Unassociated Document


    
 

    EXHIBIT 4.5

     

    WINTHROP
REALTY TRUST

     

    TO

     

    [Name
of Indenture Trustee]

     

    Indenture
Trustee

     

    Indenture

     

    Dated
as of             
   ,        

     

    Debt
Securities

     

    
      
         

      

      
        EXHIBIT
A-1

        
          

        

      

      
         

      

    

     

    CROSS-REFERENCE
TABLE*

     

    
      	
              Trust
      Indenture

            	 
      	 
      
	
              Act
      Section

            	 
      	
              Indenture
      Section

            
	 
      	 
      	 
      
	
              310(a)(1)

            	 
      	 
      	
              6.07

            
	
              (a)(2)

            	 
      	 
      	
              6.07

            
	
              (a)(3)

            	 
      	 
      	
              N.A.

            
	
              (a)(4)

            	 
      	 
      	
              N.A.

            
	
              (a)(5)

            	 
      	 
      	
              6.07

            
	
              (b)

            	 
      	 
      	
              6.04,
      6.07, 6.08

            
	
              (c)

            	 
      	 
      	
              N.A.

            
	
              311(a)

            	 
      	 
      	
              6.04

            
	
              311(b)

            	 
      	 
      	
              6.04

            
	
              311(c)

            	 
      	 
      	
              N.A.

            
	
              312(a)

            	 
      	 
      	
              7.04

            
	
              (b)

            	 
      	 
      	
              7.01

            
	
              (c)

            	 
      	 
      	
              7.01

            
	
              313(a)

            	 
      	 
      	
              7.02

            
	
              (b)

            	 
      	 
      	
              7.02

            
	
              (c)

            	 
      	 
      	
              7.02

            
	
              (d)

            	 
      	 
      	
              7.02

            
	
              314(a)

            	 
      	 
      	
              7.03,
      10.09

            
	
              (b)

            	 
      	 
      	
              N.A.

            
	
              (c)(1)

            	 
      	 
      	
              1.02

            
	
              (c)(2)

            	 
      	 
      	
              1.02

            
	
              (c)(3)

            	 
      	 
      	
              N.A.

            
	
              (d)

            	 
      	 
      	
              N.A.

            
	
              (e)

            	 
      	 
      	
              1.02

            
	
              (f)

            	 
      	 
      	
              N.A.

            
	
              315(a)

            	 
      	 
      	
              3.03,
      6.02

            
	
              (b)

            	 
      	 
      	
              6.01,
      6.02

            
	
              (c)

            	 
      	 
      	
              6.02

            
	
              (d)

            	 
      	 
      	
              6.02

            
	
              (e)

            	 
      	 
      	
              5.15

            
	
              316(a) (last
      sentence)

            	 
      	 
      	
              1.01
      (Outstanding)

            
	
              (a)(1)(A)

            	 
      	 
      	
              5.02,
      5.12

            
	
              (a)(1)(B)

            	 
      	 
      	
              5.13

            
	
              (a)(2)

            	 
      	 
      	
              N.A.

            
	
              (b)

            	 
      	 
      	
              5.08

            
	
              (c)

            	 
      	 
      	
              1.04

            
	
              317(a)(1)

            	 
      	 
      	
              5.03

            
	
              (a)(2)

            	 
      	 
      	
              5.04

            
	
              (b)

            	 
      	 
      	
              10.03

            
	
              318(a)

            	 
      	 
      	
              1.11

            
	
              318(b)

            	 
      	 
      	
              N.A.

            
	
              318(c)

            	 
      	 
      	
              1.11

            


    

     

    ____________

     

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

     

    N.A. mean
not applicable.

     

    
      
         

      

      
        EXHIBIT
A-2

        
          

        

      

      
         

      

    

     

    Attention
should also be directed to Section 318(c) of the Trust Indenture Act,
which provides that the provisions of Sections 310 to and including 317 of the
Trust Indenture Act are a part of and govern every qualified indenture, whether
or not physically contained therein.

     

    
      
         

      

      
        EXHIBIT
A-3

        
          

        

      

      
         

      

    

     

    TABLE
OF CONTENTS

     

    
      
        	 
      	 
      	 
	
                ARTICLE
      I

              	
                DEFINITIONS
      AND OTHER PROVISIONS OF GENERAL APPLICATION

              	 
	
                Section
      1.01.

              	
                Definitions

              	 
	
                Section
      1.02.

              	
                Compliance
      Certificates and Opinions

              	 
	
                Section
      1.03.

              	
                Form
      of Documents Delivered to Indenture Trustee

              	 
	
                Section
      1.04.

              	
                Acts
      of Holders

              	 
	
                Section
      1.05.

              	
                Notices,
      Etc., to Indenture Trustee and Company

              	 
	
                Section
      1.06.

              	
                Notice
      to Holders; Waivers

              	 
	
                Section
      1.07.

              	
                Counterparts:
      Effect of Headings and Table of Contents

              	 
	
                Section
      1.08.

              	
                Successors
      and Assigns

              	 
	
                Section
      1.09.

              	
                Severability
      Clause

              	 
	
                Section
      1.10.

              	
                Benefits
      of Indenture

              	 
	
                Section
      1.11.

              	
                Governing
      Law

              	 
	
                Section
      1.12.

              	
                Legal
      Holidays

              	 
	
                Section
      1.13.

              	
                Immunity
      of Shareholders, Trustees, Officers and Agents of the
    Company

              	 
	
                Section
      1.14.

              	
                Incorporation
      by Reference of Trust Indenture Act; Conflict with Trust Indenture
      Act

              	 
	 
      	 
      	 
	
                ARTICLE
      II

              	
                SECURITIES
      FORMS

              	 
	
                Section
      2.01.

              	
                Forms
      of Securities

              	 
	
                Section
      2.02.

              	
                Form
      of Indenture Trustee’s Certificate of Authentication

              	 
	
                Section
      2.03.

              	
                Securities
      Issuable in Global Form

              	 
	 
      	 
      	 
	
                ARTICLE
      III

              	
                THE
      SECURITIES

              	 
	
                Section
      3.01.

              	
                Amount
      Unlimited; Issuable in Series

              	 
	
                Section
      3.02.

              	
                Denominations

              	 
	
                Section
      3.03.

              	
                Execution,
      Authentication, Delivery and Dating

              	 
	
                Section
      3.04.

              	
                Temporary
      Securities

              	 
	
                Section
      3.05.

              	
                Registration,
      Registration of Transfer and Exchange

              	 
	
                Section
      3.06.

              	
                Mutilated,
      Destroyed, Lost and Stolen Securities

              	 
	
                Section
      3.07.

              	
                Payment
      of Interest: Interest Rights Preserved

              	 
	
                Section
      3.08.

              	
                Persons
      Deemed Owners

              	 
	
                Section
      3.09.

              	
                Cancellation

              	 
	
                Section
      3.10.

              	
                Computation
      of Interest

              	 
	 
      	 
      	 
	
                ARTICLE
      IV

              	
                SATISFACTION
      AND DISCHARGE

              	 
	
                Section
      4.01.

              	
                Satisfaction
      and Discharge of Indenture

              	 
	
                Section
      4.02.

              	
                Application
      of Trust Funds

              	 
	 
      	 
      	 
	
                ARTICLE
      V

              	
                REMEDIES

              	 
	
                Section
      5.01.

              	
                Events
      of Default

              	 
	
                Section
      5.02.

              	
                Acceleration
      of Maturity: Rescission and Annulment

              	 
	
                Section
      5.03.

              	
                Collection
      of Indebtedness and Suits for Enforcement by Indenture
    Trustee

              	 
	
                Section
      5.04.

              	
                Indenture
      Trustee May File Proofs of Claim

              	 
	
                Section
      5.05.

              	
                Indenture
      Trustee May Enforce Claims Without Possession of Securities or
      Coupons

              	 
	
                Section
      5.06.

              	
                Application
      of Money Collected

              	 
	
                Section
      5.07.

              	
                Limitation
      on Suits

              	 
	
                Section
      5.08.

              	
                Unconditional
      Right of Holders to Receive Principal, Premium, if any, Interest and
      Additional Amounts

              	 
	
                Section
      5.09.

              	
                Restoration
      of Rights and Remedies

              	 
	
                Section
      5.10.

              	
                Rights
      and Remedies Cumulative

              	 
	
                Section
      5.11.

              	
                Delay
      or Omission Not Waiver

              	 
	
                Section
      5.12.

              	
                Control
      by Holders of Securities

              	 
	
                Section
      5.13.

              	
                Waiver
      of Past Defaults

              	 
	
                Section
      5.14.

              	
                Waiver
      of Usury, Stay or Extension Laws

              	 


      

       

      
        
           

        

        
          EXHIBIT
A-4

          
            

          

        

        
           

        

      

       

      
        	
                Section
      5.15.

              	
                Undertaking
      for Costs

              	 
	 
      	 
      	 
	
                ARTICLE
      VI

              	
                THE
      INDENTURE TRUSTEE

              	 
	
                Section
      6.01.

              	
                Notice
      of Defaults

              	 
	
                Section
      6.02.

              	
                Certain
      Rights of Indenture Trustee

              	 
	
                Section
      6.03.

              	
                Not
      Responsible for Recitals or Issuance of Securities

              	 
	
                Section
      6.04.

              	
                May
      Hold Securities

              	 
	
                Section
      6.05.

              	
                Money
      Held in Trust

              	 
	
                Section
      6.06.

              	
                Compensation
      and Reimbursement

              	 
	
                Section
      6.07.

              	
                Corporate
      Indenture Trustee Required; Eligibility; Conflicting
      Interests.

              	 
	
                Section
      6.08.

              	
                Resignation
      and Removal; Appointment of Successor

              	 
	
                Section
      6.09.

              	
                Acceptance
      of Appointment by Successor

              	 
	
                Section
      6.10.

              	
                Merger,
      Conversion, Consolidation or Succession to Business

              	 
	
                Section
      6.11.

              	
                Appointment
      of Authenticating Agent

              	 
	 
      	 
      	 
	
                ARTICLE
      VII

              	
                HOLDERS’
      LISTS AND REPORTS BY INDENTURE TRUSTEE AND COMPANY

              	 
	
                Section
      7.01.

              	
                Disclosure
      of Names and Addresses of Holders

              	 
	
                Section
      7.02.

              	
                Reports
      by Indenture Trustee

              	 
	
                Section
      7.03.

              	
                Reports
      by Company

              	 
	
                Section
      7.04.

              	
                Company
      to Furnish Indenture Trustee Names and Addresses of
Holders

              	 
	 
      	 
      	 
	
                ARTICLE
      VIII

              	
                 CONSOLIDATION,
      MERGER, SALE, LEASE OR CONVEYANCE

              	 
	
                Section
      8.01.

