities has become due
and payable.  During any period thereafter
for which it is necessary in order to conform to United States tax law or
regulations, the Company will maintain a Paying Agent outside the United States
and its possessions to which the Unregistered Securities or coupons
appertaining thereto may be presented for payment and will provide the
necessary funds therefor to such Paying Agent upon reasonable notice.  The Security Registrar shall keep a register
with respect to each series of Securities issued in whole or in part as
Registered Securities and to their transfer and exchange.  The Company may appoint one or more
co-Security Registrars acceptable to the Trustee and one or more additional
Paying Agents for each series of Securities, and the Company may terminate the
appointment of any co-Security Registrar or Paying Agent at any time upon
written notice.  The term “Security
Registrar” includes any co-Security Registrar. 
The term “Paying Agent” includes any additional Paying Agent.  The Company shall notify the Trustee of the
name and address of any Agent not a party to this Indenture.  Subject to Section 305, if the Company
fails to maintain a Security Registrar or Paying Agent, the Trustee shall act
as such.


 


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The Company will give
prompt written notice to the Trustee of the location, and any change in the
location, of such office or agency.  If
at any time the Company fails to maintain any such required office or agency or
fails to furnish the Trustee with the address thereof, such presentations,
surrenders, notices and demands may be made or served at the Corporate Trust
Office of the Trustee, and the Company hereby appoints the Trustee as its agent
to receive all such presentations, surrenders, notices and demands.


 


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


 


(c)           Anything herein to the contrary
notwithstanding, any office or agency required by this Section may be
maintained at any office of the Company in which event the Company shall
perform all functions to be performed at such office or agency.


 


SECTION 1003.     Money for Securities
Payments to Be Held in Trust.  (a) 
If the Company at any time acts as its own Paying Agent with respect to any
series of Securities, or any Tranche thereof, it will, on or before each due
date of the principal of or any premium or interest on any of such Securities,
segregate and hold in trust for the benefit of the Persons entitled thereto a
sum sufficient to pay the principal (and premium, if any) or interest so
becoming due until such sums are paid to such Persons or otherwise disposed of
as herein provided and will promptly notify the Trustee of its action or
failure so to act.


 


(b)           Whenever the Company has one or more
Paying Agents for any series of Securities, it will, on or prior to (and if on,
then before 11:00 a.m. (New York City time)) each due date of the
principal of and any premium or interest on such Securities, deposit with a
Paying Agent a sum sufficient (in immediately available funds, if payment is
made on the due date) to pay the principal and any premium and interest so
becoming due, such sum to be held in trust for the benefit of the Persons
entitled to such principal, premium or interest as provided in the Trust
Indenture Act and (unless such Paying Agent is the Trustee) the Company will
promptly notify the Trustee of its action or failure so to act.


 


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


 


(i)            comply with the provisions of the
Trust Indenture Act applicable to it as a Paying Agent and


 


(ii)           during the continuance of any default
by the Company (or any other obligor upon the Securities of that series) in the
making of any payment in respect of the Securities of that series, upon the written
request of the Trustee, forthwith pay to the Trustee all sums held in trust by
such Paying Agent for payment in respect of the Securities of that series


 


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


 


(e)           Any money deposited with the Trustee
or any Paying Agent, or received by the Trustee in respect of Eligible
Obligations deposited with the Trustee pursuant to Section 401 or 404, or
then held by the Company, in trust for the payment of the principal of and any
premium or interest on any Security of any series and remaining unclaimed for
two years (or such shorter period for the return of such funds to the Company
under


 


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applicable
abandoned property laws) after such principal, premium or interest has become
due and payable shall be paid to the Company on Company Request, or (if then
held by the Company) shall be discharged from such trust; and the Holder of
such Security shall thereafter, as an unsecured general creditor, look only to
the Company for payment thereof, and all liability of the Trustee or such
Paying Agent with respect to such trust money, and all liability of the Company
as trustee thereof, shall thereupon cease.


