EXHIBIT
4.2


 


FORM OF SUBORDINATED INDENTURE


 


	
   

  



 


MOMENTA PHARMACEUTICALS, INC.,


 


ISSUER


 


and


 


[                  
],


 


TRUSTEE


 






 


INDENTURE


 


Dated as of [                ], 20[  ]


 






 


Subordinated Debt Securities


	
   

  



 

















 


CROSS-REFERENCE TABLE(1)


 


	
  Section of 

  Trust Indenture Act 

  of 1939, as amended

  	
   

  	
  Section of
  

  Indenture

  
	
   

  	
   

  	
   

  
	
  310(a)

  	
   

  	
  7.09

  
	
  310(b)

  	
   

  	
  7.08

  
	
   

  	
   

  	
  7.10

  
	
  310(c)

  	
   

  	
  Inapplicable

  
	
  311(a)

  	
   

  	
  7.13

  
	
  311(b)

  	
   

  	
  7.13

  
	
  311(c)

  	
   

  	
  Inapplicable

  
	
  312(a)

  	
   

  	
  5.01 

  
	
   

  	
   

  	
  5.02(a)

  
	
  312(b)

  	
   

  	
  5.02(c)

  
	
  312(c)

  	
   

  	
  5.02(c)

  
	
  313(a)

  	
   

  	
  5.04(a)

  
	
  313(b)

  	
   

  	
  5.04(b)

  
	
  313(c)

  	
   

  	
  5.04(a)

  
	
   

  	
   

  	
  5.04(b)

  
	
  313(d)

  	
   

  	
  5.04(b) 

  
	
   

  	
   

  	
  5.04(c)

  
	
  314(a)

  	
   

  	
  5.03 

  
	
   

  	
   

  	
  13.05(c)

  
	
  314(b)

  	
   

  	
  Inapplicable

  
	
  314(c)

  	
   

  	
  13.05

  
	
  314(d)

  	
   

  	
  Inapplicable

  
	
  314(e)

  	
   

  	
  13.05

  
	
  314(f)

  	
   

  	
  Inapplicable

  
	
  315(a)

  	
   

  	
  7.01(b)

  
	
   

  	
   

  	
  7.02

  
	
  315(b)

  	
   

  	
  5.04(d)

  
	
  315(c)

  	
   

  	
  7.01

  
	
  315(d)

  	
   

  	
  7.01

  
	
   

  	
   

  	
  7.02

  
	
  315(e)

  	
   

  	
  6.07

  
	
  316(a)

  	
   

  	
  6.06

  
	
   

  	
   

  	
  8.04

  
	
  316(b)

  	
   

  	
  6.04

  
	
  316(c)

  	
   

  	
  8.01

  
	
  317(a)

  	
   

  	
  6.02

  
	
  317(b)

  	
   

  	
  4.03

  
	
  318(a)

  	
   

  	
  13.06

  



 






(1)                     This
Cross-Reference Table does not constitute part of the Indenture and shall not
have any bearing on the interpretation of any of its terms or provisions.


 

















 


TABLE OF CONTENTS(2)


 


	
   

  	
   

  	
   

  	
  Page

  
	
   

  	
   

  	
   

  
	
  ARTICLE I DEFINITIONS

  	
   

  	
  1

  
	
   

  	
   

  	
   

  	
   

  
	
  SECTION
  1.01

  	
  Definitions of Terms

  	
   

  	
  1

  
	
   

  	
   

  	
   

  
	
  ARTICLE II
  ISSUE, DESCRIPTION, TERMS, EXECUTION, REGISTRATION AND EXCHANGE OF SECURITIES

  	
   

  	
  5

  
	
   

  	
   

  	
   

  	
   

  
	
  SECTION
  2.01

  	
  Designation and Terms
  of Securities

  	
   

  	
  5

  
	
  SECTION
  2.02

  	
  Form of Securities
  and Trustee’s Certificate

  	
   

  	
  8

  
	
  SECTION
  2.03

  	
  Denominations;
  Provisions for Payment

  	
   

  	
  8

  
	
  SECTION
  2.04

  	
  Execution and
  Authentications

  	
   

  	
  9

  
	
  SECTION
  2.05

  	
  Registration of
  Transfer and Exchange

  	
   

  	
  10

  
	
  SECTION
  2.06

  	
  Temporary Securities

  	
   

  	
  11

  
	
  SECTION
  2.07

  	
  Mutilated, Destroyed,
  Lost or Stolen Securities

  	
   

  	
  12

  
	
  SECTION
  2.08

  	
  Cancellation

  	
   

  	
  12

  
	
  SECTION
  2.09

  	
  Benefits of Indenture

  	
   

  	
  13

  
	
  SECTION
  2.10

  	
  Authenticating Agent

  	
   

  	
  13

  
	
  SECTION
  2.11

  	
  Global Securities

  	
   

  	
  14

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE III REDEMPTION
  OF SECURITIES AND SINKING FUND PROVISIONS

  	
   

  	
  15

  
	
   

  	
   

  	
   

  	
   

  
	
  SECTION
  3.01

  	
  Redemption

  	
   

  	
  15

  
	
  SECTION
  3.02

  	
  Notice of Redemption

  	
   

  	
  15

  
	
  SECTION
  3.03

  	
  Payment upon Redemption

  	
   

  	
  16

  
	
  SECTION
  3.04

  	
  Sinking Fund

  	
   

  	
  16

  
	
  SECTION
  3.05

  	
  Satisfaction of Sinking
  Fund Payments with Securities

  	
   

  	
  17

  
	
  SECTION
  3.06

  	
  Redemption of
  Securities for Sinking Fund

  	
   

  	
  17

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE IV COVENANTS

  	
   

  	
  17

  
	
   

  	
   

  	
   

  	
   

  
	
  SECTION
  4.01

  	
  Payment of Principal,
  Premium and Interest

  	
   

  	
  17

  
	
  SECTION
  4.02

  	
  Maintenance of Office
  or Agency

  	
   

  	
  17

  
	
  SECTION
  4.03

  	
  Paying Agents

  	
   

  	
  18

  
	
  SECTION
  4.04

  	
  Appointment to Fill
  Vacancy in Office of Trustee

  	
   

  	
  19

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE V
  SECURITYHOLDERS’ LISTS AND REPORTS BY THE COMPANY AND THE TRUSTEE

  	
   

  	
  19

  
	
   

  	
   

  	
   

  	
   

  
	
  SECTION
  5.01

  	
  Company to Furnish
  Trustee Names and Addresses of Securityholders

  	
   

  	
  19

  
	
  SECTION
  5.02

  	
  Preservation of
  Information; Communications with Securityholders

  	
   

  	
  19

  
	
  SECTION
  5.03

  	
  Reports by the Company

  	
   

  	
  20

  
	
  SECTION
  5.04

  	
  Reports by the Trustee

  	
   

  	
  20

  



 


ii

















 


	
   ARTICLE VI
  REMEDIES OF THE TRUSTEE AND SECURITYHOLDERS ON EVENT OF DEFAULT

  	
   

  	
  21

  
	
   

  	
   

  	
   

  	
   

  
	
  SECTION
  6.01

  	
  Events of Default

  	
   

  	
  21

  
	
  SECTION
  6.02

  	
  Suits for Enforcement
  by Trustee

  	
   

  	
  22

  
	
  SECTION
  6.03

  	
  Application of Moneys
  Collected

  	
   

  	
  24

  
	
  SECTION
  6.04

  	
  Limitation on Suits

  	
   

  	
  24

  
	
  SECTION
  6.05

  	
  Rights and Remedies
  Cumulative; Delay or Omission Not Waiver

  	
   

  	
  25

  
	
  SECTION
  6.06

  	
  Control by
  Securityholders

  	
   

  	
  25

  
	
  SECTION
  6.07

  	
  Undertaking to Pay
  Costs

  	
   

  	
  26

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE VII CONCERNING
  THE TRUSTEE

  	
   

  	
  26

  
	
   

  	
   

  	
   

  	
   

  
	
  SECTION
  7.01

  	
  Certain Duties and
  Responsibilities of Trustee

  	
   

  	
  26

  
	
  SECTION
  7.02

  	
  Certain Rights of
  Trustee

  	
   

  	
  27

  
	
  SECTION
  7.03

  	
  Trustee Not Responsible
  for Recitals or Issuance or Securities

  	
   

  	
  28

  
	
  SECTION
  7.04

  	
  May Hold
  Securities

  	
   

  	
  29

  
	
  SECTION
  7.05

  	
  Moneys Held in Trust

  	
   

  	
  29

  
	
  SECTION
  7.06

  	
  Compensation and
  Reimbursement

  	
   

  	
  29

  
	
  SECTION
  7.07

  	
  Reliance on Officers’
  Certificate

  	
   

  	
  29

  
	
  SECTION
  7.08

  	
  Disqualification;
  Conflicting Interests

  	
   

  	
  30

  
	
  SECTION
  7.09

  	
  Corporate Trustee
  Required; Eligibility

  	
   

  	
  30

  
	
  SECTION
  7.10

  	
  Resignation and
  Removal; Appointment of Successor

  	
   

  	
  30

  
	
  SECTION
  7.11

  	
  Acceptance of Appointment
  by Successor

  	
   

  	
  31

  
	
  SECTION
  7.12

  	
  Merger, Conversion,
  Consolidation or Succession to Business

  	
   

  	
  33

  
	
  SECTION
  7.13

  	
  Preferential Collection
  of Claims against the Company

  	
   

  	
  33

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE VIII CONCERNING
  THE SECURITYHOLDERS

  	
   

  	
  33

  
	
   

  	
   

  	
   

  	
   

  
	
  SECTION
  8.01

  	
  Evidence of Action by
  Securityholders

  	
   

  	
  33

  
	
  SECTION
  8.02

  	
  Proof of Execution by
  Securityholders

  	
   

  	
  34

  
	
  SECTION
  8.03

  	
  Who May be Deemed
  Owners

  	
   

  	
  34

  
	
  SECTION
  8.04

  	
  Certain Securities
  Owned by Company Disregarded

  	
   

  	
  34

  
	
  SECTION
  8.05

  	
  Actions Binding on
  Future Securityholders

  	
   

  	
  35

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE IX SUPPLEMENTAL
  INDENTURES

  	
   

  	
  35

  
	
   

  	
   

  	
   

  	
   

  
	
  SECTION
  9.01

  	
  Supplemental Indentures
  without the Consent of Securityholders

  	
   

  	
  35

  
	
  SECTION
  9.02

  	
  Supplemental Indentures
  with Consent of Securityholders

  	
   

  	
  36

  
	
  SECTION
  9.03

  	
  Effect of Supplemental
  Indentures

  	
   

  	
  37

  
	
  SECTION
  9.04

  	
  Securities Affected by
  Supplemental Indentures

  	
   

  	
  37

  
	
  SECTION
  9.05

  	
  Execution of
  Supplemental Indentures

  	
   

  	
  37

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE X SUCCESSOR
  ENTITY

  	
   

  	
  38

  
	
   

  	
   

  	
   

  	
   

  
	
  SECTION
  10.01

  	
  Company
  May Consolidate, Etc.

  	
   

  	
  38

  
	
  SECTION
  10.02

  	
  Successor Entity Substituted

  	
   

  	
  39

  



 


iii

















 


	
  SECTION
  10.03

  	
  Evidence of
  Consolidation, Etc. to Trustee

  	
   

  	
  39

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE XI SATISFACTION
  AND DISCHARGE

  	
   

  	
  39

  
	
   

  	
   

  	
   

  	
   

  
	
  SECTION
  11.01

  	
  Satisfaction and
  Discharge of Indenture

  	
   

  	
  39

  
	
  SECTION
  11.02

  	
  Discharge of
  Obligations

  	
   

  	
  40

  
	
  SECTION
  11.03

  	
  Deposited Moneys to be
  Held in Trust

  	
   

  	
  40

  
	
  SECTION
  11.04

  	
  Payment of Moneys Held
  by Paying Agents

  	
   

  	
  40

  
	
  SECTION
  11.05

  	
  Repayment to Company

  	
   

  	
  41

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE XII
  IMMUNITY OF INCORPORATORS, STOCKHOLDERS, OFFICERS AND DIRECTORS

  	
   

  	
  41

  
	
   

  	
   

  	
   

  	
   

  
	
  SECTION
  12.01

  	
  No Recourse

  	
   

  	
  41

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE XIII
  MISCELLANEOUS PROVISIONS

  	
   

  	
  41

  
	
   

  	
   

  	
   

  	
   

  
	
  SECTION
  13.01

  	
  Effect on Successors
  and Assigns

  	
   

  	
  41

  
	
  SECTION
  13.02

  	
  Actions by Successor

  	
   

  	
  42

  
	
  SECTION
  13.03

  	
  Notices

  	
   

  	
  42

  
	
  SECTION
  13.04

  	
  Governing Law

  	
   

  	
  42

  
	
  SECTION
  13.05

  	
  Compliance Certificates
  and Opinions

  	
   

  	
  42

  
	
  SECTION
  13.06

  	
  Payments on Business
  Days

  	
   

  	
  43

  
	
  SECTION
  13.07

  	
  Conflict with Trust
  Indenture Act

  	
   

  	
  43

  
	
  SECTION
  13.08

  	
  Counterparts

  	
   

  	
  43

  
	
  SECTION
  13.09

  	
  Separability

  	
   

  	
  43

  
	
  SECTION
  13.10

  	
  Assignment

  	
   

  	
  43

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE XIV
  SUBORDINATION OF SECURITIES

  	
   

  	
  44

  
	
   

  	
   

  	
   

  	
   

  
	
  SECTION 14.01

  	
  Subordination
  Terms

  	
   

  	
  44

  



 






(2)                     This Table of
Contents does not constitute part of the Indenture and shall not have any
bearing on the interpretation of any of its terms or provisions.