              	
                Consolidations
      and Mergers of Company and Sales, Leases and Conveyances Permitted Subject
      to Certain Conditions

              	 
	
                Section
      8.02.

              	
                Rights
      and Duties of Successor Corporation

              	 
	
                Section
      8.03.

              	
                Officers’
      Certificate and Opinion of Counsel

              	 
	 
      	 
      	 
	 
      	 
      	 
	
                ARTICLE
      IX

              	
                SUPPLEMENTAL
      INDENTURES

              	 
	
                Section
      9.01.

              	
                Supplemental
      Indentures Without Consent of Holders

              	 
	
                Section
      9.02.

              	
                Supplemental
      Indentures with Consent of Holders

              	 
	
                Section
      9.03.

              	
                Execution
      of Supplemental Indentures

              	 
	
                Section
      9.04.

              	
                Effect
      of Supplemental Indentures

              	 
	
                Section
      9.05.

              	
                Conformity
      with Trust Indenture Act

              	 
	
                Section
      9.06.

              	
                Reference
      in Securities to Supplemental Indentures

              	 
	 
      	 
      	 
	
                ARTICLE
      X

              	
                COVENANTS

              	 
	
                Section
      10.01.

              	
                Payment
      of Principal, Premium, if any; Interest and Additional
    Amounts

              	 
	
                Section
      10.02.

              	
                Maintenance
      of Office or Agency

              	 
	
                Section
      10.03.

              	
                Money
      for Securities Payments to Be Held in Trust

              	 
	
                Section
      10.04.

              	
                Existence

              	 
	
                Section
      10.05.

              	
                Maintenance
      of Properties

              	 
	
                Section
      10.06.

              	
                Insurance

              	 
	
                Section
      10.07.

              	
                Payment
      of Taxes and Other Claims

              	 
	
                Section
      10.08.

              	
                Provision
      of Financial Information

              	 
	
                Section
      10.09.

              	
                Statement
      as to Compliance

              	 
	
                Section
      10.10.

              	
                Additional
      Amounts

              	 
	
                Section
      10.11.

              	
                Waiver
      of Certain Covenants

              	 
	 
      	 
      	 
	
                ARTICLE
      XI

              	
                REDEMPTION
      OF SECURITIES

              	 
	
                Section
      11.01.

              	
                Applicability
      of Article

              	 
	
                Section
      11.02.

              	
                Election
      to Redeem; Notice to Indenture Trustee

              	 
	
                Section
      11.03.

              	
                Selection
      by Indenture Trustee of Securities to Be Redeemed

              	 
	
                Section
      11.04.

              	
                Notice
      of Redemption

              	 
	
                Section
      11.05.

              	
                Deposit
      of Redemption Price

              	 
	
                Section
      11.06.

              	
                Securities
      Payable on Redemption Date

              	 
	
                Section
      11.07.

              	
                Securities
      Redeemed in Part

              	 


      

       

      
        
           

        

        
          EXHIBIT
A-5

          
            

          

        

        
           

        

      

      
        	 
      	 
      	 
	
                ARTICLE
      XII

              	
                SINKING
      FUNDS

              	 
	
                Section
      12.01.

              	
                Applicability
      of Article

              	 
	
                Section
      12.02.

              	
                Satisfaction
      of Sinking Fund Payments with Securities

              	 
	
                Section
      12.03.

              	
                Redemption
      of Securities for Sinking Fund

              	 
	 
      	 
      	 
	
                ARTICLE
      XIII

              	
                REPAYMENT
      AT THE OPTION OF HOLDERS

              	 
	
                Section
      13.01.

              	
                Applicability
      of Article

              	 
	
                Section
      13.02.

              	
                Repayment
      of Securities

              	 
	
                Section
      13.03.

              	
                Exercise
      of Option

              	 
	
                Section
      13.04.

              	
                When
      Securities Presented for Repayment Become Due and Payable

              	 
	
                Section
      13.05.

              	
                Securities
      Repaid in Part

              	 
	 
      	 
      	 
	 
      	 
      	 
	
                ARTICLE
      XIV

              	
                DEFEASANCE
      AND COVENANT DEFEASANCE

              	 
	
                Section
      14.01.

              	
                Applicability
      of Article; Company’s Option to Effect Defeasance or Covenant
      Defeasance

              	 
	
                Section
      14.02.

              	
                Defeasance
      and Discharge

              	 
	
                Section
      14.03.

              	
                Covenant
      Defeasance

              	 
	
                Section
      14.04.

              	
                Conditions
      to Defeasance or Covenant Defeasance

              	 
	
                Section
      14.05.

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

              	 
	 
      	 
      	 
	
                ARTICLE
      XV

              	
                MEETINGS
      OF HOLDERS OF SECURITIES

              	 
	
                Section
      15.01.

              	
                Purposes
      for Which Meetings May Be Called

              	 
	
                Section
      15.02.

              	
                Call,
      Notice and Place of Meetings

              	 
	
                Section
      15.03.

              	
                Persons
      Entitled to Vote at Meetings

              	 
	
                Section
      15.04.

              	
                Quorum;
      Action

              	 
	
                Section
      15.05.

              	
                Determination
      of Voting Rights; Conduct and Adjournment of Meetings

              	 
	
                Section
      15.06.

              	
                Counting
      Votes and Recording Action of Meetings

              	 


      

         

    

    
      
         

      

      
        EXHIBIT
A-6

        
          

        

      

      
         

      

    

     

    INDENTURE
, dated as of
             ,
  , between WINTHROP REALTY TRUST, an unincorporated association in
the form of a business trust organized under the laws of the State of Ohio
(hereinafter called the “Company”), having its principal office at 7 Bulfinch
Place, Suite 500, Boston, Massachusetts  02114, and [NAME OF INDENTURE
TRUSTEE], a corporation organized under the laws of
              
as Indenture Trustee hereunder (hereinafter called the “Indenture Trustee”),
having its Corporate Trust Office at
                   .

     

    RECITALS
OF THE COMPANY

     

    The
Company deems it necessary to issue from time to time for its lawful purposes
debt securities (hereinafter called the “Securities”) evidencing its
indebtedness, and has duly authorized the execution and delivery of this
Indenture to provide for the issuance from time to time of the Securities, to be
issued in one or more Series as provided in this Indenture.

     

    This
Indenture is subject to the provisions of the Trust Indenture Act of 1939, as
amended, that are deemed to be incorporated into this Indenture and shall, to
the extent applicable, be governed by such provisions.

     

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

     

    NOW,
THEREFORE, THIS INDENTURE WITNESSETH:

     

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

     

    
      
         

      

      
        EXHIBIT
A-7

        
          

        

      

      
         

      

    

     

    ARTICLE I

     

    DEFINITIONS AND OTHER
PROVISIONS OF GENERAL APPLICATION

     

     TABLE OF CONTENTS

     

    Section 1.01.                         
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 TIA (as defined), 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 TIA;

     

    (3) all accounting terms not otherwise defined herein have
the meanings assigned to them in accordance with GAAP; 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.

     

    “ Act,” when used with respect
to any Holder, has the meaning specified in Section 1.04.

     

    “Additional Amounts” means any
additional amounts which are required by a Security or by or pursuant to a Board
Resolution, under circumstances specified therein, to be paid by the Company in
respect of certain taxes imposed on certain Holders and which are owing to such
Holders.

     

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

     

    “Authenticating Agent” means
any Person authorized by the Indenture Trustee pursuant to Section 6.11
hereof to act on behalf of the Indenture Trustee to authenticate
Securities.

     

    “Authorized Newspaper” means a
newspaper, printed 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.  Whenever successive publications are
required to be made in Authorized Newspapers, the successive publications may be
made in the same or in different Authorized Newspapers in the same city meeting
the foregoing requirements and in each case on any Business Day.

     

    “Bankruptcy Law” has the
meaning specified in Section 5.01.

     

    “Bearer Security” means any
Security established pursuant to Section 2.01 which is payable to
bearer.

     

    “Board of Trustees” means the
board of trustees of the Company or any committee of that board duly authorized
to act hereunder.

     

    “Board Resolution” means a copy
of a resolution certified by the Secretary or an Assistant Secretary of the
Company to have been duly adopted by the Board of Trustees or a duly appointed
committee thereof and to be in full force and effect on the date of such
certification, and delivered to the Indenture Trustee.

     

    “Business Day,” when used with
respect to any Place of Payment or any other particular location referred to in
this Indenture or in the Securities, means, unless otherwise specified with
respect to any Securities pursuant to Section 3.01, any day, other than a
Saturday or Sunday, that is not a day on which banking institutions in that
Place of Payment or particular location are authorized or required by law,
regulation or executive order to close.

     

    
      
         

      

      
        EXHIBIT
A-8

        
          

        

      

      
         

      

    

     

    “CEDEL”
means Centrale de Livraison de Valeurs Mobilieres, S.A., or its
successor.

     

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

     

    “Common Shares” means, with
respect to any Person, all shares of capital stock or beneficial interest, as
applicable, issued by such Person other than Preferred Stock or Preferred
Shares, as applicable, or Excess Stock or Excess Shares, as
applicable.

     

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

     

    “Company Request” and “Company Order”
mean, respectively, a written request or order signed in the name of the Company
by its Chairman of the Board, President or a Vice President, and by its
Treasurer, an Assistant Treasurer, the Secretary or an Assistant Secretary, of
the Company, and delivered to the Indenture Trustee.

     

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

     

    “Corporate Trust Office” means
the office of the Indenture Trustee at which, by any particular time, its
corporate trust business shall be principally administered, which office at the
date hereof is located at
              .

     

    “corporation” includes corporations,
associations, limited liability companies, partnerships, trusts, business
trusts, statutory trusts and real estate investment trusts.

     

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

     

    “Custodian” has the meaning
specified in Section 5.01.

     

    “Defaulted Interest” has the meaning
specified in Section 3.07.

     

    “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.

     

    “DTC” has the meaning
specified in Section 3.04.

     

    “ECU” means the European
Currency Unit as defined and revised from time to time by the Council of the
European Communities.

     

    “Euroclear” means Morgan
Guaranty Trust Company of New York, Brussels office, or its successor as
operator of the Euroclear System.

     

    “European
Communities” means the European
Economic Community, the European Coal and Steel Community and the European
Atomic Energy Community.

     

    “European Monetary System” means the European
Monetary System established by the Resolution of December 5, 1978 of the
Council of the European Communities.

     

    “Event of Default” has the
meaning specified in Section 5.01.