 


SECTION 1004.     Statement as to
Compliance.  The Company will
deliver to the Trustee, within 120 days after the end of each fiscal year of
the Company ending after the date hereof, a written statement, which need not
comply with Section 102, signed by the principal executive officer, the
principal financial officer or the principal accounting officer of the Company
stating, as to each signer thereof stating whether or not to the knowledge of
the signers thereof it is in default in the performance and observance of any
of the terms, provisions, and conditions of this Indenture (without regard to
any period of grace or requirement of notice provided hereunder) and, if it is
in default, specifying all such defaults and the nature and status thereof of
which they may have knowledge.


 


SECTION 1005.     Corporate Existence.  Subject to Article Eight, the
Company will do or cause to be done all things necessary to preserve and keep
in full force and effect its corporate existence, rights (charter and
statutory) and franchises; provided, however,
that the Company shall not be required to preserve any such right or franchise
if, in the judgment of the Company, the preservation thereof is no longer
desirable in the conduct of the business of the Company.


 


SECTION 1006.     Waiver of Certain Covenants.  Except
as otherwise specified as contemplated by Section 301 for Securities of
such series, the Company may, with respect to the Securities of any series,
omit in any particular instance to comply with any term, provision or condition
set forth in (i) any additional covenants or restrictions specified with
respect to the Securities of any series as contemplated by Section 301 if
before the time for such compliance the Holders of not less than a majority in
aggregate principal amount (or such larger proportion as may be required in
respect of waiving a past default of any such additional covenant or
restriction) of the Outstanding Securities of all series of equal ranking with
respect to which such covenant or restriction was so specified, considered as
one class, by Act of such Holders, either waive such compliance in such
instance or generally waive compliance with such term, provision or condition
and (ii) Sections 1002 and 1004 and Article Eight if before the time
for such compliance the Holders of at least a majority in principal amount of
Securities of all series of equal ranking Outstanding under this Indenture by
Act of such Holders, either waive such compliance in such instance or generally
waive compliance with such term, provision or condition; but, in the case of
clause (i) or (ii) of this Section, no such waiver shall extend to or
affect such term, provision or condition except to the extent so expressly
waived,  and, until such waiver becomes
effective, the obligations of the Company and the duties of the Trustee in
respect of any such term, provision or condition shall remain in full force and
effect.


 


ARTICLE ELEVEN



REDEMPTION OF SECURITIES


 


SECTION 1101.     Applicability of
Article.  Securities of any
series that are redeemable before their Stated Maturity (or, if the principal
of the Securities of any series is payable in installments, the Stated Maturity
of the final installment of the principal thereof) shall be redeemable in
accordance with their terms and (except as otherwise specified as contemplated
by Section 301(b) for Securities of any series) in accordance with
this Article.


 


SECTION 1102.     Election to Redeem; Notice
to Trustee.  The election of
the Company to redeem any Securities shall be evidenced by a Board Resolution
or an Officer’s Certificate.  In case of
any redemption at the election of the Company of less than all the Securities
of any series, the Company shall, at least 45 days prior to the Redemption Date
fixed by the Company (unless a shorter notice is satisfactory to the Trustee in
its sole discretion), notify the Trustee of such Redemption Date and of the
principal amount of Securities of such series to be redeemed.  In the case of any redemption of Securities (a) prior
to the expiration of any restriction on such redemption provided in the terms
of such Securities or elsewhere in this Indenture, or (b) pursuant to an
election of the Company that is subject to a condition specified in the terms
of such Securities the Company shall furnish the Trustee with an Officer’s
Certificate evidencing compliance with such restriction.


