Exhibit 4.2 




 




FORM 






 





 


 




HYDROGENICS
CORPORATION, 






as Issuer 




 




and 






, 




 




as Trustee 




 






 




Indenture





 




Dated as of
                ,
20 




 






 


 




 




















 




TABLE OF CONTENTS 




 




	
   

  	
   

  	
   

  	
   

  	
  Page

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  PARTIES

  	
   

  	
  1

  
	
  RECITALS OF THE COMPANY

  	
   

  	
  1

  
	
   

  	
   

  	
   

  
	
  ARTICLE ONE

  
	
  DEFINITIONS AND OTHER PROVISIONS OF GENERAL
  APPLICATION

  
	
   

  	
   

  	
   

  
	
  SECTION 101.

  	
  Definitions

  	
   

  	
  1

  
	
   

  	
   

  	
  “Act”

  	
   

  	
  2

  
	
   

  	
   

  	
  “Additional Amounts”

  	
   

  	
  2

  
	
   

  	
   

  	
  “Affiliate”

  	
   

  	
  2

  
	
   

  	
   

  	
  “Authenticating Agent”

  	
   

  	
  2

  
	
   

  	
   

  	
  “Authorized Newspaper”

  	
   

  	
  2

  
	
   

  	
   

  	
  “Bearer Security”

  	
   

  	
  2

  
	
   

  	
   

  	
  “Board of Directors”

  	
   

  	
  2

  
	
   

  	
   

  	
  “Board Resolution”

  	
   

  	
  2

  
	
   

  	
   

  	
  “branch register”

  	
   

  	
  2

  
	
   

  	
   

  	
  “branch security registrar”

  	
   

  	
  2

  
	
   

  	
   

  	
  “Business Day”

  	
   

  	
  3

  
	
   

  	
   

  	
  “Central Register”

  	
   

  	
  3

  
	
   

  	
   

  	
  “Central Security Registrar”

  	
   

  	
  3

  
	
   

  	
   

  	
  “Clearstream”

  	
   

  	
  3

  
	
   

  	
   

  	
  “Commission”

  	
   

  	
  3

  
	
   

  	
   

  	
  “Common Depositary”

  	
   

  	
  3

  
	
   

  	
   

  	
  “Company”

  	
   

  	
  3

  
	
   

  	
   

  	
  “Company Request” or “Company Order”

  	
   

  	
  3

  
	
   

  	
   

  	
  “Component Currency”

  	
   

  	
  3

  
	
   

  	
   

  	
  “Conversion Date”

  	
   

  	
  3

  
	
   

  	
   

  	
  “Conversion Event”

  	
   

  	
  3

  
	
   

  	
   

  	
  “Corporate Trust Office”

  	
   

  	
  3

  
	
   

  	
   

  	
  “corporation”

  	
   

  	
  3

  
	
   

  	
   

  	
  “coupon”

  	
   

  	
  4

  
							





 




Note:      This table of contents shall not, for any
purpose, be deemed to be a part of the Indenture. 




 


i

















 




	
   

  	
   

  	
  “covenant defeasance”

  	
   

  	
  4

  
	
   

  	
   

  	
  “Currency”

  	
   

  	
  4

  
	
   

  	
   

  	
  “Default”

  	
   

  	
  4

  
	
   

  	
   

  	
  “Defaulted Interest”

  	
   

  	
  4

  
	
   

  	
   

  	
  “defeasance”

  	
   

  	
  4

  
	
   

  	
   

  	
  “Depositary”

  	
   

  	
  4

  
	
   

  	
   

  	
  “Dollar” or “$”

  	
   

  	
  4

  
	
   

  	
   

  	
  “Dollar Equivalent of the Currency Unit”

  	
   

  	
  4

  
	
   

  	
   

  	
  “Dollar Equivalent of the Foreign Currency”

  	
   

  	
  4

  
	
   

  	
   

  	
  “Election Date”

  	
   

  	
  4

  
	
   

  	
   

  	
  “Euro”

  	
   

  	
  4

  
	
   

  	
   

  	
  “Euroclear”

  	
   

  	
  4

  
	
   

  	
   

  	
  “Event of Default”

  	
   

  	
  4

  
	
   

  	
   

  	
  “Exchange Date”

  	
   

  	
  4

  
	
   

  	
   

  	
  “Exchange Rate Agent”

  	
   

  	
  4

  
	
   

  	
   

  	
  “Exchange Rate Officer’s Certificate”

  	
   

  	
  5

  
	
   

  	
   

  	
  “Extension Notice”

  	
   

  	
  5

  
	
   

  	
   

  	
  “Extension Period”

  	
   

  	
  5

  
	
   

  	
   

  	
  “First Currency”

  	
   

  	
  5

  
	
   

  	
   

  	
  “Foreign Currency”

  	
   

  	
  5

  
	
   

  	
   

  	
  “GAAP”

  	
   

  	
  5

  
	
   

  	
   

  	
  “Government Obligations”

  	
   

  	
  5

  
	
   

  	
   

  	
  “Holder”

  	
   

  	
  6

  
	
   

  	
   

  	
  “Indenture”

  	
   

  	
  6

  
	
   

  	
   

  	
  “Indexed Security”

  	
   

  	
  6

  
	
   

  	
   

  	
  “interest”

  	
   

  	
  6

  
	
   

  	
   

  	
  “Interest Payment Date”

  	
   

  	
  6

  
	
   

  	
   

  	
  “Judgment Currency”

  	
   

  	
  6

  
	
   

  	
   

  	
  “mandatory sinking fund payment”

  	
   

  	
  6

  
	
   

  	
   

  	
  “Market Exchange Rate”

  	
   

  	
  6

  
	
   

  	
   

  	
  “Maturity”

  	
   

  	
  7

  
	
   

  	
   

  	
  “Officer’s Certificate”

  	
   

  	
  7

  
	
   

  	
   

  	
  “Opinion of Counsel”

  	
   

  	
  7

  
	
   

  	
   

  	
  “Optional Reset Date”

  	
   

  	
  7

  
	
   

  	
   

  	
  “optional sinking fund payment”

  	
   

  	
  7

  
	
   

  	
   

  	
  “Original Issue Discount Security”

  	
   

  	
  7

  
	
   

  	
   

  	
  “Original Stated Maturity”

  	
   

  	
  7

  
	
   

  	
   

  	
  “Other Currency”

  	
   

  	
  7

  
	
   

  	
   

  	
  “Outstanding”

  	
   

  	
  7

  
	
   

  	
   

  	
  “Paying Agent”

  	
   

  	
  8

  
	
   

  	
   

  	
  “Person”

  	
   

  	
  8

  
	
   

  	
   

  	
  “Place of Payment”

  	
   

  	
  9

  
	
   

  	
   

  	
  “Predecessor Security”

  	
   

  	
  9

  
	
   

  	
   

  	
  “rate(s) of exchange”

  	
   

  	
  9

  





 


ii

















 




	
   

  	
   

  	
  “Redemption Date”

  	
   

  	
  9

  
	
   

  	
   

  	
  “Redemption Price”

  	
   

  	
  9

  
	
   

  	
   

  	
  “Registered Security”

  	
   

  	
  9

  
	
   

  	
   

  	
  “Regular Record Date”

  	
   

  	
  9

  
	
   

  	
   

  	
  “Repayment Date”

  	
   

  	
  9

  
	
   

  	
   

  	
  “Repayment Price”

  	
   

  	
  9

  
	
   

  	
   

  	
  “Required Currency”

  	
   

  	
  9

  
	
   

  	
   

  	
  “Reset Notice”

  	
   

  	
  9

  
	
   

  	
   

  	
  “Responsible Officer”

  	
   

  	
  9

  
	
   

  	
   

  	
  “Securities”

  	
   

  	
  9

  
	
   

  	
   

  	
  “Security Interest”

  	
   

  	
  10

  
	
   

  	
   

  	
  “Security Register” and “Security
  Registrar”

  	
   

  	
  10

  
	
   

  	
   

  	
  “Special Record Date”

  	
   

  	
  10

  
	
   

  	
   

  	
  “Specified Amount”

  	
   

  	
  10

  
	
   

  	
   

  	
  “Stated Maturity”

  	
   

  	
  10

  
	
   

  	
   

  	
  “Subsequent Interest Period”

  	
   

  	
  10

  
	
   

  	
   

  	
  “Taxes”

  	
   

  	
  10

  
	
   

  	
   

  	
  “Trust Indenture Act” or “TIA”

  	
   

  	
  10

  
	
   

  	
   

  	
  “Trust Indenture Legislation”

  	
   

  	
  10

  
	
   

  	
   

  	
  “Trustee”

  	
   

  	
  10

  
	
   

  	
   

  	
  “United States”

  	
   

  	
  11

  
	
   

  	
   

  	
  “Valuation Date”

  	
   

  	
  11

  
	
   

  	
   

  	
  “Vice President”

  	
   

  	
  11

  
	
   

  	
   

  	
  “Yield to Maturity”

  	
   

  	
  11

  
	
  SECTION 102.

  	
  Compliance Certificates
  and Opinions

  	
   

  	
  11

  
	
  SECTION 103.

  	
  Form of Documents
  Delivered to Trustee

  	
   

  	
  11

  
	
  SECTION 104.

  	
  Acts of Holders

  	
   

  	
  12

  
	
  SECTION 105.

  	
  Notices, etc. to
  Trustee and Company

  	
   

  	
  14

  
	
  SECTION 106.

  	
  Notice to Holders;
  Waiver

  	
   

  	
  14

  
	
  SECTION 107.

  	
  Effect of Headings and
  Table of Contents

  	
   

  	
  15

  
	
  SECTION 108.

  	
  Successors and Assigns

  	
   

  	
  15

  
	
  SECTION 109.

  	
  Separability Clause

  	
   

  	
  15

  
	
  SECTION 110.

  	
  Benefits of Indenture

  	
   

  	
  15

  
	
  SECTION 111.

  	
  Governing Law

  	
   

  	
  16

  
	
  SECTION 112.

  	
  Legal Holidays

  	
   

  	
  16

  
	
  SECTION 113.

  	
  Agent for Service;
  Submission to Jurisdiction; Waiver of Immunities

  	
   

  	
  16

  
	
  SECTION 114.

  	
  Conversion of Currency

  	
   

  	
  17

  
	
  SECTION 115.

  	
  Currency Equivalent

  	
   

  	
  18

  
	
  SECTION 116.

  	
  Securities in a Foreign
  Currency or in Euros

  	
   

  	
  18

  
	
  SECTION 117.

  	
  Conflict with Trust
  Indenture Legislation

  	
   

  	
  18

  
	
  SECTION 118.

  	
  Language Clause

  	
   

  	
  19

  
	
  SECTION 119.

  	
  Shareholders, Officers
  and Directors Exempt from Individual Liability

  	
   

  	
  19

  
	
  SECTION 120.

  	
  Waiver of Jury Trial

  	
   

  	
  19

  





 


iii

















 




	
  ARTICLE TWO

  
	
  SECURITIES FORMS

  
	
   

  
	
  SECTION 201.

  	
  Forms Generally

  	
   

  	
  19

  
	
  SECTION 202.

  	
  Form of
  Trustee’s Certificate of Authentication

  	
   

  	
  20

  
	
  SECTION 203.

  	
  Securities
  Issuable in Global Form

  	
   

  	
  21

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE THREE

  
	
  THE SECURITIES

  
	
   

  
	
  SECTION 301.

  	
  Amount
  Unlimited; Issuable in Series

  	
   

  	
  21

  
	
  SECTION 302.

  	
  Denominations

  	
   

  	
  26

  
	
  SECTION 303.

  	
  Execution,
  Authentication, Delivery and Dating

  	
   

  	
  26

  
	
  SECTION 304.

  	
  Temporary
  Securities

  	
   

  	
  28

  
	
  SECTION 305.

  	
  Registration,
  Registration of Transfer and Exchange

  	
   

  	
  30

  
	
  SECTION 306.

  	
  Mutilated,
  Destroyed, Lost and Stolen Securities

  	
   

  	
  34

  
	
  SECTION 307.

  	
  Payment of
  Interest; Interest Rights Preserved; Optional Interest Reset

  	
   

  	
  35

  
	
  SECTION 308.

  	
  Optional
  Extension of Stated Maturity

  	
   

  	
  38

  
	
  SECTION 309.

  	
  Persons Deemed
  Owners

  	
   

  	
  38

  
	
  SECTION 310.

  	
  Cancellation

  	
   

  	
  39

  
	
  SECTION 311.

  	
  Computation of
  Interest

  	
   

  	
  40

  
	
  SECTION 312.

  	
  Currency and
  Manner of Payments in Respect of Securities

  	
   

  	
  40

  
	
  SECTION 313.

  	
  Appointment and
  Resignation of Successor Exchange Rate Agent

  	
   

  	
  43

  
	
  SECTION 314.

  	
  CUSIP Numbers

  	
   

  	
  44

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE FOUR

  
	
  SATISFACTION AND DISCHARGE

  
	
   

  
	
  SECTION 401.

  	
  Satisfaction and
  Discharge of Indenture

  	
   

  	
  44

  
	
  SECTION 402.

  	
  Application of
  Trust Money

  	
   

  	
  45

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE FIVE

  
	
  REMEDIES

  
	
  SECTION 501.

  	
  Events of
  Default

  	
   

  	
  46

  
	
  SECTION 502.

  	
  Notice of
  Defaults

  	
   

  	
  47

  
	
  SECTION 503.

  	
  Acceleration of
  Maturity; Rescission and Annulment

  	
   

  	
  47

  
	
  SECTION 504.

  	
  Collection of
  Debt and Suits for Enforcement by Trustee

  	
   

  	
  49

  
	
  SECTION 505.

  	
  Trustee
  May File Proofs of Claim

  	
   

  	
  50

  
	
  SECTION 506.

  	
  Trustee
  May Enforce Claims Without Possession of Securities

  	
   

  	
  50

  
	
  SECTION 507.

  	
  Application of
  Money Collected

  	
   

  	
  51

  
	
  SECTION 508.

  	
  Limitation on
  Suits

  	
   

  	
  51

  





 


iv

















 




	
  SECTION 509.

  	
  Unconditional Right of
  Holders to Receive Principal, Premium and Interest

  	
   

  	
  52

  
	
  SECTION 510.

  	
  Restoration of Rights
  and Remedies

  	
   

  	
  52

  
	
  SECTION 511.

  	
  Rights and Remedies
  Cumulative

  	
   

  	
  52

  
	
  SECTION 512.

  	
  Delay or Omission Not
  Waiver

  	
   

  	
  52

  
	
  SECTION 513.

  	
  Control by Holders

  	
   

  	
  53

  
	
  SECTION 514.

  	
  Waiver of Past Defaults

  	
   

  	
  53

  
	
  SECTION 515.

  	
  Waiver of Stay or
  Extension Laws

  	
   

  	
  54

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE SIX

  
	
  THE TRUSTEE

  
	
   

  	
   

  	
   

  	
   

  
	
  SECTION 601.

  	
  Certain Duties,
  Rights and Responsibilities of Trustee

  	
   

  	
  54

  
	
  SECTION 602.

  	
  Trustee Not
  Responsible for Recitals or Issuance of Securities

  	
   

  	
  56

  
	
  SECTION 603.

  	
  May Hold
  Securities

  	
   

  	
  56

  
	
  SECTION 604.

  	
  Money Held in
  Trust

  	
   

  	
  56

  
	
  SECTION 605.

  	
  Compensation and
  Reimbursement

  	
   

  	
  56

  
	
  SECTION 606.

  	
  Conflict of
  Interest

  	
   

  	
  57

  
	
  SECTION 607.

  	
  Corporate
  Trustee Required; Eligibility

  	
   

  	
  58

  
	
  SECTION 608.

  	
  Resignation and
  Removal; Appointment of Successor

  	
   

  	
  58

  
	
  SECTION 609.

  	
  Acceptance of
  Appointment by Successor

  	
   

  	
  59

  
	
  SECTION 610.

  	
  Merger,
  Conversion, Consolidation or Succession to Business

  	
   

  	
  60

  
	
  SECTION 611.

  	
  Appointment of
  Authenticating Agent

  	
   

  	
  61

  
	
  SECTION 612.

  	
  Acceptance of
  Trust

  	
   

  	
  62

  
	
  SECTION 613.

  	
  Trustee Not
  Required to Give Security

  	
   

  	
  62

  
	
  SECTION 614.

  	
  Trustee Not
  Required to Possess Securities

  	
   

  	
  63

  
	
  SECTION 615.

  	
  Protection of
  Trustee

  	
   

  	
  63

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE SEVEN

  
	
  HOLDERS’ LISTS
  AND REPORTS BY TRUSTEE AND COMPANY

  
	
   

  
	
  SECTION 701.

  	
  Disclosure of Names and
  Addresses of Holders

  	
   

  	
  63

  
	
  SECTION 702.

  	
  Reports by the Company

  	
   

  	
  64

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE EIGHT

  
	
  CONSOLIDATION,
  MERGER, CONVEYANCE, TRANSFER OR LEASE

  
	
   

  	
   

  	
   

  	
   

  
	
  SECTION 801.

  	
  Company
  May Consolidate, etc., Only on Certain Terms

  	
   

  	
  65

  
	
  SECTION 802.

  	
  Successor Person
  Substituted

  	
   

  	
  65

  





 


v

















 




	
  ARTICLE NINE

  
	
  SUPPLEMENTAL
  INDENTURES

  
	
   

  	
   

  	
   

  	
   

  
	
  SECTION 901.

  	
  Supplemental
  Indentures Without Consent of Holders

  	
   

  	
  66

  
	
  SECTION 902.

  	
  Supplemental
  Indentures with Consent of Holders

  	
   

  	
  67

  
	
  SECTION 903.

  	
  Execution of Supplemental
  Indentures

  	
   

  	
  68

  
	
  SECTION 904.

  	
  Effect of
  Supplemental Indentures

  	
   

  	
  69

  
	
  SECTION 905.

  	
  Conformity with
  Trust Indenture Legislation

  	
   

  	
  69

  
	
  SECTION 906.

  	
  Reference in
  Securities to Supplemental Indentures

  	
   

  	
  69

  
	
  SECTION 907.

  	
  Notice of
  Supplemental Indentures

  	
   

  	
  69

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE TEN

  
	
  COVENANTS

  
	
   

  	
   

  	
   

  	
   

  
	
  SECTION 1001.

  	
  Payment of
  Principal, Premium, if any, and Interest

  	
   

  	
  69

  
	
  SECTION 1002.

  	
  Maintenance of
  Office or Agency

  	
   

  	
  69

  
	
  SECTION 1003.

  	
  Money for
  Securities Payments to Be Held in Trust

  	
   

  	
  71

  
	
  SECTION 1004.

  	
  Statement as to
  Compliance

  	
   

  	
  72

  
	
  SECTION 1005.

  	
  Additional
  Amounts

  	
   

  	
  72

  
	
  SECTION 1006.

  	
  Waiver of
  Certain Covenants

  	
   

  	
  74

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE ELEVEN

  
	
  REDEMPTION OF
  SECURITIES

  
	
   

  	
   

  	
   

  	
   

  
	
  SECTION 1101.

  	
  Applicability of
  Article

  	
   

  	
  74

  
	
  SECTION 1102.

  	
  Election to
  Redeem; Notice to Trustee

  	
   

  	
  75

  
	
  SECTION 1103.

  	
  Selection by
  Trustee of Securities to Be Redeemed

  	
   

  	
  75

  
	
  SECTION 1104.

  	
  Notice of
  Redemption

  	
   

  	
  75

  
	
  SECTION 1105.

  	
  Deposit of
  Redemption Price

  	
   

  	
  76

  
	
  SECTION 1106.

  	
  Securities
  Payable on Redemption Date

  	
   

  	
  77

  
	
  SECTION 1107.

  	
  Securities
  Redeemed in Part

  	
   

  	
  77

  
	
  SECTION 1108.

  	
  Tax Redemption

  	
   

  	
  78

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE TWELVE

  
	
  SINKING FUNDS

  
	
   

  	
   

  	
   

  	
   

  
	
  SECTION 1201.

  	
  Applicability of
  Article

  	
   

  	
  78

  
	
  SECTION 1202.

  	
  Satisfaction of
  Sinking Fund Payments with Securities

  	
   

  	
  79

  
	
  SECTION 1203.

  	
  Redemption of
  Securities for Sinking Fund

  	
   

  	
  79

  





 


vi

















 




	
  ARTICLE THIRTEEN

  
	
  REPAYMENT AT
  OPTION OF HOLDERS

  
	
   

  	
   

  	
   

  	
   

  
	
  SECTION 1301.

  	
  Applicability of
  Article

  	
   

  	
  80

  
	
  SECTION 1302.

  	
  Repayment of
  Securities

  	
   

  	
  80

  
	
  SECTION 1303.

  	
  Exercise of
  Option

  	
   

  	
  81

  
	
  SECTION 1304.

  	
  When Securities
  Presented for Repayment Become Due and Payable

  	
   

  	
  81

  
	
  SECTION 1305.

  	
  Securities
  Repaid in Part

  	
   

  	
  82

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE FOURTEEN

  
	
  DEFEASANCE AND
  COVENANT DEFEASANCE

  
	
   

  	
   

  	
   

  	
   

  
	
  SECTION 1401.

  	
  Company’s Option
  to Effect Defeasance or Covenant Defeasance

  	
   

  	
  83

  
	
  SECTION 1402.

  	
  Defeasance and
  Discharge

  	
   

  	
  83

  
	
  SECTION 1403.

  	
  Covenant
  Defeasance

  	
   

  	
  83

  
	
  SECTION 1404.

  	
  Conditions to
  Defeasance or Covenant Defeasance

  	
   

  	
  84

  
	
  SECTION 1405.

  	
  Deposited Money
  and Government Obligations to Be Held in Trust; Other Miscellaneous
  Provisions

  	
   

  	
  86

  
	
  SECTION 1406.

  	
  Reinstatement

  	
   

  	
  87

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE FIFTEEN

  
	
  MEETINGS OF
  HOLDERS OF SECURITIES

  
	
   

  	
   

  	
   

  	
   

  
	
  SECTION 1501.

  	
  Purposes for
  Which Meetings May Be Called

  	
   

  	
  87

  
	
  SECTION 1502.

  	
  Call, Notice and
  Place of Meetings

  	
   

  	
  87

  
	
  SECTION 1503.

  	
  Persons Entitled
  to Vote at Meetings

  	
   

  	
  88

  
	
  SECTION 1504.

  	
  Quorum; Action

  	
   

  	
  88

  
	
  SECTION 1505.

  	
  Determination of
  Voting Rights; Conduct and Adjournment of Meetings

  	
   

  	
  89

  
	
  SECTION 1506.

  	
  Counting Votes
  and Recording Action of Meetings

  	
   

  	
  90

  
	
   

  	
   

  	
   

  	
   

  
	
  FORMS OF
  CERTIFICATION

  	
   

  	
  EXHIBIT A

  
						





 


vii
















 




HYDROGENICS CORPORATION 




 




Reconciliation
and tie between Trust Indenture Act 






of
1939 and Indenture, dated as of                 ,
20 




 




	
  Trust
  Indenture

  Act Section

  	
   

  	
  Indenture
  Section

  
	
   

  	
   

  	
   

  
	
  § 310(a)(1)

  	
   

  	
  607

  
	
  (a)(2)

  	
   

  	
  607

  
	
  (b)

  	
   

  	
  606

  
	
  § 312(c)

  	
   

  	
  701

  
	
  § 314(a)

  	
   

  	
  703

  
	
  (a)(4)

  	
   

  	
  1004

  
	
  (c)(1)

  	
   

  	
  102

  
	
  (c)(2)

  	
   

  	
  102

  
	
  (e)

  	
   

  	
  102

  
	
  § 315(b)

  	
   

  	
  502

  
	
  § 316(a)(last sentence)

  	
   

  	
  101
  (“Outstanding”)

  
	
  (a)(1)(A)

  	
   

  	
  503, 513

  
	
  (a)(1)(B)

  	
   

  	
  514

  
	
  (b)

  	
   

  	
  509

  
	
  (c)

  	
   

  	
  104(e)

  
	
  § 317(a)(1)

  	
   

  	
  504

  
	
  (a)(2)

  	
   

  	
  505

  
	
  (b)

  	
   

  	
  1003

  
	
  § 318 (a)

  	
   

  	
  111

  





 




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




 

















 




INDENTURE, dated as of               ,  20    between HYDROGENICS CORPORATION, a corporation duly organized and
existing under the laws of Canada (herein called the “Company”), having its principal office at
5985 McLaughlin Road, Mississauga, Ontario, Canada L5R 1B8, and
                           ,
as trustee (herein called the “Trustee”),
having its principal office at                           .





 




RECITALS
OF THE COMPANY 




 




The Company has duly
authorized the execution and delivery of this Indenture to provide for the
issuance from time to time of its unsecured debentures, notes or other
evidences of indebtedness (herein called the “Securities”),
which may be convertible into or exchangeable for any securities of any person
(including the Company), to be issued in one or more series as in this
Indenture provided. 




 




This Indenture is subject to and shall be governed by
the applicable provisions of the Trust Indenture Legislation. 




 




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




 




The foregoing recitals
are made as representations and statements of fact by the Company and not by
the Trustee. 




 




NOW, THEREFORE, THIS INDENTURE
WITNESSETH: 




 




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




 




ARTICLE ONE 




 




DEFINITIONS AND
OTHER PROVISIONS OF GENERAL APPLICATION 




 




SECTION 101.             Definitions.





 




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




 




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




 




(2)   all other terms used herein
which are defined in the Trust Indenture Act, either directly or by reference
therein, have the meanings assigned to them therein, and the terms “cash
transaction” and “self-liquidating paper”, as used in TIA Section 311,
shall have the meanings assigned to them in the rules of the Commission
adopted under the Trust Indenture Act; 




 

















 




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




 




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




 




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




 




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




 




“Additional Amounts” has the meaning specified in Section 1005.




 




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




 




“Authenticating Agent” means any Person appointed by the Trustee to act on
behalf of the Trustee pursuant to Section 611 to authenticate Securities.




 




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




 




“Bearer Security” means any Security except a Registered Security.




 




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




 




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




 




“branch register” has the meaning specified in Section 305.




 




“branch security
registrar” has the meaning specified in Section 305.




 


2

















 




“Business Day”, when used with respect to any Place of Payment or
any other location referred to in this Indenture, expressly or impliedly, which
shall include Toronto, Ontario and New York, New York, hereunder, or in the
Securities, means, unless otherwise specified with respect to any Securities
pursuant to Section 301, each Monday, Tuesday, Wednesday, Thursday and
Friday which is not a day on which banking institutions in that Place of
Payment or other such location are authorized or obligated by law or executive
order to close. 




 




“Central Register” has the meaning specified in Section 305.




 




“Central Security
Registrar” has the meaning specified in Section 305.




 




“Clearstream” means Clearstream Banking, société anonyme, or its
successor.




 




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




 




“Common Depositary” has the meaning specified in Section 304.




 




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




 




“Company Request” or “Company Order” means a written
request or order signed in the name of the Company by its Chairman, its
President, Chief Financial Officer or a Vice President, and by its Treasurer,
General Counsel or Corporate Secretary, and delivered to the Trustee.




 




“Component Currency” has the meaning specified in Section 312.




 




“Conversion Date” has the meaning specified in Section 312(d).




 




“Conversion Event” means the cessation of use of (i) a Foreign
Currency (other than the Euro or other Currency unit) both by the government of
the country which issued such Currency and by a central bank or other public
institution of or within the international banking community for the settlement
of transactions, (ii) the Euro or (iii) any Currency unit (or
composite Currency) other than the Euro for the purposes for which it was
established.




 




“Corporate Trust Office” means the principal corporate trust office of the
Trustee, at which at any particular time its corporate trust business shall be
administered, which office on the date of execution of this Indenture is
located at            ,
except that with respect to presentation of Securities for payment or for
registration of transfer or exchange, such term shall mean the office or agency
of the Trustee at which, at any particular time, its corporate agency business
shall be conducted.




 




“corporation” includes corporations, associations, companies and
business trusts.




 


3

















 




“coupon” means any interest coupon appertaining to a Bearer
Security.




 




“covenant defeasance” has the meaning specified in Section 1403.




 




“Currency” means any currency or currencies, composite currency
or currency unit or currency units, including, without limitation, the Euro,
issued by the government of one or more countries or by any recognized
confederation or association of such governments.




 




“Default” means any event which is, or after notice or passage
of time or both would be, an Event of Default with respect to Securities of a
certain series.




 




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




 




“defeasance” has the meaning specified in Section 1402.




 




“Depositary” means with respect to the Securities of any series
issuable or issued in the form of one or more Registered Securities, the Person
designated as Depositary by the Company pursuant to Section 305 until a
successor Depositary shall have become such pursuant to the applicable
provisions of this Indenture, and thereafter “Depositary” shall mean or include
each Person who is then a Depositary hereunder, and if at any time there is
more than one such Person, “Depositary” as used with respect to the Securities
of any such series shall mean the Depositary with respect to the Registered
Securities of that series.




 




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




 




“Dollar Equivalent of the
Currency Unit” has the
meaning specified in Section 312(g).




 




“Dollar Equivalent of the
Foreign Currency” has the
meaning specified in Section 312(f).




 




“Election Date” has the meaning specified in Section 312(h).




 




“Euro” means the single Currency of the participating member
states from time to time of the European Union described in legislation of the
European Counsel for the Operation of a single unified European Currency
(whether known as the Euro or otherwise).




 




“Euroclear” means Euroclear Bank S.A./N.V., or its successor
securities clearing agency.




 




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




 




“Exchange Date” has the meaning specified in Section 304.




 




“Exchange Rate Agent” means, with respect to Securities of or within any
series, unless otherwise specified with respect to any Securities pursuant to Section 301,
a New York Clearing House bank, designated pursuant to Section 301 or Section 313.




 


4

















 




“Exchange Rate Officer’s
Certificate” means a
tested telex or a certificate setting forth (i) the applicable Market
Exchange Rate and (ii) the Dollar or Foreign Currency amounts of principal
(and premium, if any) and interest, if any (on an aggregate basis and on the
basis of a Security having the lowest denomination principal amount determined
in accordance with Section 302 in the relevant Currency), payable with
respect to a Security of any series on the basis of such Market Exchange Rate,
sent (in the case of a telex) or signed (in the case of a certificate) by the
President, Chief Financial Officer or any Vice President.