 


iv

















 


INDENTURE, dated as of
[      ], 20[  ], between Momenta Pharmaceuticals, Inc.,
a Delaware corporation (the “Company”), and [        ], as trustee (the “Trustee”):


 


WHEREAS, for its lawful
corporate purposes, the Company has duly authorized the execution and delivery
of this Indenture to provide for the issuance of unsecured subordinated debt
securities (hereinafter referred to as the “Securities”), in an unlimited
aggregate principal amount to be issued from time to time in one or more series
as in this Indenture provided, as registered Securities without coupons, to be
authenticated by the certificate of the Trustee;


 


WHEREAS, to provide the
terms and conditions upon which the Securities are to be authenticated, issued
and delivered, the Company has duly authorized the execution of this Indenture;
and


 


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


 


NOW, THEREFORE, in
consideration of the premises and the purchase of the Securities by the holders
thereof, it is mutually covenanted and agreed as follows for the equal and
ratable benefit of the holders of Securities:


 


ARTICLE I


 


DEFINITIONS


 


SECTION 1.01             Definitions of Terms.


 


The terms defined in this
Section (except as in this Indenture otherwise expressly provided or
unless the context otherwise requires) for all purposes of this Indenture and
of any indenture supplemental hereto shall have the respective meanings
specified in this Section and shall include the plural as well as the
singular.  All other terms used in this
Indenture that are defined in the Trust Indenture Act of 1939, as amended, or
that are by reference in such Act defined in the Securities Act of 1933, as
amended (except as herein otherwise expressly provided or unless the context
otherwise requires), shall have the meanings assigned to such terms in said
Trust Indenture Act and in said Securities Act as in force at the date of the
execution of this instrument.


 


“Authenticating Agent”
means an authenticating agent with respect to all or any of the series of
Securities appointed with respect to all or any series of the Securities by the
Trustee pursuant to Section 2.10.


 


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


 


“Board of Directors”
means the Board of Directors of the Company or any duly authorized committee of
such Board.


 

















 


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


 


“Business Day” means,
with respect to any series of Securities, any day other than a day on which Federal
or State banking institutions in the Borough of Manhattan, The City of New
York, are authorized or obligated by law, executive order or regulation to
close.


 


“Certificate” means a
certificate signed by the principal executive officer, the principal financial
officer or the principal accounting officer of the Company.  The Certificate need not comply with the
provisions of Section 13.05.


 


“Company” means Momenta
Pharmaceuticals, Inc., a corporation duly organized and existing under the
laws of the State of Delaware, and, subject to the provisions of Article Ten,
shall also include its successors and assigns.


 


“Corporate Trust Office”
means the office of the Trustee at which, at any particular time, its corporate
trust business shall be principally administered, which office at the date
hereof is located at [                         
], except that whenever a provision herein refers to an office or agency
of the Trustee in the Borough of Manhattan, The City of New York, such office
is located, at the date hereof, at [                    ].


 


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


 


“Default” means any
event, act or condition that with notice or lapse of time, or both, would
constitute an Event of Default.


 


“Depositary” means, with
respect to Securities of any series, for which the Company shall determine that
such Securities will be issued as a Global Security, The Depository Trust
Company, New York, New York, another clearing agency, or any successor
registered as a clearing agency under the Securities Exchange Act of 1934, as
amended (the “Exchange Act”), or other applicable statute or regulation, which,
in each case, shall be designated by the Company pursuant to either Section 2.01
or 2.11.


 


“Event of Default” means,
with respect to Securities of a particular series any event specified in Section 6.01,
continued for the period of time, if any, therein designated.


 


“Foreign Currency” means
a currency issued by the government of a country other than the United States.


 


“Global Security” means,
with respect to any series of Securities, a Security executed by the Company
and delivered by the Trustee to the Depositary or pursuant to the Depositary’s
instruction, all in accordance with the Indenture, which shall be registered in
the name of the Depositary or its nominee.


 


2

















 


“Governmental Obligations”
means securities that are (i) direct obligations of the United States of
America for the payment of which its full faith and credit is pledged or (ii) obligations
of a Person controlled or supervised by and acting as an agency or
instrumentality of the United States of America, the payment of which is
unconditionally guaranteed as a full faith and credit obligation by the United
States of America that, in either case, are not callable or redeemable at the
option of the issuer thereof, and shall also include a depositary receipt
issued by a bank (as defined in Section 3(a)(2) of the Securities Act
of 1933, as amended) as custodian with respect to any such Governmental
Obligation or a specific payment of principal of or interest on any such
Governmental Obligation held by such custodian for the account of the holder of
such depositary receipt; provided, however, 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 Governmental Obligation or the specific payment of
principal of or interest on the Governmental Obligation evidenced by such
depositary receipt.


 


“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.


 


“Indenture” means this
instrument as originally executed or as it may from time to time be
supplemented or amended by one or more indentures supplemental hereto entered
into in accordance with the terms hereof.


 


“Interest Payment Date,”
when used with respect to any installment of interest on a Security of a
particular series, means the date specified in such Security or in a Board
Resolution or in an indenture supplemental hereto with respect to such series
as the fixed date on which an installment of interest with respect to
Securities of that series is due and payable.


 


“Officers’ Certificate”
means a certificate signed by the President or a Senior Vice President and by
the Treasurer or an Assistant Treasurer or the Controller or an Assistant
Controller or the Secretary or an Assistant Secretary of the Company that is
delivered to the Trustee in accordance with the terms hereof.  Each such certificate shall include the
statements provided for in Section 13.05, if and to the extent required by
the provisions thereof.


 


“Opinion of Counsel”
means an opinion in writing of legal counsel, who may be an employee of or
counsel for the Company, that is delivered to the Trustee in accordance with
the terms hereof.  Each such opinion shall
include the statements provided for in Section 13.05, if and to the extent
required by the provisions thereof.


 


“Outstanding,” when used
with reference to Securities of any series, means, subject to the provisions of
Section 8.04, as of any particular time, all Securities of that series
theretofore authenticated and delivered by the Trustee under this Indenture,
except (a) Securities theretofore canceled by the Trustee or any paying
agent, or delivered to the Trustee or any paying agent for cancellation or that
have previously been canceled; (b) Securities or portions thereof for the
payment or redemption of which moneys or Governmental Obligations in the
necessary amount shall have been deposited in trust with the Trustee or with
any paying agent (other than the Company) or shall have been set aside and
segregated in trust by the Company (if the Company 


 


3

















 


shall act as its own
paying agent); provided, however, that if such Securities or portions of such
Securities are to be redeemed prior to the maturity thereof, notice of such
redemption shall have been given as in Article Three provided, or
provision satisfactory to the Trustee shall have been made for giving such
notice; and (c) Securities in lieu of or in substitution for which other
Securities shall have been authenticated and delivered pursuant to the terms of
Section 2.07.


 


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


 


“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 2.07 in lieu of a lost, destroyed or stolen Security shall
be deemed to evidence the same debt as the lost, destroyed or stolen Security.


 


“Responsible Officer”
when used with respect to the Trustee means the President, any Senior Vice
President, the Secretary, the Treasurer, any trust officer, any corporate trust
officer or any other officer or assistant officer of the Trustee customarily
performing functions similar to those performed by the Persons who at the time
shall be such officers, respectively, or to whom any corporate trust matter is
referred because of his or her knowledge of and familiarity with the particular
subject.


 


“Securities” means the
debt Securities authenticated and delivered under this Indenture.


 


“Securityholder,” “holder
of Securities,” “registered holder” or other similar term, means the Person or
Persons in whose name or names a particular Security shall be registered on the
books of the Company kept for that purpose in accordance with the terms of this
Indenture.


 


“Senior Indebtedness” of a Person means the principal of, premium,
if any, interest on, and any other payment due pursuant to any of the
following, whether outstanding at the date hereof or hereafter incurred or
created:


 


(a)           all of the indebtedness of that
Person for money borrowed;


 


(b)           all of the indebtedness of that
Person evidenced by notes, debentures, bonds or other securities sold by that
Person for money;


 


(c)           all of the lease obligations which
are capitalized on the books of that Person in accordance with generally
accepted accounting principles;


 


(d)           all indebtedness of others of the
kinds described in either of the preceding clauses (a) or (b) above
and all lease obligations of others of the kind described in the preceding
clause (c) above that the Person, in any manner, assumes or guarantees or
that the Person in effect guarantees through an agreement to purchase, whether
that agreement is contingent or otherwise; and


 


4














 


(e)           all renewals, extensions or
refundings of indebtedness of the kinds described in any of the preceding
clauses (a), (b) and (d) and all renewals or extensions of leases of
the kinds described in either of the preceding clauses (c) or (d) above;


 


unless,
in the case of any particular indebtedness, lease, renewal, extension or
refunding, the instrument or lease creating or evidencing it or the assumption
or guarantee relating to it expressly provides that such indebtedness, lease,
renewal, extension or refunding is not superior in right of payment to the
Securities.


 


“Subsidiary” means, with
respect to any Person, (i) any corporation at least a majority of whose
outstanding Voting Stock shall at the time be owned, directly or indirectly, by
such Person or by one or more of its Subsidiaries or by such Person and one or
more of its Subsidiaries, (ii) any general partnership, joint venture or
similar entity, at least a majority of whose outstanding partnership or similar
interests shall at the time be owned by such Person, or by one or more of its
Subsidiaries, or by such Person and one or more of its Subsidiaries and (iii) any
limited partnership of which such Person or any of its Subsidiaries is a
general partner.


 


“Trustee” means [         ], and, subject to the provisions of Article Seven,
shall also include its successors and assigns, and, if at any time there is
more than one Person acting in such capacity hereunder, “Trustee” shall mean
each such Person. The term “Trustee” as used with respect to a particular
series of the Securities shall mean the trustee with respect to that series.


 


“Trust Indenture Act”
means the Trust Indenture Act of 1939, as amended, subject to the provisions of
Sections 9.01, 9.02 and 10.01, as in effect at the date of execution of this
instrument.


 


“Voting Stock,” as
applied to stock of any Person, means shares, interests, participations or
other equivalents in the equity interest (however designated) in such Person
having ordinary voting power for the election of the directors (or the
equivalent) of such Person, other than shares, interests, participations or
other equivalents having such power only by reason of the occurrence of a
contingency.


 


ARTICLE II


 


ISSUE, DESCRIPTION, TERMS, EXECUTION,

REGISTRATION AND EXCHANGE OF SECURITIES


 


SECTION 2.01               Designation and Terms of
Securities.


 


(a)           The aggregate principal amount of
Securities that may be authenticated and delivered under this Indenture is
unlimited.  The Securities may be issued
in one or more series up to the aggregate principal amount of Securities of
that series from time to time authorized by or pursuant to a Board Resolution
of the Company or pursuant to one or more indentures supplemental hereto.  Prior to the initial issuance of Securities
of any series, there shall be 


 


5

















 


established in or pursuant to a Board Resolution, and
set forth in an Officers’ Certificate, or established in one or more indentures
supplemental hereto:


 


(1)           the title of the Security 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 that 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 that series);


 


(3)           the date or dates on which the
principal of the Securities of the series is payable and the place(s) of
payment;


 


(4)           the rate or rates at which the
Securities of the series shall bear interest or the manner of calculation of
such rate or rates, if any;


 


(5)           the date or dates from which such
interest shall accrue, the Interest Payment Dates on which such interest will
be payable or the manner of determination of such Interest Payment Dates, the
place(s) of payment, and the record date for the determination of holders
to whom interest is payable on any such Interest Payment Dates;


 


(6)           the right, if any, to extend the
interest payment periods and the duration of such extension;


 


(7)           the period or periods within which,
the price or prices at which and the terms and conditions upon which,
Securities of the series may be redeemed, in whole or in part, at the option of
the Company;


 


(8)           the obligation, if any, of the
Company to redeem or purchase Securities of the series pursuant to any sinking
fund or analogous provisions (including payments made in cash in satisfaction
of future sinking fund obligations) or at the option of a holder thereof and
the period or periods within which, the price or prices at which, and the terms
and conditions upon which, Securities of the series shall be redeemed or
purchased, in whole or in part, pursuant to such obligation;


 


(9)           the form of the Securities of the
series including the form of the certificate of authentication for such series;


 


(10)         if other than denominations of one
thousand U.S. dollars ($1,000) or any integral multiple thereof, the
denominations in which the Securities of the series shall be issuable;


 


(11)         any and all other terms with respect to
such series (which terms shall not be inconsistent with the terms of this
Indenture, as amended by any supplemental indenture) including any terms which
may be required by or advisable under United States laws or regulations or
advisable in connection with the marketing of Securities of that series;


 


6

















 


(12)         whether the Securities are issuable as
a Global Security and, in such case, the identity of the Depositary for such
series;


 


(13)         whether the Securities will be
convertible into shares of common stock or other securities of the Company and,
if so, the terms and conditions upon which such Securities will be so
convertible, including the conversion price and the conversion period;


 


(14)         if other than U.S. dollars, the Foreign
Currency in which the Securities of that series are denominated;


 


(15)         if other than the currency in which the
Securities of that series are denominated, the currency in which payment of the
principal of or interest on the Securities of such series shall be payable;


 


(16)         if the principal of or interest on the
Securities of the series is to be payable, at the election of the Company or a
holder thereof, in a currency other than that in which the Securities are
denominated, the period or periods within which, and the terms and conditions
upon which, such election may be made;


 


(17)         if the amount of payments of principal
of and interest on the Securities of the series may be determined with
reference to an index based on a currency other than that in which the
Securities of the series are denominated, the manner in which such amounts
shall be determined;


 


(18)         if other than the principal amount
thereof, the portion of the principal amount of Securities of the series which
shall be payable upon declaration of acceleration of the maturity thereof
pursuant to Section 6.01;


 


(19)         the subordination terms of the
Securities of the series; and


 


(20)         any additional or different Events of
Default or restrictive covenants provided for with respect to the Securities of
the series.


 


(b)                               All
Securities of any one series shall be substantially identical except as to
denomination and except as may otherwise be provided in or pursuant to any such
Board Resolution or in any indentures supplemental hereto.


 


(c)                                If
any of the terms of the series are established by action taken pursuant to a
Board Resolution, a copy of an appropriate record of such action shall be
certified by the Secretary or an Assistant Secretary of the Company and
delivered to the Trustee at or prior to the delivery of the Officers’
Certificate setting forth the terms of the series.


 


(d)                               Securities
of any particular series may be issued at various times, with different dates
on which the principal or any installment of principal is payable, with
different rates of interest, if any, or different methods by which rates of
interest may be determined, with different dates on which such interest may be
payable and with different redemption dates.