 


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SECTION 1103.     Selection by Trustee of
Securities to Be Redeemed.  If
less than all the Securities of any series are to be redeemed, unless the
procedures of the Depositary provide otherwise, the particular Securities to be
redeemed shall be selected by the Trustee, from the Outstanding Securities of
such series not previously called for redemption, by such method as is provided
for any particular series, or, in the absence of any such provision, by such
method as the Trustee deems fair and appropriate and which may provide for the
selection for redemption of portions (equal to the minimum authorized
denomination for Securities of that series or any integral multiple thereof) of
the principal amount of Securities of such series of a denomination larger than
the minimum authorized denomination for Securities of that series; provided, however, that
if, as indicated in an Officer’s Certificate, the Company has offered to
purchase all or any principal amount of the Securities then Outstanding of any
series, and less than all of such Securities as to which such offer was made
have been tendered to the Company for such purchase, the Trustee, if so
directed by Company Order, shall select for redemption all or any principal
amount of such Securities that have not been so tendered.


 


The Trustee shall
promptly notify the Company and the Security Registrar in writing of the
Securities selected for redemption and, in the case of any Securities selected
for partial redemption, the principal amount thereof to be redeemed and the
method it has chosen for the selection of such Securities.


 


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


 


SECTION 1104.     Notice of Redemption.  Unless otherwise specified as
contemplated by Section 301 with respect to any series of Securities,
notice of redemption shall be given by electronic transmission or first-class
mail, postage prepaid, mailed not less than 30 nor more than 60 days prior to
the Redemption Date, to each Holder of Securities to be redeemed, at such
Holder’s address appearing in the Security Register.


 


If Unregistered
Securities are to be redeemed, notice of redemption shall be published in an
Authorized Newspaper in The City of New York and, if such Securities to be redeemed
are listed on any securities exchange outside of the United States, in the city
in which such securities exchange is located, or in such other city or cities
as may be specified in the Securities, once in each of two different calendar
weeks, the first publication to be not less than 30 nor more than 90 days
before the redemption date.


 


All notices of redemption
shall state:


 


(1)           the Redemption Date,


 


(2)           the Redemption Price, or the formula
pursuant to which the Redemption Price is to be determined if the Redemption
Price cannot be determined at the time notice is given,


 


(3)           if less than all the Outstanding
Securities of any series are to be redeemed, the identification (and, in the
case of partial redemption, the principal amounts) of the particular Securities
to be redeemed, and the portion of the principal amount of any Security to be
redeemed in part and, in the case of any such Security of such series to be
redeemed in part, that, on and after the Redemption Date, upon surrender of
such Security, a new Security or Securities of such series in principal amount
equal to the remaining unpaid principal amount thereof will be issued as
provided in Section 1106,


 


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


 


(5)           the place or places where such
Securities and all unmatured coupons are to be surrendered for payment of the
Redemption Price and accrued interest, if any,


 


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


 


45

















 


(7)           the CUSIP, “ISIN” or similar  number(s), if any, assigned to such
Securities; provided however, that such notice may
state that no representation is made as to the correctness of CUSIP, “ISIN” or
similar number(s), and the redemption of such Securities shall not be affected
by any defect in or omission of such number(s), and


 


(8)           such other matters as the Company shall
deem desirable or appropriate.


 


Unless otherwise
specified with respect to any Securities in accordance with Section 301,
with respect to any notice of redemption of Securities at the election of the
Company, unless, upon the giving of such notice, such Securities are deemed to
have been paid in accordance with Section 401, such notice may state that
such redemption shall be conditional upon the receipt by the Paying Agent or
Agents for such Securities, on or prior to the date fixed for such redemption,
of money sufficient to pay the principal of and premium, if any, and interest,
if any, on such Securities and that if such money has not been so received such
notice shall be of no force or effect and the Company shall not be required to
redeem such Securities. In the event that such notice of redemption contains
such a condition and such money is not so received, the redemption shall not be
made and within a reasonable time thereafter notice shall be given, in the
manner in which the notice of redemption was given, that such money was not so
received and such redemption was not required to be made, and the Paying Agent
or Agents for the Securities otherwise to have been redeemed shall promptly
return to the Holders thereof any of such Securities that had been surrendered
for payment upon such redemption.