 




“Extension Notice” has the meaning specified in Section 308.




 




“Extension Period” has the meaning specified in Section 308.




 




“First Currency” has the meaning specified in Section 115.




 




“Foreign Currency” means any Currency other than Currency of the United
States.




 




“GAAP” means generally
accepted accounting principles which are in effect from time to time in Canada
(or, if the Company hereafter determines to prepare its principal consolidated
financial statements in accordance with generally accepted accounting
principles which are in effect from time to time in the United States, such
principles); provided,
however, if the Company is required by the Commission or any securities
regulatory authority in Canada to adopt (or is permitted to adopt and so
adopts) a different accounting framework, including but not limited to
International Financial Reporting Standards as issued by the International
Accounting Standards Board, “GAAP” shall mean such new accounting framework as
in effect from time to time, including, without limitation, in each case, those
accounting principles set forth in the opinions and pronouncements of the
Accounting Principles Board of the American Institute of Certified Public
Accountants and statements and pronouncements of the Financial Accounting
Standards Board or in such other statements by such other entity as approved by
a significant segment of the accounting profession.




 




“Government Obligations” means, unless otherwise specified with respect to any
series of Securities pursuant to Section 301, securities which are (i) direct
obligations of the government which issued the Currency in which the Securities
of a particular series are payable or (ii) obligations of a Person
controlled or supervised by and acting as an agency or instrumentality of the
government which issued the Currency in which the Securities of such series are
payable, the payment of which is unconditionally guaranteed by such government,
which, in either case, are full faith and credit obligations of such government
payable in such Currency and are not callable or redeemable at the option of
the issuer thereof and shall also include a depository receipt issued by a bank
or trust company as custodian with respect to any such Government Obligation or
a specific payment of interest on or principal of any such Government
Obligation held by such custodian for the account of the holder of a depository
receipt; provided that (except as required by law) such custodian is not
authorized to make any deduction from the amount payable to the holder of such
depository receipt from any amount received by the custodian in respect of the Government
Obligation or the specific payment of interest or principal of the Government
Obligation evidenced by such depository receipt.




 


5

















 




“Holder” means, in the case of a Registered Security, the
Person in whose name a Security is registered in the Security Register and, in
the case of a Bearer Security, the bearer thereof and, when used with respect
to any coupon, shall mean the bearer thereof.




 




“Indenture” means this instrument as originally executed and as it
may from time to time be supplemented or amended by one or more indentures
supplemental hereto entered into pursuant to the applicable provisions hereof,
and shall include the terms of particular series of Securities established as
contemplated by Section 301; provided, however, that, if at
any time more than one Person is acting as Trustee under this instrument, “Indenture”
shall mean, with respect to any one or more series of Securities for which such
Person is Trustee, this instrument as originally executed or as it may from
time to time be supplemented or amended by one or more indentures supplemental
hereto entered into pursuant to the applicable provisions hereof and shall
include the terms of particular series of Securities for which such Person is
Trustee established as contemplated by Section 301, exclusive, however, of
any provisions or terms which relate solely to other series of Securities for
which such Person is not Trustee, regardless of when such terms or provisions
were adopted, and exclusive of any provisions or terms adopted by means of one
or more indentures supplemental hereto executed and delivered after such Person
had become such Trustee but to which such Person, as such Trustee, was not a
party.




 




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




 




“interest”, when used with respect to an Original Issue Discount
Security which by its terms bears interest only after Maturity, means interest
payable after Maturity at the rate prescribed in such Original Issue Discount
Security. 




 




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




 




“Judgment Currency” has the meaning specified in Section 114.




 




“mandatory sinking fund
payment” has the meaning specified in Section 1201.




 




“Market Exchange Rate” means, unless otherwise specified with respect to any
Securities pursuant to Section 301, (i) for any conversion involving a
Currency unit on the one hand and Dollars or any Foreign Currency on the other,
the exchange rate between the relevant Currency unit and Dollars or such
Foreign Currency calculated by the method specified pursuant to Section 301
for the Securities of the relevant series, (ii) for any conversion of
Dollars into any Foreign Currency, the noon (New York City time) buying rate
for such Foreign Currency for cable transfers quoted in New York City as
certified for customs purposes by the Federal Reserve Bank of New York and (iii) for
any conversion of one Foreign Currency into Dollars or another Foreign
Currency, the spot rate at noon local time in the relevant market at which, in
accordance with normal banking procedures, the Dollars or Foreign Currency into
which conversion is being made could be purchased with the Foreign Currency
from which conversion is being made from major banks located in either New York
City, Toronto or any other principal market for Dollars or such purchased
Foreign Currency, in each case determined by the Exchange Rate Agent.  Unless otherwise specified with respect to
any Securities pursuant to Section 301, in the event of the unavailability
of any of the exchange rates provided for in the




 


6

















 




foregoing clauses (i), (ii) and (iii), the
Exchange Rate Agent shall use, in its sole discretion and without liability on
its part, such quotation of the Federal Reserve Bank of New York as of the
most recent available date, or quotations from one or more major banks in
New York City, Toronto or another principal market for the Currency in
question, or such other quotations as the Exchange Rate Agent shall deem
appropriate.  Unless otherwise specified
by the Exchange Rate Agent, if there is more than one market for dealing in any
Currency by reason of foreign exchange regulations or otherwise, the market to
be used in respect of such Currency shall be that upon which a non-resident issuer
of securities designated in such Currency would purchase such Currency in order
to make payments in respect of such securities. 




 




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




 




“Officer’s Certificate” means a certificate signed by the Chairman, the
President, the Chief Financial Officer, a Vice President, the Treasurer, the
General Counsel or the Corporate Secretary, and delivered to the Trustee.




 




“Opinion of Counsel” means a written opinion, reasonably acceptable to the
Trustee, of counsel containing the information specified in Section 102,
who may be counsel for the Company, including an employee of the Company
(except in the case of an Opinion of Counsel delivered pursuant to Sections
1108 or 1404 or as otherwise provided), and which opinion shall be subject to
customary assumptions and qualifications.




 




“Optional Reset Date” has the meaning specified in Section 307.




 




“optional sinking fund
payment” has the meaning specified in Section 1201.




 




“Original Issue Discount
Security” means any Security which provides for an
amount less than the principal amount thereof to be due and payable upon a
declaration of acceleration of the Maturity thereof pursuant to Section 503.




 




“Original Stated Maturity” has the meaning specified in Section 308.




 




“Other Currency” has the meaning specified in Section 115.




 




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




 




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




 




(ii)           Securities, or
portions thereof, for whose payment or redemption or repayment at the option of
the Holder money in the necessary amount has been theretofore deposited with
the Trustee or any Paying Agent (other than the Company) in trust or set aside
and segregated in trust by the Company (if the Company shall act as its own
Paying Agent) for the Holders of such Securities and any coupons appertaining
thereto; provided that, if such Securities are to be 




 


7

















 




redeemed, notice of such redemption has been duly given pursuant to
this Indenture or provision therefor satisfactory to the Trustee has been made;





 




(iii)          Securities,
except to the extent provided in Sections 1402 and 1403, with respect to which
the Company has effected defeasance and/or covenant defeasance as provided in Article Fourteen;
and 




 




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




 




provided, however, that in determining
whether the Holders of the requisite principal amount of the Outstanding
Securities have given any request, demand, authorization, direction, notice,
consent or waiver hereunder or are present at a meeting of Holders for quorum
purposes, and for the purpose of making the calculations required by Trust
Indenture Legislation, (i) the principal amount of an Original Issue
Discount Security that may be counted in making such determination or
calculation and that shall be deemed to be Outstanding for such purpose shall
be equal to the amount of principal thereof that would be (or shall have been
declared to be) due and payable, at the time of such determination, upon a
declaration of acceleration of the maturity thereof pursuant to Section 503,
(ii) the principal amount of any Security denominated in a Foreign
Currency that may be counted in making such determination or calculation and
that shall be deemed Outstanding for such purpose shall be equal to the Dollar
equivalent, determined as of the date such Security is originally issued by the
Company as set forth in an Exchange Rate Officer’s Certificate delivered to the
Trustee, of the principal amount (or, in the case of an Original Issue Discount
Security, the Dollar equivalent as of such date of original issuance of the
amount determined as provided in clause (i) above) of such Security, (iii) the
principal amount of any Indexed Security that may be counted in making such
determination or calculation and that shall be deemed Outstanding for such
purpose shall be equal to the principal face amount of such Indexed Security at
original issuance, unless otherwise provided with respect to such Security
pursuant to Section 301, and (iv) Securities owned by the Company or
any other obligor upon the Securities or any Affiliate of the Company or of
such other obligor shall be disregarded and deemed not to be Outstanding, except
that, in determining whether the Trustee shall be protected in making such
calculation or in relying upon any such request, demand, authorization,
direction, notice, consent or waiver, only Securities which are certified to
the Trustee as so owned shall be disregarded. 
Securities so owned which have been pledged in good faith may be
regarded as Outstanding if the pledgee establishes to the satisfaction of the
Trustee the pledgee’s right so to act with respect to such Securities and that
the pledgee is not the Company or any other obligor upon the Securities or any
Affiliate of the Company or such other obligor. 




 




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




 




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




 


8
















 




“Place of Payment” means, when used with
respect to the Securities of or within any series, the place or places where
the principal of (and premium, if any) and interest, if any, on such Securities
are payable as specified as contemplated by Sections 301 and 1002. 




 




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




 




“rate(s) of
exchange” has the meaning specified in Section 114. 




 




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




 




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




 




“Registered Security” means any Security
registered in the Security Register. 




 




“Regular Record Date” for the interest
payable on any Interest Payment Date on the Registered Securities of or within
any series means the date, if any, specified for that purpose as contemplated
by Section 301. 




 




“Repayment Date” means, when used with
respect to any Security to be repaid in whole or in part at the option of the
Holder, the date fixed for such repayment pursuant to this Indenture. 




 




“Repayment Price” means, when used with
respect to any Security to be repaid at the option of the Holder, the price at
which it is to be repaid pursuant to this Indenture. 




 




“Required Currency” has the meaning
specified in Section 114. 




 




“Reset Notice” has the meaning specified in Section 307.





 




“Responsible Officer”, when used with
respect to the Trustee, means the any vice president, any trust officer or
assistant trust officer or any other officer of the Trustee customarily
performing functions similar to those performed by any of the above-designated
officers, and also means, with respect to a particular corporate trust matter,
any other officer to whom such matter is referred because of his knowledge of
and familiarity with the particular subject and who shall have direct
responsibility for the administration of this Indenture. 




 




“Securities” has the meaning stated in the
first recital of this Indenture and more particularly means any Securities
authenticated and delivered under this Indenture; provided, however,
that if at any time there is more than one Person acting as Trustee under this
Indenture, “Securities” with respect to the Indenture as to which such Person
is Trustee shall have the meaning stated in the first recital of this Indenture
and shall more particularly mean Securities 




 


9

















 




authenticated and
delivered under this Indenture, exclusive, however, of Securities of any series
as to which such Person is not Trustee. 




 




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




 




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




 




A “series”
of Securities means all Securities denoted as part of the same series
authorized by or pursuant to a particular Board Resolution as the case may be. 




 




“Special Record Date” for the payment of any
Defaulted Interest on the Registered Securities of or within any series means a
date fixed by the Trustee pursuant to Section 307. 




 




“Specified Amount” has the meaning specified
in Section 312(h). 




 




“Stated Maturity”, when used with respect to
any Security or any installment of principal thereof or interest thereon, means
the date specified in such Security or a coupon representing such installment
of interest as the fixed date on which the principal of such Security or such
installment of principal or interest is due and payable, as such date may be
extended pursuant to the provisions of Section 308. 




 




“Subsequent Interest Period” has the meaning
specified in Section 307. 




 




“Taxes” has the meaning specified in Section 1005.





 




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




 




“Trust Indenture Legislation” means, at any
time, statutory provisions relating to trust indentures and the rights, duties,
and obligations of trustees under trust indentures and of corporations issuing
debt obligations under trust indentures to the extent that such provisions are
at such time in force and applicable to this Indenture, and at the date of this
Indenture means (i) the applicable provisions of the Canada Business Corporations Act and
the regulations thereunder as amended or re-enacted from time to time and (ii) the
Trust Indenture Act and
regulations thereunder, but only to the extent applicable under Rule 4d-9
under the Trust Indenture Act. 




 




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




 


10

















 




“United States” means, unless otherwise
specified with respect to any Securities pursuant to Section 301, the
United States of America (including the states and the District of Columbia),
its territories, its possessions and other areas subject to its jurisdiction. 




 




“Valuation Date” has the meaning specified
in Section 312(c). 




 




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





 




“Yield to Maturity” means the yield to
maturity, computed at the time of issuance of a Security (or, if applicable, at
the most recent redetermination of interest on such Security) and as set forth
in such Security in accordance with generally accepted United States bond yield
computation principles. 




 




SECTION 102.                                      Compliance Certificates and
Opinions. 




 




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




 




Every certificate or opinion with respect to
compliance with a covenant or condition provided for in this Indenture (other
than pursuant to Section 1004) shall include: 




 




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




 




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




 




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




 




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




 




SECTION 103.                                      Form of Documents Delivered
to Trustee. 




 




(a)                                  In any case
where several matters are required to be certified by, or covered by an opinion
of, any specified Person, it is not necessary that all such matters be
certified by, or covered by the opinion of, only one such Person, or that they
be so certified or covered by only one document, but one such Person may
certify or give an opinion with respect 




 


11

















 




to some matters and one or
more other such Persons as to other matters, and any such Person may certify or
give an opinion as to such matters in one or several documents. 




 




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




 




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




 




SECTION 104.                                      Acts of Holders. 




 




(a)                                  Any request,
demand, authorization, direction, notice, consent, waiver or other action
provided by this Indenture to be given or taken by Holders of the Outstanding
Securities of all series or one or more series, as the case may be, may be embodied
in and evidenced by one or more instruments of substantially similar tenor
signed by such Holders in person or by agents duly appointed in writing.  If Securities of a series are issuable as
Bearer Securities, any request, demand, authorization, direction, notice,
consent, waiver or other action provided by this Indenture to be given or taken
by Holders of such series may, alternatively, be embodied in and evidenced by
the record of Holders of Securities of such series voting in favor thereof, either
in person or by proxies duly appointed in writing, at any meeting of Holders of
Securities of such series duly called and held in accordance with the
provisions of Article Fifteen, or a combination of such instruments and
any such record.  Except as herein
otherwise expressly provided, such action shall become effective when such
instrument or instruments or record or both are delivered to the Trustee and,
where it is hereby expressly required, to the Company.  Such instrument or instruments and any such record
(and the action embodied therein and evidenced thereby) are herein sometimes
referred to as the “Act” of the Holders signing
such instrument or instruments or so voting at any such meeting.  Proof of execution of any such instrument or
of a writing appointing any such agent, or of the holding by any Person of a
Security, shall be sufficient for any purpose of this Indenture and conclusive
in favor of the Trustee and the Company, if made in the manner provided in this
Section.  The record of any meeting of
Holders of Securities shall be proved in the manner provided in Section 1506.





 




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




 


12

















 




and date of the execution of
any such instrument or writing, or the authority of the Person executing the
same, may also be proved in any other manner which the Trustee deems
sufficient. 




 




(c)                                  The principal
amount and serial numbers of Registered Securities held by any Person, and the
date of holding the same, shall be proved by the Security Register. 




 




(d)                                 The principal
amount and serial numbers of Bearer Securities held by any Person, and the date
of holding the same, may be proved by the production of such Bearer Securities
or by a certificate executed, as depositary, by any trust company, bank, banker
or other depositary, wherever situated, if such certificate shall be deemed by
the Trustee to be satisfactory, showing that at the date therein mentioned such
Person had on deposit with such depositary, or exhibited to it, the Bearer
Securities therein described; or such facts may be proved by the certificate or
affidavit of the Person holding such Bearer Securities, if such certificate or
affidavit is deemed by the Trustee to be satisfactory.  The Trustee and the Company may assume that
such ownership of any Bearer Security continues until (1) another
certificate or affidavit bearing a later date issued in respect of the same
Bearer Security is produced, or (2) such Bearer Security is produced to
the Trustee by some other Person, or (3) such Bearer Security is
surrendered in exchange for a Registered Security, or (4) such Bearer
Security is no longer Outstanding.  The
principal amount and serial numbers of Bearer Securities held by any Person,
and the date of holding the same, may also be proved in any other manner that
the Trustee deems sufficient. 




 




(e)                                  If the Company
shall solicit from the Holders of Registered Securities any request, demand,
authorization, direction, notice, consent, waiver or other Act of Holders, the
Company may, at its option, by or pursuant to a Board Resolution, fix in
advance a record date for the determination of Holders entitled to give such
request, demand, authorization, direction, notice, consent, waiver or other Act
of Holders, but the Company shall have no obligation to do so.  Notwithstanding Trust Indenture Legislation,
such record date shall be the record date specified in or pursuant to such
Board Resolution, which shall be a date not earlier than the date 30 days prior
to the first solicitation of Holders generally in connection therewith and not
later than the date such solicitation is completed.  If such a record date is fixed, such request,
demand, authorization, direction, notice, consent, waiver or other Act of
Holders may be given before or after such record date, but only the Holders of
record at the close of business on such record date shall be deemed to be
Holders for the purposes of determining whether Holders of the requisite
proportion of Outstanding Securities have authorized or agreed or consented to
such request, demand, authorization, direction, notice, consent, waiver or
other Act of Holders, and for that purpose the Outstanding Securities shall be
computed as of such record date; provided that no such request, demand,
authorization, direction, notice, consent, waiver or other Act of Holders on
such record date shall be deemed effective unless it shall become effective
pursuant to the provisions of this Indenture not later than eleven months after
the record date. 




 




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




 


13

















 




SECTION 105.                                      Notices, etc. to Trustee and
Company. 




 




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




 




(1)          the Trustee by any Holder or
by the Company shall be sufficient for every purpose hereunder if delivered to
an officer of the Trustee at                          ,
Attention:                                 ,
or if sent by facsimile transmission (with receipt confirmed) to                                   ,
Attention:                                          
at                         ,
shall be deemed to be validly given at the time of delivery or transmission if
it is received prior to 4:00 p.m. (New York City time) on a Business Day,
failing which it shall be deemed to have been given on the next Business
Day.  The Trustee may from time to time
notify the Company of a change in address or facsimile number which thereafter,
until changed by like notice, shall be the address or facsimile number of the
Trustee for the purposes of this Indenture. 




 




(2)          the Company by the Trustee
or by any Holder shall be sufficient for every purpose hereunder if delivered
to the Company at 5985 McLaughlin Road, Mississauga, Ontario, Canada L5R 1B8,
Attention:  Corporate Secretary, or, if
sent by facsimile transmission (with receipt confirmed) to Hydrogenics
Corporation, Attention:  Corporate Secretary
at (905) 361-3626 shall be deemed to be validly given at the time of delivery
or transmission if it is received prior to 4:00 p.m. (New York City time)
on a Business Day, failing which it shall be deemed to have been given on the
next Business Day.  The Company may from
time to time notify the Trustee of a change in address or facsimile number
which thereafter, until changed by like notice, shall be the address or
facsimile number of the Company for the purposes of this Indenture. 




 




SECTION 106.                                      Notice to Holders; Waiver. 




 




(a)                                  Where this
Indenture provides for notice of any event to Holders of Registered Securities
by the Company or the Trustee, such notice shall be sufficiently given (unless
otherwise herein expressly provided) if in writing and mailed, first-class
postage prepaid, to each such Holder affected by such event, at his address as
it appears in the Security Register, not later than the latest date, and not
earlier than the earliest date, prescribed for the giving of such notice.  In any case where notice to Holders of
Registered Securities is given by mail, neither the failure to mail such
notice, nor any defect in any notice so mailed, to any particular Holder shall
affect the sufficiency of such notice with respect to other Holders of
Registered Securities or the sufficiency of any notice to Holders of Bearer Securities
given as provided.  Any notice mailed to
a Holder in the manner herein prescribed shall be conclusively deemed to have
been received by such Holder, whether or not such Holder actually receives such
notice. 




 




(b)                                 In case, by
reason of the suspension of or irregularities in regular mail service or by
reason of any other cause, it shall be impractical to mail notice of any event
to Holders of Registered Securities when such notice is required to be given
pursuant to any provision of this Indenture, then any manner of giving such
notice as shall be satisfactory to the Trustee shall be deemed to be sufficient
giving of such notice for every purpose hereunder. 




 




(c)                                  Except as
otherwise expressly provided herein or otherwise specified with respect to any
Securities pursuant to Section 301, where this Indenture provides for
notice to 




 


14

















 




Holders of Bearer Securities
of any event, such notice shall be sufficiently given to Holders of Bearer
Securities if published in an Authorized Newspaper in The City of New York
and in such other city or cities as may be specified in such Securities on a
Business Day at least twice, the first such publication to be not earlier than
the earliest date, and not later than the latest date, prescribed for the
giving of such notice.  Any such notice
shall be deemed to have been given on the date of the first such publication. 




 




(d)                                 In case, by
reason of the suspension of publication of any Authorized Newspaper or
Authorized Newspapers or by reason of any other cause, it shall be
impracticable to publish any notice to Holders of Bearer Securities as provided
above, then such notification to Holders of Bearer Securities as shall be given
with the approval of the Trustee shall constitute sufficient notice to such
Holders for every purpose hereunder. 
Neither the failure to give notice by publication to Holders of Bearer
Securities as provided above, nor any defect in any notice so published, shall
affect the sufficiency of such notice with respect to other Holders of Bearer
Securities or the sufficiency of any notice to Holders of Registered Securities
given as provided herein. 




 




(e)                                  Any request,
demand, authorization, direction, notice, consent or waiver required or
permitted under this Indenture shall be in the English language, except that
any published notice may be in an official language of the country of
publication. 




 




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




 




SECTION 107.                                      Effect of Headings and Table of
Contents. 




 




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




 




SECTION 108.                                      Successors and Assigns. 




 




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




 




SECTION 109.                                      Separability Clause. 




 




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




 




SECTION 110.                                      Benefits of Indenture. 




 




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




 


15

















 




SECTION 111.                                      Governing Law. 




 




This Indenture and the Securities and coupons shall be
governed by and construed in accordance with the law of the State of
New York.  This Indenture is subject
to the provisions of the Trust Indenture Legislation and shall, to the extent
applicable, be governed by such provisions, but without giving effect to the
applicable principles of conflict of law to the extent that the application of
the law of another jurisdiction would be required thereby. 




 




SECTION 112.                                      Legal Holidays. 




 




In any case where any Interest Payment Date,
Redemption Date, sinking fund payment date or Stated Maturity or Maturity of
any Security shall not be a Business Day at any Place of Payment or other
location contemplated hereunder, then (notwithstanding any other provision of
this Indenture or of any Security or coupon other than a provision in the
Securities of any series which specifically states that such provision shall
apply in lieu of this Section), payment of principal (or premium, if any) or
interest, if any, need not be made at such Place of Payment or other location
contemplated hereunder on such date, but may be made on the next succeeding
Business Day at such Place of Payment or other location contemplated hereunder
with the same force and effect as if made on the Interest Payment Date or
Redemption Date or sinking fund payment date, or at the Stated Maturity or
Maturity; provided that no interest shall accrue for the period from and
after such Interest Payment Date, Redemption Date, sinking fund payment date,
Stated Maturity or Maturity, as the case may be. 




 




SECTION 113.                                      Agent for Service; Submission to
Jurisdiction; Waiver of Immunities. 




 




(a)                                  By the
execution and delivery of this Indenture, the Company (i) acknowledges
that it has irrevocably designated and appointed                           ,
                                    ,
as its authorized agent upon which process may be served in any suit or
proceeding arising out of or relating to the Securities or this Indenture that
may be instituted in any federal or state court in the City of New York or
brought under federal or state securities laws or brought by the Trustee (whether
in its individual capacity or in its capacity as Trustee hereunder), (ii) submits
to the non-exclusive jurisdiction of any such court in any such suit or
proceeding, and (iii) agrees that service of process upon                               
and written notice of said service to the Company (mailed or delivered to the
Company, attention:  Corporate Secretary,
at its principal office specified in the first paragraph of this Indenture and
in the manner specified in Section 105 hereof), shall be deemed in every
respect effective service of process upon the Company in any such suit or
proceeding.  The Company further agrees
to take any and all action, including the execution and filing of any and all
such documents and instruments, as may be necessary to continue such
designation and appointment of                           
in full force and effect so long as any of the Securities shall be outstanding.





 




(b)                                 To the extent
that the Company has or hereafter may acquire any immunity from jurisdiction of
any court or from any legal process (whether through service of notice,
attachment prior to judgment, attachment in aid of execution, execution or
otherwise) with respect to itself or its property, the Company hereby
irrevocably waives such immunity in respect of its obligations under this
Indenture and the Securities, to the extent permitted by law. 




 


16

















 




(c)                                  The Company
hereby irrevocably and unconditionally waives, to the extent it may legally and
effectively do so, any objection which it may now or hereafter have to the
laying of venue of any suit, action or proceeding arising out of or relating to
this Indenture or the Securities in any federal or state court in the State of
New York, Borough of Manhattan.  Each of
the parties hereto hereby irrevocably waives, to the fullest extent permitted
by law, the defense of an inconvenient forum to the maintenance of such action
or proceeding in any such court. 




 




SECTION 114.                                      Conversion of Currency. 




 




(a)                                  The Company
covenants and agrees that the following provisions shall apply to conversion of
Currency in the case of the Securities and this Indenture: 




 




(i)                                     If for the purposes of obtaining judgment
in, or enforcing the judgment of, any court in any country, it becomes necessary
to convert into any other Currency (the “Judgment  Currency”) an amount due or contingently due under the
Securities of any series and this Indenture (the “Required
Currency”), then the conversion shall
be made at the rate of exchange prevailing on the Business Day before the day
on which a final judgment which is not appealable or is not appealed is given
or the order of enforcement is made, as the case may be (unless a court shall
otherwise determine). 




 




(ii)                                  If there is a change in the rate of
exchange prevailing between the Business Day before the day on which the
judgment referred to in (i) above is given or an order of endorsement is
made, as the case may be (or such other date as a court shall determine), and
the date of receipt of the amount due, the Company shall pay such additional
(or, as the case may be, such lesser) amount, if any, as may be necessary so
that the amount paid in the judgment Currency when converted at the rate of
exchange prevailing on the date of receipt will produce the amount in the
Required Currency originally due. 




 




(b)                                 In the event of
the winding-up of the Company at any time while any amount or damages owing
under the Securities and this Indenture, or any judgment or order rendered in
respect thereof, shall remain outstanding, the Company shall indemnify and hold
the Holders of Securities and the Trustee harmless against any deficiency
arising or resulting from any variation in rates of exchange between (1) the
date as of which the equivalent of the amount in the Required Currency due or
contingently due under the Securities and this Indenture (other than under this
Subsection (b)) is calculated for the purposes of such winding-up and (2) the
final date for the filing of proofs of claim in such winding-up.  For the purpose of this Subsection (b) the
final date for the filing of proofs of claim in the winding-up of the Company
shall be the date fixed by the liquidator or otherwise in accordance with the
relevant provisions of applicable law as being the latest practicable date as
at which liabilities of the Company may be ascertained for such winding-up
prior to payment by the liquidator or otherwise in respect thereto. 




 




(c)                                  The obligations
contained in Subsections (a)(ii) and (b) of this Section shall
constitute separate and independent obligations of the Company from its other
obligations under the Securities and this Indenture, shall give rise to
separate and independent causes of action against the Company, shall apply
irrespective of any waiver or extension granted by any 




 


17

















 




Holder or Trustee from time
to time and shall continue in full force and effect notwithstanding any
judgment or order or the filing of any proof of claim in the winding-up of the
Company for a liquidated sum in respect of amounts due hereunder (other than
under Subsection (b) above) or under any such judgment or order.  Any such deficiency as aforesaid shall be
deemed to constitute a loss suffered by the Holders or the Trustee, as the case
may be, and no proof or evidence of any actual loss shall be required by the
Company or the applicable liquidator.  In
the case of Subsection (b) above, the amount of such deficiency shall not
be deemed to be reduced by any variation in rates of exchange occurring between
the said final date and the date of any liquidating distribution. 




 




The term “rate(s) of
exchange” shall mean the Bank of Canada noon rate for purchases on
the relevant date of the Required Currency with the Judgment Currency, as
reported by Telerate on screen 3194 (or such other means of reporting the Bank
of Canada noon rate as may be agreed upon by each of the parties to this
Indenture) and includes any premiums and costs of exchange payable. 




 




SECTION 115.                                      Currency Equivalent. 




 




Except as otherwise provided in this Indenture, for
purposes of the construction of the terms of this Indenture or of the
Securities, in the event that any amount is stated herein in the Currency of
one nation (or in Euros) (the “First Currency”),
as of any date such amount shall also be deemed to represent the amount in the
Currency of any other relevant nation (the “Other
Currency”) which is required to purchase such amount in the First
Currency at the Bank of Canada noon rate as reported by Telerate on screen 3194
(or such other means of reporting the Bank of Canada noon rate as may be agreed
upon by each of the parties to this Indenture) on the date of determination. 




 




SECTION 116.                                      Securities in a Foreign Currency
or in Euros. 




 




Unless otherwise specified in or pursuant to a Board
Resolution, a supplemental indenture or an Officer’s Certificate delivered
pursuant to Section 301 with respect to a particular series of Securities,
whenever for purposes of this Indenture any action may be taken by the Holders
of a specified percentage in aggregate principal amount of the Securities of
one or more series at the time Outstanding and, at such time, there are
Outstanding Securities of any such affected series which are denominated in a
Foreign Currency (including Euros), then the principal amount of the Securities
of such series which shall be deemed to be Outstanding for the purpose of
taking such action shall be the amount of Dollars which could be obtained for
such principal amount at the Market Exchange Rate on the applicable record
date, or if no such record date shall have been established, on the date that
the taking of such action shall be authorized by Act of the Holders of all such
affected series.  The provisions of this
paragraph shall also apply in connection with any other action taken by the
Holders pursuant to the terms of this Indenture, including without limitation
any action under Section 503. 