 


7

















 


SECTION 2.02               Form of
Securities and Trustee’s Certificate.


 


The Securities of any
series and the Trustee’s certificate of authentication to be borne by such
Securities shall be substantially of the tenor and purport as set forth in one
or more indentures supplemental hereto or as provided in a Board Resolution and
as set forth in an Officers’ Certificate and may have such letters, numbers or
other marks of identification or designation and such legends or endorsements
printed, lithographed or engraved thereon as the Company may deem appropriate
and as are not inconsistent with the provisions of this Indenture, or as may be
required to comply with any law or with any rule or regulation made
pursuant thereto or with any rule or regulation of any stock exchange on
which Securities of that series may be listed, or to conform to usage.


 


SECTION 2.03               Denominations; Provisions for
Payment.


 


The Securities shall be
issuable as registered Securities and in the denominations of one thousand U.S.
dollars ($1,000) or any integral multiple thereof, subject to Sections 2.01(a)(10) and
(14).  The Securities of a particular
series shall bear interest payable on the dates and at the rate specified with
respect to that series.  The principal of
and the interest on the Securities of any series, as well as any premium
thereon in case of redemption thereof prior to maturity, shall be payable in
the coin or currency of the United States of America that at the time is legal
tender for public and private debt, at the office or agency of the Company
maintained for that purpose in the Borough of Manhattan, the City and State of
New York.  Each Security shall be dated
the date of its authentication.  Interest
on the Securities shall be computed on the basis of a 360-day year composed of
twelve 30-day months.


 


The interest installment
on any Security that is payable, and is punctually paid or duly provided for,
on any Interest Payment Date for Securities of that series shall be paid to the
Person in whose name said Security (or one or more Predecessor Securities) is
registered at the close of business on the regular record date for such
interest installment.  In the event that
any Security of a particular series or portion thereof is called for redemption
and the redemption date is subsequent to a regular record date with respect to
any Interest Payment Date and prior to such Interest Payment Date, interest on
such Security will be paid upon presentation and surrender of such Security as provided
in Section 3.03.


 


Any interest on any
Security that is payable, but is not punctually paid or duly provided for, on
any Interest Payment Date for Securities of the same series (herein called “Defaulted
Interest”) shall forthwith cease to be payable to the registered holder on the
relevant regular record date by virtue of having been such holder; and such
Defaulted Interest shall be paid by the Company, at its election, as provided
in clause (1) or clause (2) below:


 


(1)       The Company may make payment of any
Defaulted Interest on Securities to the Persons in whose names such Securities
(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 such Security and the date of
the proposed payment, and at the same time the Company shall deposit with the
Trustee 


 


8

















 


an amount of money equal to the aggregate amount
proposed to be paid in respect of such Defaulted Interest or shall make
arrangements satisfactory to the Trustee for such deposit prior to the date of
the proposed payment, such money when deposited to be held in trust for the
benefit of the Persons entitled to such Defaulted Interest as in this clause
provided.  Thereupon the Trustee shall
fix a special record date for the payment of such Defaulted Interest which
shall not be more than 15 nor 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 Securityholder at his or her address
as it appears in the Security Register (as hereinafter defined), 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 mailed as aforesaid, such Defaulted
Interest shall be paid to the Persons in whose names such Securities (or their
respective Predecessor Securities) are registered on such special record date.


 


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


 


Unless otherwise set
forth in a Board Resolution or one or more indentures supplemental hereto
establishing the terms of any series of Securities pursuant to Section 2.01
hereof, the term “regular record date” as used in this Section with
respect to a series of Securities with respect to any Interest Payment Date for
such series shall mean either the fifteenth day of the month immediately
preceding the month in which an Interest Payment Date established for such
series pursuant to Section 2.01 hereof shall occur, if such Interest
Payment Date is the first day of a month, or the last day of the month
immediately preceding the month in which an Interest Payment Date established
for such series pursuant to Section 2.01 hereof shall occur, if such
Interest Payment Date is the fifteenth day of a month, whether or not such date
is a Business Day.


 


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


 


SECTION 2.04               Execution and Authentications.


 


The Securities shall be
signed on behalf of the Company by its President, or one of its Senior Vice
Presidents, or its Treasurer, or one of its Assistant Treasurers, or its
Secretary, or one of its Assistant Secretaries, under its corporate seal
attested by its Secretary or one of its Assistant Secretaries.  Signatures may be in the form of a manual or
facsimile signature.  The Company may use
the facsimile signature of any Person who shall have been a President or Senior
Vice President thereof, or of any Person who shall have been a Secretary or
Assistant 


 


9

















 


Secretary thereof,
notwithstanding the fact that at the time the Securities shall be authenticated
and delivered or disposed of such Person shall have ceased to be the President
or a Senior Vice President, or the Secretary or an Assistant Secretary, of the
Company.  The seal of the Company may be
in the form of a facsimile of such seal and may be impressed, affixed,
imprinted or otherwise reproduced on the Securities.  The Securities may contain such notations,
legends or endorsements required by law, stock exchange rule or
usage.  Each Security shall be dated the
date of its authentication by the Trustee.


 


A Security shall not be
valid until authenticated manually by an authorized signatory of the Trustee,
or by an Authenticating Agent.  Such
signature shall be conclusive evidence that the Security so authenticated has
been duly authenticated and delivered hereunder and that the holder is entitled
to the benefits of this Indenture.  At
any time and from time to time after the execution and delivery of this
Indenture, the Company may deliver Securities of any series executed by the
Company to the Trustee for authentication, together with a written order of the
Company for the authentication and delivery of such Securities, signed by its
President or any Senior Vice President and its Secretary or any Assistant
Secretary, and the Trustee in accordance with such written order shall authenticate
and deliver such Securities.


 


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 7.01) shall be fully protected in relying upon, an
Opinion of Counsel stating that the form and terms thereof have been
established in conformity with the provisions of this Indenture.


 


The Trustee shall not be
required to authenticate such Securities if the issue of such Securities
pursuant to this Indenture will affect the Trustee’s own rights, duties or
immunities under the Securities and this Indenture or otherwise in a manner
that is not reasonably acceptable to the Trustee.


 


SECTION 2.05               Registration of Transfer and
Exchange.


 


(a)           Securities of any series may be
exchanged upon presentation thereof at the office or agency of the Company
designated for such purpose in the Borough of Manhattan, the City and State of
New York, for other Securities of such series of authorized denominations, and
for a like aggregate principal amount, upon payment of a sum sufficient to
cover any tax or other governmental charge in relation thereto, all as provided
in this Section. In respect of any Securities so surrendered for exchange, the
Company shall execute, the Trustee shall authenticate and such office or agency
shall deliver in exchange therefor the Security or Securities of the same
series that the Securityholder making the exchange shall be entitled to
receive, bearing numbers not contemporaneously outstanding.


 


(b)           The Company shall keep, or cause to
be kept, at its office or agency designated for such purpose in the Borough of
Manhattan, the City and State of New York, or such other location designated by
the Company a register or registers (herein referred to as the “Security
Register”) in which, subject to such reasonable regulations as it may
prescribe, the Company shall register the Securities and the transfers of
Securities as in this Article provided and which at all reasonable times
shall be open for inspection by the Trustee. 
The registrar for the purpose of 


 


10

















 


registering Securities and transfer of Securities as
herein provided shall be appointed as authorized by a Board Resolution (the “Security
Registrar”).


 


Upon surrender for
transfer of any Security at the office or agency of the Company designated for
such purpose, the Company shall execute, the Trustee shall authenticate and
such office or agency shall deliver in the name of the transferee or
transferees a new Security or Securities of the same series as the Security
presented for a like aggregate principal amount.


 


All Securities presented
or surrendered for exchange or registration of transfer, as provided in this Section,
shall be accompanied (if so required by the Company or the Security Registrar)
by a written instrument or instruments of transfer, in form satisfactory to the
Company or the Security Registrar, duly executed by the registered holder or by
such holder’s duly authorized attorney in writing.


 


(c)           No service charge shall be made for
any exchange or registration of transfer of Securities, or issue of new
Securities in case of partial redemption of any series, but the Company may
require payment of a sum sufficient to cover any tax or other governmental
charge in relation thereto, other than exchanges pursuant to Section 2.06,
Section 3.03(b) and Section 9.04 not involving any transfer.


 


(d)           The Company shall not be required (1) to
issue, exchange or register the transfer of any Securities during a period
beginning at the opening of business 15 days before the day of the mailing of a
notice of redemption of less than all the Outstanding Securities of the same
series and ending at the close of business on the day of such mailing, nor (2) to
register the transfer of or exchange any Securities of any series or portions
thereof called for redemption.  The
provisions of this Section 2.05 are, with respect to any Global Security,
subject to Section 2.11 hereof.


 


SECTION 2.06               Temporary Securities.


 


Pending the preparation
of definitive Securities of any series, the Company may execute, and the
Trustee shall authenticate and deliver, temporary Securities (printed,
lithographed or typewritten) of any authorized denomination.  Such temporary Securities shall be
substantially in the form of the definitive Securities in lieu of which they
are issued, but with such omissions, insertions and variations as may be
appropriate for temporary Securities, all as may be determined by the
Company.  Every temporary Security of any
series shall be executed by the Company and be authenticated by the Trustee
upon the same conditions and in substantially the same manner, and with like
effect, as the definitive Securities of such series.  Without unnecessary delay the Company will
execute and will furnish definitive Securities of such series and thereupon any
or all temporary Securities of such series may be surrendered in exchange
therefor (without charge to the holders), at the office or agency of the
Company designated for the purpose in the Borough of Manhattan, the City and
State of New York, and the Trustee shall authenticate and such office or agency
shall deliver in exchange for such temporary Securities an equal aggregate
principal amount of definitive Securities of such series, unless the Company
advises the Trustee to the effect that definitive Securities need not be
executed and furnished until further notice from the Company.  Until so exchanged, the temporary Securities
of such 


 


11

















 


series shall be entitled
to the same benefits under this Indenture as definitive Securities of such
series authenticated and delivered hereunder.


 


SECTION 2.07               Mutilated,
Destroyed, Lost or Stolen Securities.


 


In case any temporary or
definitive Security shall become mutilated or be destroyed, lost or stolen, the
Company (subject to the next succeeding sentence) shall execute, and upon the
Company’s request, the Trustee (subject as aforesaid) shall authenticate and
deliver, a new Security of the same series, bearing a number not
contemporaneously outstanding, in exchange and substitution for the mutilated
Security, or in lieu of and in substitution for the Security so destroyed, lost
or stolen.  In every case the applicant
for a substituted Security shall furnish to the Company and the Trustee such
security or indemnity as may be required by them to save each of them harmless,
and, in every case of destruction, loss or theft, the applicant shall also furnish
to the Company and the Trustee evidence to their satisfaction of the
destruction, loss or theft of the applicant’s Security and of the ownership
thereof.  The Trustee may authenticate
any such substituted Security and deliver the same upon the written request or
authorization of any officer of the Company. 
Upon the issuance of any substituted Security, 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.  In case any Security that has matured or is
about to mature shall become mutilated or be destroyed, lost or stolen, the
Company may, instead of issuing a substitute Security, pay or authorize the
payment of the same (without surrender thereof except in the case of a
mutilated Security) if the applicant for such payment shall furnish to the
Company and the Trustee such security or indemnity as they may require to save
each of them harmless, and, in case of destruction, loss or theft, evidence to
the satisfaction of the Company and the Trustee of the destruction, loss or
theft of such Security and of the ownership thereof.


 


Every replacement
Security issued pursuant to the provisions of this Section shall
constitute an additional contractual obligation of the Company whether or not
the mutilated, destroyed, lost or stolen Security shall be found at any time,
or be enforceable by anyone, and shall be entitled to all the benefits of this
Indenture equally and proportionately with any and all other Securities of the
same series duly issued hereunder.  All
Securities shall be held and owned upon the express condition that the
foregoing provisions are exclusive with respect to the replacement or payment
of mutilated, destroyed, lost or stolen Securities, and shall preclude (to the
extent lawful) any and all other rights or remedies, notwithstanding any law or
statute existing or hereafter enacted to the contrary with respect to the replacement
or payment of negotiable instruments or other securities without their
surrender.


 


SECTION 2.08               Cancellation.


 


All Securities
surrendered for the purpose of payment, redemption, exchange or registration of
transfer shall, if surrendered to the Company or any paying agent, be delivered
to the Trustee for cancellation, or, if surrendered to the Trustee, shall be
cancelled by it, and no Securities shall be issued in lieu thereof except as
expressly required or permitted by any of the provisions of this
Indenture.  On request of the Company at
the time of such surrender, the Trustee shall deliver to the Company canceled
Securities held by the Trustee.  In the
absence of 


 


12

















 


such request the Trustee
may dispose of canceled Securities in accordance with its standard procedures
and deliver a certificate of disposition to the Company.  If the Company shall otherwise acquire any of
the Securities, however, such acquisition shall not operate as a redemption or
satisfaction of the indebtedness represented by such Securities unless and
until the same are delivered to the Trustee for cancellation.


 


SECTION 2.09               Benefits of Indenture.


 


Nothing in this Indenture
or in the Securities, express or implied, shall give or be construed to give to
any Person, other than the parties hereto and the holders of the Securities
(and, with respect to the provisions of Article Fourteen, the holders of
Senior Indebtedness), any legal or equitable right, remedy or claim under or in
respect of this Indenture, or under any covenant, condition or provision herein
contained; all such covenants, conditions and provisions being for the sole
benefit of the parties hereto and of the holders of the Securities (and, with
respect to the provisions of Article Fourteen, the holders of Senior
Indebtedness).


 


SECTION 2.10               Authenticating Agent.


 


So long as any of the
Securities of any series remain Outstanding there may be an Authenticating
Agent for any or all such series of Securities which the Trustee shall have the
right to appoint.  Said Authenticating
Agent shall be authorized to act on behalf of the Trustee to authenticate
Securities of such series issued upon exchange, transfer or partial redemption
thereof, 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. 
All references in this Indenture to the authentication of Securities by
the Trustee shall be deemed to include authentication by an Authenticating
Agent for such series.  Each
Authenticating Agent shall be acceptable to the Company and shall be a
corporation that has a combined capital and surplus, as most recently reported or
determined by it, sufficient under the laws of any jurisdiction under which it
is organized or in which it is doing business to conduct a trust business, and
that is otherwise authorized under such laws to conduct such business and is
subject to supervision or examination by Federal or State authorities.  If at any time any Authenticating Agent shall
cease to be eligible in accordance with these provisions, it shall resign
immediately.