 


Notice of redemption of
Securities to be redeemed at the election of the Company, and any notice of
non-satisfaction of a condition for redemption as aforesaid, shall be given by
the Company or, at the Company’s request, by the Security Registrar in the name
and at the expense of the Company. Notice of mandatory redemption of Securities
shall be given by the Security Registrar in the name and at the expense of the
Company.


 


SECTION 1105.     Securities Payable on
Redemption Date.  (a) 
Notice of redemption having been given as aforesaid, and the conditions, if
any, set forth in such notice having been satisfied, the Securities or portions
thereof so to be redeemed shall, on the Redemption Date, become due and payable
at the Redemption Price therein specified, and from and after such date (unless
the Company defaults in the payment of the Redemption Price and accrued
interest, if any) such Securities, or portions thereof, if interest-bearing,
shall cease to bear interest.  Upon
surrender of any such Security together with all unmatured coupons for
redemption in accordance with said notice, such Security or portion thereof, if
any, shall be paid by the Company at the Redemption Price, together with
accrued interest, if any, to the Redemption Date but in the case of
Unregistered Securities installments of interest due on or prior to the
Redemption Date will be payable to the bearers of the coupons for such interest
by check or draft upon surrender of such coupons; provided,
however, 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 as such at the
close of business on the relevant Regular Record Dates according to their terms
and the provisions of Section 307.


 


(b)           If any Security called for redemption
shall not be so paid upon surrender thereof for redemption, the principal and
any premium shall, until paid, bear interest from the Redemption Date at the
rate prescribed therefor in the Security.


 


SECTION 1106.     Securities Redeemed in
Part.  Any Security that is to
be redeemed only in part shall be surrendered at a Place of Payment therefor
(with, if the Company or the Trustee so requires, due endorsement by, or a
written instrument of transfer in form satisfactory to the Company and the
Trustee duly executed by, the Holder thereof or his or her attorney duly
authorized in writing), and the Company shall execute, and the Trustee shall
authenticate and deliver to the Holder of such Security without service charge,
a new Security or Securities of the same series, of any authorized denomination
as requested by such Holder, and of like tenor and in aggregate principal
amount equal to and in exchange for the unredeemed portion of the principal of
the Security so surrendered.


 


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ARTICLE TWELVE



REPAYMENT OF SECURITIES AT OPTION OF HOLDERS


 


SECTION 1201.     Applicability of
Article.  Securities of any
series that are repayable before their Stated Maturity at the option of the
Holders shall be repayable in accordance with their terms and (except as
otherwise specified as contemplated by Section 301 for Securities of any
series) in accordance with this Article.


 


SECTION 1202.     Notice of Repayment
Date.  Notice of any Repayment
Date with respect to Securities of any series shall be given by the Company not
less than 30 nor more than 45 days prior to such Repayment Date (or at such
other times as may be specified for such repayment or repurchase pursuant to Section 301) to each Holder of
Securities of such series in accordance with Section 106 (except as
otherwise specified as contemplated by Section 301 for Securities of any
series).


 


The notice as to the Repayment Date shall state
(unless otherwise specified for such repayment or repurchase pursuant to Section 301):


 


(1)           the Repayment Date;


 


(2)           the principal amount of the
Securities required to be repaid or repurchased and the Repayment Price (or the
formula pursuant to which the Repayment Price is to be determined if the
Repayment Price cannot be determined at the time the notice is given);


 


(3)           the place or places where such
Securities are to be surrendered for payment of the Repayment Price, and accrued
interest, if any, and the date by which Securities must be so surrendered in
order to be repaid or repurchased;


 


(4)           that any Security not tendered or
accepted for payment shall continue to accrue interest;


 


(5)           that, unless the Company defaults in
making such payment or the Paying Agent is prohibited from paying such money to
the Holders on that date pursuant to the terms of this Indenture, Securities
accepted for payment pursuant to any such offer of repayment or repurchase
shall cease to accrue interest after the Repayment Date;