 




SECTION 117.                                      Conflict with Trust Indenture
Legislation. 




 




Each of the Company and the Trustee agrees to comply
with all provisions of the Trust Indenture Legislation applicable to or binding
upon it in connection with this Indenture and any action to be taken
hereunder.  If and to the extent that any
provision of this Indenture limits, 




 


18
















 




qualifies or
conflicts with any mandatory requirement of Trust Indenture Legislation, such
mandatory requirements shall prevail. 




 




SECTION 118.             Language Clause. 




 




Les parties aux présentes
ont exigé que la présente convention ainsi que tous les documents et avis qui s’y
rattachent et/ou qui en découleront soient rédigés en langue anglaise.  The parties hereto have required that this
Indenture and all documents and notices related thereto be drawn up in English.





 




SECTION 119.             Shareholders, Officers and Directors Exempt from Individual Liability.





 




No recourse under or upon
any obligation, covenant or agreement contained in this Indenture, or in any
Security, or because of any indebtedness evidenced thereby, shall be had
against any past, present or future shareholder, officer or director, as such,
of the Company or of any successor, either directly or through the Company or
any successor, under any rule of law, statute or constitutional provision
or by the enforcement of any assessment or by any legal or equitable proceeding
or otherwise, all such liability being expressly waived and released by the
acceptance of the Securities by the Holders thereof and as part of the
consideration for the issue of the Securities. 




 




SECTION 120.             Waiver of Jury Trial. 




 




EACH OF THE COMPANY AND
THE TRUSTEE HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY
APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING
ARISING OUT OF OR RELATING TO THIS INDENTURE, THE SECURITIES OR THE
TRANSACTIONS CONTEMPLATED HEREBY. 




 




ARTICLE TWO 




 




SECURITIES FORMS 




 




SECTION 201.             Forms Generally. 




 




(a)           The Registered
Securities, if any, of each series and the Bearer Securities, if any, of each
series and related coupons shall be in substantially the forms as shall be established
by or pursuant to a Board Resolution or in one or more indentures supplemental
hereto, in each case with such appropriate insertions, omissions, substitutions
and other variations as are required or permitted by this Indenture, and may
have such letters, numbers or other marks of identification and such legends or
endorsements placed thereon as may be required to comply with any law, with any
rule or regulation made pursuant thereto, with the rules of any
securities exchange or to conform to usage as may, consistently herewith, be
determined by the officers executing such Securities or coupons, as evidenced
by their execution of the Securities or coupons.  If the forms of Securities or coupons of any
series are established by action taken pursuant to a Board Resolution, a copy
of an appropriate record of such action 




 


19

















 




shall
be certified by the Corporate Secretary and delivered to the Trustee at or
prior to the delivery of the Company Order contemplated by Section 303(c) for
the authentication and delivery of such Securities or coupons.  If temporary Securities of any series are
issued in global form as permitted by Section 304, the form thereof shall
be established as provided in the preceding sentence.  Any portion of the text of any Security may
be set forth on the reverse thereof, with an appropriate reference thereto on
the face of the Security. 




 




(b)           Unless otherwise
specified as contemplated by Section 301, Securities in bearer form shall
have interest coupons attached. 




 




(c)           The Trustee’s
certificate of authentication on all Securities shall be in substantially the
form set forth in this Article. 




 




(d)           The definitive
Securities and coupons shall be printed, lithographed or engraved or produced
by any combination of these methods on steel-engraved borders or may be
produced in any other manner, all as determined by the officers of the Company
executing such Securities, as evidenced by their execution of such Securities
or coupons. 




 




SECTION 202.             Form of Trustee’s Certificate of Authentication. 




 




Subject to Sections 609
and 611, the Trustee’s certificate of authentication shall be in substantially
the following form: 




 




TRUSTEE’S CERTIFICATE OF AUTHENTICATION 




 




Dated:                                          





 




This is one of the
Securities of the series designated, and issued under the Indenture as
described herein. 




 




[                            ], 






as Trustee 




 


 




	
   

  	
  By

  	
   

  
	
   

  	
   

  	
  Authorized Officer

  





 




THE CERTIFICATE OF THE TRUSTEE SIGNED ON THE SECURITIES
WILL NOT BE CONSTRUED AS A REPRESENTATION OR WARRANTY BY THE TRUSTEE AS TO THE
VALIDITY OF THE INDENTURE OR OF THE SECURITIES OR OF THEIR ISSUANCE AND THE
TRUSTEE WILL IN NO RESPECT BE LIABLE OR ANSWERABLE FOR THE USE MADE OF SUCH
SECURITIES OR ANY OF THEM OR THE PROCEEDS THEREOF. THE CERTIFICATE OF THE
TRUSTEE SIGNED ON THE SECURITIES WILL, HOWEVER, BE A REPRESENTATION AND
WARRANTY BY THE TRUSTEE THAT THE SECURITIES HAVE BEEN DULY CERTIFIED BY OR ON
BEHALF OF THE TRUSTEE PURSUANT TO THE PROVISIONS OF THE INDENTURE. 




 


20

















 




SECTION 203.             Securities Issuable in Global Form. 




 




(a)           If Securities of or
within a series are issuable in global form, as specified and contemplated by Section 301,
then, notwithstanding clause (10) of Section 301(b), any such
Security shall represent such of the Outstanding Securities of such series as
shall be specified therein and may provide that it shall represent the
aggregate amount of Outstanding Securities of such series from time to time
endorsed thereon and that the aggregate amount of Outstanding Securities of
such series represented thereby may from time to time be increased or decreased
to reflect exchanges.  Any endorsement of
a Security in global form to reflect the amount, or any increase or decrease in
the amount, of Outstanding Securities represented thereby shall be made by the
Trustee in such manner and upon instructions given by such Person or Persons as
shall be specified therein or in the Company Order to be delivered to the
Trustee pursuant to Section 303 or Section 304.  Subject to the provisions of Section 303
and, if applicable, Section 304, the Trustee shall deliver and redeliver
any Security in permanent global form in the manner and upon instructions given
by the Person or Persons specified therein or in the applicable Company
Order.  If a Company Order pursuant to Section 303
or Section 304 has been, or simultaneously is, delivered, any instructions
by the Company with respect to endorsement or delivery or redelivery of a
Security in global form shall be in writing but need not comply with Section 102
and need not be accompanied by an Opinion of Counsel. 




 




(b)           The provisions of
the last sentence of Section 303 shall apply to any Security represented
by a Security in global form if such Security was never issued and sold by the
Company and the Company delivers to the Trustee the Security in global form
together with written instructions (which need not comply with Section 102
and need not be accompanied by an Opinion of Counsel) with regard to the
reduction in the principal amount of Securities represented thereby, together
with the written statement contemplated by the last sentence of Section 303.





 




(c)           Notwithstanding the
provisions of Section 307, unless otherwise specified as contemplated by Section 301,
payment of principal of, (and premium, if any) and interest, if any, on any
Security in permanent global form shall be made to the Person or Persons
specified therein. 




 




(d)           Notwithstanding the
provisions of Section 309 and except as provided in the preceding
paragraph, the Company, the Trustee and any agent of the Company and the
Trustee shall treat as the Holder of such principal amount of Outstanding
Securities represented by a permanent global Security (i)  in the case of
a permanent global Security in registered form, the Holder of such permanent
global Security in registered form, or (ii) in the case of a permanent
global Security in bearer form, Euroclear or Clearstream. 




 




ARTICLE THREE 




 




THE SECURITIES 




 




SECTION 301.             Amount Unlimited; Issuable in Series. 




 




(a)           The aggregate
principal amount of Securities which may be authenticated and delivered under
this Indenture is unlimited. 




 


21

















 




(b)           The Securities may
be issued in one or more series.  There
shall be established in one or more Board Resolutions or pursuant to authority
granted by one or more Board Resolutions and, subject to Section 303, set
forth in, or determined in the manner provided in, an Officer’s Certificate, or
established in one or more indentures supplemental hereto, prior to the
issuance of Securities of any series, any or all of the following, as
applicable (each of which (except for the matters set forth in
clauses (1), (2) and (23) below), if so provided, may be determined
from time to time by the Company with respect to unissued Securities of the
series and set forth in such Securities of the series when issued from time to
time): 




 




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




 




(2)           any limit upon the aggregate principal amount of the
Securities of the series that may be authenticated and delivered under this
Indenture (except for Securities authenticated and delivered upon registration
of transfer of, or in exchange for, or in lieu of, other Securities of the
series pursuant to Sections 304, 305, 306, 906, 1107 or 1305); 




 




(3)           the extent and manner, if any, to which payment on or in
respect of Securities of that series will be senior or will be subordinated to
the prior payment or other liabilities and obligations of the Company; 




 




(4)           the percentage or percentages of principal amount at which
the Securities of a series will be issued; 




 




(5)           the date or dates, or the method by which such date or
dates will be determined or extended, on which the principal of the Securities
of the series is payable; 




 




(6)           the rate or rates at which the Securities of the series
shall bear interest, if any, or the method by which such rate or rates shall be
determined, the date or dates from which such interest shall accrue, or the
method by which such date or dates shall be determined, the Interest Payment
Dates on which such interest shall be payable and the Regular Record Date, if
any, for the interest payable on any Registered Security on any Interest
Payment Date, or the method by which such date or dates shall be determined,
and the basis upon which interest shall be calculated if other than on the
basis of a 360 day year of twelve 30 day months; 




 




(7)           the place or places, if any, other than or in addition to
the Borough of Manhattan, The City of New York, where the principal of (and
premium, if any) and interest, if any, on Securities of the series shall be
payable, where any Registered Securities of the series may be surrendered for
registration of transfer, where Securities of the series may be surrendered for
exchange, where Securities of the series that are convertible or exchangeable
may be surrendered for conversion or exchange, as applicable and, if different
than the location specified in Section 105, the place or places where
notices or demands to or upon the Company in respect of the Securities of the
series and this Indenture may be served; 




 




(8)           the period or periods within which, the price or prices at
which, the Currency in which, and other terms and conditions upon which
Securities of the series may be 




 


22

















 




redeemed, in whole or in
part, at the option of the Company, if the Company is to have that option; 




 




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




 




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




 




(11)         if other than the Company or the Trustee, the identity of
each Security Registrar and/or Paying Agent; 




 




(12)         if other than the principal amount thereof, the portion of
the principal amount of Securities of the series that shall be payable upon
declaration of acceleration of the Maturity thereof pursuant to Section 503
or the method by which such portion shall be determined; 




 




(13)         if the Securities may be converted into or exercised or
exchanged for common stock or preferred stock or other securities of the
Company or debt or equity securities of one or more third parties, the terms on
which conversion, exercise or exchange may occur, including whether conversion,
exercise or exchange is mandatory, at the option of the Holder or at the
Company’s option, the period during which conversion, exercise or exchange may
occur, the initial conversion, exercise or exchange price or rate and the
circumstances or manner in which the amount of common stock or preferred stock
or other securities issuable upon conversion, exercise or exchange may be
adjusted; 




 




(14)         any subordination provisions applicable to the Securities; 




 




(15)         the issue price at which the Securities will originally be
issued, expressed as a percentage of the principal amount, and the original
issue date; 




 




(16)         if the Security is also an Original Issue Discount Security,
the Yield to Maturity; 




 




(17)         if other than Dollars, the Currency in which payment of the
principal of (or premium, if any) or interest, if any, on the Securities of the
series shall be payable or in which the Securities of the series shall be
denominated and the particular provisions applicable thereto in accordance
with, in addition to or in lieu of any of the provisions of Section 312; 




 




(18)         whether the amount of payments of principal of (or premium,
if any) or interest, if any, on the Securities of the series may be determined
with reference to an index, formula or other method (which index, formula or
method may be based, without 




 


23

















 




limitation, on one or more
Currencies, commodities, equity indices or other indices), and the manner in
which such amounts shall be determined; 




 




(19)         whether the principal of (or premium, if any) or interest,
if any, on the Securities of the series are to be payable, at the election of
the Company or a Holder thereof, in a Currency other than that in which such
Securities are denominated or stated to be payable, the period or periods
within which (including the Election Date), and the terms and conditions upon
which, such election may be made, and the time and manner of determining the
exchange rate between the Currency in which such Securities are denominated or
stated to be payable and the Currency in which such Securities are to be so
payable, in each case in accordance with, in addition to or in lieu of any of
the provisions of Section 312; 




 




(20)         the designation of the initial Exchange Rate Agent, if any; 




 




(21)         the applicability, if any, of Sections 1402 and/or 1403
to the Securities of the series and any deletion from, modification of, in
addition to or in lieu of any of the provisions of Article Fourteen with
respect to Securities of that series whether or not consistent with the
provisions of Article Fourteen set forth herein; 




 




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




 




(23)         any deletions from, modifications of or additions to the
Events of Default or covenants (including any deletions from, modifications of
or additions to Section 1008) of the Company with respect to Securities of
the series, whether or not such Events of Default or covenants are consistent
with the Events of Default or covenants set forth herein; 




 




(24)         whether Securities of the series are to be issuable as
Registered Securities, Bearer Securities (with or without coupons) or both, any
restrictions applicable to the offer, sale or delivery of Bearer Securities,
whether any Securities of the series are to be issuable initially in temporary
global form and whether any Securities of the series are to be issuable in
permanent global form with or without coupons and, if so, whether beneficial
owners of interests in any such permanent global Security may exchange such
interests for Securities of such series and of like tenor of any authorized
form and denomination and the circumstances under which any such exchanges may
occur, if other than in the manner provided in Section 305, whether Registered
Securities of the series may be exchanged for Bearer Securities of the series
(if permitted by applicable laws and regulations), whether Bearer Securities of
the series may be exchanged for Registered Securities of such series, and the
circumstances under which and the place or places where any such exchanges may
be made and if Securities of the series are to be issuable in global form, the
identity of any initial depository therefor; 




 




(25)         the date as of which any Bearer Securities of the series and
any temporary global Security representing Outstanding Securities of the series
shall be dated if other than the date of original issuance of the first
Security of the series to be issued; 




 


24

















 




(26)         the Person to whom any interest on any Registered Security
of the series shall be payable, if other than the Person in whose name that
Security (or one or more Predecessor Securities) is registered at the close of
business on the Regular Record Date for such interest, the manner in which, or
the Person to whom, any interest on any Bearer Security of the series shall be
payable, if otherwise than upon presentation and surrender of the coupons
appertaining thereto as they severally mature, and the extent to which, or the
manner in which, any interest payable on a temporary global Security on an
Interest Payment Date will be paid if other than in the manner provided in Section 304;





 




(27)         if Securities of the series are to be issuable in definitive
form (whether upon original issue or upon exchange of a temporary Security of
such series) only upon receipt of certain certificates or other documents or
satisfaction of other conditions, the form and/or terms of such certificates,
documents or conditions; 




 




(28)         if the Securities of the series are to be issued upon the
exercise of warrants, the time, manner and place for such Securities to be
authenticated and delivered; 




 




(29)         whether, under what circumstances and the Currency in which
the Company will pay Additional Amounts as contemplated by Section 1005 on
the Securities of the series to any Holder (including any modification to the
definition of such term) in respect of any tax, assessment or governmental
charge and, if so, whether the Company will have the option to redeem such
Securities rather than pay such Additional Amounts (and the terms of any such
option); 




 




(30)         if the Securities of the series are to be convertible into
or exchangeable for any securities of any Person (including the Company), the
terms and conditions upon which such Securities will be so convertible or
exchangeable; 




 




(31)         the form of the face and reverse of the Securities of such
series; 




 




(32)         CUSIP numbers, if any; 




 




(33)         the application, if any, of Section 1005 and Section 1108
to the Securities of that series; and 




 




(34)         any other terms, conditions, rights and preferences (or
limitations on such rights and preferences) relating to the series (which terms
shall not be inconsistent with the requirements of the Trust Indenture
Legislation or the provisions of this Indenture). 




 




(c)           All Securities of
any one series and the coupons appertaining to any Bearer Securities of such
series shall be substantially identical except, in the case of Registered
Securities, as to denomination and except as may otherwise be provided in or
pursuant to such Board Resolution (subject to Section 303) and set forth
in such Officer’s Certificate or in any such indenture supplemental
hereto.  Not all Securities of any one
series need be issued at the same time, and, unless otherwise provided, a
series may be reopened for issuances of additional Securities of such series. 




 


25

















 




(d)           If any of the terms
of the series are established by action taken pursuant to one or more Board
Resolutions, such Board Resolutions shall be delivered to the Trustee at or
prior to the delivery of the Officer’s Certificate setting forth the terms of
the series. 




 




SECTION 302.             Denominations. 




 




The Securities of each
series shall be issuable in such denominations as shall be specified as
contemplated by Section 301.  With
respect to Securities of any series denominated in Dollars, in the absence of
any such provisions, the Registered Securities of such series, other than
Registered Securities issued in global form (which may be of any denomination),
shall be issuable in denominations of $1,000 and any integral multiple thereof
and the Bearer Securities of such series, other than the Bearer Securities
issued in global form (which may be of any denomination), shall be issuable in
a denomination of $5,000. 




 




SECTION 303.             Execution, Authentication, Delivery and Dating. 




 




(a)           The Securities and
any coupons appertaining thereto shall be executed on behalf of the Company by
its Chairman, its President, its Chief Financial Officer, its General Counsel
or a Vice President, and attested by a Vice President or its Corporate
Secretary.  The signature of any of these
officers on the Securities or coupons may be the manual, facsimile or other
electronic signatures of the present or any future such authorized officer and
may be imprinted or otherwise reproduced on the Securities. 




 




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





 




(c)           At any time and from
time to time after the execution and delivery of this Indenture, the Company
may deliver Securities of any series together with any coupon appertaining
thereto, executed by the Company to the Trustee for authentication, together
with a Company Order for the authentication and delivery of such Securities,
and the Trustee in accordance with such Company Order shall authenticate and
deliver such Securities; provided, however, that, in connection
with its original issuance, no Bearer Security shall be mailed or otherwise
delivered to any location in the United States; and provided  further
that, unless otherwise specified with respect to any series of Securities
pursuant to Section 301, a Bearer Security may be delivered in connection
with its original issuance only if the Person entitled to receive such Bearer
Security shall have furnished a certificate in the form set forth in Exhibit A-1
to this Indenture, dated no earlier than 15 days prior to the earlier of the
date on which such Bearer Security is delivered and the date on which any
temporary Security first becomes exchangeable for such Bearer Security in
accordance with the terms of such temporary Security and this Indenture.  If any Security shall be represented by a
permanent global Bearer Security, then, for purposes of this Section and Section 304,
the notation of a beneficial owner’s interest therein upon original issuance of
such Security or upon exchange of a portion of a temporary global Security
shall be deemed to be delivery in connection with its original issuance of such
beneficial owner’s interest in such permanent global Security.  Except as permitted by Section 306, the
Trustee shall not authenticate and deliver any Bearer Security unless all
appurtenant coupons for interest then matured have been detached and
cancelled.  If not all the 




 


26

















 




Securities
of any series are to be issued at one time and if the Board Resolution or
supplemental indenture establishing such series shall so permit, such Company
Order may set forth procedures acceptable to the Trustee for the issuance of
such Securities and determining terms of particular Securities of such series
such as interest rate, stated maturity, date of issuance and date from which
interest shall accrue. 




 




(d)           In authenticating
such Securities, and accepting the additional responsibilities under this
Indenture in relation to such Securities, the Trustee shall be provided with,
and (subject to Trust Indenture Legislation) shall be fully protected in
relying upon, 




 




(i)            an Opinion of Counsel stating: 




 




(A)          that
such Securities, together with any coupons appertaining thereto, when completed
by appropriate insertions and executed and delivered by the Company to the
Trustee for authentication in accordance with this Indenture, authenticated and
delivered by the Trustee in accordance with this Indenture and issued by the
Company in the manner and subject to any conditions specified in such Opinion
of Counsel, will constitute the legal, valid and binding obligations of the
Company, enforceable in accordance with their terms, subject to applicable
bankruptcy, insolvency, reorganization and other similar laws of general
applicability relating to or affecting the enforcement of creditors’ rights, to
general equitable principles and to such other qualifications as such counsel
shall conclude do not materially affect the rights of Holders of such
Securities and any coupons; 




 




(B)           that
the Company has the corporate power to issue such Securities and any coupons,
and has duly taken all necessary corporate action with respect to such
issuance; and 




 




(C)           that
the issuance of such Securities and any coupons will not contravene the
articles of incorporation or by laws of the Company, and 




 




(ii)           an Officer’s Certificate stating: 




 




(A)          that
the form or forms of such Securities and any coupons have been established in
conformity with the provisions of this Indenture; and 




 




(B)           that
the terms of such Securities and any coupons have been established in
conformity with the provisions of this Indenture. 




 




(e)           Notwithstanding the
provisions of Section 301 and of the preceding two paragraphs, if not all
the Securities of any series are to be issued at one time, it shall not be
necessary to deliver the Officer’s Certificate otherwise required pursuant to Section 301
or the Company Order and Opinion of Counsel otherwise required pursuant to the
preceding two paragraphs prior to or at the time of issuance of each Security,
but such documents shall be delivered prior to or at the time of issuance of
the first Security of such series. 




 




(f)            The Trustee shall
not be required to authenticate and deliver any such Securities if the issue of
such Securities pursuant to this Indenture will affect the Trustee’s own 




 


27

















 




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




 




(g)           Each Registered
Security shall be dated the date of its authentication and each Bearer Security
shall be dated as of the date specified as contemplated by Section 301. 




 




(h)           No Security or
coupon shall be entitled to any benefit under this Indenture or be valid or
obligatory for any purpose unless there appears on such Security a certificate
of authentication substantially in the form provided for herein duly executed
by the Trustee by manual signature of an authorized officer, and such
certificate upon any Security shall be conclusive evidence, and the only
evidence, that such Security has been duly authenticated and delivered
hereunder and is entitled to the benefits of this Indenture.  Notwithstanding the foregoing, if any
Security shall have been authenticated and delivered hereunder but never issued
and sold by the Company, and the Company shall deliver such Security to the
Trustee for cancellation as provided in Section 310 together with a
written statement (which need not comply with Section 102 and need not be
accompanied by an Opinion of Counsel) stating that such Security has never been
issued and sold by the Company, for all purposes of this Indenture such
Security shall be deemed never to have been authenticated and delivered
hereunder and shall never be entitled to the benefits of this Indenture. 




 




SECTION 304.             Temporary Securities. 




 




(a)           Pending the
preparation of definitive Securities of any series, the Company may execute,
and upon Company Order the Trustee shall authenticate and deliver, temporary
Securities which are printed, lithographed, typewritten, mimeographed or
otherwise produced, in any authorized denomination, substantially of the tenor
of the definitive Securities in lieu of which they are issued, in registered
form or, if authorized, in bearer form with one or more coupons or without coupons,
and with such appropriate insertions, omissions, substitutions and other
variations as conclusively the officers executing such Securities may
determine, as conclusively evidenced by their execution of such Securities.  Such temporary Securities may be in global
form. 




 




(b)           Except in the case
of temporary Securities in global form (which shall be exchanged in accordance
with the provisions of the following paragraphs), if temporary Securities of
any series are issued, the Company will cause definitive Securities of that
series to be prepared without unreasonable delay.  After the preparation of definitive
Securities of such series, the temporary Securities of such series shall be
exchangeable for definitive Securities of such series upon surrender of the
temporary Securities of such series at the office or agency of the Company in a
Place of Payment for that series, without charge to the Holder.  Upon surrender for cancellation of any one or
more temporary Securities of any series (accompanied by any unmatured coupons
appertaining thereto), the Company shall execute and the Trustee shall
authenticate and deliver in exchange therefor a like principal amount of
definitive Securities of the same series of authorized denominations; provided,
however, that no definitive Bearer Security shall be delivered in
exchange for a temporary Registered Security; and provided  further
that a definitive Bearer Security shall be delivered in exchange for a
temporary Bearer Security only in compliance with the conditions set forth in Section 303.  Until so exchanged the temporary Securities
of any series shall in all respects be entitled to the same benefits under this
Indenture as definitive Securities of such series. 




 


28
















 




(c)           If temporary Securities of any series
are issued in global form, any such temporary global Security shall, unless
otherwise provided therein, be delivered to the London office of a depositary
or common depositary (the “Common Depositary”), for the benefit
of Euroclear and Clearstream, for credit to the respective accounts of the
beneficial owners of such Securities (or to such other accounts as they may
direct). 




 




(d)           Without unnecessary delay but in any
event not later than the date specified in, or determined pursuant to the terms
of, any such temporary global Security (the “Exchange Date”), the Company
shall deliver to the Trustee definitive Securities, in aggregate principal
amount equal to the principal amount of such temporary global Security, executed
by the Company.  On or after the Exchange
Date such temporary global Security shall be surrendered by the Common
Depositary to the Trustee, as the Company’s agent for such purpose, to be
exchanged, in whole or from time to time in part, for definitive Securities
without charge and the Trustee shall authenticate and deliver, in exchange for
each portion of such temporary global Security, an equal aggregate principal
amount of definitive Securities of the same series of authorized denominations
and of like tenor as the portion of such temporary global Security to be
exchanged.  The definitive Securities to
be delivered in exchange for any such temporary global Security shall be in
bearer form, registered form, permanent global bearer form or permanent global
registered form, or any combination thereof, as specified as contemplated by Section 301,
and, if any combination thereof is so specified, as requested by the beneficial
owner thereof; provided, however, that, unless otherwise
specified in such temporary global Security, upon such presentation by the
Common Depositary, such temporary global Security is accompanied by a
certificate dated the Exchange Date or a subsequent date and signed by
Euroclear as to the portion of such temporary global Security held for its
account then to be exchanged and a certificate dated the Exchange Date or a
subsequent date and signed by Clearstream as to the portion of such temporary
global Security held for its account then to be exchanged, each in the form set
forth in Exhibit A-2 to this Indenture (or in such other form as may be
established pursuant to Section 301); and provided  further
that definitive Bearer Securities shall be delivered in exchange for a portion
of a temporary global Security only in compliance with the requirements of Section 303.





 




(e)           Unless otherwise specified in such
temporary global Security, the interest of a beneficial owner of Securities of
a series in a temporary global Security shall be exchanged for definitive
Securities of the same series and of like tenor following the Exchange Date
when the account holder instructs Euroclear or Clearstream, as the case may be,
to request such exchange on his behalf and delivers to Euroclear or
Clearstream, as the case may be, a certificate in the form set forth in Exhibit A-1
to this Indenture (or in such other form as may be established pursuant to Section 301),
dated no earlier than 15 days prior to the Exchange Date, copies of which
certificate shall be available from the offices of Euroclear and Clearstream,
the Trustee, any Authenticating Agent appointed for such series of Securities
and each Paying Agent.  Unless otherwise
specified in such temporary global Security, any such exchange shall be made
free of charge to the beneficial owners of such temporary global Security,
except that a Person receiving definitive Securities must bear the cost of
insurance, postage, transportation and the like in the event that such Person
does not take delivery of such definitive Securities in person at the offices
of Euroclear or Clearstream.  Definitive
Securities in bearer form to be delivered in exchange for any portion of a
temporary global Security shall be delivered only outside the United States. 




 


29

















 




(f)            Until exchanged in full as
hereinabove provided, the temporary Securities of any series shall in all
respects be entitled to the same benefits under this Indenture as definitive
Securities of the same series and of like tenor authenticated and delivered
hereunder, except that, unless otherwise specified as contemplated by Section 301,
interest payable on a temporary global Security on an Interest Payment Date for
Securities of such series occurring prior to the applicable Exchange Date shall
be payable to Euroclear and Clearstream on such Interest Payment Date upon
delivery by Euroclear and Clearstream to the Trustee of a certificate or
certificates in the form set forth in Exhibit A-2 to this Indenture (or in
such other form as may be established pursuant to Section 301), for credit
without further interest thereon on or after such Interest Payment Date to the
respective accounts of the Persons who are the beneficial owners of such
temporary global Security on such Interest Payment Date and who have each
delivered to Euroclear or Clearstream, as the case may be, a certificate dated
no earlier than 15 days prior to the Interest Payment Date occurring prior to
such Exchange Date in the form set forth in Exhibit A-1 to this Indenture
(or in such other form as may be established pursuant to Section 301).  Notwithstanding anything to the contrary
herein contained, the certifications made pursuant to this paragraph shall
satisfy the certification requirements of the preceding two paragraphs of this Section and
of the third paragraph of Section 303 of this Indenture and the interests
of the Persons who are the beneficial owners of the temporary global Security
with respect to which such certification was made will be exchanged for
definitive Securities of the same series and of like tenor on the Exchange Date
or the date of certification if such date occurs after the Exchange Date,
without further act or deed by such beneficial owners.  Except as otherwise provided in this
paragraph, no payments of principal (or premium, if any) or interest, if any,
owing with respect to a beneficial interest in a temporary global Security will
be made unless and until such interest in such temporary global Security shall
have been exchanged for an interest in a definitive Security.  Any interest so received by Euroclear and
Clearstream and not paid as herein provided shall be returned to the Trustee
immediately prior to the expiration of two years after such Interest Payment
Date in order to be repaid to the Company in accordance with Section 1003.





 




SECTION 305.             Registration, Registration of Transfer and Exchange. 




 




(a)           So long as required by Trust
Indenture Legislation, the Company shall keep at its principal office in the
Province of Ontario, or shall cause to be kept at the office or agency of a
trust corporation registered under the Loan and Trust Corporations Act
(Ontario), a securities register (the “Central Register”) of Holders
of each series of Securities maintained in compliance with the laws of the
Province of Ontario.  The Company will
cause the particulars of each such issue, exchange or transfer of Securities to
be recorded in the Central Register.  The
Trustee shall initially be the central security registrar (the “Central
Security Registrar”) for the purpose of registering Securities and
transfers and exchanges of Securities in the Central Register as provided
herein; provided, however, the Company may appoint from time to
time one or more successor Central Security Registrars and may from time to
time rescind any such appointment.  If no
longer required by Trust Indenture Legislation, the Company may appoint a
Person other than the Company or a trust corporation registered under the Loan
and Trust Corporations Act (Ontario) as the Central Securities Registrar. 