     

    
      
         

      

      
        EXHIBIT
A-9

        
          

        

      

      
         

      

    

     

    “Foreign Currency” means any currency,
currency unit or composite currency, including, without limitation, the ECU
issued by the government of one or more countries other than the United States
of America or by any recognized confederation or association of such
governments.

     

    “GAAP” means generally accepted
accounting principles, as in effect from time to time, as used in the United
States applied on a consistent basis.

     

    “Global Security” means a Security
evidencing all or a part of a series of Securities issued to and registered in
the name of the depositary for such series, or its nominee, in accordance with
Section 3.05, and bearing the legend prescribed in
Section 2.03.

     

    “Government Obligations” means
securities which are (i) direct obligations of the United States of America
or the government which issued the Foreign Currency in which the Securities of a
particular series are payable, for the payment of which its full faith and
credit is pledged or (ii) obligations of a Person controlled or supervised
by and acting as an agency or instrumentality of the United States of America or
such government which issued the Foreign Currency in which the Securities of
such series are payable, the payment of which is unconditionally guaranteed as a
full faith and credit obligation by the United States of America or such other
government, which, in either case, 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 on or principal of
the Government Obligation evidenced by such depository
receipt. 

     

    “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 or as it may be supplemented or amended from
time to time 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 3.01; provided,
however, that, if at any time more than one Person is acting as Indenture
Trustee under this instrument, “Indenture” shall mean, with respect to any one
or more series of Securities for which such Person is Indenture Trustee, this
instrument as originally executed or as it may be supplemented or amended from
time to time by one or more indentures supplemental hereto entered into pursuant
to the applicable provisions hereof and shall include the terms of the or those
particular series of Securities for which such Person is
Indenture Trustee established as contemplated by Section 3.01, exclusive,
however, of any provisions or terms which relate solely to other series of
Securities for which such Person is Indenture Trustee, regardless of when such
terms or provisions were adopted, and exclusive of any provision or terms
adopted by means of one or more indentures supplemental hereto executed and
delivered after such Person had become such Indenture Trustee but to which such
Person, as such Indenture 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, shall mean interest payable after Maturity, and, when used
with respect to a Security which provides for the payment of Additional Amounts
pursuant to Section 10.10, includes such Additional Amounts.

     

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

     

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

     

    
      
         

      

      
        EXHIBIT
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    “Officers’ Certificate” means a certificate
signed by the Chairman of the Board of Trustees, the President or a Vice
President and by the Treasurer, an Assistant Treasurer, the Secretary or an
Assistant Secretary of the Company, and delivered to the Indenture
Trustee.

     

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

     

    “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 5.02.

     

    “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 Indenture Trustee or delivered to the Indenture
Trustee for cancellation;

     

    (ii) Securities,
or portions thereof, for whose payment or redemption (including repayment at the
option of the Holder) money in the necessary amount has been theretofore
deposited with the Indenture 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, however, that, if such
Securities are to be redeemed, notice of such redemption has been duly given
pursuant to this Indenture or provision therefor satisfactory to the Indenture
Trustee has been made;

     

    (iii) Securities, except to the extent provided in Sections
14.02 and 14.03, with respect to which the Company has effected defeasance
and/or covenant defeasance as provided in Article XIV;

     

    (iv) Securities
which have been paid pursuant to Section 3.06 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 Indenture Trustee proof satisfactory to it that such
Securities are held by a protected purchaser in whose hands such Securities are
valid obligations of the Company; and

     

    (v) Securities
converted into Common Shares or Preferred Shares pursuant to or in accordance
with this Indenture if the terms of such Securities provide for convertibility
pursuant to Section 3.01;

     

    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 TIA Section 3.03, (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 5.02, (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 pursuant to
Section 3.01 as of the date such Security is originally issued by the
Company, 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 3.01, 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 Indenture 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 the
Indenture Trustee knows to be owned shall be so disregarded. Securities owned as
provided in clause (iv) above which have been pledged in good faith may be
regarded as Outstanding if the pledgee establishes to the reasonable
satisfaction of the Indenture Trustee the pledgee’s right so to act with respect
to such Securities and that the pledgee is not the Company or any other obligor
upon the Securities or any Affiliate of the Company or of such other obligor. In
case of a dispute as to such right, the advice of counsel shall be full
protection in respect of any decision made by the Indenture Trustee in
accordance with such advice.

     

    
      
         

      

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

     

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

     

    “Place of
Payment,” when used with respect to the Securities of or within any
series, means the place or places where the principal of (and premium, if any)
and interest on such Securities are payable as specified as contemplated by
Sections 3.01 and 10.02. 

     

    “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 3.06 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.

     

    “Preferred Shares” means, with respect to
any Person, all shares of beneficial interest or capital stock, as applicable,
issued by such Person that is entitled to a preference or priority over any
other shares of beneficial interest or capital stock, as applicable, issued by
such Person with respect to any distribution of such Person’s assets, whether by
dividend or upon any voluntary or involuntary liquidation, dissolution or
winding up.

     

    “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“ shall
mean any Security which is 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 specified for that purpose as contemplated by
Section 3.01, whether or not a Business Day.

     

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

     

    “Responsible Officer,” when
used with respect to the Indenture Trustee, means the chairman or vice-chairman
of the board of directors, the chairman or vice-chairman of the executive
committee of the board of directors, the president, any vice president (whether
or not designated by a number or a word or words added before or after the title
“vice president”), assistant cashier, any financial services officer or
assistant financial services officer, the controller or any other officer of the
Indenture 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 such officer’s knowledge and familiarity with the particular
subject.

     

    
      
         

      

      
        EXHIBIT
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    “Security” has the meaning stated
in the first recital of this Indenture and, more particularly, means any
Security or Securities authenticated and delivered under this Indenture; provided, however, that, if at any time there is more than one
Person acting as Indenture Trustee under this Indenture, “Securities” with
respect to the Indenture as to which such Person is Indenture Trustee shall have
the meaning stated in the first recital of this Indenture and shall more
particularly mean Securities authenticated and delivered under this Indenture,
exclusive, however, of Securities of any series as to which such Person is not
Indenture Trustee.

     

    “Security Register” and “Security Registrar” have the respective
meanings specified in Section 3.05.

     

    “Significant Subsidiary” means
any Subsidiary which is a “significant subsidiary” (as defined in
Article I, Rule 1-02 of Regulation S-X, promulgated under the
Securities Act of 1933) of the Company.

     

    “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 Indenture Trustee pursuant to the
provisions of Section 3.07.

     

    “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.

     

    “Subsidiary” means a corporation a
majority of the outstanding voting equity securities of which is owned, directly
or indirectly, by the Company or by one or more other Subsidiaries of the
Company. For the purposes of this definition, “equity securities” means stock or
shares having voting power for the election of directors or trustees, as
applicable, whether at all times or only so long as no senior class of stock or
shares has such voting power by reason of any contingency.

     

    “Trust Indenture Act” or “TIA” means the Trust
Indenture Act of 1939, as amended and as in force at the date as of which this
Indenture was executed, except as provided in Section 9.05.

     

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

     

    “United States” means, unless otherwise
specified with respect to any Securities pursuant to Section 3.01, the
United States of America (including the states and the District of Columbia),
its territories, its possessions and other areas subject to its
jurisdiction.

     

    “United States Person” means, unless otherwise
specified with respect to any Securities pursuant to Section 3.01, an
individual who is a citizen or resident of the United States, a corporation,
partnership or other entity created or organized in or under the laws of the
United States or an estate or trust the income of which is subject to United
States Federal income taxation regardless of its source.

     

    “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 1.02.                         
Compliance
Certificates and Opinions.

     

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

     

    
      
         

      

      
        EXHIBIT
A-13

        
          

        

      

      
         

      

    

     

    Every
certificate or opinion with respect to compliance with a condition or covenant
provided for in this Indenture (including certificates delivered pursuant to
Section 10.09) shall include:

     

    (1) a
statement that each individual signing such certificate or opinion has read such
condition or covenant 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 condition or covenant has been
complied with; and

     

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

     

    Section 1.03.                         
Form of
Documents Delivered to Indenture Trustee.

     

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

     

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

     

    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 1.04 .                        
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 Securities
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 XV, 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 Indenture 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
Indenture Trustee and the Company and any agent of the Indenture Trustee or the
Company, if made in the manner provided in this Section 1.04. The record of
any meeting of Holders of Securities shall be proved in the manner provided in
Section 15.06.

     

    
      
         

      

      
        EXHIBIT
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    (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
acknowledgements of deeds, certifying that the individual signing such
instrument or writing acknowledged to him the execution thereof. Where such
execution is by a signer acting in a capacity other than his individual
capacity, such certificate or affidavit shall also constitute sufficient proof
of his authority. The fact and date of the execution of any such instrument or
writing, or the authority of the Person executing the same, may also be proved
in any other reasonable manner which the Indenture Trustee deems
sufficient.

     

    (c)           The
ownership of Registered Securities shall be proved by the Security Register. As
to any matter relating to beneficial ownership interests in any Global Security,
the appropriate depository’s records shall be dispositive for purposes of this
Indenture.

     

    (d)           The
ownership of Bearer Securities may be proved by the production of such Bearer
Securities or by a certificate executed, as depository, by any trust company,
bank, banker or other depository, wherever situated, if such certificate shall
be deemed by the Indenture Trustee to be satisfactory, showing
that at the date therein mentioned such Person had on deposit with such
depository, 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 Indenture
Trustee to be satisfactory. The Indenture 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
Indenture 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 ownership of Bearer Securities may also
be proved in any other manner which the Indenture Trustee deems
sufficient.

     

    (e)           If
the Company shall solicit from the Holders of Registered Securities any request,
demand, authorization, direction, notice, consent or waiver or other Act, the
Company may, at its option, in 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, but the
Company shall have no obligation to do so. Notwithstanding TIA
Section 316(c), 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 15 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 or waiver or other Act may be given before or after such record date,
but only the Holders of record at the close of business on 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, and for that purpose the Outstanding Securities shall be
computed as of such record date; provided that no such authorization, agreement
or consent by the 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 Indenture Trustee, any
Security Registrar, any Paying Agent, any Authenticating Agent or the Company in
reliance thereon, whether or not notation of such action is made upon such
Security.

     

    Section 1.05.                         
Notices,
Etc., to Indenture Trustee and Company.