 


(6)           that Holders electing to have a
Security repaid or purchased pursuant to such offer may elect to have all or
any portion of such Security purchased;


 


(7)           that Holders electing to have a
Security repaid or repurchased pursuant to any such offer shall be required to
surrender the Security, with such customary documents of surrender and transfer
as the Company may reasonably request, duly completed, or transfer by
book-entry transfer, to the Company or the Paying Agent at the address
specified in the notice at least two Business Days prior to the Repayment Date;


 


(8)           that Holders shall be entitled to
withdraw their election if the Company or the Paying Agent, as the case may be,
receives, not later than the expiration of the offer to repay or repurchase, a
telegram, facsimile transmission or letter setting forth the name of the
Holder, the principal amount of the Security the Holder delivered for purchase
and a statement that such Holder is withdrawing its election to have such
Security purchased;


 


(9)           that, in the case of a repayment or
repurchase of less than all Outstanding Securities of a series, the method of
selection of Securities to be repaid or repurchased to be applied by the
Trustee if the principal amount of properly tendered Securities exceeds the
principal amount of the Securities to be repaid or repurchased;


 


47

















 


(10)         that Holders whose Securities are
purchased only in part shall be issued new Securities of the same series equal
in principal amount to the unpurchased portion of the Securities surrendered
(or transferred by book-entry transfer); and


 


(11)         the CUSIP or other identification
number, if any, printed on the Securities being repurchased and that no
representation is made as to the correctness or accuracy of the CUSIP or other
identification number, if any, listed in such notice or printed on the
Securities.


 


SECTION 1203.     Securities Payable on
Repayment Date.  The form of
option to elect repurchase or repayment having been delivered as specified in
the form of Security for such series, the Securities of such series so to be
repaid (after application of the method of selection described pursuant to
clause (9) of Section 1202, if the principal amount of properly tendered
Securities exceeds the principal amount of the Securities to be repaid or
repurchased) shall, on the Repayment Date, become due and payable at the
Repayment Price applicable thereto and from and after such date (unless the
Company defaults in the payment of the Repayment Price and accrued interest)
such Securities shall cease to bear interest. 
Upon surrender of any such Security for repayment in accordance with
said notice, such Security shall be paid by the Company at the Repayment Price
together with accrued interest, if any, to the Repayment Date; provided, however, that if a Security is repaid or
repurchased on or after a Regular Record Date but on or prior to the Stated
Maturity of any installments of interest, then any accrued and unpaid interest
due on such Stated Maturity shall be payable to the Holders of such Securities,
or one or more Predecessor Securities, registered as such at the close of
business on the relevant Regular Record Dates according to their terms and the
provisions of Section 307.


 


If any Security is not
paid upon surrender thereof for repayment, the principal (and premium, if any)
shall, until paid, bear interest from the Repayment Date at the rate prescribed
therefor in such Security.


 


SECTION 1204.     Securities Repaid in Part.  Any Security that by its terms may
be repaid in part at the option of the Holder and that is to be repaid only in
part shall be surrendered at any office or agency of the Company designated for
that purpose pursuant to Section 1002 (with, if the Company or the Trustee
so requires, due endorsement by, or a written instrument of transfer in form
satisfactory to the Company and the Trustee duly executed by, the Holder
thereof or his or her attorney duly authorized in writing), and the Company
shall execute, and the Trustee shall authenticate and deliver to the Holder of
such Security without service charge, a new Security or Securities of the same
series, as provided in Section 305, of any
authorized denomination as requested by such Holder, in aggregate principal
amount equal to and in exchange for the unrepaid portion of the principal of
the Security so surrendered.


 






 


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


 


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


 


 


	
   

  	
   

  	
  INCYTE CORPORATION

  
	
   

  	
   

  	
   

  
	
  [CORPORATE SEAL]

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
  Attest:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Secretary

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  [TRUSTEE]

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


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