 




(b)           The Company shall also cause to be
maintained a branch register (a “branch register”) or branch
registers of Holders of Securities in accordance with Section 1002 in the
same manner and containing the same information with respect to each entry
contained 




 


30

















 




therein as contained in the
Central Register.  A copy of every entry
in a branch register shall, promptly after the entry is made, be transmitted to
the Central Security Registrar.  If there
is a conflict between the information contained in the Central Register and the
information contained in the branch register, the information contained in the
Central Register shall prevail.  The
Central Register together with each branch register are collectively referred
to herein as the “Security Register”.  At all reasonable times, the Security
Register shall be open to inspection by the Trustee.  The Trustee is hereby initially appointed as
branch security registrar (the “Branch Security Registrar”) for the
purpose of maintaining a branch register at its Corporate Trust Office; provided,
however, the Company may appoint from time to time one or more successor
or additional Branch Security Registrars and may from time to time rescind any
such appointment.  The Central Security Registrar
together with each Branch Security Registrar are collectively referred to
herein as the “Security Registrar”. 




 




(c)           Upon surrender for registration of
transfer of any Registered Security of any series at the office or agency in a
Place of Payment for that series, the Company shall execute, and the Trustee
shall authenticate and deliver, in the name of the designated transferee, one
or more new Registered Securities of the same series, of any authorized
denominations and of a like aggregate principal amount and tenor. 




 




(d)           At the option of the Holder,
Registered Securities of any series may be exchanged for other Registered
Securities of the same series, of any authorized denomination and of a like
aggregate principal amount, upon surrender of the Registered Securities to be
exchanged at such office or agency. 
Whenever any Registered Securities are so surrendered for exchange, the
Company shall execute, and the Trustee shall authenticate and deliver, the Registered
Securities which the Holder making the exchange is entitled to receive.  Unless otherwise specified with respect to
any series of Securities as contemplated by Section 301, Bearer Securities
may not be issued in exchange for Registered Securities. 




 




(e)           If (but only if) expressly permitted
in or pursuant to the applicable Board Resolution and (subject to Section 303)
set forth in the applicable Officer’s Certificate, or in any indenture
supplemental hereto, delivered as contemplated by Section 301, at the
option of the Holder, Bearer Securities of any series may be exchanged for
Registered Securities of the same series of any authorized denomination and of
a like aggregate principal amount and tenor, upon surrender of the Bearer
Securities to be exchanged at any such office or agency, with all unmatured
coupons and all matured coupons in default thereto appertaining.  If the Holder of a Bearer Security is unable
to produce any such unmatured coupon or coupons or matured coupon or coupons in
default, any such permitted exchange may be effected if the Bearer Securities
are accompanied by payment in funds acceptable to the Company in an amount
equal to the face amount of such missing coupon or coupons, or the surrender of
such missing coupon or coupons may be waived by the Company and the Trustee if
there is furnished to them such security or indemnity as they may require to
save each of them and any Paying Agent harmless.  If thereafter the Holder of such Security
shall surrender to any Paying Agent any such missing coupon in respect of which
such a payment shall have been made, such Holder shall be entitled to receive
the amount of such payment; provided, however, that, except as
otherwise provided in Section 1002, interest represented by coupons shall
be payable only upon presentation and surrender of those coupons at an office
or agency located outside the United States. 
Notwithstanding the foregoing, in case a Bearer Security of any series
is surrendered at any such office or agency in a permitted exchange for a
Registered Security of the same series and like 




 


31

















 




tenor after the close of
business at such office or agency on (i)  any Regular Record Date and
before the opening of business at such office or agency on the relevant
Interest Payment Date, or (ii) any Special Record Date and before the
opening of business at such office or agency on the related proposed date for
payment of Defaulted Interest, such Bearer Security shall be surrendered
without the coupon relating to such Interest Payment Date or proposed date for
payment, as the case may be, and interest or Defaulted Interest, as the case
may be, will not be payable on such Interest Payment Date or proposed date for
payment, as the case may be, in respect of the Registered Security issued in
exchange for such Bearer Security, but will be payable only to the Holder of
such coupon when due in accordance with the provisions of this Indenture. 




 




(f)            Whenever any Securities are so
surrendered for exchange, the Company shall execute, and the Trustee shall
authenticate and deliver, the Securities which the Holder making the exchange
is entitled to receive. 




 




(g)           Notwithstanding the foregoing, except
as otherwise specified as contemplated by Section 301, any permanent
global Security shall be exchangeable only as provided in this paragraph.  If any beneficial owner of an interest in a
permanent global Security is entitled to exchange such interest for Securities
of such series and of like tenor and principal amount of another authorized
form and denomination, as specified as contemplated by Section 301 and
provided that any applicable notice provided in the permanent global Security
shall have been given, then without unnecessary delay but in any event not
later than the earliest date on which such interest may be so exchanged, the
Company shall deliver to the Trustee definitive Securities in aggregate
principal amount equal to the principal amount of such beneficial owner’s
interest in such permanent global Security, executed by the Company.  On or after the earliest date on which such
interests may be so exchanged, such permanent global Security shall be
surrendered by the Common Depositary or such other depositary as shall be
specified in the Company Order with respect thereto to the Trustee, as the
Company’s agent for such purpose, to be exchanged, in whole or from time to
time in part, for definitive Securities without charge, and the Trustee shall
authenticate and deliver, in exchange for each portion of such permanent global
Security, an equal aggregate principal amount of definitive Securities of the
same series of authorized denominations and of like tenor as the portion of
such permanent global Security to be exchanged which, unless the Securities of
the series are not issuable both as Bearer Securities and as Registered
Securities, as specified as contemplated by Section 301, shall be in the
form of Bearer Securities or Registered Securities, or any combination thereof,
as shall be specified by the beneficial owner thereof; provided, however,
that no such exchanges may occur during a period beginning at the opening of
business 15 days before any selection of Securities to be redeemed and ending
on the relevant Redemption Date if the Security for which exchange is requested
may be among those selected for redemption; and provided, further,
that no Bearer Security delivered in exchange for a portion of a permanent
global Security shall be mailed or otherwise delivered to any location in the
United States.  If a Registered Security
is issued in exchange for any portion of a permanent global Security after the
close of business at the office or agency where such exchange occurs on (i) any
Regular Record Date and before the opening of business at such office or agency
on the relevant Interest Payment Date, or (ii) any Special Record Date and
before the opening of business at such office or agency on the related proposed
date for payment of Defaulted Interest, interest or Defaulted Interest, as the
case may be, will not be payable on such Interest Payment 




 


32

















 




Date or proposed date for
payment, as the case may be, in respect of such Registered Security, but will
be payable on such Interest Payment Date or proposed date for payment, as the
case may be, only to the Person to whom interest in respect of such portion of
such permanent global Security is payable in accordance with the provisions of
this Indenture. 




 




(h)           If at any time the Depositary of a
series notifies the Company that it is unwilling, unable or no longer qualifies
to continue as Depositary of such series or if at any time the Depositary for
such series shall no longer be registered or in good standing under the
Securities Exchange Act of 1934, as amended, or other applicable statute or
regulation, the Company shall appoint a successor depositary with respect to
the Securities for such series.  If a
successor to the Depositary 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, the Company’s election pursuant to Section 301 shall no
longer be effective with respect to the Securities for such series and the
Company will execute, and the Trustee, upon receipt of a Company Order for the
authentication and delivery of definitive Securities of such series, will
authenticate and deliver Securities of such series in definitive registered
form, in authorized denominations, and in an aggregate principal amount equal
to the principal amount of the global Security or Securities representing such
series in exchange for such global Security or Securities. 




 




(i)            The Company may at any time and in
its sole discretion determine that the Securities of any series issued in the
form of one or more global Securities shall no longer be represented by such
global Security or Securities.  In such
event the Company will execute, and the Trustee, upon receipt of a Company
Order for the authentication and delivery of definitive Securities of such series,
will authenticate and deliver Securities of such series in definitive
registered form, in authorized denominations, and in an aggregate principal
amount equal to the principal amount of the global Security or Securities
representing such series in exchange for such global Security or Securities. 




 




(j)            Upon the exchange of a global
Security for Securities in definitive registered form, such global Security
shall be cancelled by the Trustee. Securities issued in exchange for a global
Security pursuant to this Section shall be registered in such names and in
such authorized denominations as the depositary for such global Security,
pursuant to instructions from its direct or indirect participants or otherwise,
shall instruct the Trustee in writing. 
The Trustee shall deliver such Securities to the persons in whose names
such Securities are so registered. 




 




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




 




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




 




(m)          No service charge shall be made for
any registration of transfer or exchange of Securities, but the Company may
require payment of a sum sufficient to cover any tax or other governmental
charge that may be imposed in connection with any registration of 




 


33

















 




transfer or exchange of
Securities, other than exchanges pursuant to Section 304, 906, 1107 or
1305 not involving any transfer. 




 




(n)           The Company shall not be required (i) to
issue, register the transfer of or exchange Securities of any series during a
period beginning at the opening of business 15 days before the day of the
selection for redemption of Securities of that series under Sections 1103
or 1203 and ending at the close of business on (A) if Securities of the
series are issuable only as Registered Securities, the day of the mailing of
the relevant notice of redemption and (B) if Securities of the series are
issuable as Bearer Securities, the day of the first publication of the relevant
notice of redemption or, if Securities of the series are also issuable as
Registered Securities and there is no publication, the mailing of the relevant
notice of redemption, or (ii) to register the transfer of or exchange any
Registered Security so selected for redemption in whole or in part, except the
unredeemed portion of any Security being redeemed in part, or (iii) to
exchange any Bearer Security so selected for redemption except that such a
Bearer Security may be exchanged for a Registered Security of that series and
like tenor; provided that such Registered Security shall be
simultaneously surrendered for redemption, or (iv) to issue, register the
transfer of or exchange any Security which has been surrendered for repayment
at the option of the Holder, except the portion, if any, of such Security not
to be so repaid. 




 




SECTION 306.             Mutilated, Destroyed, Lost and Stolen Securities. 




 




(a)           If any mutilated Security or a
Security with a mutilated coupon appertaining to it is surrendered to the
Trustee, the Company shall execute and the Trustee shall authenticate and
deliver in exchange therefor a new Security of the same series and of like
tenor and principal amount and bearing a number not contemporaneously
outstanding, with coupons corresponding to the coupons, if any, appertaining to
the surrendered Security, or, in case any such mutilated Security or coupon has
become or is about to become due and payable, the Company in its discretion
may, instead of issuing a new Security, with coupons corresponding to the
coupons, if any, appertaining to the surrendered Security, pay such Security or
coupon. 




 




(b)           If there shall be delivered to the
Company and to the Trustee (i) evidence to their satisfaction of the
destruction, loss or theft of any Security or coupon and (ii) such
security or indemnity as may be required by them to save each of them and any
agent of either of them harmless, then, in the absence of notice to the Company
or the Trustee that such Security or coupon has been acquired by a good faith
purchaser (as defined under the Canada Business Corporations Act) or a
protected purchaser (as defined in Article 8 of the Uniform Commercial
Code), as applicable, the Company shall execute and upon Company Order the
Trustee shall authenticate and deliver, in lieu of any such destroyed, lost or
stolen Security or in exchange for the Security for which a destroyed, lost or
stolen coupon appertains (with all appurtenant coupons not destroyed, lost or
stolen), a new Security of the same series and of like tenor and principal
amount and bearing a number not contemporaneously outstanding, with coupons
corresponding to the coupons, if any, appertaining to such destroyed, lost or
stolen Security or to the Security to which such destroyed, lost or stolen
coupon appertains. 




 




(c)           Notwithstanding the provisions of the
previous two paragraphs, in case any such mutilated, destroyed, lost or stolen
Security or coupon has become or is about to become due and payable, the
Company in its discretion may, instead of issuing a new Security, with coupons
corresponding to the coupons, if any, appertaining to such mutilated,
destroyed, 




 


34

















 




lost or stolen Security or
to the Security to which such mutilated, destroyed, lost or stolen coupon
appertains, pay such Security or coupon; provided, however, that
payment of principal of (and premium, if any) and interest, if any, on Bearer
Securities shall, except as otherwise provided in Section 1002, be payable
only at an office or agency located outside the United States and, unless
otherwise specified as contemplated by Section 301, any interest on Bearer
Securities shall be payable only upon presentation and surrender of the coupons
appertaining thereto. 




 




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




 




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




 




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




 




SECTION 307.             Payment of Interest; Interest Rights Preserved; Optional Interest Reset.





 




(a)           Unless otherwise provided as contemplated
by Section 301 with respect to any series of Securities, interest, if any,
on any Registered Security which is payable, and is punctually paid or duly
provided for, on any Interest Payment Date shall be paid to the Person in whose
name such Security (or one or more Predecessor Securities) is registered at the
close of business on the Regular Record Date for such interest at the office or
agency of the Company maintained for such purpose pursuant to Section 1002;
provided, however, that each installment of interest, if any, on
any Registered Security may at the Company’s option be paid by (i) mailing
a check for such interest, payable to or upon the written order of the Person
entitled thereto pursuant to Section 309, to the address of such Person as
it appears on the Security Register or (ii) wire transfer to an account
located in the United States or Canada maintained by the payee. 




 




(b)           Unless otherwise provided as
contemplated by Section 301 with respect to the Securities of any series,
payment of interest, if any, may be made, in the case of a Bearer Security, by
transfer to an account located outside the United States maintained by the
payee. 




 




(c)           Unless otherwise provided as
contemplated by Section 301, every permanent global Security will provide
that interest, if any, payable on any Interest Payment Date will be paid to
each of Euroclear and Clearstream with respect to that portion of such
permanent global Security held for its account by the Common Depositary, for
the purpose of 




 


35

















 




permitting each of Euroclear
and Clearstream to credit the interest, if any, received by it in respect of
such permanent global Security to the accounts of the beneficial owners
thereof. 




 




(d)           Any interest on any Registered
Security of any series which is payable, but is not punctually paid or duly
provided for, on any Interest Payment Date shall forthwith cease to be payable
to the Holder on the relevant Regular Record Date by virtue of having been such
Holder, and such defaulted interest and, if applicable, interest on such
defaulted interest (to the extent lawful) at the rate specified in the
Securities of such series (such defaulted interest and, if applicable, interest
thereon herein collectively called “Defaulted Interest”) may be paid
by the Company, at its election in each case, as provided in clause (1) or
(2) below: 




 




(1)           The Company may elect to make payment
of any Defaulted Interest to the Persons in whose names the Registered
Securities of such series (or their respective Predecessor Securities) are
registered at the close of business on a Special Record Date for the payment of
such Defaulted Interest, which shall be fixed in the following manner.  The Company shall notify the Trustee in
writing of the amount of Defaulted Interest proposed to be paid on each
Registered Security of such series and the date of the proposed payment, and at
the same time the Company shall deposit with the Trustee an amount of money in
the Currency in which the Securities of such series are payable (except as
otherwise specified pursuant to Section 301 for the Securities of such
series and except, if applicable, as provided in Sections 312(b), 312(d) and
312(e)) 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 on or prior to the date of the proposed payment, such money when
deposited to be held in trust for the benefit of the Persons entitled to such
Defaulted Interest as in this clause provided. 
Thereupon the Trustee shall fix a Special Record Date for the payment of
such Defaulted Interest which shall be not more than 15 days and not less than
10 days prior to the date of the proposed payment and not less than 10 days
after the receipt by the Trustee of the notice of the proposed payment.  The Trustee shall promptly notify the Company
of such Special Record Date and, in the name and at the expense of the Company,
shall cause notice of the proposed payment of such Defaulted Interest and the
Special Record Date therefor to be given in the manner provided in Section 106,
not less than 10 days prior to such Special Record Date.  Notice of the proposed payment of such
Defaulted Interest and the Special Record Date therefor having been so given,
such Defaulted Interest shall be paid to the Persons in whose name the
Registered Securities of such series (or their respective Predecessor
Securities) are registered at the close of business on such Special Record Date
and shall no longer be payable pursuant to the following clause (2). 




 




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




 




(e)           The provisions of this Section 307(e) may
be made applicable to any series of Securities pursuant to Section 301
(with such modifications, additions or substitutions as may be specified
pursuant to such Section 301).  The
interest rate (or the spread or spread 




 


36

















 




multiplier used to calculate
such interest rate, if applicable) on any Security of such series may be reset
by the Company on the date or dates specified on the face of such Security (each
an “Optional Reset Date”).  The Company may exercise such option with
respect to such Security by notifying the Trustee of such exercise at least 50
but not more than 60 days prior to an Optional Reset Date for such Security,
which notice shall set forth the specific information to be contained in the
Reset Notice (as defined below).  Not
later than 40 days prior to each Optional Reset Date, the Trustee shall
transmit, in the manner provided for in Section 106, to the Holder of any
such Security a notice (the “Reset Notice”) indicating whether the
Company has elected to reset the interest rate (or the spread or spread
multiplier used to calculate such interest rate, if applicable), and if so (i) such
new interest rate (or such new spread or spread multiplier, if applicable) or
method of determining such rate (or spread or spread multiplier, if applicable)
and (ii) the provisions, if any, for redemption during the period from
such Optional Reset Date to the next Optional Reset Date or if there is no such
next Optional Reset Date, to the Stated Maturity Date of such Security (each
such period a “Subsequent Interest Period”), including
the date or dates on which or the period or periods during which and the price
or prices at which such redemption may occur during the Subsequent Interest
Period. 




 




(f)            Notwithstanding the foregoing, not
later than 20 days prior to the Optional Reset Date, the Company may, at its
option, revoke the interest rate (or spread or spread multiplier used to
calculate such interest rate, if applicable) or method of determining such
interest rate (or spread or spread multiplier, if applicable) provided for in
the Reset Notice and establish an interest rate (or a spread or spread
multiplier used to calculate such interest rate, if applicable) or method of
determining such interest rate (or spread or spread multiplier, if applicable)
that is higher than the interest rate (or spread or spread multiplier, if
applicable) or method of determining such interest rate (or spread or spread
multiplier, if applicable) provided for in the Reset Notice, for the Subsequent
Interest Period by causing the Trustee to transmit, in the manner provided for
in Section 106, notice of such higher interest rate (or such higher spread
or spread multiplier, if applicable) or method of determining such interest
rate (or spread or spread multiplier, if applicable) to the Holder of such
Security.  Such notice shall be
irrevocable.  All Securities with respect
to which the interest rate (or the spread or spread multiplier used to
calculate such interest rate, if applicable) is reset on an Optional Reset
Date, and with respect to which the Holders of such Securities have not
tendered such Securities for repayment (or have validly revoked any such
tender) pursuant to the next succeeding paragraph, will bear such higher
interest rate (or such higher spread or spread multiplier, if applicable). 




 




(g)           The Holder of any such Security will
have the option to elect repayment by the Company of the principal of such
Security on each Optional Reset Date at a price equal to the principal amount
thereof plus interest accrued to such Optional Reset Date.  In order to obtain repayment on an Optional
Reset Date, the Holder must follow the procedures set forth in Article Thirteen
for repayment at the option of Holders except that the period for delivery or
notification to the Trustee shall be at least 25 but not more than 35 days
prior to such Optional Reset Date and except that, if the Holder has tendered
any Security for repayment pursuant to the Reset Notice, the Holder may, by
written notice to the Trustee, revoke such tender or repayment until the close
of business on the tenth day before such Optional Reset Date. 




 




(h)           Subject to the foregoing provisions
of this Section and Section 305, each Security delivered under this
Indenture upon registration of transfer of or in exchange for or in 




 


37

















 




lieu of any other Security
shall carry the rights to interest accrued and unpaid, and to accrue, which
were carried by such other Security. 




 




SECTION 308.             Optional Extension of Stated Maturity. 




 




(a)           The provisions of this Section 308
may be made applicable to any series of Securities pursuant to Section 301
(with such modifications, additions or substitutions as may be specified
pursuant to such Section 301).  The
Stated Maturity of any Security of such series may be extended at the option of
the Company for the period or periods specified on the face of such Security
(each an “Extension Period”) up to but not beyond the date (the “Final
Maturity”) set forth on the face of such Security.  The Company may exercise such option with
respect to any Security by notifying the Trustee of such exercise at least 50
but not more than 60 days prior to the Stated Maturity of such Security in
effect prior to the exercise of such option (the “Original
Stated Maturity”), which notice shall set forth the specific
information to be contained in the Extension Notice (as defined below).  If the Company exercises such option, the
Trustee shall transmit, in the manner provided for in Section 106, to the
Holder of such Security not later than 40 days prior to the Original Stated
Maturity a notice (the “Extension Notice”) indicating (i) the
election of the Company to extend the Stated Maturity, (ii) the new Stated
Maturity, (iii) the interest rate, if any, applicable to the Extension
Period and (iv) the provisions, if any, for redemption during such
Extension Period.  Upon the Trustee’s
transmittal of the Extension Notice, the Stated Maturity of such Security shall
be extended automatically and, except as modified by the Extension Notice and
as described in the next paragraph, such Security will have the same terms as
prior to the transmittal of such Extension Notice. 




 




(b)           Notwithstanding the foregoing, not
later than 20 days before the Original Stated Maturity of such Security,
the Company may, at its option, revoke the interest rate provided for in the
Extension Notice and establish a higher interest rate for the Extension Period
by causing the Trustee to transmit, in the manner provided for in Section 106,
notice of such higher interest rate to the Holder of such Security.  Such notice shall be irrevocable.  All Securities with respect to which the
Stated Maturity is extended will bear such higher interest rate. 




 




(c)           If the Company extends the Maturity
of any Security, the Holder will have the option to elect repayment of such
Security by the Company on the Original Stated Maturity at a price equal to the
principal amount thereof, plus interest accrued to such date.  In order to obtain repayment on the Original
Stated Maturity once the Company has extended the Maturity thereof, the Holder
must follow the procedures set forth in Article Thirteen for repayment at
the option of Holders, except that the period for delivery or notification to
the Trustee shall be at least 25 but not more than 35 days prior to the
Original Stated Maturity and except that, if the Holder has tendered any
Security for repayment pursuant to an Extension Notice, the Holder may by
written notice to the Trustee revoke such tender for repayment until the close
of business on the tenth day before the Original Stated Maturity. 




 




SECTION 309.             Persons Deemed Owners. 




 




(a)           Prior to due presentment of a
Registered Security for registration of transfer, the Company, the Trustee and
any agent of the Company or the Trustee may treat the Person in whose name such
Registered Security is registered as the owner of such Registered Security for
the purpose of receiving payment of principal of (and premium, if any) and
(subject 




 


38
















 




to Sections 305 and
307) interest, if any, on such Security and for all other purposes whatsoever,
whether or not such Security be overdue, and none of the Company, the Trustee
or any agent of the Company or the Trustee shall be affected by notice to the contrary.





 




(b)                                 Title to any
Bearer Security and any coupons appertaining thereto shall pass by
delivery.  The Company, the Trustee and
any agent of the Company or the Trustee may treat the bearer of any Bearer
Security and the bearer of any coupon as the absolute owner of such Security or
coupon for the purpose of receiving payment thereof or on account thereof and
for all other purposes whatsoever, whether or not such Security or coupons be
overdue, and none of the Company, the Trustee or any agent of the Company or
the Trustee shall be affected by notice to the contrary. 




 




(c)                                  None of the
Company, the Trustee, any Paying Agent or the Security Registrar will have any
responsibility or liability for any aspect of the records relating to or
payments made on account of beneficial ownership interests of a Security in
global form or for maintaining, supervising or reviewing any records relating
to such beneficial ownership interests. 




 




(d)                                 Notwithstanding
the foregoing, with respect to any global Security, nothing herein shall
prevent the Company, the Trustee, or any agent of the Company or the Trustee,
from giving effect to any written certification, proxy or other authorization
furnished by any depositary, as a Holder, with respect to such global Security
or impair, as between such depositary and owners of beneficial interests in
such global Security, the operation of customary practices governing the
exercise of the rights of such depositary (or its nominee) as Holder of such
global Security. 




 




SECTION 310.                                      Cancellation. 




 




All Securities and coupons surrendered for payment,
redemption, repayment at the option of the Holder, registration of transfer or
exchange or for credit against any current or future sinking fund payment
shall, if surrendered to any Person other than the Trustee, be delivered to the
Trustee.  All Securities and coupons so
delivered to the Trustee shall be promptly cancelled by it.  The Company may at any time deliver to the
Trustee for cancellation any Securities previously authenticated and delivered
hereunder which the Company may have acquired in any manner whatsoever, and may
deliver to the Trustee (or to any other Person for delivery to the Trustee) for
cancellation any Securities previously authenticated hereunder which the
Company has not issued and sold, and all Securities so delivered shall be
promptly cancelled by the Trustee.  If
the Company shall so 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 surrendered to the Trustee for
cancellation.  No Securities shall be
authenticated in lieu of or in exchange for any Securities cancelled as
provided in this Section, except as expressly permitted by this Indenture.  All cancelled Securities held by the Trustee
shall be disposed of by the Trustee in accordance with its customary procedures
and certification of their disposal delivered to the Company unless by Company
Order the Company shall direct that cancelled Securities be returned to it. 




 


39

















 




SECTION 311.                                      Computation of Interest. 




 




Except as otherwise specified as contemplated by Section 301 with
respect to any Securities, interest, if any, on the Securities of each series
shall be computed on the basis of a 360-day year of twelve 30-day months. 




 




SECTION 312.                                      Currency and Manner of Payments
in Respect of Securities. 




 




(a)                                  With respect to
Registered Securities of any series not permitting the election provided for in
paragraph (b) below or the Holders of which have not made the election provided
for in paragraph (b) below, and with respect to Bearer Securities of
any series, except as provided in paragraph (d) below, payment of the
principal of (and premium, if any) and interest, if any, on any Registered or
Bearer Security of such series will be made in the Currency in which such
Registered Security or Bearer Security, as the case may be, is payable.  The provisions of this Section 312 may
be modified or superseded with respect to any Securities pursuant to Section 301.





 




(b)                                 It may be
provided pursuant to Section 301 with respect to Registered Securities of
any series that Holders shall have the option, subject to paragraphs (d) and
(e) below, to receive payments of principal of (or premium, if any) or
interest, if any, on such Registered Securities in any of the Currencies which
may be designated for such election by delivering to the Trustee a written
election with signature guarantees and in the applicable form established
pursuant to Section 301, not later than the close of business on the
Election Date immediately preceding the applicable payment date.  If a Holder so elects to receive such
payments in any such Currency, such election will remain in effect for such
Holder or any transferee of such Holder until changed by such Holder or such
transferee by written notice to the Trustee (but any such change must be made
not later than the close of business on the Election Date immediately preceding
the next payment date to be effective for the payment to be made on such
payment date and no such change of election may be made with respect to
payments to be made on any Registered Security of such series with respect to
which an Event of Default has occurred or with respect to which the Company has
deposited funds pursuant to Article Four or Fourteen or with respect to
which a notice of redemption has been given by the Company or a notice of
option to elect repayment has been sent by such Holder or such transferee).  In the event any Holder makes any such
election pursuant to the preceding sentence, such election will not be
effective on any transferee of such Holder and such transferee shall be paid in
the Currency indicated pursuant to paragraph (a) above unless such
transferee makes an election pursuant to the preceding sentence; provided, however, that such election, if in effect at the time
funds are deposited with respect to the Securities of such series as described
in Section 401(a)(2), will be effective on any transferee of such Holder
unless otherwise specified pursuant to Section 301 for the Securities of
such series.  Any Holder of any such
Registered Security who shall not have delivered any such election to the
Trustee not later than the close of business on the applicable Election Date
will be paid the amount due on the applicable payment date in the relevant
Currency as provided in Section 312(a). 
In no case may a Holder of Securities of any series elect to receive
payments in any Currency as described in this Section 312(b) following
a deposit of funds with respect to the Securities of such series as described
in Section 401(a)(2).  The Trustee
shall notify the Exchange Rate Agent as soon as practicable after the Election
Date 




 


40

















 




of the aggregate principal
amount of Registered Securities for which Holders have made such written
election. 




 




(c)                                  Unless
otherwise specified pursuant to Section 301, if the election referred to
in paragraph (b) above has been provided for pursuant to Section 301,
then, unless otherwise specified pursuant to Section 301, not later than
the fourth Business Day after the Election Date for each payment date for
Registered Securities of any series, the Exchange Rate Agent will deliver to
the Company a written notice specifying, in the Currency in which Registered
Securities of such series are payable, the respective aggregate amounts of
principal of (and premium, if any) and interest, if any, on the Registered
Securities to be paid on such payment date, specifying the amounts in such
Currency so payable in respect of the Registered Securities as to which the
Holders of Registered Securities of such series shall have elected to be paid
in another Currency as provided in paragraph (b) above.  If the election referred to in
paragraph (b) above has been provided for pursuant to Section 301
and if at least one Holder has made such election, then, unless otherwise
specified pursuant to Section 301, on the second Business Day preceding
such payment date the Company will deliver to the Trustee for such series of
Registered Securities an Exchange Rate Officer’s Certificate in respect of the
Dollar or Foreign Currency payments to be made on such payment date.  Unless otherwise specified pursuant to Section 301,
the Dollar or Foreign Currency amount receivable by Holders of Registered
Securities who have elected payment in a Currency as provided in
paragraph (b) above shall be determined by the Company on the basis
of the applicable Market Exchange Rate in effect on the third Business Day (the
“Valuation Date”) immediately preceding each payment date,
and such determination shall be conclusive and binding for all purposes, absent
manifest error. 