 


Any Authenticating Agent
may at any time resign by giving written notice of resignation to the Trustee
and to the Company.  The Trustee may at
any time (and upon request by the Company shall) terminate the agency of any
Authenticating Agent by giving written notice of termination to such
Authenticating Agent and to the Company. 
Upon resignation, termination or cessation of eligibility of any
Authenticating Agent, the Trustee may appoint an eligible successor
Authenticating Agent acceptable to the Company. 
Any successor Authenticating Agent, upon acceptance of its appointment
hereunder, shall become vested with all the rights, powers and duties of its
predecessor hereunder as if originally named as an Authenticating Agent
pursuant hereto.


 


13














 


SECTION 2.11                                            Global Securities.


 


(a)                                  If the Company shall establish pursuant
to Section 2.01 that the Securities of a particular series are to be
issued as a Global Security, then the Company shall execute and the Trustee
shall, in accordance with Section 2.04, authenticate and deliver, a Global
Security that (1) shall represent, and shall be denominated in an amount
equal to the aggregate principal amount of, all of the Outstanding Securities
of such series, (2) shall be registered in the name of the Depositary or
its nominee, (3) shall be delivered by the Trustee to the Depositary or
pursuant to the Depositary’s instruction and (4) shall bear a legend
substantially to the following effect:  “Except
as otherwise provided in Section 2.11 of the Indenture, this Security may
be transferred, in whole but not in part, only to another nominee of the
Depositary or to a successor Depositary or to a nominee of such successor
Depositary.”


 


(b)                                 Notwithstanding the provisions of Section 2.05,
the Global Security of a series may be transferred, in whole but not in part
and in the manner provided in Section 2.05, only to another nominee of the
Depositary for such series, or to a successor Depositary for such series
selected or approved by the Company or to a nominee of such successor
Depositary.


 


(c)                                  If at any time the Depositary for a
series of the Securities notifies the Company that it is unwilling or unable to
continue as Depositary for such series or if at any time the Depositary for
such series shall no longer be registered or in good standing under the
Exchange Act, or other applicable statute or regulation, and a successor
Depositary for such series is not appointed by the Company within 90 days after
the Company receives such notice or becomes aware of such condition, as the
case may be, this Section 2.11 shall no longer be applicable to the
Securities of such series and the Company will execute and, subject to Section 2.05,
the Trustee will authenticate and deliver the Securities of such series in
definitive registered form without coupons, in authorized denominations, and in
an aggregate principal amount equal to the principal amount of the Global
Security of such series in exchange for such Global Security.  In addition, the Company may at any time
determine that the Securities of any series shall no longer be represented by a
Global Security and that the provisions of this Section 2.11 shall no
longer apply to the Securities of such series. 
In such event the Company will execute and, subject to Section 2.05,
the Trustee, upon receipt of an Officers’ Certificate evidencing such
determination by the Company, will authenticate and deliver the Securities of
such series in definitive registered form without coupons, in authorized
denominations, and in an aggregate principal amount equal to the principal
amount of the Global Security of such series in exchange for such Global
Security.  Upon the exchange of the
Global Security for such Securities in definitive registered form without
coupons, in authorized denominations, the Global Security shall be canceled by
the Trustee.  Such Securities in
definitive registered form issued in exchange for the Global Security pursuant
to this Section 2.11(c) shall be registered in such names and in such
authorized denominations as the Depositary, pursuant to instructions from its
direct or indirect participants or otherwise, shall instruct the Trustee.  The Trustee shall deliver such Securities to
the Depositary for delivery to the Persons in whose names such Securities are
so registered.


 


14

















 


ARTICLE III


 


REDEMPTION OF
SECURITIES AND SINKING FUND PROVISIONS


 


SECTION 3.01                                            Redemption.


 


The
Company may redeem the Securities of any series issued hereunder on and after
the dates and in accordance with the terms established for such series pursuant
to Section 2.01 hereof.


 


SECTION 3.02                                            Notice of Redemption.


 


(a)                                  In case the Company shall desire to
exercise such right to redeem all or, as the case may be, a portion of the
Securities of any series in accordance with the right reserved so to do, the
Company shall, or shall cause the Trustee to, give notice of such redemption to
holders of the Securities of such series to be redeemed by mailing, first class
postage prepaid, a notice of such redemption not less than 30 days and not more
than 90 days before the date fixed for redemption of that series to such
holders at their last addresses as they shall appear upon the Security Register
unless a shorter period is specified in the Securities to be redeemed.  Any notice that is mailed in the manner
herein provided shall be conclusively presumed to have been duly given, whether
or not the registered holder receives the notice.  In any case, failure duly to give such notice
to the holder of any Security of any series designated for redemption in whole
or in part, or any defect in the notice, shall not affect the validity of the
proceedings for the redemption of any other Securities of such series or any
other series.  In the case of any
redemption of Securities prior to the expiration of any restriction on such
redemption provided in the terms of such Securities or elsewhere in this
Indenture, the Company shall furnish the Trustee with an Officers’ Certificate
evidencing compliance with any such restriction.


 


Each
such notice of redemption shall specify the date fixed for redemption and the
redemption price at which Securities of that series are to be redeemed, and
shall state that payment of the redemption price of such Securities to be
redeemed will be made at the office or agency of the Company in the Borough of
Manhattan, the City and State of New York, upon presentation and surrender of
such Securities, that interest accrued to the date fixed for redemption will be
paid as specified in said notice, that from and after said date interest will
cease to accrue and that the redemption is for a sinking fund, if such is the
case.  If less than all the Securities of
a series are to be redeemed, the notice to the holders of Securities of that
series to be redeemed in whole or in part shall specify the particular
Securities to be so redeemed.  In case
any Security is to be redeemed in part only, the notice that relates to such
Security shall state the portion of the principal amount thereof to be
redeemed, and shall state 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 unredeemed portion thereof will be issued.


 


(b)                                 If less than all the Securities of a
series are to be redeemed, the Company shall give the Trustee at least 45 days’
notice in advance of the date fixed for redemption as to the aggregate
principal amount of Securities of the series to be redeemed, and thereupon the
Trustee shall select, by lot or in such other manner as it shall deem
appropriate and fair in its discretion and that may provide for the selection
of a portion or portions (equal to one thousand U.S. dollars ($1,000) or any
integral multiple thereof) of the principal amount of such Securities of a
denomination larger than $1,000, the Securities to be redeemed and shall
thereafter promptly notify the Company in writing of the numbers of the
Securities to be redeemed, in whole or in part. 
The Company may, if and whenever it shall so elect, by delivery of
instructions signed on its behalf by its President or any Senior Vice
President, instruct the Trustee or any paying agent 


 


15

















 


to
call all or any part of the Securities of a particular series for redemption
and to give notice of redemption in the manner set forth in this Section, such
notice to be in the name of the Company or its own name as the Trustee or such
paying agent may deem advisable.  In any
case in which notice of redemption is to be given by the Trustee or any such
paying agent, the Company shall deliver or cause to be delivered to, or permit
to remain with, the Trustee or such paying agent, as the case may be, such
Security Register, transfer books or other records, or suitable copies or
extracts therefrom, sufficient to enable the Trustee or such paying agent to
give any notice by mail that may be required under the provisions of this
Section.


 


SECTION 3.03                                            Payment upon Redemption.


 


(a)                                  If the giving of notice of redemption
shall have been completed as above provided, the Securities or portions of
Securities of the series to be redeemed specified in such notice shall become
due and payable on the date and at the place stated in such notice at the
applicable redemption price, together with interest accrued to the date fixed
for redemption and interest on such Securities or portions of Securities shall
cease to accrue on and after the date fixed for redemption, unless the Company
shall default in the payment of such redemption price and accrued interest with
respect to any such Security or portion thereof.  On presentation and surrender of such
Securities on or after the date fixed for redemption at the place of payment
specified in the notice, said Securities shall be paid and redeemed at the
applicable redemption price for such series, together with interest accrued
thereon to the date fixed for redemption (but if the date fixed for redemption
is an interest payment date, the interest installment payable on such date
shall be payable to the registered holder at the close of business on the
applicable record date pursuant to Section 2.03).


 


(b)                                 Upon presentation of any Security of such
series that is to be redeemed in part only, the Company shall execute and the
Trustee shall authenticate and the office or agency where the Security is
presented shall deliver to the holder thereof, at the expense of the Company, a
new Security of the same series of authorized denominations in principal amount
equal to the unredeemed portion of the Security so presented.


 


SECTION 3.04                                            Sinking Fund.


 


The
provisions of Sections 3.04, 3.05 and 3.06 shall be applicable to any sinking
fund for the retirement of Securities of a series, except as otherwise
specified as contemplated by Section 2.01 for Securities of such series.


 


The
minimum amount of any sinking fund payment provided for by the terms of
Securities of any series is herein referred to as a “mandatory sinking fund
payment,” and any payment in excess of such minimum amount provided for by the
terms of Securities of any series is herein referred to as an “optional sinking
fund payment”.  If provided for by the
terms of Securities of any series, the cash amount of any sinking fund payment
may be subject to reduction as provided in Section 3.05.  Each sinking fund payment shall be applied to
the redemption of Securities of any series as provided for by the terms of
Securities of such series.


 


16

















 


SECTION 3.05                                            Satisfaction of Sinking Fund Payments
with Securities.


 


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


 


SECTION 3.06                                            Redemption of Securities for Sinking
Fund.


 


Not
less than 45 days prior to each sinking fund payment date for any series of
Securities, the Company will deliver to the Trustee an Officers’ Certificate
specifying the amount of the next ensuing sinking fund payment for that series
pursuant to the terms of the series, the portion thereof, if any, that is to be
satisfied by delivering and crediting Securities of that series pursuant to Section 3.05
and the basis for such credit and will, together with such Officers’
Certificate, deliver to the Trustee any Securities to be so delivered.  Not less than 30 days before each such
sinking fund payment date the Trustee shall select the Securities to be
redeemed upon such sinking fund payment date in the manner specified in Section 3.02
and cause notice of the redemption thereof to be given in the name of and at
the expense of the Company in the manner provided in Section 3.02.  Such notice having been duly given, the
redemption of such Securities shall be made upon the terms and in the manner
stated in Section 3.03.


 


ARTICLE IV


 


COVENANTS


 


SECTION 4.01                                            Payment of Principal, Premium and
Interest.


 


The
Company will duly and punctually pay or cause to be paid the principal of (and
premium, if any) and interest on the Securities of that series at the time and
place and in the manner provided herein and established with respect to such
Securities.


 


SECTION 4.02                                            Maintenance of Office or Agency.


 


So
long as any series of the Securities remain Outstanding, the Company agrees to
maintain an office or agency in the Borough of Manhattan, the City and State of
New York, with respect to each such series and at such other location or
locations as may be designated as provided in this Section 4.02, where (a) Securities
of that series may be presented for payment, (b) Securities of that series
may be presented as herein above authorized for registration of transfer and
exchange, and (c) notices and demands to or upon the Company in respect of
the Securities of that series and this Indenture may be given or served, such
designation to continue with respect to such office or agency until the Company
shall, by written notice signed by its President or a Senior Vice President and
delivered to the Trustee, designate some other office or 


 


17

















 


agency for such purposes or any of them.  If at any time the Company shall fail to
maintain any such required office or agency or shall fail to furnish the
Trustee with the address thereof, such presentations, 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,
notices and demands.


 


SECTION 4.03                                            Paying Agents.


 


(a)                                  If the Company shall appoint one or more
paying agents for all or any series of the Securities, other than the Trustee,
the Company will cause each such paying agent to execute and deliver to the
Trustee an instrument in which such agent shall agree with the Trustee, subject
to the provisions of this Section:


 


(1)                                  that it will hold all sums held by it as
such agent for the payment of the principal of (and premium, if any) or
interest on the Securities of that series (whether such sums have been paid to
it by the Company or by any other obligor of such Securities) in trust for the
benefit of the Persons entitled thereto;


 


(2)                                  that it will give the Trustee notice of
any failure by the Company (or by any other obligor of such Securities) to make
any payment of the principal of (and premium, if any) or interest on the
Securities of that series when the same shall be due and payable;


 


(3)                                  that it will, at any time during the
continuance of any failure referred to in the preceding paragraph (a)(2) above,
upon the written request of the Trustee, forthwith pay to the Trustee all sums
so held in trust by such paying agent; and


 


(4)                                  that it will perform all other duties of
paying agent as set forth in this Indenture.


 


(b)                                 If the Company shall act as its own
paying agent with respect to any series of the Securities, it will on or before
each due date of the principal of (and premium, if any) or interest on
Securities of that series, set aside, segregate and hold in trust for the
benefit of the Persons entitled thereto a sum sufficient to pay such principal
(and premium, if any) or interest so becoming due on Securities of that series
until such sums shall be paid to such Persons or otherwise disposed of as
herein provided and will promptly notify the Trustee of such action, or any
failure (by it or any other obligor on such Securities) to take such
action.  Whenever the Company shall have
one or more paying agents for any series of Securities, it will, prior to each
due date of the principal of (and premium, if any) or interest on any
Securities of that series, deposit with the paying agent a sum sufficient to
pay the principal (and premium, if any) or interest so becoming due, such sum
to be held in trust for the benefit of the Persons entitled to such principal,
premium or interest, and (unless such paying agent is the Trustee) the Company
will promptly notify the Trustee of this action or failure so to act.


 


(c)                                  Notwithstanding anything in this Section to
the contrary, (1) the agreement to hold sums in trust as provided in this Section is
subject to the provisions of Section 11.05, and (2) the Company may
at any time, for the purpose of obtaining the satisfaction and discharge of 


 


18

















 


this
Indenture or for any other purpose, pay, or direct any paying agent to pay, to
the Trustee all sums held in trust by the Company or such paying agent, such
sums to be held by the Trustee upon the same terms and conditions 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.


 


SECTION 4.04                                            Appointment to Fill Vacancy in Office of
Trustee.