     

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

     

    (1)           the
Indenture Trustee by any Holder or by the Company shall be sufficient for every
purpose hereunder if made, given, furnished or filed in writing to or with the
Indenture Trustee at
                 ;
or

     

    
      
         

      

      
        EXHIBIT
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    (2)           the
Company by the Indenture Trustee or by any Holder shall be sufficient for every
purpose hereunder (unless otherwise herein expressly provided) if in writing and
mailed, first class postage prepaid, to the Company addressed to it at the
address of its principal office specified in the first
paragraph of this Indenture or at any other address previously furnished in
writing to the Indenture Trustee by the Company, Attention: President (with a
copy to the Company’s counsel), or

     

    (3)           either
the Indenture Trustee or the Company, by the other party, shall be sufficient
for every purpose hereunder if given by facsimile transmission, receipt
confirmed by telephone followed by an original copy delivered by guaranteed
overnight courier; if to the Indenture Trustee at facsimile number
(   )
             ;
and if to the Company at facsimile number (   )
             .

     

    Section 1.06.                         
Notice to
Holders; Waivers.

     

    When this
Indenture provides for notice of any event to Holders of Registered Securities
by the Company or the Indenture 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,
if any, and not earlier than the earliest date, if any, 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 herein. 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.

     

    If by
reason of the suspension of or irregularities in regular mail service or by
reason of any other cause it shall be impracticable to give such notice by mail,
then such notification to Holders of Registered Securities as shall be made with
the approval of the Indenture Trustee shall constitute a sufficient notification
to such Holders for every purpose hereunder.

     

    Except as
otherwise expressly provided herein or otherwise specified with respect to any
Securities pursuant to Section 3.01, where this Indenture provides for
notice to Holders of Bearer Securities of any event, such notice shall be
sufficiently given 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, such publication to be not later than the latest date, if any,
and not earlier than the earliest date, if any, prescribed for the giving of
such notice. Any such notice shall be deemed to have been given on the date of
such publication or, if published more than once, on the date of the first such
publication.

     

    If 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 Indenture Trustee shall constitute sufficient notice to such
Holders for every purpose hereunder. Neither the failure to give notice by
publication to any particular Holder 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.

     

    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.

     

    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 Indenture Trustee, but such filing
shall not be a condition precedent to the validity of any action taken in
reliance upon such waiver.

     

    
      
         

      

      
        EXHIBIT
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    Section 1.07 .                         
Counterparts:
Effect of Headings and Table of Contents.

     

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

     

    Section 1.08 .                         
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 1.09.                         
Severability
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 1.10.                         
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 Security Registrar, any
Paying Agent, any Authenticating Agent and their successors hereunder and the
Holders any benefit or any legal or equitable right, remedy or claim under this
Indenture.

     

    Section 1.11.                         
Governing
Law.

     

    This
Indenture and the Securities and coupons shall be governed by and construed in
accordance with the internal law of the State of New York without regard to the
principles of the conflict of laws thereof. This Indenture is subject to the
provisions of the TIA that are required to be part of this Indenture and shall,
to the extent applicable, be governed by such provisions.

     

    Section 1.12.                         
Legal
Holidays.

     

    In any
case where any Interest Payment Date, Redemption Date, Repayment Date, sinking
fund payment date, Stated Maturity or Maturity of any Security or the last date
on which a Holder has the right to convert or exchange a Security shall not be a
Business Day at any Place of Payment, then (notwithstanding any other provision
of this Indenture or any Security or coupon other than a provision in the
Securities of any series which specifically states that such provision shall
apply in lieu hereof), payment of interest or any Additional Amounts or
principal (and premium, if any) or conversion or exchange of such security need
not be made at such Place of Payment on such date, but (except
as otherwise provided in the supplemental indenture with respect to such
Security) may be made on the next succeeding Business Day at such Place of
Payment with the same force and effect as if made on the Interest Payment Date,
Redemption Date, Repayment Date or sinking fund payment date, or at the Stated
Maturity or Maturity, or on such last day for conversion or exchange, provided
that no interest shall accrue on the amount so payable for the period from and
after such Interest Payment Date, Redemption Date, Repayment Date, sinking fund
payment date, Stated Maturity or Maturity, as the case may be.

     

    Section 1.13.                         
Immunity
of Shareholders, Trustees, Officers and Agents of the
Company.

     

    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, beneficial owner,
employee, officer or trustee, 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
and as part of the consideration for the issue of the Securities.

     

    
      
         

      

      
        EXHIBIT
A-17

        
          

        

      

      
         

      

    

     

    Section 1.14.                         
Incorporation
by Reference of Trust Indenture Act; Conflict with Trust Indenture
Act.

     

    Whenever
this Indenture refers to a provision of the Trust Indenture Act, the provision
is incorporated by reference in and made a part of this Indenture. If any
provision hereof limits, qualifies or conflicts with another provision hereof
which is required or deemed to be included in this Indenture by any of the
provisions of the Trust Indenture Act, such required provision shall control. If
any provision of this Indenture modifies or excludes any provision of the Trust
Indenture Act that may be so modified or excluded, the latter provision shall be
deemed to apply to this Indenture as so modified or to be excluded, as the case
may be.

     

    ARTICLE II

     

    SECURITIES
FORMS

     

    Section 2.01.                         
Forms of
Securities.

     

    The
Registered Securities, if any, of each series and the Bearer Securities, if any,
of each series and related coupons shall be substantially in the form of
Exhibit A hereto or in such other form as shall be established in one or
more indentures supplemental hereto or approved from time to time by or pursuant
to a Board Resolution in accordance with Section 3.01, shall have such
appropriate insertions, omissions, substitutions and other variations as are
required or permitted by this Indenture or any indenture supplemental hereto,
and may have such letters, numbers or other marks of identification or
designation and such legends or endorsements placed thereon as the Company may
deem appropriate and as are not inconsistent with the provisions of this
Indenture, or as may be required to comply with any law or with any rule or
regulation made pursuant thereto or with any rule or regulation of any
stock exchange on which the Securities may be listed, or to conform to
usage.

     

    Unless otherwise specified as contemplated by Section 3.01,
Bearer Securities shall have interest coupons attached.

     

    The
definitive Securities and coupons shall be printed, lithographed or engraved or
produced by any combination of these methods on a steel engraved border or steel
engraved borders or mechanically reproduced on safety paper or may be produced
in any other manner, all as determined by the officers executing such Securities
or coupons, as evidenced by their execution of such Securities or
coupons.

     

    Section 2.02.                         
Form of
Indenture Trustee’s Certificate of Authentication.

     

    Subject
to Section 6.11, the Indenture Trustee’s certificate of authentication
shall be in substantially the following form:

     

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


    
      	 
      	
              [NAME
      OF INDENTURE TRUSTEE]

            	 
      
	 
      	
              as
      Indenture Trustee

            	 
      
	 
      	 
      	 
      
	 
      	
              By

            	 
      	 
      
	 
      	
              Authorized
      Signatory

            	 
      
	 
      	 
      	 
      	 
      	 
      


    

     

    Section 2.03.                         
Securities
Issuable in Global Form.

     

    If
Securities of or within a series are issuable in the form of one or more Global
Securities, then, notwithstanding clause (8) of Section 3.01 and the
provisions of Section 3.02, any such Global Security or Securities may
provide that it or they shall represent the aggregate amount of all Outstanding
Securities of such series (or such lesser amount as is permitted by the terms
thereof) from time to time endorsed thereon and may also provide that the
aggregate amount of Outstanding Series of such series represented thereby
may from time to time be increased or decreased to reflect exchanges.  Any
endorsement of any Global Security to reflect the amount, or any increase or
decrease in the amount, or changes in the rights of Holders thereof, of
Outstanding Securities represented thereby shall be made by the Indenture
Trustee in such manner or by such Person or Persons as shall be specified
therein or in the Company Order to be delivered to the Indenture Trustee
pursuant to Section 3.03 or 3.04. Subject to the provisions of
Section 3.03 and, if applicable, Section 3.04, the Indenture Trustee
shall deliver and redeliver any Global 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 3.03 or 3.04 has been, or simultaneously is, delivered, any
instructions by the Company with respect to endorsement or delivery or
redelivery of a Global Security shall be in writing but need not comply with
Section 1.02 and need not be accompanied by an Opinion of
Counsel.

     

    
      
         

      

      
        EXHIBIT
A-18

        
          

        

      

      
         

      

    

     

    The
provisions of the last sentence of Section 3.03 shall apply to any Security
represented by a Global Security if such Security was never issued and sold by
the Company and the Company delivers to the Indenture Trustee the Global
Security together with written instructions (which need not comply with
Section 1.02 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 3.03.

     

    Notwithstanding
the provisions of Section 3.07, unless otherwise specified as contemplated
by Section 3.01, payment of principal of and premium, if any, and interest
on any Global Security in permanent global form shall be made to the registered
Holder thereof.

     

    Notwithstanding
the provisions of Section 3.08 and except as provided in the next preceding
paragraph, the Company, the Indenture Trustee and any agent of the Company and
the Indenture 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 CEDEL.

     

    Any
Global Security authenticated and delivered hereunder shall bear a legend in
substantially the following form:

     

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

     

    ARTICLE III

     

    THE
SECURITIES

     

    Section 3.01.                         
Amount
Unlimited; Issuable in Series. 

     

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

     

    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 3.03, set forth in an Officers’
Certificate, or established in one or more indentures supplemental hereto, prior
to the issuance of Securities of any series:

     

    (1) the
title of the Securities of the series (which shall distinguish the Securities of
such 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
Series authenticated and delivered upon registration of transfer of, or in
exchange for, or in lieu of, other Securities of the series pursuant to Sections
3.04, 3.05, 3.06, 9.06, 11.07 or 13.05);

     

    
      
         

      

      
        EXHIBIT
A-19

        
          

        

      

      
         

      

    

     

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

     

    (4) 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 will 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 shall be determined, and the basis upon
which interest shall be calculated if other than that of a 360-day year of
twelve 30-day months;

     

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

     

    (6) the
period or periods within which, the price or prices at which, the currency or
currencies, currency unit or units or composite currency or currencies in which,
and other terms and conditions upon which Securities of the series may be
redeemed, in whole or in part, at the option of the Company, if the Company is
to have the option;

     

    (7) 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 or the date or dates
on which, the price or prices at which, the currency or currencies, currency
unit or units or composite currency or currencies 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;

     

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

     

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

     

    (10) if
other than the principal amount thereof, the portion of the principal amount of
Securities of the series that shall be payable upon declaration of acceleration
of the Maturity thereof pursuant to Section 5.02 or, if applicable, the
portion of the principal amount of Securities of the series that is convertible
in accordance with the provisions of this Indenture, or the method by which such
portion shall be determined;

     

    (11) if
other than Dollars, the Foreign Currency or Currencies in which payment of the
principal of (and premium, if any) and interest or Additional Amounts, if any,
on the Securities of the series shall be payable or in which the Securities of
the series shall be denominated and the manner of determining the equivalent
thereof in Dollars for purposes of the definition of “Outstanding” in
Section 1.01;

     