 




(d)                                 If a Conversion
Event occurs with respect to a Foreign Currency in which any of the Securities
are denominated or payable other than pursuant to an election provided for
pursuant to paragraph (b) above, then with respect to each date for
the payment of principal of (and premium, if any) and interest, if any, on the
applicable Securities denominated or payable in such Foreign Currency occurring
after the last date on which such Foreign Currency was used (the “Conversion
Date”), the Dollar shall be the Currency of payment for use on each such
payment date.  Unless otherwise specified
pursuant to Section 301, the Dollar amount to be paid by the Company to
the Trustee and by the Trustee or any Paying Agent to the Holders of such
Securities with respect to such payment date shall be, in the case of a Foreign
Currency other than a Currency unit, the Dollar Equivalent of the Foreign
Currency or, in the case of a Currency unit, the Dollar Equivalent of the
Currency Unit, in each case as determined by the Exchange Rate Agent in the
manner provided in paragraph (f) or (g) below. 




 




(e)                                  Unless
otherwise specified pursuant to Section 301, if the Holder of a Registered
Security denominated in any Currency shall have elected to be paid in another
Currency as provided in paragraph (b) above, and a Conversion Event occurs
with respect to such elected Currency, such Holder shall receive payment in the
Currency in which payment would have been made in the absence of such election;
and if a Conversion Event occurs with respect to the Currency in which payment
would have been made in the absence of such election, such Holder shall receive
payment in Dollars as provided in paragraph (d) above. 




 




(f)                                    The “Dollar
Equivalent of the Foreign Currency” shall be determined by the
Exchange Rate Agent and shall be obtained for each subsequent payment date
after the 




 


41

















 




Conversion Date by
converting the specified Foreign Currency into Dollars at the Market Exchange
Rate on the Conversion Date. 




 




(g)                                 The “Dollar
Equivalent of the Currency Unit” shall be determined by the
Exchange Rate Agent and subject to the provisions of paragraph (h) below
shall be the sum of each amount obtained by converting the Specified Amount of
each Component Currency into Dollars at the Market Exchange Rate for such
Component Currency on the Valuation Date with respect to each payment. 




 




(h)                                 For purposes of
this Section 312 the following terms shall have the following meanings: 




 




A “Component Currency” shall mean any Currency
which, on the Conversion Date, was a component Currency of the relevant
Currency unit, including, but not limited to, the Euro. 




 




A “Specified Amount” of a Component Currency
shall mean the number of units of such Component Currency or fractions thereof
which were represented in the relevant Currency unit, including, but not
limited to, the Euro, on the Conversion Date. 
If after the Conversion Date the official unit of any Component Currency
is altered by way of combination or subdivision, the Specified Amount of such
Component Currency shall be divided or multiplied in the same proportion.  If after the Conversion Date two or more
Component Currencies are consolidated into a single Currency, the respective
Specified Amounts of such Component Currencies shall be replaced by an amount
in such single Currency equal to the sum of the respective Specified Amounts of
such consolidated Component Currencies expressed in such single Currency, and
such amount shall thereafter be a Specified Amount and such single Currency
shall thereafter be a Component Currency. 
If after the Conversion Date any Component Currency shall be divided
into two or more currencies, the Specified Amount of such Component Currency
shall be replaced by amounts of such two or more currencies, having an
aggregate Dollar Equivalent value at the Market Exchange Rate on the date of
such replacement equal to the Dollar Equivalent value of the Specified Amount
of such former Component Currency at the Market Exchange Rate immediately
before such division and such amounts shall thereafter be Specified Amounts and
such currencies shall thereafter be Component Currencies.  If, after the Conversion Date of the relevant
Currency unit, including, but not limited to, the Euro, a Conversion Event
(other than any event referred to above in this definition of “Specified Amount”)
occurs with respect to any Component Currency of such Currency unit and is
continuing on the applicable Valuation Date, the Specified Amount of such
Component Currency shall, for purposes of calculating the Dollar Equivalent of
the Currency Unit, be converted into Dollars at the Market Exchange Rate in
effect on the Conversion Date of such Component Currency. 




 




“Election Date” shall mean the date for any
series of Registered Securities as specified pursuant to clause (15) of Section
301(b) by which the written election referred to in paragraph (b) above
may be made. 




 




(i)                                     All decisions
and determinations of the Exchange Rate Agent regarding the Dollar Equivalent
of the Foreign Currency, the Dollar Equivalent of the Currency Unit, the 




 


42

















 




Market Exchange Rate and
changes in the Specified Amounts as specified above shall be in its sole
discretion and shall, in the absence of manifest error, be conclusive for all
purposes and irrevocably binding upon the Company, the Trustee and all Holders
of such Securities denominated or payable in the relevant Currency.  The Exchange Rate Agent shall promptly give
written notice to the Company and the Trustee of any such decision or
determination. 




 




(j)                                     In the event
that the Company determines in good faith that a Conversion Event has occurred
with respect to a Foreign Currency, the Company will immediately give written
notice thereof to the Trustee and to the Exchange Rate Agent (and the Trustee
will promptly thereafter give notice in the manner provided for in Section 106
to the affected Holders) specifying the Conversion Date.  In the event the Company so determines that a
Conversion Event has occurred with respect to the Euro or any other Currency
unit in which Securities are denominated or payable, the Company will
immediately give written notice thereof to the Trustee and to the Exchange Rate
Agent (and the Trustee will promptly thereafter give notice in the manner
provided for in Section 106 to the affected Holders) specifying the Conversion
Date and the Specified Amount of each Component Currency on the Conversion
Date.  In the event the Company
determines in good faith that any subsequent change in any Component Currency
as set forth in the definition of Specified Amount above has occurred, the
Company will similarly give written notice to the Trustee and the Exchange Rate
Agent. 




 




(k)                                  The Trustee
shall be fully justified and protected in relying and acting upon information
received by it from the Company and the Exchange Rate Agent and shall not
otherwise have any duty or obligation to determine the accuracy or validity of
such information independent of the Company or the Exchange Rate Agent. 




 




SECTION 313.                                      Appointment and Resignation of Successor
Exchange Rate Agent.





 




(a)                                  Unless
otherwise specified pursuant to Section 301, if and so long as the
Securities of any series (i) are denominated in a Currency other than
Dollars or (ii) may be payable in a Currency other than Dollars, or so
long as it is required under any other provision of this Indenture, then the
Company will maintain with respect to each such series of Securities, or as so
required, at least one Exchange Rate Agent. 
The Company will cause the Exchange Rate Agent to make the necessary
foreign exchange determinations at the time and in the manner specified
pursuant to Section 301 for the purpose of determining the applicable rate
of exchange and, if applicable, for the purpose of converting the issued
Currency into the applicable payment Currency for the payment of principal (and
premium, if any) and interest, if any, pursuant to Section 312. 




 




(b)                                 No resignation
of the Exchange Rate Agent and no appointment of a successor Exchange Rate
Agent pursuant to this Section shall become effective until the acceptance
of appointment by the successor Exchange Rate Agent as evidenced by a written
instrument delivered to the Company and the Trustee accepting such appointment
executed by the successor Exchange Rate Agent. 




 




(c)                                  If the Exchange
Rate Agent shall resign, be removed or become incapable of acting, or if a
vacancy shall occur in the office of the Exchange Rate Agent for any cause with
respect to the Securities of one or more series, the Company, by or pursuant to
a Board Resolution, shall promptly appoint a successor Exchange Rate Agent or
Exchange Rate Agents 




 


43

















 




with respect to the
Securities of that or those series (it being understood that any such successor
Exchange Rate Agent may be appointed with respect to the Securities of one or
more or all of such series and that, unless otherwise specified pursuant to Section
301, at any time there shall only be one Exchange Rate Agent with respect to
the Securities of any particular series that are originally issued by the
Company on the same date and that are initially denominated and/or payable in
the same Currency). 




 




SECTION 314.                                      CUSIP Numbers. 




 




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




 




ARTICLE FOUR 




 




SATISFACTION AND DISCHARGE 




 




SECTION 401.                                      Satisfaction and Discharge of
Indenture. 




 




(a)                                  This Indenture
shall upon Company Request cease to be of further effect with respect to any
series of Securities specified in such Company Request (except as to any
surviving rights of registration of transfer or exchange of Securities of such
series expressly provided for herein or pursuant hereto and any right to
receive Additional Amounts as contemplated by Section 1005) and the Trustee, at
the expense of the Company, shall execute proper instruments acknowledging
satisfaction and discharge of this Indenture as to such series when 




 




(1)                                                                                  either 




 




(A)                              all Securities of such series theretofore
authenticated and delivered and all coupons, if any, appertaining thereto
(other than (i) coupons appertaining to Bearer Securities surrendered for
exchange for Registered Securities and maturing after such exchange, whose
surrender is not required or has been waived as provided in Section 305, (ii) Securities
and coupons of such series which have been destroyed, lost or stolen and which
have been replaced or paid as provided in Section 306, (iii) coupons
appertaining to Securities called for redemption and maturing after the
relevant Redemption Date, whose surrender has been waived as provided in Section
1106, and (iv) Securities and coupons of such series for whose payment
money has theretofore been deposited in trust with the Trustee or any Paying
Agent or segregated and held in trust by the Company and thereafter repaid to
the Company, as provided in Section 1003) have been delivered to the
Trustee for cancellation; or 




 


44

















 




(B)                                all Securities of such series and, in the
case of (i) or (ii) below, any coupons appertaining thereto not
theretofore delivered to the Trustee for cancellation 




 




(i)                                     have become due and payable, or 




 




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




 




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




 




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




 




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




 




(3)          the Company has delivered to
the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating
that all conditions precedent herein provided for relating to the satisfaction
and discharge of this Indenture as to such series have been complied with. 




 




(b)                                 Notwithstanding
the satisfaction and discharge of this Indenture, the obligations of the
Company to the Trustee under Section 605, the obligations of the Trustee
to any Authenticating Agent under Section 611 and, if money shall have
been deposited with the Trustee pursuant to subclause (B) of
clause (1) of this Section, the obligations of the Trustee under Section
402 and the last paragraph of Section 1003 shall survive. 




 




SECTION 402.                                      Application of Trust Money. 




 




Subject to the provisions of the last paragraph of Section 1003,
all money deposited with the Trustee pursuant to Section 401 shall be held in
trust and applied by it, in accordance with the provisions of the Securities,
the coupons and this Indenture, to the payment, either directly or through any
Paying Agent (including the Company acting as its own Paying Agent) as the
Trustee may determine, to the Persons entitled thereto, of the principal (and
premium, if any) and interest, if any, for whose payment such money has been
deposited with the Trustee; but such money need not be segregated from other
funds except to the extent required by law. 




 


45

















 




ARTICLE FIVE 




 




REMEDIES 




 




SECTION 501.                                      Events of Default. 




 




“Event of Default”,
wherever used herein with respect to Securities of any series, means any one of
the following events (whatever the reason for such Event of Default and whether
it shall be voluntary or involuntary or be effected by operation of law or
pursuant to any judgment, decree or order of any court or any order, rule or
regulation of any administrative or governmental body): 




 




(1)          default in the payment of
any interest due on any Security of that series, or any related coupon, when
such interest or coupon becomes due and payable, and continuance of such default
for a period of 30 consecutive days; or 




 




(2)          default in the payment of
the principal of (or premium, if any, on) any Security of that series at its
Maturity; or 




 




(3)          default in the deposit of
any sinking fund or analogous payment when due by the terms of any Security of
that series and Article Twelve; or 




 




(4)          default in the performance,
or breach, of any covenant or agreement of the Company in this Indenture, and
continuance of such default or breach for a period of 90 consecutive days after
there has been given, by registered or certified mail, to the Company by the
Trustee or to the Company and the Trustee by the Holders of at least 25% in
principal amount of all Outstanding Securities of that series a written notice
specifying such default or breach and requiring it to be remedied and stating
that such notice is a “Notice of Default” hereunder; or 




 




(5)          the entry of a decree or
order by a court having jurisdiction in the premises adjudging the Company a
bankrupt or insolvent, or approving as properly filed a petition seeking
reorganization, arrangement, adjustment or composition of or in respect of the
Company under or subject to the Bankruptcy and Insolvency Act (Canada), the
Companies’ Creditors Arrangement Act (Canada) or other analogous bankruptcy or
insolvency laws in the United States, or the issuance of a sequestration order
or the appointment of a receiver, liquidator, assignee, trustee, sequestrator
(or other similar official) of the Company or 
in receipt of any substantial part of the property of the Company, and
any such decree, order or appointment continues unstayed and in effect for a
period of 90 consecutive days; or 




 




(6)          the institution by the
Company of proceedings to be adjudicated a bankrupt or insolvent, or the
consent by it to the institution of bankruptcy or insolvency proceedings
against it, or the filing by it of a petition or answer or consent seeking
reorganization or relief from creditors in respect of it or its property under
or subject to the Bankruptcy and Insolvency Act (Canada), the Companies’
Creditors Arrangement Act (Canada) or other analogous bankruptcy or insolvency
laws in the United States or the consent by it to the filing of any such
petition or to the appointment of a receiver, liquidator, assignee, trustee,
sequestrator (or other similar official) of the Company or of any substantial
part 




 


46

















 




of its property, or the
making by it of a general assignment for the benefit of creditors, or the
admission by it in writing of its inability to pay its debts generally as they
become due or the taking by it of corporate action in furtherance of any of the
aforesaid purposes; or 




 




(7)          any other Event of Default
provided with respect to Securities of that series. 




 




SECTION 502.                                      Notice of Defaults. 




 




(a)                                  If an Event of
Default with respect to the Securities of any series shall occur and be
continuing, the Trustee shall, within 90 days after the Trustee becomes aware
of the occurrence of such Event of Default, give notice of such Event of
Default to the Holders of that series, and may, notwithstanding that no Default
has occurred with respect to the Securities of any other series, give notice to
the Holders of the Securities of such other series in the manner and to the extent
provided in Trust Indenture Legislation, unless such Default shall have been
cured of waived; provided, however, that, except in the case of a
Default in the payment of the principal of (or premium, if any) or interest, if
any, on any Security of such series or in the payment of any sinking fund
installment with respect to Securities of such series, the Trustee shall be
protected in withholding such notice if and so long as the board of directors,
the executive committee or a trust committee of directors and/or Responsible
Officers of the Trustee in good faith determine that the withholding of such
notice is in the best interest of the Holders of such series and any related
coupons; and provided  further that in the case of any Default of
the character specified in Section 501(4) with respect to Securities
of such series, no such notice to Holders shall be given until at least 30 days
after the expiry of the 90 day period referred to in Section 501(4). 




 




(b)                                 If notice of an
Event of Default has been given to Holders of any series of Securities and such
Event of Default is thereafter remedied or cured prior to the acceleration of
the indebtedness of the Company hereunder pursuant to Section 503, notice that
such Event of Default is no longer continuing with respect to such series shall
be given by the Trustee to the Persons to whom notice of such Event of Default
was given pursuant to this Section, such notice to be given within a reasonable
time, not to exceed 30 days, after the Trustee becomes aware that such Event of
Default has been remedied or cured during such period of time. 




 




SECTION 503.                                      Acceleration of Maturity;
Rescission and Annulment. 




 




(a)                                  If an Event of
Default described in clause (1), (2), (3), (4) or (7) of Section 501
with respect to Securities of any series at the time Outstanding occurs and is
continuing, then in every such case the Trustee, acting on written direction of
Holders of not less than 25% in principal amount of the Outstanding Securities
of that series may declare the principal amount (or, if the Securities of that
series are Original Issue Discount Securities or Indexed Securities, such
portion of the principal amount as may be specified in the terms of that
series) of all of the Securities of that series to be due and payable immediately,
by a notice in writing to the Company (and to the Trustee if given by Holders),
and upon any such declaration such principal amount (or specified portion
thereof) shall become immediately due and payable.  If an Event of Default described in clause (5) or
(6) of Section 501 occurs and is continuing, then in every such case
the Trustee, acting on written direction of Holders of not less than 25% in
principal amount of all the Securities of any series then Outstanding may
declare the principal amount (or, if any such Securities are Original Issue
Discount Securities or Indexed Securities, such portion of the principal amount
as may be specified in the terms of that series) of all of the 




 


47

















 




Outstanding Securities to be
due and payable immediately, by a notice in writing to the Company (and to the
Trustee if given by the Holders) and upon any such declaration such principal
amount (or specified portion thereof) shall become immediately due and payable.





 




(b)                                 The sole remedy
for any breach of the obligations of the Company under this Indenture
(including without limitation under  Section 702)
to file periodic or other reports (including pursuant to section 314(a)(1) of
the TIA) shall, except as provided in the final sentence of this Section 503(b) be
the payment of liquidated damages in the form of additional interest, and
Holders of any series of Securities will not have any right hereunder to
accelerate the maturity of such Securities as a result of any such breach.  If a breach of the obligations under this
Indenture to file periodic or other reports (including pursuant to section
314(a)(1) of the TIA) continues for 90 days after notice thereof is given in
accordance with Section 503(a), the Company will pay additional interest
to all Holders of Securities of a series at a rate per annum to be specified
pursuant to Section 301 for the Securities of such series.  Following the expiration of a time period to
be specified pursuant to Section 301 for the Securities of such series,
such additional interest will cease to accrue, and the Securities will be
subject to acceleration as provided above if the Event of Default is
continuing. 




 




(c)                                  At any time
after such a declaration of acceleration with respect to Securities of any
series (or of all series, as the case may be) has been made and before a
judgment or decree for payment of the money due has been obtained by the
Trustee as hereinafter provided in this Article, the Holders of a majority in
principal amount of the Outstanding Securities of that series (or of all
series, as the case may be), 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 in the Currency in
which the Securities of such series are payable (except as otherwise specified
pursuant to Section 301 for the Securities of such series and except, if
applicable, as provided in Sections 312(b), 312(d) and 312(e)), 




 




(A)                              all overdue interest, if any, on all
Outstanding Securities of that series (or of all series, as the case may be)
and any related coupons, 




 




(B)                                all unpaid principal of (and premium, if
any, on) any Outstanding Securities of that series (or of all series, as the
case may be) which has become due otherwise than by such declaration of
acceleration, and interest on such unpaid principal at the rate or rates
prescribed therefor in such Securities, 




 




(C)                                to the extent that payment of such
interest is lawful, interest upon overdue interest at the rate or rates
prescribed therefor in such Securities, and 




 




(D)                               all sums paid or advanced by the Trustee
hereunder and the reasonable compensation, expenses, disbursements and advances
of the Trustee, its agents and counsel; and 




 




(2)                                  all Events of
Default with respect to Securities of that series (or of all series, as the
case may be), other than the non-payment of amounts of principal of (or
premium, if any, on) or interest on Securities of that series (or of all
series, as the case 




 


48
















 




may be) which have become due solely by such declaration of
acceleration, have been cured or waived as provided in Section 514. 




 




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




 




SECTION 504.                                      Collection of Debt and Suits for
Enforcement by Trustee. 




 




(a)                                  The Company
covenants that if 




 




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




 




(2)                                  default is made
in the payment of the principal of (or premium, if any, on) any Security at the
Maturity thereof, 




 




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




 




(b)                                 If the Company
fails to pay such amounts forthwith upon such demand, the Trustee, upon receipt
of a notice in writing to the Trustee by the Holders of not less than 25% in
principal amount of the Outstanding Securities of that series and upon being
sufficiently indemnified to its reasonable satisfaction against all costs,
expenses and liabilities to be incurred, may, in its name as Trustee hereunder
institute a judicial proceeding for the collection of the sums so due and
unpaid, may prosecute such proceeding to judgment or final decree and may
enforce the same against the Company or any other obligor upon such Securities
and collect the moneys adjudged or decreed to be payable in the manner provided
by law out of the property of the Company or any other obligor upon such
Securities, wherever situated. 




 




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




 


49

















 




SECTION 505.                                      Trustee May File Proofs of
Claim. 




 




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




 




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




 




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




 




and any custodian,
receiver, assignee, trustee, liquidator, sequestrator or other similar official
in any such judicial proceeding is hereby authorized by each Holder to make
such payments to the Trustee and, in the event that the Trustee shall consent
to the making of such payments directly to the Holders, to pay to the Trustee
any amount due to it for the reasonable compensation, expenses, disbursements
and advances of the Trustee, its agents and counsel, and any other amounts due
the Trustee under Section 605. 




 




(b)                                 Nothing herein contained shall be deemed to authorize the Trustee to
authorize or consent to or accept or adopt on behalf of
any Holder any plan of reorganization, arrangement, adjustment or composition
affecting the Securities or the rights of any Holder thereof or to authorize
the Trustee to vote in respect of the claim of any Holder in any such
proceeding except as aforesaid, for the electing of a trustee in bankruptcy or
other person performing similar functions. 




 




SECTION 506.                                      Trustee May Enforce Claims
Without Possession of Securities. 




 




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




 


50

















 




SECTION 507.                                      Application of Money Collected. 




 




Any money collected by the Trustee pursuant to this Article with
respect to the 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 money on
account of principal (or premium, if any) or interest, if any, upon
presentation of the Securities or coupons, or both, as the case may be, and the
notation thereon of the payment if only partially paid and upon surrender
thereof if fully paid: 




 




First:  To the
payment of all amounts due the Trustee under Section 605; 




 




Second:  To the
payment of the amounts then due and unpaid for principal of (and premium, if
any) and interest, if any, on the Securities and coupons 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 and coupons for principal (and premium, if any) and interest,
if any, respectively; and 




 




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




 




SECTION 508.                                      Limitation on Suits. 




 




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





 




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




 




(2)          the Holders of not less than
25% in principal amount of the Outstanding Securities of that series in the
case of any Event of Default described in clause (1), (2), (3), (4) or
(7) of Section 501, or, in the case of any Event of Default described
in clause (5) or (6) of Section 501, the Holders of not
less than 25% in principal amount of all Outstanding Securities, shall have
made written request to the Trustee to institute proceedings in respect of such
Event of Default in its own name as Trustee hereunder; 




 




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




 




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




 




(5)          no direction inconsistent
with such written request has been given to the Trustee during such 60-day
period by the Holders of a majority or more in principal amount of the
Outstanding Securities of that series in the case of any Event of Default
described in clause (1), (2), (3), (4) or (7) of Section 501,
or, in the case of any Event of Default described in clause (5) or (6) of
Section 501, by the Holders of a majority or more in principal amount of
all Outstanding Securities; 




 


51

















 




it being understood and
intended that no one or more of such Holders shall have any right in any manner
whatever by virtue of, or by availing of, any provision of this Indenture to
affect, disturb or prejudice the rights of any other Holders of Securities of
the same series, in the case of any Event of Default described in
clause (1), (2), (3), (4) or (7) of Section 501, or of
Holders of all Securities in the case of any Event of Default described in
clause (5) or (6) of Section 501, or to obtain or to seek
to obtain priority or preference over any other of such Holders or to enforce
any right under this Indenture, except in the manner herein provided and for
the equal and ratable benefit of all Holders of Securities of the same series,
in the case of any Event of Default described in clause (1), (2), (3), (4) or
(7) of Section 501, or of Holders of all Securities in the case of
any Event of Default described in clause (5) or (6) of Section 501.





 




SECTION 509.                                      Unconditional Right of Holders to
Receive Principal, Premium and Interest. 




 




Notwithstanding any other provision in this Indenture,
the Holder of any Security shall have the right, which is absolute and
unconditional, to receive payment, as provided herein (including, if
applicable, Article Fourteen) and in such Security, of the principal of
(and premium, if any) and (subject to Section 307) interest, if any, on
such Security or payment of such coupon on the respective Stated Maturities
expressed in such Security or coupon (or, in the case of redemption or
repayment, on the Redemption Date or Repayment Date, as the case may be) and to
institute suit for the enforcement of any such payment, and such rights shall
not be impaired without the consent of such Holder. 




 




SECTION 510.                                      Restoration of Rights and
Remedies. 




 




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




 




SECTION 511.                                      Rights and Remedies Cumulative. 




 




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




 




SECTION 512.                                      Delay or Omission Not Waiver. 




 




No delay or omission of the Trustee or of any Holder
of any Security of any series or coupon to exercise any right or remedy
accruing upon any Event of Default with respect to the Securities of such
series shall impair any such right or remedy or constitute a waiver of any such





 


52

















 




Event of Default or an
acquiescence therein.  Every right and
remedy given by this Indenture or by law to the Trustee or to the Holders may
be exercised from time to time, and as often as may be deemed expedient, by the
Trustee or by the Holders, as the case may be. 




 




SECTION 513.                                      Control by Holders. 




 




With respect to the Securities of any series, the
Holders of not less than a majority in principal amount of the Outstanding
Securities of such series shall have the right to direct the time, method and
place of conducting any proceeding for any remedy available to the Trustee, or
exercising any trust or power conferred on the Trustee, relating to or arising
under clause (1), (2), (3), (4) or (7) of Section 501, and,
with respect to all Securities, the Holders of not less than a majority in
principal amount of all Outstanding Securities 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, not relating to or arising under clause (1), (2), (3), (4) or
(7) of Section 501, provided that in each case 




 




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




 




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




 




(3)          the Trustee need not take
any action which might involve it in personal liability or be unjustly
prejudicial to the Holders of Securities of such series not taking part in such
direction. 




 




SECTION 514.                                      Waiver of Past Defaults. 




 




(a)                                  Subject to Section 503,
the Holders of not less than a majority in principal amount of the Outstanding
Securities of any series may on behalf of the Holders of all the Securities of
such series waive any past default described in clause (1), (2), (3), (4) or
(7) of Section 501 (or, in the case of a default described in
clause (5) or (6) of Section 501, the Holders of not less
than a majority in principal amount of all Outstanding Securities may waive any
such past default), and its consequences, except a default 




 




(1)                                  in respect of
the payment of the principal of (or premium, if any) or interest, if any, on
any Security or any related coupon, or 




 




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




 




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




 


53

















 




SECTION 515.                                      Waiver of Stay or Extension Laws.





 




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




 




ARTICLE SIX 




 




THE TRUSTEE 




 




SECTION 601.                                      Certain Duties, Rights and Responsibilities of Trustee. 




 




(a)                                  The Trustee
shall undertake to perform 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. 




 




(b)                                 In the exercise
of the rights, powers, and duties prescribed or conferred by the terms
hereunder, the Trustee shall honestly and in good faith with a view to the best
interests of the Holders and exercise that degree of care, diligence and skill
of a reasonably prudent trustee acting in such capacity. 




 




(c)                                  In the absence
of bad faith on the part of the Trustee, the Trustee may conclusively rely and
act, 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. 




 




(d)                                 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: 




 




(i)                                     this subsection shall not be construed to
limit the effect of Sections 601(a), (b) or (c); 




 




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




 




(iii)                               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 at the time Outstanding relating to the time, method and place of
conducting any 




 


54

















 




proceeding for any remedy available to the Trustee, or
exercising any trust or power conferred upon the Trustee under this Indenture;
and 




 




(iv)                              no provision contained in this Indenture
shall require the Trustee to expend or risk its own funds or otherwise incur
any financial liability in the performance of any of its duties 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. 




 




(e)                                  No provision of
this Indenture shall be construed to relieve the Trustee from its duties,
except to the extent permitted by Trust Indenture Legislation and provided
that: 




 




(i)                                     any request or direction of the Company
mentioned herein shall be sufficiently evidenced by a Company Request or
Company Order and any resolution of the Board of Directors may be sufficiently
evidenced by a Board Resolution; 




 




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




 




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




 




(iv)                              subject to section 601(c), the Trustee
shall not be bound to make any investigation into the facts or matters stated
in any resolution, certificate, statement, instrument, opinion, report, notice,
request, direction, consent, order, bond, debenture, note, other evidence of
indebtedness or other paper or document, but the Trustee, in its discretion,
may make such further inquiry or investigation into such facts or matters as it
may see fit, and, if the Trustee shall determine to make such further inquiry
or investigation, it shall be entitled to examine the books, records and
premises of the Company, personally or by agent or attorney; 




 




(v)                                 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; 




 




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




 




(vii)                           the Trustee will disburse monies according to this
Indenture only to the extent that monies have been deposited with it; and 




 


55

















 




(viii)                        in the event that Bearer Securities are issued, the
Trustee, upon the occurrence or at any time during the continuance of any act,
action or proceeding, may require the Holders at whose instance it is acting to
deposit with it Bearer Securities held by them, for which the Trustee shall
issue receipts. 




 




(f)                                    Whether or not
therein and expressly so provided, except to the extent expressly provided
herein to the contrary, every provision of this Indenture relating to the
conduct or effecting the liability or affording protection to the Trustee shall
be subject to the provisions of this Section 601. 




 




SECTION 602.                                      Trustee Not Responsible for
Recitals or Issuance of Securities. 




 




The recitals contained herein and in the Securities,
except for the Trustee’s certificates of authentication, and in any coupons
shall be taken as the statements of the Company, and neither the Trustee nor
any Authenticating Agent assumes any responsibility for their correctness.  The Trustee makes no representations as to
the validity or sufficiency of this Indenture or of the Securities or coupons,
except that the Trustee represents that it is duly authorized to execute and
deliver this Indenture, authenticate the Securities and perform its obligations
hereunder.  Neither the Trustee nor any
Authenticating Agent shall be accountable for the use or application by the
Company of Securities or the proceeds thereof. 




 




SECTION 603.                                      May Hold Securities. 




 




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




 




SECTION 604.                                      Money Held in Trust. 




 




Money held by the Trustee in trust hereunder need not
be segregated from other funds except to the extent required by law.  The Trustee shall be under no liability for
interest on any money received by it hereunder except as otherwise agreed with
the Company. 




 




SECTION 605.                                      Compensation and Reimbursement. 




 




(a)                                  The Company
agrees, both before any default hereunder and thereafter until all the duties
of the Trustee shall be firmly and fully performed, except any such expense,
disbursement, or advance as may arise from its negligence or willful default: 




 




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




 




(2)                                  except as
otherwise expressly provided herein, to reimburse the Trustee upon its request
for all reasonable expenses, disbursements and advances incurred or made by the
Trustee in accordance with any provision of this Indenture (including the
reasonable 




 


56

















 




compensation and the expenses and disbursements of its agents and
counsel and the reasonable expenses related to the calling of any meeting of
Holders by the Company), except any such expense, disbursement or advance as
may be attributable to its negligence or bad faith; and 




 




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




 




(b)                                 The obligations
of the Company under this Section to compensate the Trustee, to pay or
reimburse the Trustee for expenses, disbursements and advances and to indemnify
and hold harmless the Trustee shall constitute additional indebtedness
hereunder and shall survive the satisfaction and discharge of this
Indenture.  As security for the
performance of such obligations of the Company, the Trustee shall have a claim
prior to the Securities upon all property and funds held or collected by the
Trustee as such, except funds held in trust for the payment of principal of (or
premium, if any) or interest, if any, on particular Securities or any coupons. 