 


The
Company, whenever necessary to avoid or fill a vacancy in the office of
Trustee, will appoint, in the manner provided in Section 7.10, a Trustee,
so that there shall at all times be a Trustee hereunder.


 


ARTICLE V


 


SECURITYHOLDERS’
LISTS AND REPORTS

BY THE COMPANY AND THE TRUSTEE


 


SECTION 5.01                                            Company to Furnish Trustee Names and
Addresses of Securityholders.


 


The
Company will furnish or cause to be furnished to the Trustee (a) on each
regular record date (as defined in Section 2.03) a list, in such form as
the Trustee may reasonably require, of the names and addresses of the holders
of each series of Securities as of such regular record date, provided that the
Company shall not be obligated to furnish or cause to be furnished such list at
any time that the list shall not differ in any respect from the most recent
list furnished to the Trustee by the Company 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; provided,
however, that, in either case, no such list need be furnished for any series
for which the Trustee shall be the Security Registrar.


 


SECTION 5.02                                            Preservation of Information;
Communications with Securityholders.


 


(a)                                  The Trustee shall preserve, in as current
a form as is reasonably practicable, all information as to the names and
addresses of the holders of Securities contained in the most recent list
furnished to it as provided in Section 5.01 and as to the names and
addresses of holders of Securities received by the Trustee in its capacity as
Security Registrar (if acting in such capacity).


 


(b)                                 The Trustee may destroy any list
furnished to it as provided in Section 5.01 upon receipt of a new list so
furnished.


 


(c)                                  Securityholders may communicate as
provided in Section 312(b) of the Trust Indenture Act with other
Securityholders with respect to their rights under this Indenture or under the
Securities.  The Company, the Trustee,
the Security Registrar and any other Person shall have the protection of the
Trust Indenture Act Section 312(c).


 


19

















 


SECTION 5.03                                            Reports by the Company.


 


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


 


(b)                                 The Company covenants and agrees to file
with the Trustee and the Commission, in accordance with the rules and
regulations prescribed from to time by the Commission, such additional
information, documents and reports with respect to compliance by the Company
with the conditions and covenants provided for in this Indenture as may be
required from time to time by such rules and regulations.


 


(c)                                  The Company covenants and agrees to transmit
by mail, first class postage prepaid, or reputable overnight delivery service
that provides for evidence of receipt, to the Securityholders, as their names
and addresses appear upon the Security Register, 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 subsections (a) and
(b) of this Section as may be required by rules and regulations
prescribed from time to time by the Commission.


 


SECTION 5.04                                            Reports by the Trustee.


 


(a)                                  On or before [           ] in each year in which any of the
Securities are Outstanding, the Trustee shall transmit by mail, first class
postage prepaid, to the Securityholders, as their names and addresses appear
upon the Security Register, a brief report dated as of the preceding [             ], if and to the extent required
under Section 313(a) of the Trust Indenture Act.


 


(b)                                 The Trustee shall comply with Sections
313(b), 313(c) and 313(d) of the Trust Indenture Act.


 


(c)                                  A copy of each such report shall, at the
time of such transmission to Securityholders, be filed by the Trustee with the
Company, with each stock exchange upon which any Securities are listed (if so
listed) and also with the Commission. 
The Company agrees to notify the Trustee when any Securities become
listed on any stock exchange.


 


(d)                                 If an Event of Default occurs and is
continuing and the Trustee receives actual notice of such Event of Default, the
Trustee shall mail to each Securityholder notice of the uncured Event of
Default within 90 days after the occurrence thereof.  Except in the case of an Event of Default in
payment of principal of, or interest on, any Securities, or in the payment of
any sinking or purchase fund installment, the Trustee may withhold the notice
if and so long as 


 


20

















 


the
board of directors, the executive committee or a trust committee of directors
and/or Responsible Officers of the Trustee in good faith determine that the withholding
of such notice is in the interests of the Securityholders.


 


ARTICLE VI


 


REMEDIES OF THE
TRUSTEE AND SECURITYHOLDERS ON EVENT OF DEFAULT


 


SECTION 6.01                                            Events of Default.


 


(a)                                  Whenever used herein with respect to
Securities of a particular series, “Event of Default” means any one or more of
the following events that has occurred and is continuing:


 


(1)                                  the Company defaults in the payment of
any installment of interest upon any of the Securities of that series, as and
when the same shall become due and payable, and such default continues for a
period of 60 days; provided, however, that a valid extension of an interest
payment period by the Company in accordance with the terms of any indenture
supplemental hereto, shall not constitute a default in the payment of interest
for this purpose;


 


(2)                                  the Company defaults in the payment of
the principal of (or premium, if any, on) any of the Securities of that series
as and when the same shall become due and payable whether at maturity, upon
redemption, by declaration or otherwise, or in any payment required by any
sinking or analogous fund established with respect to that series; provided,
however, that a valid extension of the maturity of such Securities in
accordance with the terms of any indenture supplemental hereto shall not
constitute a default in the payment of principal or premium, if any;


 


(3)                                  the Company fails to observe or perform
any other of its covenants or agreements with respect to that series contained
in this Indenture or otherwise established with respect to that series of
Securities pursuant to Section 2.01 hereof (other than a covenant or
agreement that has been expressly included in this Indenture solely for the
benefit of one or more series of Securities other than such series) for a period
of 90 days after the date on which written notice of such failure, requiring
the same to be remedied and stating that such notice is a “Notice of Default”
hereunder, shall have been given to the Company by the Trustee, by registered
or certified mail, or to the Company and the Trustee by the holders of at least
25% in principal amount of the Securities of that series at the time
Outstanding;


 


(4)                                  the Company pursuant to or within the
meaning of any Bankruptcy Law (i) commences a voluntary case, (ii) consents
to the entry of an order for relief against it in an involuntary case, (iii) consents
to the appointment of a Custodian of it or for all or substantially all of its
property or (iv) makes a general assignment for the benefit of its
creditors;


 


(5)                                  a court of competent jurisdiction enters
an order under any Bankruptcy Law that (i) is for relief against the
Company in an involuntary case, (ii) appoints a Custodian of the Company
for all or substantially all of its property or (iii) orders the
liquidation of the Company, and the order or decree remains unstayed and in
effect for 90 days; or


 


21

















 


(6)                                  any other Event of Default provided for
in such series of Securities.


 


(b)                                 If an Event of Default described in clauses
(1), (2), (3) or (6) occurs and is continuing, then, and in each and
every such case, unless the principal of all of the Securities of such series
shall have already become due and payable, either the Trustee or the holders of
not less than 25% in aggregate principal amount of the Securities of such
series then Outstanding hereunder (each such series voting as a separate class)
by notice in writing to the Company (and to the Trustee if given by
Securityholders), may declare the entire principal of all Securities of such
series and the interest accrued thereon, if any, to be due and payable
immediately, and upon any such declaration the same shall become immediately
due and payable.  If an Event of Default
described in clauses (4) or (5) occurs and is continuing, then and in
each and every such case, the entire principal of all the Securities then
Outstanding and interest accrued thereon, if any, shall become immediately due
and payable.


 


(c)                                  At any time after the principal of the
Securities of that series shall have been so declared due and payable, and
before any judgment or decree for the payment of the moneys due shall have been
obtained or entered as hereinafter provided, the holders of a majority in
aggregate principal amount of the Securities of that series then Outstanding
hereunder, by written notice to the Company and the Trustee, may rescind and
annul such declaration and its consequences if: 
(1) the Company has paid or deposited with the Trustee a sum
sufficient to pay all matured installments of interest upon all the Securities
of that series and the principal of (and premium, if any, on) all Securities of
that series that shall have become due otherwise than by acceleration (with
interest upon such principal and premium, if any, and, to the extent that such
payment is enforceable under applicable law, upon overdue installments of
interest, at the rate per annum expressed in the Securities of that series to
the date of such payment or deposit) and any amount payable to the Trustee
under Section 7.06, and (2) any and all other Events of Default under
the Indenture with respect to such series, other than the nonpayment of
principal on Securities of that series that shall not have become due by their
terms, shall have been remedied or waived as provided in Section 6.06.


 


No
such rescission and annulment shall extend to or shall affect any subsequent
default or impair any right consequent thereon.


 


(d)                                 In case the Trustee shall have proceeded
to enforce any right with respect to Securities of that series under this
Indenture and such proceedings shall have been discontinued or abandoned
because of such rescission or annulment or for any other reason or shall have
been determined adversely to the Trustee, then and in every such case, subject
to any determination in such proceedings, the Company and the Trustee shall be
restored respectively to their former positions and rights hereunder, and all
rights, remedies and powers of the Company and the Trustee shall continue as
though no such proceedings had been taken.


 


SECTION 6.02                                            Suits for Enforcement by Trustee.


 


(a)                                  If an Event of Default specified in Section 6.01(a)(1) or
(2) hereof occurs and is continuing, the Trustee, in its own name and as
trustee of an express trust, shall be entitled and empowered to institute any
action or proceedings at law or in equity for the collection of the 


 


22

















 


sums
so due and unpaid, and may prosecute any such action or proceeding to judgment
or final decree, and may enforce any such judgment or final decree against the
Company or other obligor upon the Securities of that series and collect the
moneys adjudged or decreed to be payable in the manner provided by law out of
the property of the Company or other obligor upon the Securities of that
series, wherever situated.


 


(b)                                 In case of any receivership, insolvency,
liquidation, bankruptcy, reorganization, readjustment, arrangement, composition
or judicial proceedings affecting the Company, or its creditors or property,
the Trustee shall have power to intervene in such proceedings and take any
action therein that may be permitted by the court and shall (except as may be
otherwise provided by law) be entitled to file such proofs of claim and other
papers and documents as may be necessary or advisable in order to have the
claims of the Trustee and of the holders of Securities of a series allowed for
the entire amount due and payable by the Company under this Indenture at the
date of institution of such proceedings and for any additional amount that may
become due and payable by the Company after such date, and to collect and
receive any moneys or other property payable or deliverable on any such claim,
and to distribute the same after the deduction of the amount payable to the
Trustee under Section 7.06; and any receiver, assignee or trustee in
bankruptcy or reorganization is hereby authorized by each of the holders of
Securities of such series to make such payments to the Trustee, and, in the
event that the Trustee shall consent to the making of such payments directly to
such Securityholders, to pay to the Trustee any amount due it under Section 7.06.


 


(c)                                  All rights of action and of asserting
claims under this Indenture, or under any of the terms established with respect
to Securities of a series, may be enforced by the Trustee without the
possession of any of such Securities, or the production thereof at any trial or
other proceeding relative thereto, and any such suit or 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 payment to the Trustee
of any amounts due under Section 7.06, be for the ratable benefit of the
holders of the Securities of such series.


 


In
case of an Event of Default hereunder, the Trustee may in its discretion
proceed to protect and enforce the rights vested in it by this Indenture by
such appropriate judicial proceedings as the Trustee shall deem most effectual
to protect and enforce any of such rights, either at law or in equity or in
bankruptcy or otherwise, whether for the specific enforcement of any covenant
or agreement contained in this Indenture or in aid of the exercise of any power
granted in this Indenture, or to enforce any other legal or equitable right
vested in the Trustee by this Indenture or by law.


 


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


 


23














 


SECTION 6.03                                      Application of Moneys Collected.


 


Any
moneys collected by the Trustee pursuant to this Article with respect to a
particular series of Securities shall be applied in the following order, at the
date or dates fixed by the Trustee and, in case of the distribution of such
moneys on account of principal (or premium, if any) or interest, upon
presentation of the Securities of that series, and notation thereon the
payment, if only partially paid, and upon surrender thereof if fully paid:


 


FIRST:  To the payment of costs and expenses of
collection and of all amounts payable to the Trustee under Section 7.06;


 


SECOND:  To the payment of all Senior Indebtedness of
the Company if and to the extent required by Article Fourteen; and


 


THIRD:  To the payment of the amounts then due and
unpaid upon Securities of such series for principal (and premium, if any) and
interest, 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 premium, if
any) and interest, respectively.


 


SECTION 6.04                                      Limitation on Suits.


 


No
holder of any Security of any series shall have any right by virtue or by
availing of any provision of this Indenture to institute any suit, action or
proceeding in equity or at law upon or under or with respect to this Indenture
or for the appointment of a receiver or trustee, or for any other remedy
hereunder, unless (a) such holder previously shall have given to the
Trustee written notice of an Event of Default and of the continuance thereof
with respect to the Securities of such series specifying such Event of Default,
as hereinbefore provided; (b) the holders of not less than 25% in
aggregate principal amount of the Securities of such series then Outstanding
shall have made written request upon the Trustee to institute such action, suit
or proceeding in its own name as trustee hereunder; (c) such holder or
holders shall have offered to the Trustee such reasonable indemnity as it may
require against the costs, expenses and liabilities to be incurred therein or
thereby; (d) the Trustee for 60 days after its receipt of such notice,
request and offer of indemnity, shall have failed to institute any such action,
suit or proceeding; and (e) during such 60-day period, the holders of a
majority in principal amount of the Securities of that series shall not have
given the Trustee a direction inconsistent with the request.


 


Notwithstanding
anything contained herein to the contrary, the right of any holder of any
Security to receive payment of the principal of (and premium, if any) and
interest on such Security, as therein provided, on or after the respective due
dates expressed in such Security (or in the case of redemption, on the
redemption date), or to institute suit for the enforcement of any such payment
on or after such respective dates or redemption date, shall not be impaired or
affected without the consent of such holder. 
By accepting a Security hereunder it is expressly understood, intended
and covenanted by the taker and holder of every Security of such series with
every other such taker and holder and the Trustee, that no one or more holders
of Securities of such series shall have any right in any manner whatsoever by
virtue or by availing of any provision of this Indenture to affect, disturb or
prejudice the rights of the holders of any other of such Securities, or to
obtain or seek to obtain priority over or preference to any other such 


 


24

















 


holder, or to enforce any right under this Indenture,
except in the manner herein provided and for the equal, ratable and common
benefit of all holders of Securities of such series.  For the protection and enforcement of the
provisions of this Section, each and every Securityholder and the Trustee shall
be entitled to such relief as can be given either at law or in equity.


 


SECTION 6.05                                      Rights and Remedies Cumulative; Delay or
Omission Not Waiver.