    (12)
whether the amounts of payments of principal of (and 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 limitation, on one or more currencies, currency units,
composite currencies, commodities, equity indices or other indices), and the
manner in which such amounts shall be determined;

     

    (13) whether the principal of (and premium, if any) or interest
or Additional Amounts, 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 or
currencies, currency unit or units, or composite currency or currencies other
than that in which such Securities are denominated or stated to be payable, the
period or periods within which, and the terms and conditions upon which, such
election may be made, and time and manner of, and identity of the exchange rate
agent with responsibility for, determining the exchange rate between the
currency or currencies, currency unit or units or composite currency or
currencies in which such Securities are denominated or stated to be payable and
the currency or currencies, currency unit or units or composite currency or
currencies in which such Securities are to be so payable;

     

    (14)
provisions, if any, granting special rights to the Holders of Securities of the
series upon the occurrence of such events as may be specified;

     

    
      
         

      

      
        EXHIBIT
A-20

        
          

        

      

      
         

      

    

     

    (15) any
deletions from, modifications of or additions to the Events of Default or
covenants 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;

     

    (16)
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 and the terms upon which
Bearer Securities of the series may be exchanged for Registered Securities of
the series and vice versa (if permitted by applicable laws and regulations),
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 3.05, and, if Registered
Securities of the series are to be issuable as a Global Security, the identity
of the depository for such series;

     

    (17) 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;

     

    (18) 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 3.04;

     

    (19) the
applicability, if any, of Sections 14.02 and/or 14.03 to the Securities of the
series and any provisions in modification of, in addition to or in lieu of any
of the provisions of Article XIV;

     

    (20) if
the Securities of such 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, then the form and/or terms of such
certificates, documents or conditions;

     

    (21) 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;

     

    (22)
whether and under what circumstances the Company will pay Additional Amount as
contemplated by Section 10.10 on the Securities of the series to any Holder
who is not a United States person (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);

     

    (23) the
obligation, if any, of the Company to permit the conversion of the Securities of
such series into the Company’s Common Shares or Preferred Shares, as the case
may be, and the terms and conditions upon which such conversion shall be
effected (including, without limitation, the initial conversion price or rate,
the conversion period, any adjustment of the applicable conversion price and any
requirements relative to the reservation of such shares for purposes of
conversion); and

     

    (24) any
other terms of the series (which terms shall not be inconsistent with the
provisions of this Indenture).

     

    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 3.03)
and set forth in such Officers’ Certificate or in any such indenture
supplemental hereto.  All Securities of any one series need not be issued
at the same time and, unless otherwise provided, a series may be reopened,
without the consent of the Holders, for issuance of additional Securities of
such series.

     

    
      
         

      

      
        EXHIBIT
A-21

        
          

        

      

      
         

      

    

     

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


     

    Section 3.02.                         
Denominations.

     

    The
Securities of each series shall be issuable in such denominations as shall be
specified as contemplated by Section 3.01. With respect to Securities of
any series denominated in Dollars, in the absence of any such provisions with
respect to the Securities of any series, the Securities of such series, other
than Global Securities (which may be of any denomination), shall be issuable in
denominations of $1,000 and any integral multiple thereof.

     

    Section 3.03.                         
Execution,
Authentication, Delivery and Dating.

     

    The
Securities and any coupons appertaining thereto shall be executed on behalf of
the Company by its Chairman of the Board, its President or one of its Vice
Presidents, under its corporate seal reproduced thereon, and attested by its
Secretary or one of its Assistant Secretaries. The signature
of any of these officers on the Securities and coupons may be manual or
facsimile signatures of the present or any future such authorized officer and
may be imprinted or otherwise reproduced on the Securities.

     

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

     

    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 Indenture Trustee for
authentication, together with a Company Order for the authentication and
delivery of such Securities, and the Indenture Trustee in accordance with the
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 3.01, 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 to Euroclear or CEDEL,
as the case may be, in the form set forth in Exhibit B-1 to this Indenture
or such other certificate as may be specified with respect to any series of
Securities pursuant to Section 3.01, 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 3.04, 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 3.06, the Indenture Trustee shall not authenticate and
deliver any Bearer Security unless all appurtenant coupons for interest then
matured have been detached and canceled.

     

    If all
the Securities of any series are not 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 Indenture Trustee
for the issuance of such Securities and determining the terms of particular
Securities of such series, such as interest rate or formula, maturity date, date
of issuance and date from which interest shall accrue. In authenticating such
Securities, and accepting the additional responsibilities under this Indenture
in relation to such Securities, the Indenture Trustee shall be entitled to
receive, and (subject to TIA Section 315(a) through 315(d)) shall be
fully protected in relying upon,

     

    
      
         

      

      
        EXHIBIT
A-22

        
          

        

      

      
         

      

    

     

    (i) 
an Opinion of Counsel stating that

     

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

     

    (b) the
terms of such Securities and any coupons have been established in conformity
with the provisions of this Indenture; and

     

    (c) such Securities, together with any coupons appertaining
thereto, when completed by appropriate insertions and executed and delivered by
the Company to the Indenture Trustee for authentication in accordance with this
Indenture, authenticated and delivered by the Indenture 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 legal, valid
and legally binding obligations of the Company, enforceable in accordance with
their terms, subject to applicable bankruptcy, insolvency, fraudulent transfer,
reorganization and other laws of general applicability relating to or affecting
the enforcement of creditors’ rights generally and to general equitable
principles; and

     

    (ii) an
Officers’ Certificate stating that all conditions precedent provided for in this
Indenture relating to the issuance of the Securities have been complied with and
that, to the best of the knowledge of the signers of such certificate, that no
Event of Default with respect to any of the Securities shall have occurred and
be continuing.

     

    If such
form or terms have been so established, the Indenture Trustee shall not be
required to authenticate such Securities if the issue of such Securities
pursuant to this Indenture will affect the Indenture Trustee’s own rights,
duties, obligations or immunities under the Securities and this Indenture or
otherwise in a manner which is not reasonably acceptable to the Indenture
Trustee.

     

    Notwithstanding
the provisions of Section 3.01 and of the preceding paragraph, if all the
Securities of any series are not to be issued at one time it shall not be
necessary to deliver an Officers’ Certificate otherwise required pursuant to
Section 3.01 or a Company Order, or an Opinion of Counsel or an Officers’
Certificate otherwise required pursuant to the next preceding paragraph at the
time of issuance of each Security of such series, but such order, opinion and
certificates, with appropriate modifications to cover such future issuances,
shall be delivered at or before the time of issuance of the first Security of
such series.

     

    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 3.01.

     

    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 or
Security to which such coupon appertains a certificate of authentication
substantially in the form provided for herein duly executed by the Indenture
Trustee by manual signature of an authorized signatory, 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 benefit of this Indenture. Notwithstanding the foregoing, if any Security
(including a Global 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 Indenture Trustee for cancellation as provided in
Section 3.09 together with a written statement (which need not comply with
Section 1.02 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 3.04.                         
Temporary
Securities.

     

    Pending
the preparation of definitive Securities of any series, the Company may execute,
and upon Company Order the Indenture 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 coupon or
without coupon, and with such appropriate insertions, omissions, substitutions
and other variations as the officers executing such Series may determine,
as conclusively evidenced by their execution of such Securities. In the case of
Securities of any series, such temporary Securities may be in global
form.

     

    
      
         

      

      
        EXHIBIT
A-23

        
          

        

      

      
         

      

    

     

    Except in
the case of temporary Global Securities (which shall be exchanged as otherwise
provided herein or as otherwise provided in or pursuant to a Board Resolution),
if temporary Securities or 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 non-matured coupons
appertaining thereto), the Company shall execute and the Indenture 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 3.03. 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.

     

    Unless
otherwise provided in or pursuant to a Board Resolution, the following
provisions of this Section 3.04 shall govern the exchange of temporary
Securities other than through the facilities of The Depository Trust Company
(“DTC”). If any such temporary Security is issued in global form, then such
temporary Global Security shall, unless otherwise provided therein, be delivered
to the London office of a depository or common depository (the “Common
Depository”), for the benefit of Euroclear and CEDEL, for credit to the
respective accounts of the beneficial owners of such Securities (or to such
other accounts as they may direct).

     

    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 Indenture 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
Depository to the Indenture 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 Indenture 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 3.01, 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 Depository,
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 CEDEL 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 B-2 to this Indenture or
in such other form as may be established pursuant to Section 3.01; 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 3.03.

     

    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
CEDEL, as the case may be, to request such exchange on his behalf and delivers
to Euroclear or CEDEL, as the case may be, a certificate in the form set forth
in Exhibit B-1 to this Indenture (or in such other form as may be
established pursuant to Section 3.01), dated no earlier than 15 days prior
to the Exchange Date, copies of which certificate shall be available from the
offices of Euroclear and CEDEL, the Indenture 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 unless such Person takes
delivery of such definitive Securities in person at the offices of Euroclear or
CEDEL. 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.

     

    
      
         

      

      
        EXHIBIT
A-24

        
          

        

      

      
         

      

    

     

    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 3.01, 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 CEDEL on
such Interest Payment Date upon delivery by Euroclear and CEDEL to the Indenture
Trustee of a certificate or certificates in the form set forth in
Exhibit B-2 to this Indenture (or in such other forms as may be established
pursuant to Section 3.01), for credit without further interest on or after
such Interest Payment Date to the respective accounts of Persons who are the
beneficial owners of such temporary Global Security on such Interest Payment
Date and who have each delivered to Euroclear or CEDEL, 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 as Exhibit B-1
to this Indenture (or in such other forms as may be established pursuant to
Section 3.01). 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 3.04 and of the third paragraph of Section 3.03 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 interest 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 CEDEL and not paid as herein provided
shall be returned to the Indenture Trustee prior to the expiration of two years
after such Interest Payment Date in order to be repaid to the
Company.


     

    Section 3.05.                         
Registration,
Registration of Transfer and Exchange.

     

    The
Company shall cause to be kept at the Corporate Trust Office of the Indenture
Trustee or in any office or agency of the Company in a Place of Payment a
register for each series of Securities (the registers maintained in such office
or in any such office or agency of the Company in a Place of Payment being
herein sometimes referred to collectively as the “Security Register”) in which,
subject to such reasonable regulations as it may prescribe, the Company shall
provide for the registration of Registered Securities and of transfers of
Registered Securities. The Security Register shall be in written form or any
other form capable of being converted into written form within a reasonable
time. The Indenture Trustee, at its Corporate Trust Office, is hereby initially
appointed “Security Registrar” for the purpose of registering Registered
Securities and transfers of Registered Securities on such Security Register as
herein provided. In the event that the Indenture Trustee shall cease to be
Security Registrar, it shall have the right to examine the Security Register at
all reasonable times.