 




(c)                                  When the
Trustee incurs expenses or renders services in connection with an Event of
Default specified in Section 501(5) or (6), the expenses (including
reasonable charges and expense of its counsel) of and the compensation for such
services are intended to constitute expenses of administration under any
applicable U.S. or Canadian federal, state or provincial bankruptcy, insolvency
or other similar law. 




 




(d)                                 The provisions
of this Section shall survive the termination of this Indenture.  Any amount due under this Section 605
and unpaid 30 days after request for such payment shall bear interest at the
then current rate for overdue amounts charged by the Trustee. 




 




(e)                                  The
remuneration of the Trustee hereunder shall continue to be payable until the
trusts hereof shall be finally wound up, whether or not the trusts of this
Indenture shall be in course of administration by or under the direction of any
court. 




 




SECTION 606.                                      Conflict of Interest. 




 




(a)                                  The Trustee
represents to the Company that at the time of the execution and delivery hereof
no material conflict of interest exists between the Trustee’s role as a
fiduciary hereunder and the Trustee’s role in any other capacity and agrees
that in the event of a material conflict of interest arising hereafter it will,
within 90 days after becoming aware that a material conflict of interest
exists, either eliminate the same or resign its trust hereunder. 




 




(b)                                 If,
notwithstanding Section 606(a), the Trustee has a material conflict of
interest, the validity and enforceability of this Indenture, of the Security
Interest (if any) constituted by or under this Indenture and of the Securities
of any series issued hereunder shall not be affected in any manner whatsoever
by reason only of the existence of such material conflict of interest. 




 


57

















 




(c)                                  If the Trustee
contravenes Section 606(a), the Company or the Holders of not less than
25% in aggregate principal amount of the Securities of any series affected
thereby may apply to the Ontario Court (General Division) or U.S. federal or
New York State court for an order that the Trustee be replaced, and such court
may make an order on such terms as it thinks fit. 




 




SECTION 607.                                      Corporate Trustee Required;
Eligibility. 




 




For as long as required
by Trust Indenture Legislation, there shall be at all times a Trustee hereunder
with respect to the Securities of each series which may be the Trustee
hereunder for Securities of one or more series. 
Each Trustee shall be a Person which shall be eligible to act as Trustee
under Trust Indenture Legislation and shall have a combined capital and surplus
of at least $35,000,000.  For so long as
required by the Trust Indenture Legislation, there shall be a Canadian Trustee
under this Indenture.  The Canadian
Trustee shall at all times be a corporation organized under the laws of Canada
or province thereof and authorized under such laws and the laws of the Province
of Ontario to carry on trust business therein and be subject to supervision or
examination pursuant to the Trust Companies Act (Canada) or the Canada Deposit
Insurance Corporation Act.  If at any
time the Trustee with respect to the Securities of any series shall cease to be
eligible in accordance with the provisions of this Section, it shall resign
immediately in the manner and with the effect hereinafter specified in this
Article. 




 




SECTION 608.                                      Resignation and Removal;
Appointment of Successor. 




 




(a)                                  No resignation
or removal of the Trustee and no appointment of a successor Trustee pursuant to
this Article shall become effective until the acceptance of appointment by
the successor Trustee in accordance with the applicable requirements of Section 609.





 




(b)                                 The Trustee may
resign at any time with respect to the Securities of one or more series by
giving written notice thereof to the Company upon three months notice or such
shorter period as agreed to by the Company. 
If the instrument of acceptance by a successor Trustee required by Section 609
shall not have been delivered to the Trustee within 30 days after the giving of
such notice of resignation, the resigning Trustee may petition any court of
competent jurisdiction for the appointment of a successor Trustee with respect
to the Securities of such series. 




 




(c)                                  The Trustee may
be removed at any time with respect to the Securities of any series by Act of
the Holders of not less than a majority in principal amount of the Outstanding
Securities of such series, delivered to the Trustee and to the Company. 




 




(d)                                 If at any time:





 




(1)                                  the Trustee shall fail to comply with the
provisions of Trust Indenture Legislation or Section 606 after written
request therefor by the Company or by any Holder who has been a bona fide
Holder of a Security for at least six months, or 




 




(2)                                  the Trustee shall cease to be eligible
under Section 607 and shall fail to resign after written request therefor
by the Company or by any Holder who has been a bona fide Holder of a Security
for at least six months, or 




 


58
















 




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




 




then, in any such
case, (i) the Company, by a Board Resolution, may remove the Trustee with
respect to all Securities, or (ii) subject to Trust Indenture Legislation,
any Holder who has been a bona fide Holder of a Security for at least six
months may, on behalf of himself and all others similarly situated, petition
any court of competent jurisdiction for the removal of the Trustee with respect
to all Securities and the appointment of a successor Trustee or Trustees. 




 




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




 




(f)            The Company shall
give notice of each resignation and each removal of the Trustee with respect to
the Securities of any series and each appointment of a successor Trustee with
respect to the Securities of any series to the Holders of Securities of such
series in the manner provided for in Section 106.  Each notice shall include the name of the
successor Trustee with respect to the Securities of such series and the address
of its Corporate Trust Office. 




 




SECTION 609.             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 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 all amounts due
to it under Section 605, 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. 




 


59

















 




(b)           In case of the
appointment hereunder of a successor Trustee with respect to the Securities of
one or more (but not all) series, the Company, the retiring Trustee and each
successor Trustee with respect to the Securities of one or more series shall
execute and deliver an indenture supplemental hereto wherein each successor
Trustee shall accept such appointment and which (1) shall contain such
provisions as shall be necessary or desirable to transfer and confirm to, and
to vest in, each successor Trustee all the rights, powers, trusts and duties of
the retiring Trustee with respect to the Securities of that or those series to
which the appointment of such successor Trustee relates, (2) if the
retiring Trustee is not retiring with respect to all Securities, shall contain
such provisions as shall be deemed necessary or desirable to confirm that all
the rights, powers, trusts and duties of the retiring Trustee with respect to
the Securities of that or those series as to which the retiring Trustee is not
retiring shall continue to be vested in the retiring Trustee, and (3) shall
add to or change any of the provisions of this Indenture as shall be necessary
to provide for or facilitate the administration of the trusts hereunder by more
than one Trustee, it being understood that nothing herein or in such
supplemental indenture shall constitute such Trustees co-trustees of the same
trust and that each such Trustee shall be trustee of a trust or trusts
hereunder separate and apart from any trust or trusts hereunder administered by
any other such Trustee; and upon the execution and delivery of such
supplemental indenture the resignation or removal of the retiring Trustee shall
become effective to the extent provided therein and each such successor
Trustee, without any further act, deed or conveyance, shall become vested with
all the rights, powers, trusts and duties of the retiring Trustee with respect
to the Securities of that or those series to which the appointment of such
successor Trustee relates; but, on request of the Company or any successor
Trustee, such retiring Trustee shall upon payment of all amounts due to it
under Section 605 duly assign, transfer and deliver to such successor
Trustee all property and money held by such retiring Trustee hereunder with
respect to the Securities of that or those series to which the appointment of
such successor Trustee relates.  Whenever
there is a successor Trustee with respect to one or more (but less than all)
series of securities issued pursuant to this Indenture, the terms “Indenture”
and “Securities” shall have the meanings specified in the provisos to the
respective definitions of those terms in Section 101 which contemplate
such situation. 




 




(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 rights, powers and trusts referred to in paragraph (a) or (b) of
this Section, as the case may be. 




 




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




 




SECTION 610.             Merger, Conversion, Consolidation
or Succession to Business. 




 




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




 


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the Authenticating
Agent then in office, any successor by merger, conversion or consolidation to
such authenticating Trustee or any successor Authentication Agent, as the case
may be, may adopt such authentication and deliver the Securities so authenticated
with the same effect as if such successor Trustee or successor Authenticating
Agent, as the case may be, had itself authenticated such Securities.  In case any of the Securities shall not have
been authenticated by such predecessor Trustee, any successor Trustee or any
successor Authenticating Agent, as the case may be, may authenticate such
Securities either in the name of any predecessor hereunder or in the name of
the successor Trustee.  In all such cases
such certificates shall have the full force and effect which this Indenture
provides for the certificate of authentication of the Trustee or the
Authenticating Agent; provided, however, that the right to adopt
the certificate of authentication of any predecessor Trustee or to authenticate
Securities in the name of any predecessor Trustee shall apply only to its
successor or successors by merger, conversion or consolidation. 




 




SECTION 611.             Appointment of Authenticating
Agent. 




 




(a)           At any time when any
of the Securities remain Outstanding, the Trustee may appoint an Authenticating
Agent or Agents with respect to one or more series of Securities which shall be
authorized to act on behalf of the Trustee to authenticate Securities of such
series and the Trustee shall give written notice of such appointment to all
Holders of Securities of the series with respect to which such Authenticating
Agent will serve, in the manner provided for in Section 106.  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.  Any such appointment shall be evidenced by an
instrument in writing signed by a Responsible Officer of the Trustee, and a
copy of such instrument shall be promptly furnished to the Company.  Wherever reference is made in this Indenture
to the authentication and delivery of Securities by the Trustee or the Trustee’s
certificate of authentication, such reference shall be deemed to include
authentication and delivery on behalf of the Trustee by an Authenticating Agent
and a certificate of authentication executed on behalf of the Trustee by an
Authenticating Agent.  Each
Authenticating Agent shall be acceptable to the Company and shall at all times
be a corporation organized and doing business under the laws of the United
States of America, any state thereof or the District of Columbia or the laws of
Canada or any province thereof, authorized under such laws to act as
Authenticating Agent, having a combined capital and surplus of not less than
$35,000,000 and subject to supervision or examination by U.S. federal or state
or Canadian federal or provincial authority. 
If such corporation publishes reports of condition at least annually,
pursuant to law or to the requirements of said supervising or examining
authority, then for the purposes of this Section, the combined capital and
surplus of such corporation shall be deemed to be its combined capital and
surplus as set forth in its most recent report of condition so published.  If at any time an Authenticating Agent shall
cease to be eligible in accordance with the provisions of this Section, it
shall resign immediately in the manner and with the effect specified in this
Section. 




 




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




 


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(c)           An Authenticating
Agent may resign at any time by giving written notice thereof to the Trustee
and to the Company.  The Trustee may at
any time terminate the agency of an Authenticating Agent by giving written
notice thereof to such Authenticating Agent and to the Company.  Upon receiving such a notice of resignation
or upon such a termination, or in case at any time such Authenticating Agent
shall cease to be eligible in accordance with the provisions of this Section,
the Trustee may appoint a successor Authenticating Agent which shall be
acceptable to the Company and shall give written notice of such appointment to
all Holders of Securities of the series with respect to which such
Authenticating Agent will serve, in the manner provided for in Section 106.  Any successor Authenticating Agent upon
acceptance of its appointment hereunder shall become vested with all the
rights, powers and duties of its predecessor hereunder, with like effect as if
originally named as an Authenticating Agent. 
No successor Authenticating Agent shall be appointed unless eligible
under the provisions of this Section. 




 




(d)           The Trustee agrees
to pay to each Authenticating Agent from time to time reasonable compensation
for its services under this Section, and the Trustee shall be entitled to be
reimbursed for such payments, subject to the provisions of Section 605. 




 




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




 




Dated:                   





 




This is one of the
Securities of the series designated, and issued under the Indenture described
herein. 




 




[                           ], 






as Trustee 




 




	
   

  	
  By

  	
   

  
	
   

  	
   

  	
  as
  Authenticating Agent

  
	
   

  	
   

  	
   

  
	
   

  	
  By

  	
   

  
	
   

  	
   

  	
  Authorized Officer 

  





 




SECTION 612.             Acceptance of Trust. 




 




The Trustee hereby
accepts the trusts in this Indenture declared and provided for and agrees to
perform the same upon the terms and conditions set forth in this Indenture and
in trust for the Holders from time to time, subject to the terms and conditions
of this Indenture. 




 




SECTION 613.             Trustee Not Required to Give
Security. 




 




The Trustee shall not be
required to give any bond or security in respect of the execution of the trusts
and powers of this Indenture or otherwise in respect of this Indenture. 




 


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SECTION 614.             Trustee Not Required to Possess
Securities. 




 




All rights of action
under this Indenture may be enforced by the Trustee without the possession of
any of the Securities or the production thereof on any trial or other
proceedings relative thereto. 




 




SECTION 615.             Protection of Trustee. 




 




(a)           The Trustee shall
not incur any liability or responsibility whatsoever or in any way be
responsible for the consequence of any breach on the part of the Company of any
of the covenants contained in this Indenture or in any Securities or of any
acts of the agents or employees of the Company. 




 




(b)           Neither the Trustee
nor any affiliate of the Trustee shall be appointed a receiver or receiver and
manager or liquidator of all or any part of the assets or undertaking of the
Company. 




 




(c)           Nothing in this
Indenture shall impose on the Trustee any obligation to see to, or to require
evidence of, the registration or filing (or renewal thereof) of this Indenture
or any instrument ancillary or supplemental to this Indenture in any
jurisdiction. 




 




(d)           The Trustee shall
incur no liability with respect to the delivery or non-delivery of any
certificate or certificates whether delivered by hand, mail or any other means.





 




ARTICLE SEVEN 




 




HOLDERS’ LISTS AND
REPORTS BY TRUSTEE AND COMPANY 




 




SECTION 701.             Disclosure of Names and Addresses
of Holders. 




 




(a)           A Holder may, upon
payment to either Trustee of a reasonable fee and subject to compliance with
any applicable requirement of Trust Indenture Legislation, require such Trustee
to furnish within 15 days after receiving the statutory declaration referred to
below, a list setting out (i) the name and address of every registered
Holder, (ii) the aggregate principal amount of Securities owned by each
registered Holder, and (iii) the aggregate principal amount of Outstanding
Securities, each as shown on the records of such Trustee on the day that the
statutory declaration is delivered to such Trustee.  The statutory declaration shall contain (i) the
name and address of the Holder, (ii) where the Holder is a corporation,
its name and address for service, and (iii) a statement that the list will
not be used except in connection with an effort to influence the voting of the
Holders, an offer to acquire Securities, or any other matter relating to the
Securities or the affairs of the Company. 
Where the Holder is a corporation, the affidavit or statutory
declaration shall be made by a director or officer of the corporation. 




 




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




 


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SECTION 702.             Reports by the Company. 




 




(a)           The Company shall
file with the Trustee such information, documents and other reports, and such
summaries thereof, as may be required pursuant to the Trust Indenture
Legislation at the times and in the manner provided pursuant to Trust Indenture
Legislation.  Any such information,
documents or reports required to be filed with the Commission pursuant to Section 13
or 15(d) of the Securities Exchange Act of 1934 shall be filed with the
Trustee, upon written request. Any such information filed by the Company with
the Commission through the Commission’s EDGAR database shall be deemed to have
been filed with the Trustee for purposes of this Section 702 at the time
of such filing through the EDGAR database. 




 




(b)           Notwithstanding that
the Company may not be required to remain subject to the reporting requirements
of Section 13 or 15(d) of the Securities Exchange Act of 1934, or
otherwise report on an annual and quarterly basis on forms provided for such
annual and quarterly reporting pursuant to rules and regulations
promulgated by the Commission, the Company shall provide the Trustee: 




 




(i)            within 140 days after the end of
each fiscal year, the information required to be contained in the Company’s
annual information form required to be provided under the laws of Canada or any
province thereof to security holders of a company with securities listed on The
Toronto Stock Exchange whether or not the Company has securities so listed; and





 




(ii)           within 60 days after the end of each
of the first three fiscal quarters of each fiscal year, the information
required to be contained in reports in the Company’s quarterly reports required
to be provided under the laws of Canada or any province thereof to security
holders of a company with securities listed on The Toronto Stock Exchange,
whether or not the Company has any of its securities so listed. 




 




Any such information
filed by the Company with the Commission through the Commission’s EDGAR
database shall be deemed to have been provided to the Trustee for purposes of
this Section 702 at the time of such filing through the EDGAR
database.  Such information will be
prepared in accordance with U.S. or Canadian disclosure requirements, as
applicable, and GAAP. Delivery of such reports, information and documents to
the Trustee is for informational purposes only and the Trustee’s receipt of
such shall not constitute constructive notice of any information contained
therein or determinable from information contained therein, including the
Company’s compliance with any of its covenants hereunder (as to which the
Trustee is entitled to rely exclusively on Officer’s Certificates) 




 


64

















 




ARTICLE EIGHT 




 




CONSOLIDATION,
MERGER, CONVEYANCE, TRANSFER OR LEASE 




 




SECTION 801.             Company May Consolidate, etc.,
Only on Certain Terms. 




 




(a)           The Company shall
not amalgamate or consolidate with or merge into any other Person or convey,
transfer or lease its properties and
assets substantially as an entirety to any Person, unless: 




 




(1)           the Person formed by such consolidation or amalgamation or
into which the Company is merged or the Person which acquires by conveyance or
transfer, or which leases, the properties and assets of the Company
substantially as an entirety shall be a corporation, partnership or trust
organized and existing under the laws of Canada or any province thereof, United
States, the United Kingdom, or other country that is in the European Community
jurisdiction and shall expressly assume, by an indenture supplemental hereto,
executed and delivered to the Trustee, in form satisfactory to the Trustee, the
Company’s obligation for the due and punctual payment of the principal of (and
premium, if any), including Redemption Price and Repayment Price, and interest
on all the Securities and the performance of every covenant of this Indenture
on the part of the Company to be performed or observed; 




 




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




 




(3)           the Company or such Person shall have delivered to the
Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that
such amalgamation, consolidation, merger, conveyance, transfer or lease and
such supplemental indenture comply with this Article and that all
conditions precedent herein provided for relating to such transaction have been
complied with. 




 




(b)           This Section shall
only apply to a merger, amalgamation or consolidation in which the Company is
not the surviving corporation and to conveyances, leases and transfers by the
Company as transferor or lessor. 




 




SECTION 802.             Successor Person Substituted. 




 




Upon any amalgamation or
consolidation by the Company with or merger by the Company into any other
corporation or any conveyance, transfer or lease of the properties and assets
of the Company substantially as an entirety to any Person in accordance with Section 801,
the successor Person formed by such amalgamation or consolidation or into which
the Company is merged or to which such conveyance, transfer or lease is made
shall succeed to, and be substituted for, and may exercise every right and
power of, the Company under this Indenture with the same effect as if such
successor Person had been named as the Company herein, and in the event of any
such conveyance or transfer, the Company (which term shall for this purpose
mean the Person named as the “Company” in the first paragraph of this Indenture
or any successor Person which shall theretofore become such in the manner
described in Section 801), except in the case of a lease, shall be
discharged of all obligations and covenants under this Indenture and the
Securities and the coupons and may be dissolved and liquidated. 




 


65

















 




ARTICLE NINE 




 




SUPPLEMENTAL
INDENTURES 




 




SECTION 901.             Supplemental Indentures Without
Consent of Holders. 




 




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




 




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




 




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




 




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




 




(4)           to add to or change any of the provisions of this
Indenture to provide that Bearer Securities may be registrable as to principal,
to change or eliminate any restrictions on the payment of principal of or any
premium or interest on Bearer Securities, to permit Bearer Securities to be
issued in exchange for Registered Securities, to permit Bearer Securities to be
issued in exchange for Bearer Securities of other authorized denominations or
to permit or facilitate the issuance of Securities in uncertificated form; provided
that any such action shall not adversely affect the interests of the Holders of
Securities of any series or any related coupons in any material respect; or 




 




(5)           to add to, change or eliminate any of the provisions of
this Indenture with respect to one or more series; provided that any
such addition or change or elimination shall become effective only when there
is no Security Outstanding of any series created prior to the execution of such
supplemental indenture which is entitled to the benefit of such provision; or 




 




(6)           to establish the form or terms of Securities of any series
as permitted by Sections 201 and 301; or 




 




(7)           to evidence and provide for the acceptance of appointment
hereunder by a successor Trustee with respect to the Securities of one or more
series and to add to or change any of the provisions of this Indenture as shall
be necessary to provide for or facilitate the administration of the trusts
hereunder by more than one Trustee, pursuant to the requirements of Section 609(b);
or 




 


66

















 




(8)           to close this Indenture with respect to the issuance,
authentication and delivery of additional series of Securities, to cure any
ambiguity, to correct or supplement any provision herein which may be defective
or inconsistent with any other provision herein, or to make any other
provisions with respect to matters or questions arising under this Indenture;
or 




 




(9)           to add to the conditions, limitations and restrictions on the
authorized amount, form, terms or purposes of issue, authentication and
delivery of Securities, as herein set forth, other conditions, limitations and
restrictions thereafter to be observed, provided that any such action
shall not adversely affect the interests of Holders of Securities of such
series and any related coupons or any other series of Securities in any
material respect; or 




 




(10)         to supplement any of the provisions of this Indenture to
such extent as shall be necessary to permit or facilitate the defeasance and
discharge of any series of Securities pursuant to Sections 401, 1402 and
1403; provided that any such action shall not adversely affect the
interests of the Holders of Securities of such series and any related coupons
or any other series of Securities in any material respect; or 




 




(11)         to make any other changes in the provisions of this
Indenture which the Company and the Trustee may deem necessary or desirable
provided such amendment does not adversely affect the interests of the Holders
of Securities of any series in any material respect; or 




 




(12)         to add any Security Interests or guarantors in respect of
any series of Securities; or 




 




(13)         to add to or change or eliminate the provisions of this
Indenture as shall be necessary to comply with Trust Indenture Legislation, provided
that any such action shall not adversely affect the interests of Holders of
Securities of such series and any related coupons or any other series of
Securities in any material respect. 




 




SECTION 902.             Supplemental Indentures with
Consent of Holders. 




 




(a)           With the consent of
the Holders of not less than a majority in principal amount of all Outstanding
Securities affected by such supplemental indenture, by Act of said Holders
delivered to the Company and the Trustee, the Company, when authorized by or
pursuant to a Board Resolution, and the Trustee may enter into an indenture or
indentures supplemental hereto for the purpose of adding any provisions to or
changing in any manner or eliminating any of the provisions of this Indenture
or of modifying in any manner the rights of the Holders of Securities under
this Indenture; provided, however, that no such supplemental
indenture shall, without the consent of the Holder of each Outstanding Security
affected thereby, 




 




(1)           change the Stated Maturity of the principal of (or
premium, if any) or any installment of interest on any Security, or reduce the
principal amount thereof (or premium, if any) or the rate of interest, if any,
thereon, or change any obligation of the Company to pay Additional Amounts
contemplated by Section 1005 (except as contemplated by Section 801(a) and
permitted by Section 901(a)), or reduce the amount of the principal of an
Original Issue Discount Security of such series that would be due  




 


67

















 




and payable upon a
declaration of acceleration of the Maturity thereof pursuant to Section 503
or the amount thereof provable in bankruptcy pursuant to Section 505, or
adversely affect any right of repayment at the option of any Holder of any
Security, or change any Place of Payment where, or the Currency in which, any
Security or any premium or interest thereon is payable, or impair the right to
institute suit for the enforcement of any such payment on or after the Stated
Maturity thereof (or, in the case of redemption or repayment at the option of
the Holder, on or after the Redemption Date or Repayment Date, as the case may
be), or adversely affect any right to convert or exchange any Security as may
be provided pursuant to Section 301 herein, or 




 




(2)           reduce the percentage in principal amount of the
Outstanding Securities of any series, the consent of whose Holders is required
for any such supplemental indenture,  for
any waiver of compliance with certain provisions of this Indenture or certain
defaults hereunder and their consequences provided for in this Indenture, or
reduce the requirements of Section 1504 for quorum or voting, or 




 




(3)           modify any of the provisions of this Section, Section 514
or Section 1008, except to increase any such percentage or to provide that
certain other provisions of this Indenture cannot be modified or waived without
the consent of the Holder of each Outstanding Security of such series affected
thereby provided, however, that this clause
shall not be deemed to require the consent of any Holder of a Security of such
series with respect to changes in the references to “the Trustee” and
concomitant changes in this Section and Section 1008, or the deletion
of this proviso, in accordance with the requirements of Sections 609(b) and
901(8). 




 




(b)           A supplemental
indenture which changes or eliminates any covenant or other provision of this
Indenture which has expressly been included solely for the benefit of one or
more particular series of Securities, or which modifies the rights of the
Holders of Securities of such series with respect to such covenant or other
provision, shall be deemed not to affect the rights under this Indenture of the
Holders of Securities of any other series. 
Any such supplemental indenture adding any provisions to or changing in
any manner or eliminating any of the provisions of this Indenture, or modifying
in any manner the rights of the Holders of Securities of such series, shall not
affect the rights under this Indenture of the Holders of Securities of any
other series. 




 




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




 




SECTION 903.             Execution of Supplemental
Indentures. 




 




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




 


68
















 




SECTION 904.                                      Effect of Supplemental Indentures. 




 




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




 




SECTION 905.                                      Conformity with Trust Indenture Legislation. 




 




Every supplemental indenture
executed pursuant to this Article shall conform to the requirements of the
Trust Indenture Legislation as then in effect. 




 




SECTION 906.                                      Reference in Securities to Supplemental Indentures. 




 




Securities of any series
authenticated and delivered after the execution of any supplemental indenture pursuant
to this Article may, and shall if required by the Trustee, bear a notation
in form approved by the Trustee as to any matter provided for in such
supplemental indenture.  If the Company
shall so determine, new Securities of any series so modified as to conform, in
the opinion of the Trustee and the Company, to any such supplemental indenture
may be prepared and executed by the Company and authenticated and delivered by
the Trustee in exchange for Outstanding Securities of such series. 




 




SECTION 907.                                      Notice of Supplemental Indentures. 




 




Promptly after the execution
by the Company and the Trustee of any supplemental indenture pursuant to the
provisions of Section 902, the Company shall give notice thereof to the
Holders of each Outstanding Security affected, in the manner provided for in Section 106,
setting forth in general terms the substance of such supplemental indenture. 




 




ARTICLE TEN 




 




COVENANTS 




 




SECTION 1001.                               Payment of Principal, Premium, if any, and Interest. 




 




The Company covenants and
agrees for the benefit of the Holders of each series of Securities and any
related coupons that it will duly and punctually pay the principal of (and
premium, if any) and interest, if any, on the Securities of that series in
accordance with the terms of the Securities, any coupons appertaining thereto
and this Indenture.  Unless otherwise
specified as contemplated by Section 301 with respect to any series of
Securities, any interest installments due on Bearer Securities on or before
Maturity shall be payable only upon presentation and surrender of the several
coupons for such interest installments as are evidenced thereby as they
severally mature. 




 




SECTION 1002.                               Maintenance of Office or Agency. 




 




If the Securities of a
series are issuable only as Registered Securities, the Company will maintain in
each Place of Payment for any series of Securities an office or agency where
Securities of that series may be presented or surrendered for payment, where
Securities of  




 


69

















 




that series may be surrendered for registration of transfer or
exchange, where Securities of that series that are convertible or exchangeable
may be surrendered for conversion or exchange, as applicable and where notices
and demands to or upon the Company in respect of the Securities of that series
and this Indenture may be served. 




 




Unless otherwise specified
with respect to any Securities as contemplated by Section 301 with respect
to a series of Securities, if Securities of a series are issuable as Bearer
Securities, the Company will maintain (A) in The City of New York, an
office or agency where any Registered Securities of that series may be
presented or surrendered for payment, where any Registered Securities of that
series may be surrendered for registration of transfer, where Securities of
that series may be surrendered for exchange, where Securities of that series
that are convertible or exchangeable may be surrendered for conversion or
exchange, as applicable, where notices and demands to or upon the Company in
respect of the Securities of that series and this Indenture may be served and
where Bearer Securities of that series and related coupons may be presented or
surrendered for payment in the circumstances described in the following paragraph
(and not otherwise) (B) subject to any laws or regulations applicable
thereto, in a Place of Payment for that series which is located outside the
United States, an office or agency where Securities of that series and related
coupons may be presented and surrendered for payment; provided, however,
that, if the Securities of that series are listed on any stock exchange located
outside the United States and such stock exchange shall so require, the Company
will maintain a Paying Agent for the Securities of that series in any required
city located outside the United States so long as the Securities of that series
are listed on such exchange, and (C) subject to any laws or regulations
applicable thereto, in a Place of Payment for that series located outside the
United States an office or agency where any Registered Securities of that
series may be surrendered for registration of transfer, where Securities of
that series may be surrendered for exchange, where Securities of that series
that are convertible and exchangeable may be surrendered for conversion or
exchange, as applicable and where notices and demands to or upon the Company in
respect of the Securities of that series and this Indenture may be served. 




 




The Company will give prompt
written notice to the Trustee of the location, and any change in the location,
of such office or agency.  If at any time
the Company shall fail to maintain any such required office or agency or shall
fail to furnish the Trustee with the address thereof, such presentations, surrenders,
notices and demands may be made or served at the Corporate Trust Office of the
Trustee, except that Bearer Securities of any series and the related coupons
may be presented and surrendered for payment at the offices specified in the
Security,  and the Company hereby
appoints the same as its agents to receive such respective presentations,
surrenders, notices and demands. 




 




Unless otherwise specified
with respect to any Securities pursuant to Section 301, no payment of
principal, premium or interest on Bearer Securities shall be made at any office
or agency of the Company in the United States or by check mailed to any address
in the United States or by transfer to an account maintained with a bank
located in the United States; provided, however, that, if the
Securities of a series are payable in Dollars, payment of principal of (and
premium, if any) and interest, if any, on any Bearer Security shall be made at
the office of the Company’s Paying Agent in The City of New York, if (but
only if) payment in Dollars of the full amount of such principal, premium or
interest, as the case may be, at all offices or agencies outside the United
States maintained for such purpose by the Company in accordance with this
Indenture is illegal or effectively precluded by exchange controls or other
similar restrictions. 