 


(a)                                 All powers and remedies given by this Article to
the Trustee or to the Securityholders shall, to the extent permitted by law, be
deemed cumulative and not exclusive of any other powers and remedies available
to the Trustee or the holders of the Securities, by judicial proceedings or
otherwise, to enforce the performance or observance of the covenants and
agreements contained in this Indenture or otherwise established with respect to
such Securities.


 


(b)                                 No delay or omission of the Trustee or of
any holder of any of the Securities to exercise any right or power accruing
upon any Event of Default occurring and continuing as aforesaid shall impair
any such right or power, or shall be construed to be a waiver of any such
default or on acquiescence therein; and, subject to the provisions of Section 6.04,
every power and remedy given by this Article or by law to the Trustee or
the Securityholders may be exercised from time to time, and as often as shall
be deemed expedient, by the Trustee or by the Securityholders.


 


SECTION 6.06                                      Control by Securityholders.


 


The
holders of a majority in aggregate principal amount of the Securities of any
series at the time Outstanding, determined in accordance with Section 8.01,
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 such series; provided, however,
that such direction shall not be in conflict with any rule of law or with
this Indenture or be unduly prejudicial to the rights of holders of Securities
of any other series at the time Outstanding determined in accordance with Section 8.01.  Subject to the provisions of Section 7.01,
the Trustee shall have the right to decline to follow any such direction if the
Trustee in good faith shall, by a Responsible Officer or Officers of the
Trustee, determine that the proceeding so directed would involve the Trustee in
personal liability.  The holders of a
majority in aggregate principal amount of the Securities of any series at the
time Outstanding affected thereby, determined in accordance with Section 8.01,
may on behalf of the holders of all of the Securities of such series waive any
past default in the performance of any of the covenants contained herein or
established pursuant to Section 2.01 with respect to such series and its
consequences, except a default in the payment of the principal of (or premium,
if any) or interest on, any of the Securities of that series as and when the
same shall become due by the terms of such Securities otherwise than by
acceleration (unless such default has been cured and a sum sufficient to pay
all matured installments of interest and principal and any premium has been
deposited with the Trustee (in accordance with Section 6.01(c)).  Upon any such waiver, the default covered
thereby shall be deemed to be cured for all purposes of this Indenture and the
Company, the Trustee and the holders of the Securities of such series shall be
restored to their former positions and rights hereunder, respectively; but no
such waiver shall extend to any subsequent or other default or impair any right
consequent thereon.


 


25

















 


SECTION 6.07                                      Undertaking to Pay Costs.


 


All
parties to this Indenture agree, and each holder of any Securities 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 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
Trustee, to any suit instituted by any Securityholder, or group of
Securityholders, holding more than 10% in aggregate principal amount of the
Outstanding Securities of any series, or to any suit instituted by any
Securityholder for the enforcement of the payment of the principal of (or
premium, if any) or interest on any Security of such series, on or after the
respective due dates expressed in such Security or established pursuant to this
Indenture.


 


ARTICLE VII


 


CONCERNING THE
TRUSTEE


 


SECTION 7.01                                      Certain Duties and Responsibilities of
Trustee.


 


(a)                                 The Trustee, prior to the occurrence of
an Event of Default with respect to the Securities of a series and after the
curing of all Events of Default with respect to the Securities of that series
that may have occurred, shall undertake to perform with respect to the
Securities of such series such duties and only such duties as are specifically
set forth in this Indenture, and no implied covenants shall be read into this
Indenture against the Trustee.  In case
an Event of Default with respect to the Securities of a series has occurred
(that has not been cured or waived), the Trustee shall exercise with respect to
Securities of that 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 person would exercise or use under the circumstances in the conduct of
his own affairs.


 


(b)                                 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)                                 prior to the occurrence of an Event of
Default with respect to the Securities of a series and after the curing or
waiving of all such Events of Default with respect to that series that may have
occurred:


 


(i)  the duties and obligations of the Trustee shall with respect
to the Securities of such series be determined solely by the express provisions
of this Indenture, and the Trustee shall not be liable with respect to the
Securities of such series except for the performance of such duties and
obligations as are specifically set forth in this Indenture, and no implied
covenants or obligations shall be read into this Indenture against the Trustee;
and


 


26

















 


(ii)  in the absence of bad faith on the part of the Trustee, the
Trustee may with respect to the Securities of such series conclusively rely, as
to the truth of the statements and the correctness of the opinions expressed
therein, upon any 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 that 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;


 


(2)                                 the Trustee shall not be liable for any
error of judgment made in good faith by a Responsible Officer or Responsible
Officers of the Trustee, 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 not less than a majority in
principal amount of the Securities of any series at the time Outstanding
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 that
series; and


 


(4)                                 none of the provisions contained in this
Indenture shall require the Trustee to expend or risk its own funds or
otherwise incur personal financial liability in the performance of any of its
duties or in the exercise of any of its rights or powers, if there is
reasonable ground for believing that the repayment of such funds or liability
is not reasonably assured to it under the terms of this Indenture or adequate
indemnity against such risk is not reasonably assured to it.


 


SECTION 7.02                                      Certain Rights of Trustee.


 


Except
as otherwise provided in Section 7.01:


 


(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, consent, order,
approval, bond, security or other paper or document believed by it to be
genuine and to have been signed or presented by the proper party or parties;


 


(b)                                 Any request, direction, order or demand
of the Company mentioned herein shall be sufficiently evidenced by a Board
Resolution or an instrument signed in the name of the Company, by the President
or any Senior Vice President and by the Secretary or an Assistant Secretary or
the Treasurer or an Assistant Treasurer thereof (unless other evidence in
respect thereof is specifically prescribed herein);


 


(c)                                  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 or
suffered or omitted hereunder in good faith and in reliance thereon;


 


27

















 


(d)                                 The Trustee shall be under no obligation
to exercise any of the rights or powers vested in it by this Indenture at the
request, order or direction of any of the Securityholders, pursuant to the
provisions of this Indenture, unless such Securityholders shall have offered to
the Trustee reasonable security or indemnity against the costs, expenses and
liabilities that may be incurred therein or thereby; nothing contained herein
shall, however, relieve the Trustee of the obligation, upon the occurrence of
an Event of Default with respect to a series of the Securities (that has not
been cured or waived) to exercise with respect to Securities of that series
such of the rights and powers vested in it by this Indenture, and to use the
same degree of care and skill in their exercise, as a prudent person would
exercise or use under the circumstances in the conduct of his own affairs;


 


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


 


(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, consent,
order, approval, bond, security or other papers or documents, unless requested
in writing so to do by the holders of not less than a majority in principal
amount of the Outstanding Securities of the particular series affected thereby
(determined as provided in Section 8.04); provided, however, that if the
payment within a reasonable time to the Trustee of the costs, expenses or
liabilities likely to be incurred by it in the making of such investigation is,
in the opinion of the Trustee, not reasonably assured to the Trustee by the
security afforded to it by the terms of this Indenture, the Trustee may require
reasonable indemnity against such costs, expenses or liabilities as a condition
to so proceeding.  The reasonable expense
of every such examination shall be paid by the Company or, if paid by the
Trustee, shall be repaid by the Company upon demand; 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 7.03                                      Trustee Not Responsible for Recitals or
Issuance or Securities.


 


(a)                                 The recitals contained herein and in the
Securities shall be taken as the statements of the Company, and the Trustee
assumes no responsibility for the correctness of the same.


 


(b)                                 The Trustee makes no representations as
to the validity or sufficiency of this Indenture or of the Securities.


 


(c)                                  The Trustee shall not be accountable for
the use or application by the Company of any of the Securities or of the
proceeds of such Securities, or for the use or application of any moneys paid
over by the Trustee in accordance with any provision of this Indenture or
established pursuant to Section 2.01, or for the use or application of any
moneys received by any paying agent other than the Trustee.


 


28

















 


SECTION 7.04                                      May Hold Securities.


 


The
Trustee or any paying agent or Security Registrar, in its individual or any
other capacity, may become the owner or pledgee of Securities with the same
rights it would have if it were not Trustee, paying agent or Security
Registrar.


 


SECTION 7.05                                      Moneys Held in Trust.


 


Subject
to the provisions of Section 11.05, all moneys received by the Trustee
shall, until used or applied as herein provided, be held in trust for the
purposes for which they were received, but need not be segregated from other
funds except to the extent required by law. 
The Trustee shall be under no liability for interest on any moneys
received by it hereunder except such as it may agree with the Company to pay
thereon.


 


SECTION 7.06                                      Compensation and Reimbursement.


 


(a)                                 The Company covenants and agrees to pay
to the Trustee, and the Trustee shall be entitled to, such reasonable
compensation (which shall not be limited by any provision of law in regard to
the compensation of a trustee of an express trust), as the Company and the
Trustee may from time to time agree in writing, for all services rendered by it
in the execution of the trusts hereby created and in the exercise and
performance of any of the powers and duties hereunder of the Trustee, and,
except as otherwise expressly provided herein, the Company will pay or
reimburse the Trustee upon its request for all reasonable expenses,
disbursements and advances incurred or made by the Trustee in accordance with
any of the provisions of this Indenture (including the reasonable compensation
and the expenses and disbursements of its counsel and of all Persons not
regularly in its employ) except any such expense, disbursement or advance as
may arise from its negligence or bad faith. 
The Company also covenants to indemnify the Trustee (and its officers,
agents, directors and employees) for, and to hold it harmless against, any
loss, liability or expense incurred without negligence or bad faith on the part
of the Trustee and arising out of or in connection with the acceptance or
administration of this trust, including the costs and expenses of defending
itself against any claim of liability in the premises.


 


(b)                                 The obligations of the Company under this
Section to compensate and indemnify the Trustee and to pay or reimburse
the Trustee for expenses, disbursements and advances shall constitute
additional indebtedness hereunder.  Such
additional indebtedness shall be secured by a lien prior to that of the
Securities upon all property and funds held or collected by the Trustee as
such, except funds held in trust for the benefit of the holders of particular
Securities.


 


SECTION 7.07                                      Reliance on Officers’ Certificate.


 


Except
as otherwise provided in Section 7.01, whenever in the administration of
the provisions of this Indenture the Trustee shall deem it necessary or
desirable that a matter be proved or established prior to taking or suffering
or omitting to take any action hereunder, such matter (unless other evidence in
respect thereof be herein specifically prescribed) may, in the absence of
negligence or bad faith on the part of the Trustee, be deemed to be
conclusively proved and established by an Officers’ Certificate delivered to
the Trustee and such certificate, in 


 


29

















 


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 to be taken by it under the provisions of this Indenture
upon the faith thereof.


 


SECTION 7.08                                      Disqualification; Conflicting Interests.


 


If the
Trustee has or shall acquire any “conflicting interest” within the meaning of Section 310(b) of
the Trust Indenture Act, the Trustee and the Company shall in all respects
comply with the provisions of Section 310(b) of the Trust Indenture
Act.


 


SECTION 7.09                                      Corporate Trustee Required; Eligibility.


 


There
shall at all times be a Trustee with respect to the Securities issued hereunder
which shall at all times be a corporation organized and doing business under
the laws of the United States of America or any State or Territory thereof or
of the District of Columbia, or a corporation or other Person permitted to act
as trustee by the Commission, authorized under such laws to exercise corporate
trust powers, having a combined capital and surplus of at least 50 million U.S.
dollars ($50,000,000), and subject to supervision or examination by Federal,
State, Territorial or District of Columbia authority.  If such corporation publishes reports of
condition at least annually, pursuant to law or to the requirements of the
aforesaid 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.  The Company
may not, nor may any Person directly or indirectly controlling, controlled by
or under common control with the Company, serve as Trustee.  In case at any time the Trustee shall cease
to be eligible in accordance with the provisions of this Section, the Trustee
shall resign immediately in the manner and with the effect specified in Section 7.10.


 


SECTION 7.10                                      Resignation and Removal; Appointment of
Successor.


 


(a)                                 The Trustee or any successor hereafter
appointed, may at any time resign with respect to the Securities of one or more
series by giving written notice thereof to the Company and by transmitting
notice of resignation by mail, first class postage prepaid, to the
Securityholders of such series, as their names and addresses appear upon the
Security Register.  Upon receiving such
notice of resignation, the Company shall promptly appoint a successor trustee
with respect to Securities of such series by written instrument, in duplicate,
executed by order of the Board of Directors, one copy of which instrument shall
be delivered to the resigning Trustee and one copy to the successor
trustee.  If no successor trustee shall
have been so appointed and have accepted appointment within 30 days after the
mailing 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 Securities of such series, or any Securityholder of that series who
has been a bona fide holder of a Security or Securities for at least six months
may on behalf of himself and all others similarly situated, petition any such
court for the appointment of a successor trustee.  Such court may thereupon after such notice,
if any, as it may deem proper and prescribe, appoint a successor trustee.


 


30

















 


(b)                                 In case at any time any one of the
following shall occur:


 


(1)                                 the Trustee shall fail to comply with the
provisions of Section 7.08 after written request therefor by the Company
or by any Securityholder who has been a bona fide holder of a Security or
Securities for at least six months; or


 


(2)                                 the Trustee shall cease to be eligible in
accordance with the provisions of Section 7.09 and shall fail to resign
after written request therefor by the Company or by any such Securityholder; or


 


(3)                                 the Trustee shall become incapable of
acting, or shall be adjudged a bankrupt or insolvent, or commence a voluntary
bankruptcy proceeding, or a receiver of the Trustee or of its property shall be
appointed or consented to, or any public officer shall take charge or control
of the Trustee or of its property or affairs for the purpose of rehabilitation,
conservation or liquidation,


 


then, in any such case, the Company may remove the
Trustee with respect to all Securities and appoint a successor trustee by
written instrument, in duplicate, executed by order of the Board of Directors,
one copy of which instrument shall be delivered to the Trustee so removed and
one copy to the successor trustee, or, unless the Trustee’s duty to resign is
stayed as provided herein, any Securityholder who has been a bona fide holder
of a Security or Securities for at least six months may, on behalf of that
holder and all others similarly situated, petition any court of competent
jurisdiction for the removal of the Trustee and the appointment of a successor
trustee.  Such court may thereupon after
such notice, if any, as it may deem proper and prescribe, remove the Trustee
and appoint a successor trustee.