     

    Subject
to the provisions of this Section 3.05, upon surrender for registration of
transfer of any Registered Security of any series at any office or agency of the
Company in a Place of Payment for that series, the Company shall execute, and
the Indenture Trustee shall authenticate and deliver, in the name of the
designated transferee or transferees, one or more new Registered Securities of
the same series, of any authorized denominations and of a like aggregate
principal amount, bearing a number not contemporaneously outstanding, and
containing identical terms and positions.

     

    Subject
to the provisions of this Section 3.05, 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 or denominations
and of a like aggregate principal amount, containing identical terms and
provisions, upon surrender of the Registered Securities to be exchanged at any
such office or agency. Whenever any such Registered Securities are so
surrendered for exchange, the Company shall execute, and the Indenture 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 3.01, Bearer
Securities may not be issued in exchange for Registered Securities.

     

    
      
         

      

      
        EXHIBIT
A-25

        
          

        

      

      
         

      

    

     

                   
If (but only if) permitted by the applicable Board Resolution and (subject to
Section 3.03) set forth in the applicable Officers’ Certificate, or in any
indenture supplemental hereto, delivered as contemplated by Section 3.01,
at the option of the Holder, Bearer Securities of any series may be exchanged
for Registered Securities of the same series of any authorized denominations 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 Indenture 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 10.02, 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 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.
Whenever any Securities are so surrendered for exchange, the Company shall
execute, and the Indenture Trustee shall authenticate and deliver, the
Securities which the Holder making the exchange is entitled to
receive.

     

    Notwithstanding
the foregoing, except as otherwise specified as contemplated by
Section 3.01, any permanent Global Security shall be exchangeable only as
provided in this paragraph. If the depository for any permanent Global Security
is DTC, then, unless the terms of such Global Security expressly permit such
Global Security to be exchanged in whole or in part for definitive Securities, a
Global Security may be transferred, in whole but not in part, only to a nominee
of DTC, or by a nominee of DTC to DTC, or to a successor to DTC for such Global
Security selected or approved by the Company or to a nominee of such successor
to DTC. If at any time DTC notifies the Company that it is unwilling or unable
to continue as depository for the applicable Global Security or Securities or if
at any time DTC ceases to be a clearing agency registered under the Securities
Exchange Act of 1934 if so required by applicable law or regulation, the Company
shall appoint a successor depository with respect to such Global Security or
Securities. If (x) a successor depository for such Global Security or Securities
is not appointed by the Company within 90 days after the Company received such
notice or becomes aware of such unwillingness, inability or ineligibility, (y)
an Event of Default has occurred and is continuing and the beneficial owners
representing a majority in principal amount of the applicable series of
Securities represented by such Global Security or Securities advise DTC to cease
acting as depository for such Global Security or Securities or (z) the Company,
in its sole discretion, determines at any time that all Outstanding Securities
(but not less than all) of any series issued or issuable in the form of one or
more Global Securities shall no longer be represented by such Global Security or
Securities, then the Company shall execute, and the Indenture Trustee shall
authenticate and deliver definitive Securities of like series, rank, tenor and
terms in definitive form in an aggregate principal amount equal to the principal
amount of such beneficial owner’s interest in such permanent Global Security. On
or after the earliest date on which such interests may be so exchanged, such
permanent Global Security shall be surrendered for exchange by DTC or such other
depository as shall be specified in the Company Order with respect thereto to
the Indenture Trustee, as the Company’s agent for such purpose; 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 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 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.

     

    
      
         

      

      
        EXHIBIT
A-26

        
          

        

      

      
         

      

    

     

    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.

     

    Every
Registered Security presented or surrendered for registration of transfer or for
exchange or redemption 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.

     

    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 transfer or exchange of Securities, other than exchanges
pursuant to Section 3.04, 9.06, 11.07 or 13.05 not involving any
transfer.

     

    The
Company or the Indenture Trustee, as applicable, shall not be required
(i) to issue, register the transfer of or exchange any Security if such
Security may be among those selected for redemption during a period beginning at
the opening of business 15 days before selection of the Securities to be
redeemed under Section 11.03 and ending at the close of business on
(A) if such Securities are issuable only as Registered Securities, the day
of the mailing of the relevant notice of redemption and (B) if such
Securities are issuable as Bearer Securities, the day of the first publication
of the relevant notice of redemption or, if such Securities 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, in
the case of any Registered Security to be redeemed in part, the portion thereof
not to be redeemed, 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 3.06.                         
Mutilated,
Destroyed, Lost and Stolen Securities.

     

    If any
mutilated Security or a Security with a mutilated coupon appertaining to it is
surrendered to the Indenture Trustee or the Company, together with, in proper
cases, such security or indemnity as may be required by the Company or the
Indenture Trustee to save each of them or any agent of either of them harmless,
the Company shall execute and the Indenture Trustee shall authenticate and
deliver in exchange therefor a new Security of the same series and principal
amount, containing identical terms and provisions and bearing a number not
contemporaneously outstanding, with coupons corresponding to the coupons, if
any, appertaining to the surrendered Security.

     

    If there
shall be delivered to the Company and the Indenture 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 Indenture Trustee that such Security or coupon has been
acquired by a protected purchaser, the Company shall execute and upon its
request the Indenture Trustee shall authenticate and deliver, in lieu of any
such destroyed, lost or stolen Security or in exchange for the Security to 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 principal
amount, containing identical terms and provisions 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.

     

    
      
         

      

      
        EXHIBIT
A-27

        
          

        

      

      
         

      

    

     

    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 destroyed, lost or stolen Security or to the Security to which such
destroyed, lost or stolen coupon appertains, pay such Security or coupon;
provided, however, that payment of principal of (and premium, if any), any
interest on and any Additional Amounts with respect to, Bearer Securities shall,
except as otherwise provided in Section 10.02, be payable only at an office
or agency located outside the United States and, unless otherwise specified as
contemplated by Section 3.01, any interest on Bearer Securities shall be
payable only upon presentation and surrender of the coupons appertaining
thereto.

     

    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 Indenture Trustee) connected therewith.

     

    Every new
Security of any series with its coupons, if any, issued pursuant to this
Section in lieu of any destroyed, lost or stolen Security, or in exchange
for a Security to which a destroyed, lost or stolen coupon appertains, shall
constitute an original additional contractual obligation of the Company, whether
or not the destroyed, lost or stolen Security and its coupons, if any, or the
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.

     

    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 3.07.                         
Payment
of Interest: Interest Rights Preserved.

     

    Except as
otherwise specified with respect to a series of Securities in accordance with
the provisions of Section 3.01, interest on any Registered Security that is
payable, and is punctually paid or duly provided for, on any Interest Payment
Date shall be paid to the Person in whose name that 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 10.02; provided, however, that each
installment of interest 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 3.08, to
the address of such Person as it appears on the Security Register or
(ii) transfer to an account maintained by the payee located inside the
United States.

     

    Unless
otherwise provided as contemplated by Section 3.01 with respect to the
Securities of any series, payment of interest may be made, in the case of a
Bearer Security, by transfer to an account maintained by the payee with a bank
located outside the United States.

     

    Unless
otherwise provided as contemplated by Section 3.01, every permanent global
Security will provide that interest, if any, payable on any Interest Payment
Date will be paid by DTC, Euroclear and/or CEDEL, as the case may be, with
respect to that portion of such permanent global Security held for its account
by Cede & Co. or the Common Depository, as the case may be, for the
purpose of permitting such party to credit the interest received by it in
respect of such permanent global Security to the accounts of the beneficial
owners thereof.

     

    In case a
Bearer Security of any series is surrendered in exchange for a Registered
Security of such series after the close of business (at an office or agency in a
Place of Payment for such series) on any Regular Record Date and before the
opening of business (at such office or agency) on the next succeeding Interest
Payment Date, such Bearer Security shall be surrendered without the coupon
relating to such Interest Payment Date and interest will not be payable on such
Interest Payment Date in respect of the Registered Security issued in exchange
for such Bearer Security, but will be payable only to the Holder of such coupon
when due in accordance with the provisions of this Indenture.

     

    Except as
otherwise specified with respect to a series of Securities in accordance with
the provisions of Section 3.01, any interest on any Registered Security of
any series that is payable, but is not punctually paid or duly provided for, on
any Interest Payment Date (herein called “Defaulted Interest”) shall forthwith
cease to be payable to the registered Holder thereof on the relevant Regular
Record Date by virtue of having been such Holder, and such Defaulted Interest
may be paid by the Company, at its election in each case, as provided in clause
(1) or (2) below:

     

    
      
         

      

      
        EXHIBIT
A-28

        
          

        

      

      
         

      

    

     

    (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 Indenture 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 (which shall not be
less than 20 days after such notice is received by the Indenture Trustee), and
at the same time the Company shall deposit with the Indenture Trustee an amount
of money in the currency or currencies, currency unit or units or composite currency or currencies in which the Securities of
such series are payable (except as otherwise specified pursuant to
Section 3.01 for the Securities of such series) equal to the aggregate
amount proposed to be paid in respect of such Defaulted Interest or shall make
arrangements satisfactory to the Indenture 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 Indenture 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 Indenture Trustee of the notice of
the proposed payment. The Indenture Trustee shall promptly notify the Company of
such Special Record Date and, in the name and at the expense of the Company,
shall cause notice of the proposed payment of such Defaulted Interest and the
Special Record Date therefor to be mailed, first-class postage prepaid, to each
Holder of Registered Securities of such series at his address as it appears in
the Security Register not less than 10 days prior to such Special Record Date.
The Indenture Trustee may, in its discretion, in the name and at the expense of
the Company, cause a similar notice to be published at least once in an
Authorized Newspaper in each Place of Payment, but such publications shall not
be a condition precedent to the establishment of such Special Record Date.
Notice of the proposed payment of such Defaulted Interest and the Special Record
Date therefor having been mailed as aforesaid, such Defaulted Interest shall be
paid to the Persons in whose names 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). In case a Bearer Security of any series is surrendered at
the office or agency in a Place of Payment for such series in exchange for a
Registered Security of such series after the close of business at such office or
agency on any Special Record Date and before the opening of business at such
office or agency on the related proposed date for payment of Defaulted Interest,
such Bearer Security shall be surrendered without the coupon relating to such
proposed date of payment and Defaulted Interest will not be payable on such
proposed date of payment in respect of the Registered Security issued in
exchange for such Bearer Security, but will be payable only to the Holder of
such coupon when due in accordance with the provisions of this
Indenture.

     

    (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 Indenture Trustee of the proposed payment pursuant to this
clause, such manner of payment shall be deemed practicable by the Indenture
Trustee.