 


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The Company may also from
time to time designate one or more other offices or agencies where the
Securities of one or more series may be presented or surrendered for any or all
such purposes and may from time to time rescind any such designation; provided,
however, that no such designation or rescission shall in any manner
relieve the Company of its obligation to maintain an office or agency in
accordance with the requirements set forth above for Securities of any series
for such purposes.  The Company will give
prompt written notice to the Trustee of any such designation or rescission and
of any change in the location of any such other office or agency.  Unless otherwise specified with respect to
any Securities as contemplated by Section 301 with respect to a series of
Securities, the Company hereby designates as a Place of Payment for each series
of Securities the office or agency of the Company in the Borough of Manhattan,
The City of New York, and initially appoints the Trustee at its Corporate Trust
Office as Paying Agent in such city and as its agent to receive all such
presentations, surrenders, notices and demands. 




 




Unless otherwise specified
with respect to any Securities pursuant to Section 301, if and so long as
the Securities of any series (i) are denominated in a Currency other than
Dollars or (ii) may be payable in a Currency other than Dollars, or so
long as it is required under any other provision of the Indenture, then the
Company will maintain with respect to each such series of Securities, or as so
required, at least one Exchange Rate Agent. 




 




SECTION 1003.                               Money for Securities Payments to Be Held in Trust. 




 




(a)                                  If the Company shall at any time act as
its own Paying Agent with respect to any series of Securities and any related
coupons, it will, on or before each due date of the principal of (or premium,
if any) or interest, if any, on any of the Securities of that series, segregate
and hold in trust for the benefit of the Persons entitled thereto a sum in the
Currency in which the Securities of such series are payable (except as
otherwise specified pursuant to Section 301 for the Securities of such
series and except, if applicable, as provided in Sections 312(b), 312(d) and
312(e)) sufficient to pay the principal of (or premium, if any) or interest, if
any, on Securities of such series so becoming due until such sums shall be paid
to such Persons or otherwise disposed of as herein provided and will promptly
notify the Trustee of its action or failure so to act. 




 




(b)                                 Whenever the Company shall have one or
more Paying Agents for any series of Securities and any related coupons, it
will, prior to or on each due date of the principal of (or premium, if any) or
interest, if any, on any Securities of that series, deposit with a Paying Agent
a sum (in the Currency described in the preceding paragraph) sufficient to pay
the principal (or premium, if any) or interest, if any, 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 its action or failure so to act. 




 




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




 




(1)                                  hold all sums
held by it for the payment of the principal of (and premium, if any) and
interest, if any, on Securities of such series in trust for the benefit of the  




 


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Persons entitled thereto
until such sums shall be paid to such Persons or otherwise disposed of as
herein provided; 




 




(2)                                  give the
Trustee notice of any default by the Company (or any other obligor upon the
Securities of such series) in the making of any payment of principal of (or
premium, if any) or interest, if any, on the Securities of such series; and 




 




(3)                                  at any time
during the continuance of any such default, upon the written request of the
Trustee, forthwith pay to the Trustee all sums so held in trust by such Paying
Agent. 




 




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




 




(e)                                  Except as provided in the Securities of
any series, any money deposited with the Trustee or any Paying Agent, or then
held by the Company, in trust for the payment of the principal of (or premium,
if any) or interest, if any, on any Security of any series, or any coupon
appertaining thereto, and remaining unclaimed for two years after such
principal, premium or interest has become due and payable shall be paid to the
Company on Company Request subject to applicable abandoned property or escheat
law, or (if then held by the Company) shall be discharged from such trust; and
the Holder of such Security or coupon shall thereafter, as an unsecured general
creditor, look only to the Company for payment thereof, and all liability of
the Trustee or such Paying Agent with respect to such trust money, and all
liability of the Company as trustee thereof, shall thereupon cease; provided,
however, that the Trustee or such Paying Agent, before being required to
make any such repayment, may at the expense of the Company cause to be
published once, in an Authorized Newspaper, notice that such money remains
unclaimed and that, after a date specified therein, which shall not be less
than 30 days from the date of such publication, any unclaimed balance of
such money then remaining will be repaid to the Company. 




 




SECTION 1004.                               Statement as to Compliance. 




 




So long as any of the
Securities are Outstanding, the Company will deliver to the Trustee, within
120 days after the end of each fiscal year, a brief certificate from the
principal executive officer, principal financial officer, principal accounting
officer or treasurer as to his or her knowledge of the Company’s compliance
with all conditions and covenants under this Indenture.  For purposes of this Section 1004, such
compliance shall be determined without regard to any period of grace or
requirement of notice under this Indenture. 




 




SECTION 1005.                               Additional Amounts. 




 




(a)                                  If specified pursuant to Section 301,
all payments made by the Company under or with respect to the Securities of any
series will be made free and clear of and without withholding or deduction for
or on account of any present or future tax, duty, levy, impost,  




 


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assessment or other governmental charge imposed
or levied by or on behalf of the Government of Canada or of any province or
territory thereof or by any authority or agency therein or thereof having power
to tax (hereinafter “Taxes”),
unless the Company is required to withhold or deduct Taxes by law or by the
interpretation or administration thereof. 
If the Company is so required to withhold or deduct any amount for or on
account of Taxes from any payment made under or with respect to the Securities,
the Company will pay such additional amounts (“Additional Amounts”) as may be necessary so that the net
amount received by each Holder (including Additional Amounts) after such
withholding or deduction will not be less than the amount the Holder would have
received if such Taxes had not been withheld or deducted; provided that
no Additional Amounts will be payable: 




 




(1)                                  to any Person in respect of whom such
taxes are required to be withheld or deducted as a result of such Person not
dealing at arm’s length with the Company (within the meaning of the Income Tax Act (Canada)); 




 




(2)                                  to any Person by reason of such Person
being connected with Canada (otherwise than merely by holding or ownership of
any series of Securities or receiving any payments or exercising any rights thereunder),
including without limitation a non-resident insurer who carries on an insurance
business in Canada and in a country other than Canada; 




 




(3)                                  which is subject to such Taxes by reason
of its failure to comply with any certification, identification, information,
documentation or other reporting requirement if compliance is required by law,
regulation, administrative practice or an applicable treaty as a precondition
to exemption from, or a reduction in the rate of deduction or withholding of,
such Taxes; or 




 




(4)                                  for any combination of items (1), (2) and
(3); 




 




nor will Additional Amounts be paid with respect to any payment on a
Security to a Holder who is a fiduciary or partnership or other than the sole
beneficial owner of such payment to the extent such payment would be required
by the laws of Canada (or any political subdivision thereof) to be included in
the income for Canadian federal income tax purposes of a beneficiary or settlor
with respect to such fiduciary or a member of such partnership or a beneficial
owner who would not have been entitled to payment of the additional amounts had
such beneficiary, settlor, member or beneficial owner been the Holder of such
Security. 




 




(b)                                 At least 10 days prior to each date on
which any payment under or with respect to the Securities is due and payable,
if the Company will be obligated to pay Additional Amounts with respect to such
payment, the Company will deliver to the Trustee an Officer’s Certificate
stating the fact that such Additional Amounts will be payable, the amounts so
payable and will set forth such other information necessary to enable the
Trustee to pay such Additional Amounts to Holders on the payment date.  Whenever in this Indenture there is mentioned,
in any context, the payment of principal (and premium, if any), Redemption
Price, interest or any other amount payable under or with respect to any
Security such mention shall be deemed to include mention of the payment of
Additional Amounts provided for in this Section to the extent that, in
such context, Additional Amounts are, were or would be payable in respect
thereof pursuant to  




 


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the provisions of this Section and express
mention of the payment of Additional Amounts (if applicable) in any provisions
hereof shall not be construed as excluding Additional Amounts in those
provisions hereof where such express mention is not made (if applicable). 




 




(c)                                  The obligations of the Company under this
Section 1005 shall survive the termination of the Indenture. 




 




(d)                                 The Company will furnish to Holders,
within 30 days after the date the payment of any Taxes is due pursuant to
applicable law, certified copies of tax receipts evidencing such payment by the
Company.  The Company will indemnify and
hold harmless each Holder (other than an Excluded Holder) and upon written
request reimburse each such Holder for the amount of (i) any Taxes so
levied or imposed which have not been withheld or deducted and remitted by the
Company and which have been paid by such Holder as a result of payments made
under or with respect to the Securities, (ii) any liability (including
penalties, interest and expenses) arising therefrom or with respect thereto or
from the failure to make such payment, and (iii) any Taxes imposed with
respect to any reimbursement under clause (i) or (ii) above, but
excluding any such Taxes on such Holder’s net income. 




 




SECTION 1006.                               Waiver of Certain Covenants. 




 




The Company may, with
respect to any series of Securities, omit in any particular instance to comply
with any term, provision or condition which affects such series set forth in Section 1005,
or, as specified pursuant to Section 301 for Securities of such series, in
any covenants of the Company added to Article Ten pursuant to Section 301
in connection with Securities of such series, if before the time for such
compliance the Holders of at least a majority in principal amount of all
Outstanding Securities of each series affected by the omission (which, in the
case of a covenant not set forth herein and specified pursuant to Section 301
to be applicable to the Securities of any series, shall include only those
series to which such covenant is so specified to be applicable), shall in each
case by Act of such Holders, either waive such compliance in such instance or
generally waive compliance with such term, provision or condition, but no such
waiver shall extend to or affect such term, provision or condition except to
the extent so expressly waived, and, until such waiver shall become effective,
the obligations of the Company and the duties of the Trustee to Holders of
Securities of such series in respect of any such term, provision or condition
shall remain in full force and effect. 




 




ARTICLE ELEVEN 




 




REDEMPTION OF SECURITIES 




 




SECTION 1101.                               Applicability of Article. 




 




Redemption of Securities of
any series (whether by operation of a sinking fund or otherwise) as permitted
or required by any form of Security issued pursuant to this Indenture shall be
made in accordance with such form of Security and this Article; provided,
however, that if any provision of any such form of Security shall
conflict with any provision of this Article, the provision of such form of
Security shall govern. 




 


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SECTION 1102.                               Election to Redeem; Notice to Trustee. 




 




The election of the Company
to redeem any Securities shall be evidenced by or pursuant to a Board
Resolution.  In case of any redemption at
the election of the Company, the Company shall, at least 60 days prior to the
Redemption Date fixed by the Company (unless a shorter notice shall be
satisfactory to the Trustee), notify the Trustee of such Redemption Date and of
the principal amount of Securities of such series to be redeemed and shall
deliver to the Trustee such documentation and records as shall enable the
Trustee to select the Securities to be redeemed pursuant to Section 1103.  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 Officer’s Certificate evidencing compliance with
such restriction. 




 




SECTION 1103.                               Selection by Trustee of Securities to Be Redeemed. 




 




(a)                                  If less than all the Securities of any
series are to be redeemed, the particular Securities to be redeemed shall be
selected not more than 60 days prior to the Redemption Date by the Trustee,
from the Outstanding Securities of such series not previously called for redemption
on a pro rata basis, or by such other method as the Trustee shall deem fair and
appropriate and which may provide for the selection for redemption of portions
of the principal amount of Securities of such series; provided, however,
that no such partial redemption shall reduce the portion of the principal
amount of a Security not redeemed to less than the minimum authorized
denomination for Securities of such series established pursuant to Section 301.  The Trustee may make regulations with regard
to the manner in which Securities are selected for redemption, and regulations
so made shall be valid and binding upon all Holders. 




 




(b)                                 The Trustee shall promptly notify the
Company in writing of the Securities selected for redemption and, in the case
of any Securities selected for partial redemption, the principal amount thereof
to be redeemed. 




 




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




 




SECTION 1104.                               Notice of Redemption. 




 




(a)                                  Except as otherwise specified as
contemplated by Section 301, notice of redemption shall be given in the
manner provided for in Section 106 not less than 30 nor more than 60 days
prior to the Redemption Date, to each Holder of Securities to be redeemed. 




 




(b)                                 All notices of redemption shall state: 




 




(1)                                  the Redemption
Date, 




 




(2)          the Redemption Price and the
amount of accrued interest to the Redemption Date payable as provided in Section 1106,
if any, 




 


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(3)                                  if less than
all the Outstanding Securities of any series are to be redeemed, the
identification (and, in the case of partial redemption, the respective
principal amounts) of the particular Securities to be redeemed, 




 




(4)                                  in case any
Security is to be redeemed in part only, the notice which relates to such
Security shall state that on and after the Redemption Date, upon surrender of
such Security, the holder will receive, without charge, a new Security or
Securities of authorized denominations for the principal amount thereof
remaining unredeemed, 




 




(5)                                  that on the
Redemption Date, the Redemption Price and accrued interest, if any, to the
Redemption Date payable as provided in Section 1106 will become due and
payable upon each such Security, or the portion thereof, to be redeemed and, if
applicable, that interest thereon will cease to accrue on and after said date, 




 




(6)                                  the Place or
Places of Payment where such Securities, together in the case of Bearer
Securities with all coupons appertaining thereto, if any, maturing after the
Redemption Date, are to be surrendered for payment of the Redemption Price and
accrued interest, if any, 




 




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




 




(8)                                  that, unless
otherwise specified in such notice, Bearer Securities of any series, if any,
surrendered for redemption must be accompanied by all coupons maturing
subsequent to the Redemption Date or the amount of any such missing coupon or
coupons will be deducted from the Redemption Price unless security or indemnity
satisfactory to the Company, the Trustee and any Paying Agent is furnished, and





 




(9)                                  if Bearer
Securities of any series are to be redeemed and any Registered Securities of
such series are not to be redeemed, and if such Bearer Securities may be
exchanged for Registered Securities not subject to redemption on such
Redemption Date pursuant to Section 305 or otherwise, the last date, as
determined by the Company, on which such exchanges may be made. 




 




(c)                                  Notice of redemption of Securities to be
redeemed at the election of the Company shall be given by the Company or, at
the Company’s request, by the Trustee in the name and at the expense of the
Company. 




 




SECTION 1105.                               Deposit of Redemption Price. 




 




Prior to any Redemption
Date, the Company shall deposit with the Trustee or with a Paying Agent (or, if
the Company is acting as its own Paying Agent, segregate and hold in trust as
provided in Section 1003) an amount of money in the Currency in which the
Securities of such series are payable (except as otherwise specified pursuant
to Section 301 for the Securities of such series and except, if
applicable, as provided in Sections 312(b), 312(d) and 312(e))
sufficient to pay the Redemption Price of, and accrued interest, if any, on,
all the Securities which are to be redeemed on that date. 




 


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SECTION 1106.                               Securities Payable on Redemption Date. 




 




(a)                                  Notice of redemption having been given as
aforesaid, the Securities so to be redeemed shall, on the Redemption Date,
become due and payable at the Redemption Price therein specified in the
Currency in which the Securities of such series are payable (except as
otherwise specified pursuant to Section 301 for the Securities of such
series and except, if applicable, as provided in Sections 312(b), 312(d) and
312(e)) (together with accrued interest, if any, to the Redemption Date), and
from and after such date (unless the Company shall default in the payment of
the Redemption Price and accrued interest, if any) such Securities shall, if
the same were interest-bearing, cease to bear interest and the coupons for such
interest appertaining to any Bearer Securities so to be redeemed, except to the
extent provided below, shall be void. 
Upon surrender of any such Security for redemption in accordance with
said notice, together with all coupons, if any, appertaining thereto maturing
after the Redemption Date, such Security or specified portions thereof shall be
paid by the Company at the Redemption Price, together with accrued interest, if
any, to the Redemption Date; provided, however, that installments
of interest on Bearer Securities whose Stated Maturity is on or prior to the
Redemption Date shall be payable only at an office or agency located outside
the United States (except as otherwise provided in Section 1002) and,
unless otherwise specified as contemplated by Section 301, only upon
presentation and surrender of coupons for such interest; and provided  further
that installments of interest on Registered Securities whose Stated Maturity is
on or prior to the Redemption Date shall be payable to the Holders of such
Securities, or one or more Predecessor Securities, registered as such at the
close of business on the relevant Record Dates according to their terms and the
provisions of Section 307. 




 




(b)                                 If any Bearer Security surrendered for
redemption shall not be accompanied by all appurtenant coupons maturing after
the Redemption Date, such Security may be paid after deducting from the
Redemption Price an amount equal to the face amount of all such missing
coupons, or the surrender of such missing coupon or coupons may be waived by
the Company and the Trustee if there be furnished to them such security or
indemnity as they may require to save each of them and any Paying Agent
harmless.  If thereafter the Holder of
such Security shall surrender to the Trustee or any Paying Agent any such
missing coupon in respect of which a deduction shall have been made from the
Redemption Price, such Holder shall be entitled to receive the amount so
deducted; provided, however, that interest represented by coupons
shall be payable only at an office or agency located outside the United States
(except as otherwise provided in Section 1002) and, unless otherwise
specified as contemplated by Section 301, only upon presentation and
surrender of those coupons. 




 




(c)                                  If any Security called for redemption
shall not be so paid upon surrender thereof for redemption, the principal (and
premium, if any) shall, until paid, bear interest from the Redemption Date at
the rate of interest or Yield to Maturity (in the case of Original Issue
Discount Securities) set forth in such Security. 




 




SECTION 1107.                               Securities Redeemed in Part. 




 




Any Security which is to be
redeemed only in part (pursuant to the provisions of this Article or of Article Twelve)
shall be surrendered at a Place of Payment therefor (with, if the Company or
the Trustee so requires, due endorsement by, or a written instrument of
transfer in form satisfactory to the Company and the Securities Registrar duly
executed by, the Holder  




 


77

















 




thereof or such Holder’s attorney duly authorized in writing), and the
Company shall execute, and the Trustee shall authenticate and deliver to the
Holder of such Security without service charge, a new Security or Securities of
the same series, of any authorized denomination as requested by such Holder,
and having the same terms and provisions and in an aggregate principal amount
equal to and in exchange for the unredeemed portion of the principal of the
Security so surrendered. 




 




SECTION 1108.                               Tax Redemption. 




 




If specified pursuant to Section 301,
the Securities of a series will be subject to redemption at any time, in whole
but not in part, at a Redemption Price equal to the principal amount thereof
together with accrued and unpaid interest to the date fixed for redemption on
the Redemption Date specified pursuant to Section 301, upon the giving of
a notice as described below, if (1) the Company determines that (a) as
a result of any change in or amendment to the laws (or any regulations or
rulings promulgated thereunder) of Canada or of any political subdivision or
taxing authority thereof or therein affecting taxation, or any change in
official position regarding application or interpretation of such laws,
regulations or rulings (including a holding by a court of competent
jurisdiction), which change or amendment is announced or becomes effective on
or after a date specified in Section 301, if any date is so specified, the
Company has or will become obligated to pay, on the next succeeding date on
which interest is due, Additional Amounts pursuant to Section 1005 with
respect to any Security of such series or (b) on or after a date specified
pursuant to Section 301 with respect to any Security of such series, any
action has been taken by any taxing authority of, or any decision has been
rendered by a court of competent jurisdiction in, Canada or any political
subdivision or taxing authority thereof or therein, including any of those
actions specified in (a) above, whether or not such action was taken or
decision was rendered with respect to the Company, or any change, amendment,
application or interpretation shall be officially proposed, which, in any such
case, in the Opinion of Counsel to the Company, will result in the Company becoming
obligated to pay, on the next succeeding Interest Payment Date, Additional
Amounts with respect to any Security of such series and (2) in any such
case, the Company in its business judgment determines that such obligation
cannot be avoided by the use of reasonable measures available to the Company; provided
however, that (i) no
such notice of redemption may be given earlier than 90 or later than 30 days
prior to the earliest date on which the Company would be obligated to pay such
Additional Amounts were a payment in respect of the Securities then due, and (ii) at
the time such notice of redemption is given, such obligation to pay such
Additional Amounts remains in effect. 




 




ARTICLE TWELVE 




 




SINKING FUNDS 




 




SECTION 1201.                               Applicability of Article. 




 




(a)                                  Redemption of Securities through
operation of a sinking fund as permitted or required by any form of Security
issued pursuant to this Indenture shall be made in accordance with such form of
Security and this Article; provided, however, that if any
provision of any such form of Security shall conflict with any provision of
this Article, the provision of such form of Security shall govern. 




 


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(b)                                 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 mandatory sinking fund payment may be
subject to reduction as provided in Section 1202.  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. 




 




SECTION 1202.                               Satisfaction of Sinking Fund Payments with Securities. 




 




Subject to Section 1203,
in lieu of making all or any part of any mandatory sinking fund payment with
respect to any Securities of a series in cash, the Company may at its option (1) deliver
to the Trustee Outstanding Securities of a series (other than any previously
called for redemption) theretofore purchased or otherwise acquired by the
Company together in the case of any Bearer Securities of such series with all
unmatured coupons appertaining thereto, and/or (2) receive credit for the
principal amount of Securities of such series which have been previously
delivered to the Trustee by the Company or for Securities of such series which
have been redeemed either at the election of the Company pursuant to the terms
of such Securities or through the application of permitted optional sinking
fund payments pursuant to the terms of such Securities, in each case in
satisfaction of all or any part of any mandatory sinking fund payment with
respect to the Securities of the same series required to be made pursuant to
the terms of such Securities as provided for by the terms of such series; provided,
however, 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 mandatory sinking fund payment shall be reduced accordingly. 




 




SECTION 1203.                               Redemption of Securities for Sinking Fund. 




 




(a)                                  Not less than 60 days prior to each
sinking fund payment date for any series of Securities, the Company will
deliver to the Trustee an Officer’s Certificate specifying the amount of the
next ensuing sinking fund payment for that series pursuant to the terms of that
series, the portion thereof, if any, which is to be satisfied by payment of
cash in the Currency in which the Securities of such series are payable (except
as otherwise specified pursuant to Section 301 for the Securities of such
series and except, if applicable, as provided in Sections 312(b), 312(d) and
312(e)) and the portion thereof, if any, which is to be satisfied by delivering
or crediting Securities of that series pursuant to Section 1202 (which
Securities will, if not previously delivered, accompany such certificate) and
whether the Company intends to exercise its right to make a permitted optional
sinking fund payment with respect to such series.  Such certificate shall be irrevocable and
upon its delivery the Company shall be obligated to make the cash payment or payments
therein referred to, if any, on or before the next succeeding sinking fund
payment date.  In the case of the failure
of the Company to deliver such certificate, the sinking fund payment due on the
next succeeding sinking fund payment date for that series shall be paid
entirely in cash and shall be sufficient to redeem the principal amount of such
Securities subject to a mandatory sinking fund payment without the option to
deliver or credit Securities as provided in Section 1202 and without the
right to make any optional sinking fund payment, if any, with respect to such
series. 




 


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(b)                                 Not more than 60 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 1103
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 1104.  Such notice having been duly given, the
redemption of such Securities shall be made upon the terms and in the manner
stated in Sections 1106 and 1107. 




 




(c)                                  On or prior to any sinking fund payment
date, the Company shall pay to the Trustee or a Paying Agent (or, if the
Company is acting as its own Paying Agent, segregate and hold in trust as
provided in Section 1003) in cash a sum equal to any interest that will
accrue to the date fixed for redemption of Securities or portions thereof to be
redeemed on such sinking fund payment date pursuant to this Section 1203. 




 




(d)                                 Notwithstanding the foregoing, with
respect to a sinking fund for any series of Securities, if at any time the
amount of cash to be paid into such sinking fund on the next succeeding sinking
fund payment date, together with any unused balance of any preceding sinking
fund payment or payments for such series, does not exceed in the aggregate
$100,000, the Trustee, unless requested by the Company, shall not give the next
succeeding notice of the redemption of Securities of such series through the
operation of the sinking fund.  Any such
unused balance of moneys deposited in such sinking fund shall be added to the
sinking fund payment for such series to be made in cash on the next succeeding
sinking fund payment date or, at the request of the Company, shall be applied
at any time or from time to time to the purchase of Securities of such series,
by public or private purchase, in the open market or otherwise, at a purchase
price for such Securities (excluding accrued interest and brokerage
commissions, for which the Trustee or any Paying Agent will be reimbursed by
the Company) not in excess of the principal amount thereof. 




 




ARTICLE THIRTEEN 




 




REPAYMENT AT OPTION OF HOLDERS 




 




SECTION 1301.                               Applicability of Article. 




 




Repayment of Securities of
any series before their Stated Maturity at the option of Holders thereof, as
permitted by any form of Security issued pursuant to this Indenture, shall be
made in accordance with such form of Security and this Article; provided,
however, that if any
provision of any such form of Security shall conflict with any provision of
this Article, the provision of such form of Security shall govern. 




 




SECTION 1302.                               Repayment of Securities. 




 




Securities of any series
subject to repayment in whole or in part at the option of the Holders thereof
will, unless otherwise provided in the terms of such Securities, be repaid at a
price equal to the principal amount thereof, together with interest, if any,
thereon accrued to the Repayment Date specified in or pursuant to the terms of
such Securities.  The Company covenants
that on or before the Repayment Date it will deposit with the Trustee or with a
Paying Agent (or, if the Company is acting as its own Paying Agent, segregate
and hold in trust as provided in Section 1003) an amount of money in the
Currency in which the Securities of such series are payable (except as
otherwise specified pursuant to Section 301 for the Securities of  




 


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such series and except, if applicable, as provided in Sections 312(b),
312(d) and 312(e)) sufficient to pay the principal (or, if so provided by
the terms of the Securities of any series, a percentage of the principal) of
and (except if the Repayment Date shall be an Interest Payment Date) accrued
interest, if any, on, all the Securities or portions thereof, as the case may
be, to be repaid on such date. 




 




SECTION 1303.                               Exercise of Option. 




 




(a)                                  Securities of any series subject to
repayment at the option of the Holders thereof will contain an “Option to Elect
Repayment” form on the reverse of such Securities.  To be repaid at the option of the Holder, any
Security so providing for such repayment, with the “Option to Elect Repayment” form on the reverse of such
Security duly completed by the Holder (or by the Holder’s attorney duly
authorized in writing), must be received by the Company at the Place of Payment
therefor specified in the terms of such Security (or at such other place or
places or which the Company shall from time to time notify the Holders of such
Securities) not earlier than 45 days nor later than 30 days prior to the
Repayment Date.  If less than the entire
principal amount of such Security is to be repaid in accordance with the terms
of such Security, the principal amount of such Security to be repaid, in increments
of the minimum denomination for Securities of such series, and the denomination
or denominations of the Security or Securities to be issued to the Holder for
the portion of the principal amount of such Security surrendered that is not to
be repaid, must be specified.  The
principal amount of any Security providing for repayment at the option of the
Holder thereof may not be repaid in part if, following such repayment, the
unpaid principal amount of such Security would be less than the minimum authorized
denomination of Securities of the series of which such Security to be repaid is
a part.  Except as otherwise may be
provided by the terms of any Security providing for repayment at the option of
the Holder thereof, exercise of the repayment option by the Holder shall be
irrevocable unless waived by the Company. 




 




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




 




SECTION 1304.                               When Securities Presented for Repayment Become Due and Payable. 




 




(a)                                  If Securities of any series providing for
repayment at the option of the Holders thereof shall have been surrendered as
provided in this Article and as provided by or pursuant to the terms of
such Securities, such Securities or the portions thereof, as the case may be,
to be repaid shall become due and payable and shall be paid by the Company on
the Repayment Date therein specified, and on and after such Repayment Date
(unless the Company shall default in the payment of such Securities on such
Repayment Date) such Securities shall, if the same were interest-bearing, cease
to bear interest and the coupons for such interest appertaining to any Bearer
Securities so to be repaid, except to the extent provided below, shall be
void.  Upon surrender of any such
Security for repayment in accordance with such provisions, together with all
coupons, if any, appertaining thereto maturing after the Repayment Date, the
principal amount of such Security so to be repaid shall be paid by the Company,
together with accrued interest, if any, to the Repayment Date; provided,
however, that coupons whose Stated  




 


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Maturity is on or prior to the Repayment Date
shall be payable only at an office or agency located outside the United States
(except as otherwise provided in Section 1002) and, unless otherwise
specified pursuant to Section 301, only upon presentation and surrender of
such coupons; and provided  further that unless otherwise
contemplated by Section 301, in the case of Registered Securities, whose
Stated Maturity is on or prior to the Repayment Date, installments of interest,
if any, shall be payable to the Holders of such Securities, or one or more
Predecessor Securities, registered as such at the close of business on the
relevant Record Dates according to their terms and the provisions of Section 307.





 




(b)                                 If any Bearer Security surrendered for
repayment shall not be accompanied by all appurtenant coupons maturing after
the Repayment Date, such Security may be paid after deducting from the amount
payable therefor as provided in Section 1302 an amount equal to the face
amount of all such missing coupons, or the surrender of such missing coupon or
coupons may be waived by the Company and the Trustee if there be furnished to
them such security or indemnity as they may require to save each of them and
any Paying Agent harmless.  If thereafter
the Holder of such Security shall surrender to the Trustee or any Paying Agent
any such missing coupon in respect of which a deduction shall have been made as
provided in the preceding sentence, such Holder shall be entitled to receive
the amount so deducted; provided, however, that interest
represented by coupons shall be payable only at an office or agency located
outside the United States (except as otherwise provided in Section 1002)
and, unless otherwise specified as contemplated by Section 301, only upon
presentation and surrender of those coupons. 




 




(c)                                  If the principal amount of any Security
surrendered for repayment shall not be so repaid upon surrender thereof, such
principal amount (together with interest, if any, thereon accrued to such
Repayment Date) shall, until paid, bear interest from the Repayment Date at the
rate of interest or Yield to Maturity (in the case of Original Issue Discount
Securities) set forth in such Security. 




 




SECTION 1305.                               Securities Repaid in Part. 




 




Any Security which is to be
repaid only in part (pursuant to the provisions of this Article) shall be
surrendered at a Place of Payment therefor (with, if the Company or the Trustee
so requires, due endorsement by, or a written instrument of transfer in form
satisfactory to the Company and the Securities Registrar duly executed by, the
Holder thereof or such Holder’s attorney duly authorized in writing), and the
Company shall execute, and the Trustee shall authenticate and deliver to the
Holder of such Security without service charge, a new Security or Securities of
the same series, of any authorized denomination as requested by such Holder,
and having the same terms and provisions and in an aggregate principal amount
equal to and in exchange for the portion of the principal of the Security so
surrendered which is not to be repaid. 