 


(c)                                  The holders of a majority in aggregate
principal amount of the Securities of any series at the time Outstanding may at
any time remove the Trustee with respect to such series by so notifying the
Trustee and the Company and may appoint a successor Trustee for such series
with the consent of the Company.


 


(d)                                 Any resignation or removal of the Trustee
and appointment of a successor trustee with respect to the Securities of a
series pursuant to any of the provisions of this Section shall become
effective upon acceptance of appointment by the successor trustee as provided
in Section 7.11.


 


(e)                                  Any successor trustee appointed pursuant
to this Section may be appointed with respect to the Securities of one or
more series or all of such series, and at any time there shall be only one
Trustee with respect to the Securities of any particular series.


 


SECTION 7.11                                      Acceptance of Appointment by Successor.


 


(a)                                 In case of the appointment hereunder of a
successor trustee with respect to all Securities, every such successor trustee
so appointed shall execute, acknowledge and deliver to the Company and to the
retiring Trustee an instrument accepting such appointment, and thereupon the
resignation or removal of the retiring Trustee shall become effective and such 


 


31

















 


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) shall contain such
provisions as shall be deemed necessary or desirable to confirm that all the
rights, powers, trusts and duties of the retiring Trustee with respect to the
Securities of that or those series as to which the retiring Trustee is not
retiring shall continue to be vested in the retiring Trustee, and (3) shall
add to or change any of the provisions of this Indenture as shall be necessary
to provide for or facilitate the administration of the trusts hereunder by more
than one Trustee, it being understood that nothing herein or in such supplemental
indenture shall constitute such Trustees co-trustees of the same trust, that
each such Trustee shall be trustee of a trust or trusts hereunder separate and
apart from any trust or trusts hereunder administered by any other such Trustee
and that no Trustee shall be responsible for any act or failure to act on the
part of any other Trustee hereunder; and upon the execution and delivery of
such supplemental indenture the resignation or removal of the retiring Trustee
shall become effective to the extent provided therein, such retiring Trustee
shall with respect to the Securities of that or those series to which the
appointment of such successor trustee relates have no further responsibility
for the exercise of rights and powers or for the performance of the duties and
obligations vested in the Trustee under this Indenture, 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, to the extent contemplated by such supplemental indenture,
the 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.


 


32














 


(e)           Upon acceptance of appointment by a
successor trustee as provided in this Section, the Company shall transmit
notice of the succession of such trustee hereunder by mail, first class postage
prepaid, to the Securityholders, as their names and addresses appear upon the
Security Register.  If the Company fails
to transmit such notice within ten days after acceptance of appointment by the
successor trustee, the successor trustee shall cause such notice to be transmitted
at the expense of the Company.


 


SECTION 7.12               Merger, Conversion, Consolidation
or Succession to Business.


 


Any corporation into
which the Trustee may be merged or converted or with which it may be
consolidated, or any corporation resulting from any merger, conversion or
consolidation to which the Trustee shall be a party, or any corporation
succeeding to the corporate trust business of the Trustee, shall be the
successor of the Trustee hereunder, provided that such corporation shall be
qualified under the provisions of Section 7.08 and eligible under the
provisions of Section 7.09, without the execution or filing of any paper
or any further act on the part of any of the parties hereto, anything herein to
the contrary notwithstanding.  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 authenticated with the same effect as if such successor Trustee had itself
authenticated such Securities.


 


SECTION 7.13               Preferential Collection of Claims
against the Company.


 


The Trustee shall comply
with Section 311(a) of the Trust Indenture Act, excluding any
creditor relationship described in Section 311(b) of the Trust
Indenture Act.  A Trustee who has
resigned or been removed shall be subject to Section 311(a) of the
Trust Indenture Act to the extent included therein.


 


ARTICLE VIII


 


CONCERNING THE SECURITYHOLDERS


 


SECTION 8.01               Evidence of Action by
Securityholders.


 


Whenever in this
Indenture it is provided that the holders of a majority or specified percentage
in aggregate principal amount of the Securities of a particular series may take
any action (including the making of any demand or request, the giving of any notice,
consent or waiver or the taking of any other action), the fact that at the time
of taking any such action the holders of such majority or specified percentage
of that series have joined therein may be evidenced by any instrument or any
number of instruments of similar tenor executed by such holders of Securities
of that series in Person or by agent or proxy appointed in writing.


 


If the Company shall
solicit from the Securityholders of any series any request, demand,
authorization, direction, notice, consent, waiver or other action, the Company
may, at its option, as evidenced by an Officers’ Certificate, fix in advance a
record date for such series for the determination of Securityholders entitled
to give such request, demand, authorization, direction, 


 


33

















 


notice, consent, waiver
or other action, but the Company shall have no obligation to do so.  If such a record date is fixed, such request,
demand, authorization, direction, notice, consent, waiver or other action may
be given before or after the record date, but only the Securityholders of
record at the close of business on the record date shall be deemed to be
Securityholders for the purposes of determining whether Securityholders of the
requisite proportion of Outstanding Securities of that series have authorized
or agreed or consented to such request, demand, authorization, direction,
notice, consent, waiver or other action, and for that purpose the Outstanding
Securities of that series shall be computed as of the record date; provided,
however, that no such authorization, agreement or consent by such
Securityholders on the record date shall be deemed effective unless it shall
become effective pursuant to the provisions of this Indenture not later than
six months after the record date.


 


SECTION 8.02               Proof of Execution by
Securityholders.


 


Subject to the provisions
of Section 7.01, proof of the execution of any instrument by a
Securityholder (such proof will not require notarization) or his agent or proxy
and proof of the holding by any Person of any of the Securities shall be
sufficient if made in the following manner:


 


(a)           The fact and date of the execution by
any such Person of any instrument may be proved in any reasonable manner
acceptable to the Trustee.


 


(b)           The ownership of Securities shall be
proved by the Security Register of such Securities or by a certificate of the
Security Registrar thereof.


 


(c)           The Trustee may require such
additional proof of any matter referred to in this Section as it shall
deem necessary.


 


SECTION 8.03               Who May be Deemed Owners.


 


Prior to the due
presentment for registration of transfer of any Security, the Company, the
Trustee, any paying agent and any Security Registrar may deem and treat the
Person in whose name such Security shall be registered upon the books of the
Company as the absolute owner of such Security (whether or not such Security
shall be overdue and notwithstanding any notice of ownership or writing thereon
made by anyone other than the Security Registrar) for the purpose of receiving
payment of or on account of the principal of (and premium, if any) and (subject
to Section 2.03) interest on such Security and for all other purposes; and
neither the Company nor the Trustee nor any paying agent nor any Security
Registrar shall be affected by any notice to the contrary.


 


SECTION 8.04               Certain Securities Owned by
Company Disregarded.


 


In determining whether
the holders of the requisite aggregate principal amount of Securities of a
particular series have concurred in any direction, consent or waiver under this
Indenture, the Securities of that series that are owned by the Company or any
other obligor on the Securities of that series or by any Person directly or
indirectly controlling or controlled by or 


 


34

















 


under common control with
the Company or any other obligor on the Securities of that series shall be
disregarded and deemed not to be Outstanding for the purpose of any such
determination, except that for the purpose of determining whether the Trustee
shall be protected in relying on any such direction, consent or waiver, only
Securities of such series that the Trustee actually knows are so owned shall be
so disregarded.  The Securities so owned
that have been pledged in good faith may be regarded as Outstanding for the
purposes of this Section, if the pledgee shall establish to the satisfaction of
the Trustee the pledgee’s right so to act with respect to such Securities and
that the pledgee is not a Person directly or indirectly controlling or
controlled by or under direct or indirect common control with the Company or
any such other obligor.  In case of a
dispute as to such right, any decision by the Trustee taken upon the advice of
counsel shall be full protection to the Trustee.


 


SECTION 8.05               Actions Binding on Future
Securityholders.


 


At any time prior to (but
not after) the evidencing to the Trustee, as provided in Section 8.01, of
the taking of any action by the holders of the majority or percentage in aggregate
principal amount of the Securities of a particular series specified in this
Indenture in connection with such action, any holder of a Security of that
series that is shown by the evidence to be included in the Securities the
holders of which have consented to such action may, by filing written notice
with the Trustee, and upon proof of holding as provided in Section 8.02,
revoke such action so far as concerns such Security.  Except as aforesaid any such action taken by
the holder of any Security shall be conclusive and binding upon such holder and
upon all future holders and owners of such Security, and of any Security issued
in exchange therefor, on registration of transfer thereof or in place thereof,
irrespective of whether or not any notation in regard thereto is made upon such
Security.  Any action taken by the
holders of the majority or percentage in aggregate principal amount of the
Securities of a particular series specified in this Indenture in connection
with such action shall be conclusively binding upon the Company, the Trustee
and the holders of all the Securities of that series.


 


ARTICLE IX


 


SUPPLEMENTAL INDENTURES


 


SECTION 9.01               Supplemental Indentures without
the Consent of Securityholders.


 


In addition to any
supplemental indenture otherwise authorized by this Indenture, the Company and
the Trustee may from time to time and at any time enter into an indenture or
indentures supplemental hereto (which shall conform to the provisions of the
Trust Indenture Act as then in effect), without the consent of the
Securityholders, for one or more of the following purposes:


 


(a)           to cure any ambiguity, defect or
inconsistency herein or in the Securities of any series;


 


(b)           to comply with Article Ten;


 


35

















 


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


 


(d)           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;


 


(e)           to add to, delete from or revise the
conditions, limitations and restrictions on the authorized amount, terms,
purposes of issue, authentication and delivery of Securities, as herein set
forth;


 


(f)            to make any change that does not
adversely affect the rights of any Securityholder in any material respect; or


 


(g)           to provide for the issuance of and
establish the form and terms and conditions of the Securities of any series as
provided in Section 2.01, to establish the form of any certifications
required to be furnished pursuant to the terms of this Indenture or any series
of Securities, or to add to the rights of the holders of any series of
Securities.


 


The Trustee is hereby
authorized to join with the Company in the execution of any such supplemental
indenture, and to make any further appropriate agreements and stipulations that
may be therein contained, but the Trustee 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.


 


Any supplemental indenture
authorized by the provisions of this Section may be executed by the
Company and the Trustee without the consent of the holders of any of the
Securities at the time Outstanding, notwithstanding any of the provisions of Section 9.02.


 


SECTION 9.02               Supplemental Indentures with
Consent of Securityholders.


 


With the consent
(evidenced as provided in Section 8.01) of the holders of not less than a
majority in aggregate principal amount of the Securities of each series
affected by such supplemental indenture or indentures at the time Outstanding,
the Company, when authorized by Board Resolutions, and the Trustee may from
time to time and at any time enter into an indenture or indentures supplemental
hereto (which shall conform to the provisions of the Trust Indenture Act as
then in effect) 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 not covered by Section 9.01
the rights of the holders of the Securities of such series under this
Indenture; provided, however, that no such supplemental indenture shall,
without the consent of the holders of each Security then Outstanding and
affected thereby, (i) extend the fixed maturity of any Securities of any
series, or reduce the principal amount thereof, or reduce the rate or extend
the time of payment of interest thereon, or reduce any premium payable upon the
redemption thereof, or make the principal thereof or interest thereon payable
in any currency other than that provided in the Securities or in accordance
with the terms 


 


36

















 


thereof, or impair or
affect the right of any Securityholder to institute suit for the payment or
conversion thereof or, if the Securities provide therefor, any right of
repayment at the option of the Securityholder, or modify any of the provisions
of this paragraph except to increase any required percentage or to provide that
certain other provisions cannot be modified or waived without the consent of
the holder of each Security so affected; or (ii) reduce the aforesaid
percentage of Securities, the holders of which are required to consent to any
such supplemental indenture.


 


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


 


SECTION 9.03               Effect of Supplemental
Indentures.


 


Upon the execution of any
supplemental indenture pursuant to the provisions of this Article or of Section 10.01,
this Indenture shall, with respect to such series, be and be deemed to be
modified and amended in accordance therewith and the respective rights,
limitations of rights, obligations, duties and immunities under this Indenture
of the Trustee, the Company and the holders of Securities of the series
affected thereby shall thereafter be determined, exercised and enforced hereunder
subject in all respects to such modifications and amendments, and all the terms
and conditions of any such supplemental indenture shall be and be deemed to be
part of the terms and conditions of this Indenture for any and all purposes.


 


SECTION 9.04               Securities Affected by
Supplemental Indentures.


 


Securities of any series
affected by a supplemental indenture, authenticated and delivered after the
execution of such supplemental indenture pursuant to the provisions of this Article or
of Section 10.01, may bear a notation in form approved by the Company,
provided such form meets the requirements of any exchange upon which such
series may be listed, as to any matter provided for in such supplemental
indenture.  If the Company shall so
determine, new Securities of that series so modified as to conform, in the
opinion of the Board of Directors, to any modification of this Indenture
contained in any such supplemental indenture may be prepared by the Company,
authenticated by the Trustee and delivered in exchange for the Securities of
that series then Outstanding.


 


SECTION 9.05               Execution of Supplemental
Indentures.


 


Upon the request of the
Company, accompanied by Board Resolutions authorizing the execution of any such
supplemental indenture, and upon the filing with the Trustee of evidence of the
consent of Securityholders required to consent thereto as aforesaid, the
Trustee shall join with the Company in the execution of such supplemental
indenture unless such supplemental indenture affects the Trustee’s own rights,
duties or immunities under this Indenture or otherwise, in which case the
Trustee may in its discretion but shall not be obligated to enter into such
supplemental indenture.  The Trustee,
subject to the provisions of Section 7.01, may receive an Opinion of
Counsel as conclusive evidence that any supplemental indenture executed
pursuant to this Article is authorized or permitted by, and conforms to,
the terms of this Article 


 


37

















 


and that it is proper for
the Trustee under the provisions of this Article to join in the execution
thereof; provided, however, that such Opinion of Counsel need not be provided
in connection with the execution of a supplemental indenture that establishes
the terms of a series of Securities pursuant to Section 2.01 hereof.