     

    Subject
to the foregoing provisions of this Section and Section 3.05, each
Security delivered under this Indenture upon registration of transfer of or in
exchange for or in 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 3.08.                         
Persons
Deemed Owners.

     

    Prior to
due presentment of a Registered Security for registration of transfer, the
Company, the Indenture Trustee and any agent of the Company or the Indenture
Trustee may treat the Person in whose name such Registered Security is
registered as the owner of such Security for the purpose of receiving payment of
principal of (and premium, if any) and (subject to Sections 3.05 and 3.07)
interest on, such Registered Security and for all other purposes whatsoever,
whether or not such Registered Security be overdue, and neither the Company, the
Indenture Trustee nor any agent of the Company or the Indenture Trustee shall be
affected by notice to the contrary. All such payments so made to any such
Person, or upon such Person’s order, shall be valid, and, to the extent of the
sum or sums so paid, effectual to satisfy and discharge the liability for money
payable upon any such Security.

     

    Title to
any Bearer Security and any coupons appertaining thereto shall pass by delivery.
The Company, the Indenture Trustee and any agent of the Company or the Indenture
Trustee may treat the Holder of any Bearer Security and the Holder 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 coupon be overdue, and neither the Company, the
Indenture Trustee nor any agent of the Company or the Indenture Trustee shall be
affected by notice to the contrary.

     

    
      
         

      

      
        EXHIBIT
A-29

        
          

        

      

      
         

      

    

     

    Title to
any Bearer Security and any coupons appertaining thereto shall pass by delivery.
The Company, the Indenture Trustee and any agent of the Company or the Indenture
Trustee may treat the Holder of any Bearer Security and the Holder 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 coupon be overdue, and neither the Company, the
Indenture Trustee, nor any agent of the Company or the Indenture Trustee shall
be affected by notice to the contrary.

     

    No Holder
of any beneficial interest in any Global Security held on its behalf by a
depository shall have any rights under this Indenture with respect to such
Global Security and such depository shall be treated by the Company, the
Indenture Trustee, and any agent of the Company or the Indenture Trustee as the
owner of such Global Security for all purposes whatsoever. None of the Company,
the Indenture 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 Global Security
or for maintaining, supervising or reviewing any records relating to such
beneficial ownership interests.

     

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

     

    Section 3.09.                         
Cancellation.

     

    All
Securities and coupons surrendered for payment, redemption, repayment at the
option of the Holder, registration of transfer or exchange or conversion or for
credit against any sinking fund payment shall, if surrendered to any Person
other than the Indenture Trustee, be delivered to the Indenture Trustee, and any
such Securities and coupons surrendered directly to the Indenture Trustee for
any such purpose shall be promptly cancelled by it. The Company may at any time
deliver to the Indenture 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 Indenture Trustee (or to any other
Person for delivery to the Indenture 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 Indenture
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 Indenture 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. Cancelled
Securities and coupons held by the Indenture Trustee shall be destroyed by the
Indenture Trustee and the Indenture Trustee shall deliver a certificate of such
destruction to the Company, unless the Indenture Trustee is otherwise directed
by a Company Order.

     

    Section 3.10.                         
Computation
of Interest.

     

    Except as
otherwise specified as contemplated by Section 3.01 with respect to
Securities of any series, interest on the Securities of each series shall be
computed on the basis of a 360-day year consisting of twelve 30-day
months.

     

    
      
         

      

      
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    ARTICLE IV


     

    SATISFACTION AND
DISCHARGE

     

    Section 4.01.                         
Satisfaction
and Discharge of Indenture.

     

    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 herein expressly provided for and any right to receive Additional
Amounts, as provided in Section 10.10), and the Indenture Trustee, upon
receipt of a Company Order, and at the expense of the Company, shall execute
instruments in form and substance reasonably satisfactory to the Indenture
Trustee and the Company 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 3.05, (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 3.06,
(iii) coupons appertaining to Securities called for redemption and maturing
after the relevant Redemption Date, whose surrender has been waived as provided
in Section 11.06, and (iv) Securities and coupons of such series for
whose payment money has theretofore been deposited in trust or segregated and
held in trust by the Company and thereafter repaid to the Company or discharged
from such trust, as provided in Section 10.03) have been delivered to the
Indenture Trustee for cancellation; or

     

    (B) all
Securities of such series and, in the case of (i) or (ii) below, any
coupons appertaining thereto not theretofore delivered to the Indenture 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 Indenture Trustee for the
giving of notice of redemption by the Indenture 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 Indenture Trustee as trust funds in
trust for the purpose an amount in the currency or currencies, currency unit or
units or composite currency or currencies in which the Securities of such series
are payable, sufficient to pay and discharge the entire indebtedness on such
Securities and such coupons not theretofore delivered to the Indenture Trustee
for cancellation, for principal (and premium, if any) and interest, and any
Additional Amounts with respect thereto, 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 hereunder by the
Company; and

     

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

     

    Notwithstanding
the satisfaction and discharge of this Indenture, the obligations of the Company
to the Indenture Trustee and any predecessor Indenture Trustee under
Section 6.06, the obligations of the Company to any Authenticating Agent
under Section 6.11 and, if money shall have been deposited with and held by
the Indenture Trustee pursuant to subclause (B) of clause (1) of this
Section, the obligations of the Indenture Trustee under Section 4.02 and
the last paragraph of Section 10.03 shall survive.

     

    
      
         

      

      
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    Section 4.02.                         
Application
of Trust Funds.

     

    Subject
to the provisions of the last paragraph of Section 10.03, all money
deposited with the Indenture Trustee pursuant to Section 4.01 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
Indenture Trustee may determine, to the Persons entitled thereto, of the
principal (and premium, if any), and any interest and
Additional Amounts for whose payment such money has been deposited with or
received by the Indenture Trustee, but such money need not be segregated from
other funds except to the extent required by law.

     

    ARTICLE V

     

    REMEDIES

     

    Section 5.01.                         
Events of
Default. 

     

    “Event of
Default,” wherever used herein with respect to any particular series of
Securities, means any one of the following events (whatever the reason for such
Event of Default and whether or not 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 upon or any Additional Amounts payable in
respect of any Security of that series or of any coupon appertaining thereto,
when such interest, Additional Amounts or coupon becomes due and payable, and
continuance of such default for a period of 30 days; or

     

    (2) 
 default in the payment of the principal of (or premium, if any, on) any
Security of that series when it becomes due and payable at its Maturity;
or

     

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

     

    (4) 
default in the performance or breach of any covenant or warranty of the Company
in this Indenture with respect to any Security of that series (other than a
covenant or warranty a default in whose performance or whose breach is elsewhere
in this Section specifically dealt with), and continuance of such default
or breach for a period of 60 days after there has been given, by registered or
certified mail, to the Company by the Indenture Trustee or to the Company and
the Indenture Trustee by the Holders of at least 25% in principal amount of the
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) 
 default under any bond, debenture, note or other evidence of indebtedness
for money borrowed by the Company or any of its Subsidiaries (including
obligations under leases required to be capitalized on the balance sheet of the
lessee under generally accepted accounting principles, but not including any
indebtedness or obligations for which recourse is limited to property purchased)
in an aggregate principal amount in excess of $30,000,000 or under any mortgage,
indenture or instrument under which there may be issued or by which there may be
secured or evidenced any indebtedness for money borrowed by the Company or any
of its Subsidiaries (including such leases, but not including such indebtedness
or obligations for which recourse is limited to property purchased) in an
aggregate principal amount in excess of $30,000,000 by the
Company, whether such indebtedness now exists or shall hereafter be created with
such obligations being accelerated and not rescinded or annulled;
or

     

    (6) 
 the Company or any Significant Subsidiary pursuant to or within the
meaning of any Bankruptcy Law;

     

    
      
         

      

      
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    (A) 
commences a voluntary case,

     

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

     

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

     

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

     

    (7) 
 a court of competent jurisdiction enters an order or decree under any
Bankruptcy Law that:

     

    (A) 
is for relief against the Company or any Significant Subsidiary in an
involuntary case,

     

    (B) appoints
a Custodian of the Company or any Significant Subsidiary or for all or
substantially all of either of its property, or

     

    (C) orders
the liquidation of the Company or any Significant Subsidiary, and the order or
decree remains unstayed and in effect for 90 days; or

     

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

     

    As used
in this Section 5.01, the term “Bankruptcy Law” means title 11, U.S. Code
or any similar Federal or state law for the relief of debtors and the term
“Custodian” means any receiver, trustee, assignee, liquidator or other similar
official under any Bankruptcy Law.

     

    Section 5.02.                         
Acceleration
of Maturity: Rescission and Annulment. 

     

    If an
Event of Default with respect to Securities of any series at the time
Outstanding occurs and is continuing, then and in every such case the Indenture
Trustee or the Holders of not less than 25% in principal amount of all the
Securities of that series will have the right to declare the principal amount
(or, if the Securities of that series are Original Issue Discount Securities or
Indexed Securities, such portion of the principal as may be specified in the
terms thereof) to be due and payable immediately, by a notice in writing to the
Company (and to the Indenture Trustee if given by the Holders), and upon any
such declaration such principal or specified portion thereof shall become
immediately due and payable.

     

    At any
time after such a declaration of acceleration with respect to Securities of any
series has been made and before a judgment or decree for payment of the money
due has been obtained by the Indenture Trustee as hereinafter in this
Article provided, the Holders of a majority in principal amount of the
Outstanding Securities of that series, by written notice to the Company and the Indenture Trustee, may rescind and annul such
declaration of acceleration and its consequences if:

     

    (1) 
 the Company has paid or deposited with the Indenture Trustee a sum
sufficient to pay in the currency, currency unit or composite currency in which
the Securities of such series are payable (except as otherwise specified
pursuant to Section 3.01 for the Securities of such series):

     

    (A) all
overdue installments of interest on and any Additional Amounts payable in
respect of all Outstanding Securities of that series and any related
coupons,

     

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

     

    (C) 
to the extent that payment of such interest is lawful, interest upon overdue
installments of interest and any Additional Amounts at the rate or rates borne
by or provided for in such Securities, and

     

    
      
         

      

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

     

    (2) 
 all Events of Default with respect to Securities of that series, other
than the nonpayment of the principal of (or premium, if any) or interest on
Securities of that series which have become due solely by such declaration of
acceleration, have been cured or waived as provided in
Section 5.13.

     

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

     

    Section 5.03.                         
Collection
of Indebtedness and Suits for Enforcement by Indenture
Trustee.