 


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ARTICLE FOURTEEN 




 




DEFEASANCE AND COVENANT DEFEASANCE 




 




SECTION 1401.                               Company’s Option to Effect Defeasance or Covenant Defeasance. 




 




Except as otherwise
specified as contemplated by Section 301 for Securities of any series, the
provisions of this Article Fourteen shall apply to each series of
Securities, and the Company may, at its option, effect defeasance of the
Securities of or within a series under Section 1402, or covenant
defeasance of or within a series under Section 1403 in accordance with the
terms of such Securities and in accordance with this Article. 




 




SECTION 1402.                               Defeasance and Discharge. 




 




Upon the Company’s exercise
of the above option applicable to this Section with respect to any
Securities of or within a series, the Company shall be deemed to have been
discharged from its obligations with respect to such Outstanding Securities and
any related coupons on the date the conditions set forth in Section 1404
are satisfied (hereinafter, “defeasance”).  For this purpose, such defeasance means that
the Company shall be deemed to have paid and discharged the entire indebtedness
represented by such Outstanding Securities and any related coupons, which shall
thereafter be deemed to be “Outstanding” only for the purposes of Section 1405
and the other Sections of this Indenture referred to in (A) and (B) below,
and to have satisfied all its other obligations under such Securities and any
related coupons and this Indenture insofar as such Securities and any related
coupons are concerned (and the Trustee, at the expense of the Company, shall
execute proper instruments acknowledging the same), except for the following
which shall survive until otherwise terminated or discharged hereunder:  (A) the rights of Holders of such
Outstanding Securities and any related coupons to receive, solely from the
trust fund described in Section 1404 and as more fully set forth in such
Section, payments in respect of the principal of (and premium, if any) and
interest, if any, on such Securities and any related coupons when such payments
are due, (B) the Company’s obligations with respect to such Securities under
Sections 304, 305, 306, 1002 and 1003 and with respect to the payment of
Additional Amounts, if any, on such Securities as contemplated by Section 1005,
(C) the rights, powers, trusts, duties and immunities of the Trustee
hereunder and (D) this Article Fourteen.  Subject to compliance with this Article Fourteen,
the Company may exercise its option under this Section 1402
notwithstanding the prior exercise of its option under Section 1403 with
respect to such Securities and any related coupons. 




 




SECTION 1403.                               Covenant Defeasance. 




 




Upon the Company’s exercise
of the above option applicable to this Section with respect to any
Securities of or within a series, the Company shall, if specified pursuant to Section 301,
be released from its obligations under any covenant, with respect to such
Outstanding Securities and any related coupons on and after the date the
conditions set forth in Section 1404 are satisfied (hereinafter, “covenant defeasance”), and such Securities
and any related coupons shall thereafter be deemed not to be “Outstanding” for
the purposes of any request, demand, authorization, notice, direction, waiver,
consent or declaration or Act of Holders (and the consequences of any thereof)
in connection with such covenants, but shall continue to be deemed  




 


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“Outstanding” for all other purposes hereunder.  For this purpose, such covenant defeasance
means that, with respect to such Outstanding Securities and any related
coupons, the Company may omit to comply with and shall have no liability in
respect of any term, condition or limitation set forth in any such covenant,
whether directly or indirectly, by reason of any reference elsewhere herein to
any such covenant or by reason of reference in any such covenant to any other
provision herein or in any other document and such omission to comply shall not
constitute a Default or an Event of Default under Section 501(4) or Section 501(7) or
otherwise, as the case may be, but, except as specified above, the remainder of
this Indenture and such Securities and any related coupons shall be unaffected
thereby. 




 




SECTION 1404.                               Conditions to Defeasance or Covenant Defeasance. 




 




(a)                                  The following shall be the conditions to
application of either Section 1402 or Section 1403 to any Outstanding
Securities of or within a series and any related coupons: 




 




(1)                                  The Company
shall irrevocably have deposited or caused to be deposited with the Trustee (or
another trustee satisfying the requirements of Section 607 who shall agree
to comply with the provisions of this Article Fourteen applicable to it)
as trust funds in trust for the purpose of making the following payments,
specifically pledged as security for, and dedicated solely to, the benefit of
the Holders of such Securities and any related coupons, (A) an amount (in
such Currency in which such Securities and any related coupons are then
specified as payable at Stated Maturity), except as otherwise specified
pursuant to Section 301 for the Securities of such series and except as
provided in Sections 312 (b), 312(d) and 312(e), or (B) Government
Obligations applicable to such Securities (determined on the basis of the
Currency in which such Securities are then specified as payable at Stated
Maturity), except as otherwise specified pursuant to Section 301 for the
Securities of such series and except as provided in Sections 312 (b), 312(d) and
312(e), which through the scheduled payment of principal and interest in
respect thereof in accordance with their terms will provide, not later than one
day before the due date of any payment of principal of (and premium, if any),
and interest, if any, under such Securities and any related coupons, money in
an amount, or (C) a combination thereof, sufficient, in the opinion of a
nationally recognized firm of independent public accountants expressed in a
written certification thereof delivered to the Trustee, to pay and discharge,
and which shall be applied by the Trustee (or other qualifying trustee) to pay
and discharge, (i) the principal of (and premium, if any) and interest, if
any, on such Outstanding Securities and any related coupons on the Stated
Maturity (or Redemption Date, if applicable) of such principal (and premium, if
any) or installment of interest, if any, and (ii) any mandatory sinking
fund payments or analogous payments applicable to such Outstanding Securities
and any related coupons on the day on which such payments are due and payable
in accordance with the terms of this Indenture and of such Securities and any
related coupons; provided that the Trustee shall have been irrevocably
instructed to apply such money or the proceeds of such Government Obligations
to said payments with respect to such Securities and any related coupons.  Before such a deposit, the Company may give
to the Trustee, in accordance with Section 1102 hereof, a notice of its
election to redeem all or any portion of such Outstanding Securities at a
future date in accordance with the terms of the Securities of such series and Article Eleven
hereof, which notice shall be irrevocable. 
Such irrevocable redemption notice, if given, shall be given effect in
applying the foregoing. 




 


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(2)                                  No Default or
Event of Default with respect to such Securities or any related coupons shall
have occurred and be continuing on the date of such deposit or, insofar as
paragraphs (5) or (6) of Section 501 are concerned, at any
time during the period ending on the 91st day after the date of such deposit
(it being understood that this condition shall not be deemed satisfied until
the expiration of such period). 




 




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




 




(4)                                  In the case of
an election under Section 1402, the Company shall have delivered to the
Trustee an Opinion of Counsel qualified to practice law in the United States
stating that (x) the Company has received from, or there has been
published by, the Internal Revenue Service a ruling, or (y) since the date
of execution of this Indenture, there has been a change in the applicable U.S.
federal income tax law, in either case to the effect that, and based thereon
such opinion shall confirm that, the Holders of such Outstanding Securities and
any related coupons will not recognize income, gain or loss for U.S. federal
income tax purposes as a result of such defeasance and will be subject to U.S.
federal income tax on the same amounts, in the same manner and at the same
times as would have been the case if such defeasance had not occurred. 




 




(5)                                  Notwithstanding
any other provisions of this Section, such defeasance or covenant defeasance
shall be effected in compliance with any additional or substitute terms,
conditions or limitations in connection therewith pursuant to Section 301.





 




(6)                                  The Company
shall have delivered to the Trustee an Officer’s Certificate and an Opinion of
Counsel, each stating that all conditions precedent provided for relating to
either the defeasance under Section 1402 or the covenant defeasance under Section 1403
(as the case may be) have been complied with. 




 




(7)                                  In the case of
an election under Section 1403, the Company shall have delivered to the
Trustee an Opinion of Counsel qualified to practice law in the United States to
the effect that the Holders of such Outstanding Securities will not recognize
income, gain or loss for U.S. federal income tax purposes as a result of such
covenant defeasance and will be subject to U.S. federal income tax on the same
amounts, in the same manner and at the same times as would have been the case
if such covenant defeasance had not occurred. 




 




(8)                                  The Company
shall have delivered to the Trustee an Opinion of Counsel qualified to practice
law in Canada or a ruling from Canada Revenue Agency to the effect that the
Holders of such Outstanding Securities will not recognize income, gain or loss
for Canadian federal, provincial or territorial income tax or other tax
purposes as a result of such defeasance or covenant defeasance, as applicable,
and will be subject to Canadian federal or provincial income tax and other tax
on the same amounts, in the same manner and at the same times as would have
been the case had such defeasance or covenant defeasance, as applicable, not
occurred (and for the purposes of such opinion, such Canadian counsel shall
assume that Holders of the Securities include Holders who are not resident in
Canada). 




 


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(9)                                  The Company is
not an “insolvent person” within the meaning of the Bankruptcy and Insolvency
Act (Canada) on the date of such deposit or at any time during the period
ending on the 91st day after the date of such deposit (it being understood that
this condition shall not be deemed satisfied until the expiration of such
period). 




 




(10)                            The Company has
delivered to the Trustee an Opinion of Counsel to the effect that such deposit
shall not cause the Trustee or the trust so created to be subject to the
Investment Company Act of 1940, as amended. 




 




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




 




SECTION 1405.                               Deposited Money and Government Obligations to Be Held in Trust; Other
Miscellaneous Provisions. 




 




(a)                                  Subject to the provisions of the last
paragraph of Section 1003, all money and Government Obligations (or other
property as may be provided pursuant to Section 301) (including the
proceeds thereof) deposited with the Trustee (or other qualifying trustee,
collectively for purposes of this Section 1405, the “Trustee”) pursuant to
Section 1404 in respect of such Outstanding Securities and any related
coupons shall be held in trust and applied by the Trustee, in accordance with
the provisions of such Securities and any related coupons and this Indenture,
to the payment, either directly or through any Paying Agent (including the
Company acting as its own Paying Agent) as the Trustee may determine, to the
Holders of such Securities and any related coupons of all sums due and to
become due thereon in respect of principal (and premium, if any) and interest,
if any, but such money need not be segregated from other funds except to the
extent required by law. 




 




(b)                                 Unless otherwise specified with respect
to any Security pursuant to Section 301, if, after a deposit referred to
in Section 1404(a)(1) has been made, (a) the Holder of a
Security in respect of which such deposit was made is entitled to, and does,
elect pursuant to Section 312(b) or the terms of such Security to
receive payment in a Currency other than that in which the deposit pursuant to Section 1404(a)(1) has
been made in respect of such Security, or (b) a Conversion Event occurs as
contemplated in Section 312(d) or 312(e) or by the terms of any
Security in respect of which the deposit pursuant to Section 1404(a)(1) has
been made, the indebtedness represented by such Security and any related
coupons shall be deemed to have been, and will be, fully discharged and
satisfied through the payment of the principal of (and premium, if any) and
interest, if any, on such Security as they become due out of the proceeds
yielded by converting (from time to time as specified below in the case of any
such election) the amount or other property deposited in respect of such
Security into the Currency in which such Security becomes payable as a result
of such election or Conversion Event based on the applicable Market Exchange
Rate for such Currency in effect on the third Business Day prior to each
payment date, except, with respect to a Conversion Event, for such Currency in
effect (as nearly as feasible) at the time of the Conversion Event. 




 




(c)                                  The Company shall pay and indemnify the
Trustee against any tax, fee or other charge imposed on or assessed against the
Government Obligations deposited pursuant to Section 1404 or the principal
and interest received in respect thereof other than any such tax, fee  




 


86

















 




or other charge which by law is for the account
of the Holders of such Outstanding Securities and any related coupons. 




 




(d)                                 Anything in this Article Fourteen to
the contrary notwithstanding, the Trustee shall deliver or pay to the Company
from time to time upon Company Request any money or Government Obligations (or
other property and any proceeds therefrom) held by it as provided in Section 1404
which, in the opinion of a nationally recognized firm of independent public
accountants expressed in a written certification thereof delivered to the
Trustee, are in excess of the amount thereof which would then be required to be
deposited to effect an equivalent defeasance or covenant defeasance, as
applicable, in accordance with this Article. 




 




SECTION 1406.                               Reinstatement. 




 




If the Trustee or any Paying
Agent is unable to apply any money in accordance with Section 1405 by
reason of any order or judgment of any court or governmental authority
enjoining, restraining or otherwise prohibiting such application, then the
Company’s obligations under this Indenture and such Securities and any related
coupons shall be revived and reinstated as though no deposit had occurred
pursuant to Section 1402 or 1403, as the case may be, until such time as
the Trustee or Paying Agent is permitted to apply all such money in accordance
with Section 1405; provided, however, that if the Company
makes any payment of principal of (or premium, if any) or interest, if any, on
any such Security or any related coupon following the reinstatement of its
obligations, the Company shall be subrogated to the rights of the Holders of
such Securities and any related coupons to receive such payment from the money
held by the Trustee or Paying Agent. 




 




ARTICLE FIFTEEN 




 




MEETINGS OF HOLDERS OF SECURITIES 




 




SECTION 1501.                               Purposes for Which Meetings May Be Called. 




 




If Securities of a series
are issuable as Bearer Securities, a meeting of Holders of Securities of such
series may be called at any time and from time to time pursuant to this Article to
make, give or take any request, demand, authorization, direction, notice,
consent, waiver or other action provided by this Indenture to be made, given or
taken by Holders of Securities of such series. 




 




SECTION 1502.                               Call, Notice and Place of Meetings. 




 




(a)                                  The Trustee may at any time call a
meeting of Holders of Securities of any series, and the Trustee shall convene a
meeting upon receipt of a request of the Company or upon receipt of a request
in writing to the Trustee by the Holders of not less than 25% in principal
amount of the Outstanding Securities of any series, for any purpose specified
in Section 1501, to be held at such time and at such place in The City of
New York, New York or Toronto, Ontario as the Trustee shall
determine.  Notice of every meeting of
Holders of Securities of any series, setting forth the time and the place of
such meeting and in general terms the action proposed to be taken at such
meeting, shall be given, in the manner provided for in Section 106, not
less than 21 nor more than 180 days prior to the date fixed for the
meeting.  Holders shall reimburse the
Trustee for reasonable out-of-pocket expenses relating to the calling and
holding of such meeting  




 


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if called by such Holders.  The Holders shall indemnify the Trustee for,
and to hold it harmless against, any loss, liability or expense incurred
without negligence or bad faith on its part, arising out of or in connection
with the calling of such meeting on behalf of Holders, including the costs and
expenses of defending itself against any claim or liability in connection with
such meeting. 




 




(b)                                 In case at any time the Company, pursuant
to a Board Resolution, or the Holders of at least 25% in principal amount of
the Outstanding Securities of any series shall have requested the Trustee to
call a meeting of the Holders of Securities of such series for any purpose
specified in Section 1501, by written request setting forth in reasonable
detail the action proposed to be taken at the meeting, and the Trustee shall
not have made the first publication of the notice of such meeting within 21
days after receipt of such request or shall not thereafter proceed to cause the
meeting to be held as provided herein, then the Company or the Holders of
Securities of such series in the amount above specified, as the case may be,
may determine the time and the place in The City of New York, New York or
Toronto, Ontario for such meeting and may call such meeting for such purposes
by giving notice thereof as provided in paragraph (a) of this
Section. 




 




SECTION 1503.                               Persons Entitled to Vote at Meetings. 




 




To be entitled to vote at
any meeting of Holders of Securities of any series, a Person shall be (1) a
Holder of one or more Outstanding Securities of such series, or (2) a
Person appointed by an instrument in writing as proxy for a Holder or Holders
of one or more Outstanding Securities of such series by such Holder of
Holders.  The only Persons who shall be
entitled to be present or to speak at any meeting of Holders of Securities of
any series shall be the Person entitled to vote at such meeting and their counsel,
any representatives of the Trustee and its counsel and any representatives of
the Company and its counsel. 




 




SECTION 1504.                               Quorum; Action. 




 




(a)                                  The Persons entitled to vote 25% in
principal amount of the Outstanding Securities of a series shall constitute a
quorum for a meeting of Holders of Securities of such series; provided, however,
that, if any action is to be taken at such meeting with respect to a consent or
waiver which this Indenture expressly provides may be given by the Holders of
not less than a specified percentage in principal amount of the Outstanding
Securities of a series, the Persons entitled to vote such specified percentage
in principal amount of the Outstanding Securities of such series shall
constitute a quorum.  In the absence of a
quorum within 30 minutes of the time appointed for any such meeting, the
meeting shall, if convened at the request of Holders of Securities of such
series, be dissolved.  In any other case
the meeting may be adjourned for a period of not less than 10 days as
determined by the chairman of the meeting prior to the adjournment of such
meeting.  In the absence of a quorum at
any such adjourned meeting, such adjourned meeting may be further adjourned for
a period of not less than 10 days as determined by the chairman of the meeting
prior to the adjournment of such adjourned meeting.  Notice of the reconvening of any adjourned
meeting shall be given as provided in Section 1502(a), except that such
notice need be given only once not less than five days prior to the date on
which the meeting is scheduled to be reconvened.  Notice of the reconvening of any adjourned
meeting shall state expressly the percentage, as provided above, of the
principal amount of the Outstanding Securities of such series which shall constitute
a quorum. 




 


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(b)                                 Subject to the
foregoing, at the reconvening of any meeting adjourned for lack of a quorum the
Persons entitled to vote 10% in principal amount of the Outstanding Securities
of any series at the time shall constitute a quorum for the taking of any action
set forth in the notice of the original meeting. 




 




(c)                                  Except as
limited by the proviso to Section 902, any resolution presented to a
meeting or adjourned meeting duly reconvened at which a quorum is present as
aforesaid may be adopted by the affirmative vote of the Holders of not less
than a majority in principal amount of the Outstanding Securities of such
series; provided, however, that, except as limited by the proviso
to Section 902, any resolution with respect to any request, demand,
authorization, direction, notice, consent, waiver or other action which this
Indenture expressly provides may be made, given or taken by the Holders of a
specified percentage, which is less than a majority, in principal amount of the
Outstanding Securities of a series may be adopted at a meeting or an adjourned
meeting duly reconvened and at which a quorum is present as aforesaid by the
affirmative vote of the Holders of not less than such specified percentage in
principal amount of the Outstanding Securities of such series. 




 




(d)                                 Any resolution
passed or decision taken at any meeting of Holders of Securities of any series
duly held in accordance with this Section shall be binding on all the
Holders of Securities of such series and the related coupons, whether or not
present or represented at the meeting. 




 




(e)                                  Notwithstanding
the foregoing provisions of this Section 1504, if any action is to be
taken at a meeting of Holders of Securities of any series with respect to any
request, demand, authorization, direction, notice, consent, waiver or other
action that this Indenture expressly provides may be made, given or taken by
the Holders of a specified percentage in principal amount of all Outstanding
Securities affected thereby, or of the Holders of such series and one or more
additional series: 




 




(i)                                     there shall be no minimum quorum
requirement for such meeting; and 




 




(ii)                                  the principal amount of the Outstanding
Securities of such series that vote in favor of such request, demand,
authorization, direction, notice, consent, waiver or other action shall be
taken into account in determining whether such request, demand, authorization,
direction, notice, consent, waiver or other action has been made, given or
taken under this Indenture. 




 




SECTION 1505.                               Determination of Voting Rights;
Conduct and Adjournment of Meetings. 




 




(a)                                  Notwithstanding
any provisions of this Indenture, the Trustee may make such reasonable
regulations as it may deem advisable for any meeting of Holders of Securities
of a series in regard to proof of the holding of Securities of such series and
of the appointment of proxies and in regard to the appointment and duties of
inspectors of votes, the submission and examination of proxies, certificates
and other evidence of the right to vote, and such other matters concerning the
conduct of the meeting as its shall deem appropriate.  Except as otherwise  




 


89

















 




permitted or required by any
such regulations, the holding of Securities shall be proved in the manner
specified in Section 104 and the appointment of any proxy shall be proved
in the manner specified in Section 104 or by having the signature of the
person executing the proxy witnessed or guaranteed by any trust company, bank
or banker authorized by Section 104 to certify to the holding of Bearer
Securities.  Such regulations may provide
that written instruments appointing proxies, regular on their face, may be
presumed valid and genuine without the proof specified in Section 104 or
other proof. 




 




(b)                                 The Trustee shall,
by an instrument in writing appoint a temporary chairman of the meeting, which
need not be a Holder of Securities, unless the meeting shall have been called
by the Company or by Holders of Securities as provided in Section 1502(b),
in which case the Company or the Holders of Securities of the series calling
the meeting, as the case may be, shall in like manner appoint a temporary
chairman.  A permanent chairman and a
permanent secretary of the meeting shall be elected by vote of the Persons
entitled to vote a majority in principal amount of the Outstanding Securities
of such series represented at the meeting. 




 




(c)                                  At any meeting
each Holder of a Security of such series or proxy shall be entitled to one vote
for each $1,000 principal amount of Outstanding Securities of such series held
or represented by him (determined as specified in the definition of “Outstanding”
in Section 101); provided, however, that no vote shall be
cast or counted at any meeting in respect of any Security challenged as not
Outstanding and ruled by the chairman of the meeting to be not
Outstanding.  The chairman of the meeting
shall have no right to vote, except as a Holder of a Security of such series or
proxy. 




 




(d)                                 Any meeting of
Holders of Securities of any series duly called pursuant to Section 1502
at which a quorum is present may be adjourned from time to time by the Chairman
with consent of the Holders entitled to vote a majority in principal amount of
the Outstanding Securities of such series represented at the meeting and voting
thereon; and the meeting may be held as so adjourned without further notice. 




 




SECTION 1506.                               Counting Votes and Recording Action
of Meetings. 




 




The vote upon any resolution submitted to any meeting
of Holders of Securities of any series shall be by written ballots on which
shall be subscribed the signatures of the Holders of Securities of such series
or of their representatives by proxy and the principal amounts and serial
numbers of the Outstanding Securities of such series held or represented by them.  The permanent chairman of the meeting shall
appoint two inspectors of votes who shall count all votes cast at the meeting
for or against any resolution and who shall make and file with the secretary of
the meeting their verified written reports in duplicate of all votes cast at
the meeting.  A record, at least in
duplicate, of the proceedings of each meeting of Holders of Securities of any
series shall be prepared by the secretary of the meeting and there shall be
attached to said record the original reports of the inspectors of votes on any
vote by ballot taken thereat and affidavits by one or more persons having
knowledge of the facts setting forth a copy of the notice of the meeting and
showing that said notice was given as provided in Section 1502 and, if
applicable, Section 1504.  Each copy
shall be signed and verified by the affidavits of the permanent chairman and
secretary of the meeting and one such copy shall be delivered to the Company,
and another to the Trustee to be preserved by the Trustee, the latter to have
attached thereto the  




 


90

















 




ballots voted at
the meeting.  Any record so signed and
verified shall be conclusive evidence of the matters therein stated. 




 




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





 




*    *    *   
*    * 




 


91

















 




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




 




	
   

  	
  HYDROGENICS
  CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  ,

  
	
   

  	
  as Trustee

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  





 


92

















 




EXHIBIT A 




 




FORMS OF CERTIFICATION 




 




EXHIBIT A-1 




 




FORM OF CERTIFICATE TO BE GIVEN BY 






PERSON ENTITLED TO RECEIVE BEARER SECURITY 






OR TO OBTAIN INTEREST PAYABLE PRIOR 






TO THE EXCHANGE DATE 




 




CERTIFICATE 




 




HYDROGENICS CORPORATION 






·% Notes due ·  




 




This is to certify that as of the date hereof, and
except as set forth below, the above-captioned Securities held by you for our
account (i) are owned by any person(s) that is not a citizen or resident
of the United States; a corporation or partnership (including any entity
treated as a corporation or partnership for United States federal income tax
purposes) created or organized in or under the laws of the United States, any
state thereof or the District of Columbia unless, in the case of a partnership,
Treasury Regulations provide otherwise; any estate whose income is subject to
United States federal income tax regardless of its source or; a trust if (A) a
United States court can exercise primary supervision over the trust’s
administration and one of more United States persons are authorized to control
all substantial decisions of the trust or (B) a trust in existence on August 20,
1996, and treated as a United States person before this date that timely
elected to continue to be treated as a United States person (“United States persons(s)”), (ii) are
owned by United States person(s) that are (a) foreign branches of
United States financial institutions (financial institutions, as defined in
United States Treasury Regulation Section 1.165-12(c)(1)(iv) are
herein referred to as “financial institutions”)
purchasing for their own account or for resale, or (b) United States
person(s) who acquired the Securities through foreign branches of United
States financial institutions and who hold the Securities through such United
States financial institutions on the date hereof (and in either case (a) or
(b), each such United States financial institution hereby agrees, on its own
behalf or through its agent, that you may advise Hydrogenics Corporation or its
agent that such financial institution will comply with the requirements of Section 165(j)(3)(A),
(B) or (C) of the United States Internal Revenue Code of 1986, as
amended, and the regulations thereunder), or (iii) are owned by United
States or foreign financial institution(s) for purposes of resale during
the restricted period (as defined in United States Treasury Regulation Section 1.163-5(c)(2)(i)(D)(7)),
and, in addition, if the owner is a United States or foreign financial
institution described in clause (iii) above (whether or not also
described in clause (i) or (ii)), this is to further certify that such
financial institution has not acquired the Securities for purposes of resale
directly or indirectly to a United States person or to a person within the
United States or its possessions. 




 


A-1-1

















 




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




 




We undertake to advise you promptly by tested telex on
or prior to the date on which you intend to submit your certification relating
to the above-captioned Securities held by you for our account in accordance
with your operating procedures if any applicable statement herein is not
correct on such date, and in the absence of any such notification it may be
assumed that this certification applies as of such date. 




 




This certificate excepts and does not relate to U.S.$· of
such interest in the above-captioned Securities in respect of which we are not
able to certify and as to which we understand an exchange for an interest in a
permanent global security or an exchange for and delivery of definitive
Securities (or, if relevant, collection of any interest) cannot be made until
we do so certify. 




 




We understand that this certificate may be required in
connection with certain tax legislation in the United States.  If administrative or legal proceedings are
commenced or threatened in connection with which this certificate is or would
be relevant, we irrevocably authorize you to produce this certificate or a copy
thereof to any interested party in such proceedings. 




 




Dated: ·  




 




[To
be dated no earlier than the 15th 






day
prior to (i) the Exchange Date or (ii) the 






relevant
Interest Payment Date occurring 






prior
to the Exchange Date, applicable] 






	
   

  	
  [Name
  of Person Making Certification]

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  





 


A-1-2

















 




EXHIBIT A-2 




 




FORM OF CERTIFICATE TO BE GIVEN BY EUROCLEAR AND
CLEARSTREAM 






IN CONNECTION WITH THE EXCHANGE OF A PORTION OF A 






TEMPORARY GLOBAL SECURITY OR TO OBTAIN INTEREST 






PAYABLE PRIOR TO THE EXCHANGE DATE 




 




CERTIFICATE 




 




HYDROGENICS CORPORATION 






·% Notes due ·  




 




This is to certify that based solely on written
certifications that we have received in writing, by tested telex or by
electronic transmission from each of the persons appearing in our records as
persons entitled to a portion of the principal amount set forth below (our “Member Organizations”) substantially in the
form attached hereto, as of the date hereof, U.S.$·
principal amount of the above-captioned Securities (i) is owned by any
person(s) that is not a citizen or resident of the United States; a
corporation or partnership (including any entity treated as a corporation or
partnership for United States federal income tax purposes) created or organized
in or under the laws of the United States, any state thereof or the District of
Columbia unless, in the case of a partnership, Treasury Regulations provide
otherwise; any estate whose income is subject to United States federal income
tax regardless of its source or; a trust if (A) a United States court can
exercise primary supervision over the trust’s administration and one of more
United States persons are authorized to control all substantial decisions of
the trust or (B) a trust in existence on August 20, 1996, and treated
as a United States person before this date that timely elected to continue to
be treated as a United States person (“United
States person(s)”), (ii) is owned by United States person(s) that
are (a) foreign branches of United States financial institutions
(financial institutions, as defined in U.S. Treasury Regulation Section 1.165-12(c)(1)(iv) are
herein referred to as “financial institutions”)
purchasing for their own account or for resale, or (b) United States
person(s) who acquired the Securities through foreign branches of United
States financial institutions and who hold the Securities through such United
States financial institutions on the date hereof (and in either case (a) or
(b), each such financial institution has agreed, on its own behalf or through
its agent, that we may advise Hydrogenics Corporation or its agent that such
financial institution will comply with the requirements of Section 165(j)(3)(A),
(B) or (C) of the Internal Revenue Code of 1986, as amended, and the
regulations thereunder), or (iii) is owned by United States or foreign
financial institution(s) for purposes of resale during the restricted
period (as defined in United States Treasury Regulation Section 1.163-5(c)(2)(i)(D)(7))
and, to the further effect, that financial institutions described in clause (iii) above
(whether or not also described in clause (i) or (ii)) have certified
that they have not acquired the Securities for purposes of resale directly or
indirectly to a United States person or to a person within the United States or
its possessions. 




 


A-2-1

















 




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




 




We further certify that (i) we are not making
available herewith for exchange (or, if relevant, collection of any interest)
any portion of the temporary global Security representing the above-captioned
Securities excepted in the above-referenced certificates of Member
Organizations and (ii) as of the date hereof we have not received any
notification from any of our Member Organizations to the effect that the
statements made by such Member Organizations with respect to any portion of the
part submitted herewith for exchange (or, if relevant, collection of any
interest) are no longer true and cannot be relied upon as of the date hereof. 




 




We understand that this certification is required in
connection with certain tax legislation in the United States.  If administrative or legal proceedings are
commenced or threatened in connection with which this certificate is or would
be relevant, we irrevocably authorize you to produce this certificate or a copy
thereof to any interested party in such proceedings. 




 




Dated: ·  




 




[To
be dated no earlier than the 15th 






day
prior to (i) the Exchange Date or (ii) the 






relevant
Interest Payment Date occurring 






prior
to the Exchange Date, applicable] 




 




	
   

  	
  [EUROCLEAR
  BANK]

  
	
   

  	
  [CLEARSTREAM
  BANKING]

  
	
   

  	
   

  
	
   

  	
  By

  	
   

  





 


A-2-2