 


Promptly after the
execution by the Company and the Trustee of any supplemental indenture pursuant
to the provisions of this Section, the Trustee shall transmit by mail, first
class postage prepaid, a notice, setting forth in general terms the substance
of such supplemental indenture, to the Securityholders of all series affected
thereby as their names and addresses appear upon the Security Register.  Any failure of the Trustee to mail such
notice, or any defect therein, shall not, however, in any way impair or affect
the validity of any such supplemental indenture.


 


ARTICLE X


 


SUCCESSOR ENTITY


 


SECTION 10.01             Company May Consolidate, Etc.


 


Nothing contained in this
Indenture or in any of the Securities shall prevent any consolidation or merger
of the Company with or into any other Person (whether or not affiliated with
the Company) or successive consolidations or mergers in which the Company or
its successor or successors shall be a party or parties, or shall prevent any
sale, conveyance, transfer or other disposition of the property of the Company
or its successor or successors as an entirety, or substantially as an entirety,
to any other corporation (whether or not affiliated with the Company or its
successor or successors) authorized to acquire and operate the same; provided,
however, the Company hereby covenants and agrees that, upon any such
consolidation or merger (in each case, if the Company is not the survivor of
such transaction), sale, conveyance, transfer or other disposition, the due and
punctual payment of the principal of (premium, if any) and interest on all of
the Securities of all series in accordance with the terms of each series,
according to their tenor, and the due and punctual performance and observance
of all the covenants and conditions of this Indenture with respect to each
series or established with respect to such series pursuant to Section 2.01
to be kept or performed by the Company shall be expressly assumed, by
supplemental indenture (which shall conform to the provisions of the Trust
Indenture Act as then in effect) satisfactory in form to the Trustee executed
and delivered to the Trustee by the entity formed by such consolidation, or
into which the Company shall have been merged, or by the entity which shall
have acquired such property; provided, further, that immediately after giving
effect to such transaction and treating any indebtedness which becomes an
obligation of the Company or any Subsidiary as a result of such transaction as having
been incurred by the Company or such Subsidiary at the time of such
transaction, no Event of Default, and no event which, after notice or lapse of
time or both, would become an Event of Default, shall have happened and be
continuing.


 


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SECTION 10.02             Successor
Entity Substituted.


 


(a)           In case of any such consolidation,
merger, sale, conveyance, transfer or other disposition and upon the assumption
by the successor entity by supplemental indenture, executed and delivered to
the Trustee and satisfactory in form to the Trustee, of the due and punctual
payment of the principal of (and premium, if any) and interest on all of the
Securities of all series Outstanding and the due and punctual performance of all
of the covenants and conditions of this Indenture or established with respect
to each series of the Securities pursuant to Section 2.01 to be performed
by the Company with respect to each series, such successor entity shall succeed
to and be substituted for the Company with the same effect as if it had been
named as the Company herein, and thereupon the predecessor corporation shall be
relieved of all obligations and covenants under this Indenture and the
Securities.


 


(b)           In case of any such consolidation,
merger, sale, conveyance, transfer or other disposition, such changes in
phraseology and form (but not in substance) may be made in the Securities
thereafter to be issued as may be appropriate.


 


(c)           Nothing contained in this Article shall
apply to limit or impose any requirements upon the consolidation or merger of
any Person into the Company where the Company is the survivor of such
transaction, or the acquisition by the Company, by purchase or otherwise, of
all or any part of the property of any other Person (whether or not affiliated
with the Company).


 


SECTION 10.03             Evidence of Consolidation, Etc. to
Trustee.


 


The Trustee, subject to
the provisions of Section 7.01, may receive an Opinion of Counsel as
conclusive evidence that any such consolidation, merger, sale, conveyance,
transfer or other disposition, and any such assumption, comply with the
provisions of this Article.


 


ARTICLE XI


 


SATISFACTION AND DISCHARGE


 


SECTION 11.01             Satisfaction and Discharge of
Indenture.


 


If at any time: (a) the
Company shall have delivered to the Trustee for cancellation all Securities of
a series theretofore authenticated (other than any Securities that have been
destroyed, lost or stolen and that have been replaced or paid as provided in Section 2.07)
and Securities for whose payment money or Governmental Obligations have
theretofore been deposited in trust or segregated and held in trust by the
Company (and thereupon repaid to the Company or discharged from such trust, as
provided in Section 11.05); or (b) all such Securities of a
particular series not theretofore delivered to the Trustee for cancellation
shall have become due and payable, or are by their terms to become due and
payable within one year or are to be called for redemption within one year
under arrangements satisfactory to the Trustee for the giving of notice of
redemption, and the Company shall deposit or cause to be deposited with the
Trustee as trust funds the entire amount in moneys or Governmental Obligations
or a combination thereof, sufficient in the opinion of a nationally recognized
firm of independent 


 


39

















 


public accountants
expressed in a written certification thereof delivered to the Trustee, to pay
at maturity or upon redemption all Securities of that series not theretofore
delivered to the Trustee for cancellation, including principal (and premium, if
any) and interest due or to become due to such date of maturity or date fixed
for redemption, as the case may be, and if the Company shall also pay or cause
to be paid all other sums payable hereunder with respect to such series by the
Company then this Indenture shall thereupon cease to be of further effect with
respect to such series except for the provisions of Sections 2.03, 2.05, 2.07,
4.02, 4.03 and 7.10, that shall survive until the date of maturity or
redemption date, as the case may be, and Sections 7.06 and 11.05, that shall
survive to such date and thereafter, and the Trustee, on demand of the Company
and at the cost and expense of the Company, shall execute proper instruments
acknowledging satisfaction of and discharging this Indenture with respect to
such series.


 


SECTION 11.02             Discharge of Obligations.


 


If at any time all such
Securities of a particular series not heretofore delivered to the Trustee for
cancellation or that have not become due and payable as described in Section 11.01
shall have been paid by the Company by depositing irrevocably with the Trustee
as trust funds moneys or an amount of Governmental Obligations sufficient to
pay at maturity or upon redemption all such Securities of that series not
theretofore delivered to the Trustee for cancellation, including principal (and
premium, if any) and interest due or to become due to such date of maturity or
date fixed for redemption, as the case may be, and if the Company shall also
pay or cause to be paid all other sums payable hereunder by the Company with
respect to such series, then after the date such moneys or Governmental
Obligations, as the case may be, are deposited with the Trustee, the
obligations of the Company under this Indenture with respect to such series
shall cease to be of further effect except for the provisions of Sections 2.03,
2.05, 2.07, 4.01, 4.03, 7.06, 7.10 and 11.05 hereof that shall survive until
such Securities shall mature and be paid. 
Thereafter, Sections 7.06 and 11.05 shall survive.


 


SECTION 11.03             Deposited Moneys to be Held in
Trust.


 


All moneys or
Governmental Obligations deposited with the Trustee pursuant to Sections 11.01
or 11.02 shall be held in trust and shall be available for payment as due,
either directly or through any paying agent (including the Company acting as
its own paying agent), to the holders of the particular series of Securities
for the payment or redemption of which such moneys or Governmental Obligations
have been deposited with the Trustee.


 


SECTION 11.04             Payment of Moneys Held by Paying
Agents.


 


In connection with the
satisfaction and discharge of this Indenture all moneys or Governmental
Obligations then held by any paying agent under the provisions of this
Indenture shall, upon demand of the Company, be paid to the Trustee and
thereupon such paying agent shall be released from all further liability with
respect to such moneys or Governmental Obligations.


 


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SECTION 11.05             Repayment to Company.


 


Any moneys or
Governmental Obligations deposited with any paying agent or the Trustee, or
then held by the Company, in trust for payment of principal of (and premium, if
any) or interest on the Securities of a particular series that are not applied
but remain unclaimed by the holders of such Securities for at least two years
after the date upon which the principal of (and premium, if any) or interest on
such Securities shall have respectively become due and payable, shall be repaid
to the Company or (if then held by the Company) shall be discharged from such
trust; and thereupon the paying agent and the Trustee shall be released from
all further liability with respect to such moneys or Governmental Obligations,
and the holder of any of the Securities entitled to receive such payment shall
thereafter, as an unsecured general creditor, look only to the Company for the
payment thereof.


 


ARTICLE XII


 


IMMUNITY OF INCORPORATORS, STOCKHOLDERS, OFFICERS AND
DIRECTORS


 


SECTION 12.01             No Recourse.


 


No recourse under or upon
any obligation, covenant or agreement of this Indenture, or of any Security, or
for any claim based thereon or otherwise in respect thereof, shall be had
against any incorporator, stockholder, officer or director, past, present or
future as such, of the Company or of any predecessor or successor corporation,
either directly or through the Company or any such predecessor or successor
corporation, whether by virtue of any constitution, statute or rule of
law, or by the enforcement of any assessment or penalty or otherwise; it being
expressly understood that this Indenture and the obligations issued hereunder
are solely corporate obligations, and that no such personal liability whatever
shall attach to, or is or shall be incurred by, the incorporators,
stockholders, officers or directors as such, of the Company or of any
predecessor or successor corporation, or any of them, because of the creation
of the indebtedness hereby authorized, or under or by reason of the
obligations, covenants or agreements contained in this Indenture or in any of
the Securities or implied therefrom; and that any and all such personal
liability of every name and nature, either at common law or in equity or by
constitution or statute, of, and any and all such rights and claims against,
every such incorporator, stockholder, officer or director as such, because of
the creation of the indebtedness hereby authorized, or under or by reason of
the obligations, covenants or agreements contained in this Indenture or in any
of the Securities or implied therefrom, are hereby expressly waived and
released as a condition of, and as a consideration for, the execution of this
Indenture and the issuance of such Securities.


 


ARTICLE XIII


 


MISCELLANEOUS PROVISIONS


 


SECTION 13.01             Effect on Successors and Assigns.


 


All the covenants,
stipulations, promises and agreements in this Indenture contained by or on
behalf of the Company shall bind its successors and assigns, whether so
expressed or not.


 


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SECTION 13.02             Actions by Successor.


 


Any act or proceeding by
any provision of this Indenture authorized or required to be done or performed
by any board, committee or officer of the Company shall and may be done and
performed with like force and effect by the corresponding board, committee or
officer of any corporation that shall at the time be the lawful successor of
the Company.


 


SECTION 13.03             Notices.


 


Except as otherwise
expressly provided herein any notice or demand that by any provision of this
Indenture is required or permitted to be given or served by the Trustee or by
the holders of Securities to or on the Company may be given or served by being
deposited first class postage prepaid in a post-office letterbox addressed
(until another address is filed in writing by the Company with the Trustee), as
follows: [                               
].  Any notice, election, request
or demand by the Company or any Securityholder to or upon the Trustee shall be
deemed to have been sufficiently given or made, for all purposes, if given or
made in writing at the Corporate Trust Office of the Trustee.


 


SECTION 13.04             Governing Law.


 


This Indenture and each
Security shall be deemed to be a contract made under the internal laws of the
State of New York, and for all purposes shall be construed in accordance with
the laws of said State.


 


SECTION 13.05             Compliance Certificates and
Opinions.


 


(a)           Upon any application or demand by the
Company to the Trustee to take any action under any of the provisions of this
Indenture, the Company shall furnish to the Trustee an Officers’ Certificate
stating that all conditions precedent 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 have
been complied with, except that in the case of any such application or demand
as to which the furnishing of such documents is specifically required by any
provision of this Indenture relating to such particular application or demand,
no additional certificate or opinion need be furnished.


 


(b)           Each certificate or opinion provided
for in this Indenture and delivered to the Trustee with respect to compliance
with a condition or covenant in this Indenture shall include (1) a
statement that the Person making such certificate or opinion has read such
covenant or condition; (2) a brief statement as to the nature and scope of
the examination or investigation upon which the statements or opinions
contained in such certificate or opinion are based; (3) a statement that,
in the opinion of such Person, he 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 or not, in the opinion of such Person, such condition or covenant
has been complied with.


 


42

















 


(c)           The Company shall furnish to the
Trustee, on
[                                ]
of each year, a brief certificate from the principal executive officer,
principal financial officer or principal accounting officer as to his or her
knowledge of such obligor’s compliance with all conditions and covenants under
this Indenture.  For purposes of this
subsection, such compliance shall be determined without regard to any period of
grace or requirement of notice provided hereunder.


 


SECTION 13.06             Payments on Business Days.


 


Except as provided
pursuant to Section 2.01 pursuant to a Board Resolution, and as set forth
in an Officers’ Certificate, or established in one or more indentures
supplemental to this Indenture, in any case where the date of maturity of
interest or principal of any Security or the date of redemption of any Security
shall not be a Business Day, then payment of interest or principal (and
premium, if any) may be made on the next succeeding Business Day with the same
force and effect as if made on the nominal date of maturity or redemption, and
no interest shall accrue for the period after such nominal date.


 


SECTION 13.07             Conflict with Trust Indenture Act.


 


If and to the extent that
any provision of this Indenture limits, qualifies or conflicts with the duties
imposed by Sections 310 to 317, inclusive, of the Trust Indenture Act, such
imposed duties shall control.


 


SECTION 13.08             Counterparts.


 


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


 


SECTION 13.09             Separability.


 


In case any one or more
of the provisions contained in this Indenture or in the Securities of any
series shall for any reason be held to be invalid, illegal or unenforceable in
any respect, such invalidity, illegality or unenforceability shall not affect
any other provisions of this Indenture or of such Securities, but this
Indenture and such Securities shall be construed as if such invalid or illegal
or unenforceable provision had never been contained herein or therein.


 


SECTION 13.10             Assignment.


 


The Company will have the
right at all times to assign any of its rights or obligations under this
Indenture to a direct or indirect wholly owned Subsidiary of the Company,
provided that, in the event of any such assignment, the Company will remain
liable for all such obligations.  Subject
to the foregoing, the Indenture is binding upon and inures to the benefit of
the parties thereto and their respective successors and assigns.  This Indenture may not otherwise be assigned
by the parties thereto.


 


43

















 


ARTICLE XIV


 


SUBORDINATION OF SECURITIES


 


SECTION 14.01             Subordination Terms.


 


The payment by the
Company of the principal of (and premium, if any) and interest on any series of
Securities issued hereunder shall be subordinated to the extent set forth in an
indenture supplemental hereto relating to such Securities.


 


44

















 


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


 


	
   

  	
  MOMENTA
  PHARMACEUTICALS, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  [                              ],

  
	
   

  	
  as Trustee

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  



 


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