     

    The
Company covenants that if:

     

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

     

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

     

    then the
Company will, upon demand of the Indenture Trustee, pay to the Indenture
Trustee, for the benefit of the Holders of such Securities of such series and
coupons, the whole amount then due and payable on such Securities and coupons
for principal (and premium, if any) and interest and Additional Amounts, with
interest upon any overdue principal (and premium, if any) and, to the extent
that payment of such interest shall be legally enforceable, upon any overdue
installments of interest or Additional Amounts, if any, at
the rate or rates borne by or provided for 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 Indenture Trustee, its agents and
counsel.

     

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

     

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

     

    Section 5.04.                         
Indenture
Trustee May File Proofs of Claim.

     

    In case
of the pendency of any receivership, insolvency, liquidation, bankruptcy,
reorganization, arrangement, adjustment, composition or other judicial
proceeding relative to the Company or any other obligor upon the Securities or
the property of the Company or of such other obligor or their creditors, the
Indenture Trustee (irrespective of whether the principal of the Securities of
any series shall then be due and payable as therein expressed or by declaration
or otherwise and irrespective of whether the Indenture 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:

     

    (i) 
to file and prove a claim for the whole amount, or such lesser amount as may be
provided for in the Securities of such series, of principal (and premium, if
any) and interest and Additional Amounts, 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 Indenture Trustee (including any
claim for the reasonable compensation, expenses, disbursements and advances of
the Indenture Trustee, its agents and counsel) and of the Holders allowed in
such judicial proceeding, and

     

    
      
         

      

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

     

    and any
custodian, receiver, assignee, trustee, liquidator, sequestrator (or other
similar official) in any such judicial proceeding is hereby authorized by each
Holder of Securities of such series and coupons to make such payments to the
Indenture Trustee, and in the event that the Indenture Trustee shall consent to
the making of such payments directly to the Holders, to pay to the Indenture
Trustee any amount due to it for the reasonable compensation, expenses,
disbursements and advances of the Indenture Trustee and any predecessor
Indenture Trustee, their agents and counsel, and any other amounts due the
Indenture Trustee or any predecessor Indenture Trustee under
Section 6.06.

     

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

     

    In any
proceedings brought by the Indenture Trustee (and also any proceedings involving
the interpretation of any provision of this Indenture to which the Indenture
Trustee shall be a party) the Indenture Trustee shall be held to represent all
the Holders of the Securities, and it shall not be necessary to make any Holders
of the Securities parties to any such proceedings.

     

    Section 5.05.                         
Indenture
Trustee May Enforce Claims Without Possession of Securities or
Coupons. 

     

    All
rights of action and claims under this Indenture or any of the Securities or
coupons may be prosecuted and enforced by the Indenture 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 Indenture
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 Indenture 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.

     

    Section 5.06.                         
Application
of Money Collected.

     

    Any money
collected by the Indenture Trustee pursuant to this Article shall be
applied in the following order, at the date or dates fixed by the Indenture
Trustee and, in case of the distribution of such money on account of principal
(or premium, if any) or interest and any Additional Amounts, 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 Indenture Trustee and any
predecessor Indenture Trustee under Section 6.06;

     

    SECOND:
 To the payment of the amounts then due and unpaid upon the Securities and
coupons for principal (and premium, if any) and interest and any Additional
Amounts payable, 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 aggregate amounts due and payable on such Securities and coupons for
principal (and premium, if any), interest and Additional Amounts, respectively;
and

     

    
      
         

      

      
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    THIRD:
 To the payment of the remainder, if any, to the Company.

     

    Section 5.07.                         
Limitation
on Suits.

     

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

     

    (1) such
Holder has previously given written notice to the Indenture 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 shall have made written request to the Indenture Trustee to
institute proceedings in respect of such Event of Default in its own name as
Indenture Trustee hereunder;

     

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

     

    (4) 
the Indenture 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
Indenture Trustee during such 60-day period by the Holders of a majority in
principal amount of the Outstanding Securities of that series;

     

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

     

    
            
Section 5.08.                         
Unconditional
Right of Holders to Receive Principal, Premium, if any, Interest and Additional
Amounts.

    

     

    Notwithstanding
any other provision in this Indenture, the Holder of any Security or coupon
shall have the right which is absolute and unconditional to receive payment of
the principal of (and premium, if any) and (subject to Sections 3.05 and 3.07)
interest on, and any Additional Amounts in respect of, such Security or payment
of such coupon on the respective due dates expressed in such Security or coupon
(or, in the case of redemption, on the Redemption Date) and to institute suit
for the enforcement of any such payment, and such rights shall not be impaired
without the consent of such Holder.

     

    Section 5.09.                         
Restoration
of Rights and Remedies.

     

    If the
Indenture Trustee or any Holder of a Security or coupon 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 Indenture Trustee or to such Holder, then and in
every such case, the Company, the Indenture Trustee and the Holders of
Securities and coupons shall, subject to any determination in such proceeding,
be restored severally and respectively to their former positions hereunder and
thereafter all rights and remedies of the Indenture Trustee
and the Holders shall continue as though no such proceeding had been
instituted.

     

    Section 5.10.                         
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 3.06, no right or remedy herein conferred upon or reserved to the
Indenture 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.

     

    
      
         

      

      
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    Section 5.11.                         
Delay or
Omission Not Waiver.

     

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

     

    Section 5.12.                         
Control
by Holders of Securities.

     

    The
Holders of not less than a majority in principal amount of the Outstanding
Securities of any series shall have the right to direct the time, method and
place of conducting any proceeding for any remedy available to the Indenture
Trustee or exercising any trust or power conferred on the Indenture Trustee with
respect to the Securities of such series, provided that

     

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

     

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

     

    (3) 
the Indenture Trustee need not take any action which might involve it in
personal liability or be unduly prejudicial to the Holders of Securities of such
series not joining therein.

     

    Nothing
in this Indenture shall impair the right of the Indenture Trustee in its
discretion to take any action deemed proper by the Indenture Trustee and which
is not inconsistent with such direction by Holders.

     

    Section 5.13.                         
Waiver of
Past Defaults.

     

    The
Holders of not less than a majority in principal amount of the Outstanding
Securities of any series may on behalf of the Holders of all the Securities of
such series and any related coupons waive any past default hereunder with
respect to such series and its consequences, except a default

     

    (1) 
in the payment of the principal of (or premium, if any) or interest on or
Additional Amounts payable in respect of any Security of such series or any
related coupons, or

     

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

     

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

     

    Section 5.14.                         
Waiver of
Usury, 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 usury, 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 Indenture Trustee, but will suffer and permit the
execution of every such power as though no such law had been
enacted.

     

    
      
         

      

      
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    Section 5.15.                         
Undertaking
for Costs.

     

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

     

    ARTICLE VI

     

    THE INDENTURE
TRUSTEE

     

    Section 6.01.                         
Notice of
Defaults. 

     

    Within 90
days after the occurrence of any default hereunder with respect to the
Securities of any series, the Indenture Trustee shall transmit in the manner and
to the extent provided in TIA Section 313(c), notice of such default
hereunder known to the Indenture Trustee, unless such default shall have been
cured or waived; provided, however, that, except in the case
of a default in the payment of the principal of (or premium, if any) or interest
on or any Additional Amounts with respect to any Security of such series, or in
the payment of any sinking fund installment with respect to the Securities of
such series, the Indenture Trustee shall be protected in withholding such notice
if and so long as Responsible Officers of the Indenture Trustee in good faith
determine that the withholding of such notice is in the interests of the Holders
of the Securities and coupons of such series; and provided further that in the
case of any default or breach of the character specified in
Section 5.01(4) with respect to the Securities and coupons of such
series, no such notice to Holders shall be given until at least 60 days after
the occurrence thereof. For the purpose of this Section, the term “default”
means any event which is, or after notice or lapse of time or both would become,
an Event of Default with respect to the Securities of such series.

     

    Section 6.02.                         
Certain
Rights of Indenture Trustee.

     

    Subject
to the provisions of TIA Section 315(a) through 315(d):

     

    (1) 
the Indenture Trustee may rely and shall be protected in acting or refraining
from acting upon any resolution, certificate, statement, instrument, opinion,
report, notice, request, direction, consent, order, bond, debenture, note,
coupon or other paper or document believed by it to be genuine and to have been
signed or presented by the proper party or parties;

     

    (2) 
any request or direction of the Company mentioned herein shall be sufficiently
evidenced by a Company Request or Company Order (other than delivery of any
Security, together with any coupons appertaining thereto, to the Indenture
Trustee for authentication and delivery pursuant to Section 3.03 which
shall be sufficiently evidenced as provided therein) and any resolution of the
Board of Trustees may be sufficiently evidenced by a Board
Resolution;

     

    (3) 
whenever in the administration of this Indenture the Indenture Trustee shall
deem it desirable that a matter be proved or established prior to taking,
suffering or omitting any action hereunder, the Indenture Trustee (unless other
evidence be herein specifically prescribed) may, in the absence of bad faith on
its part, rely upon an Officers’ Certificate;

     

    
      
         

      

      
        EXHIBIT
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    (4) 
the Indenture 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;

     

    (5) 
the Indenture Trustee shall be under no obligation to exercise any of the rights
or powers vested in it by this Indenture at the request or direction of any of
the Holders of Securities of any series or any related coupons pursuant to this
Indenture, unless such Holders shall have offered to the Indenture Trustee
security or indemnity reasonably satisfactory to the Indenture Trustee against
the costs, expenses and liabilities which might be incurred by it in compliance
with such request or direction;

     

    (6) 
the Indenture 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, coupon or other paper or document, unless requested in
writing so to do by the Holders of not less than a majority in aggregate
principal amount of the Outstanding Securities of any series; provided that, if
the payment within a reasonable time to the Indenture Trustee of the costs,
expenses or liabilities likely to be incurred by it in the making of such
investigation is, in the opinion of the Indenture Trustee, not reasonably
assured to the Indenture Trustee by the security afforded to it by the terms of
this Indenture, the Indenture Trustee may require reasonable indemnity against
such expenses or liabilities as a condition to proceeding; the reasonable
expenses of every such examination shall be paid by the Holders or, if paid by
the Indenture Trustee, shall be repaid by the Holders upon demand. The Indenture
Trustee, in its discretion, may make such further inquiry or investigation into
such facts or matters as it may see fit, and, if the Indenture Trustee shall
determine to make such further inquiry or investigation, it shall be entitled to
examine the books, records and premises of the Company, relevant to the facts or
matters that are the subject of its inquiry, personally or by agent or
attorney;

     

    (7) 
the Indenture 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 Indenture 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; and

     

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

     

    The
Indenture Trustee shall not be required to expend or risk its own funds or
otherwise incur any financial liability in the performance of any of its duties
hereunder, or in the exercise of any of its rights or powers, if it shall have
reasonable grounds for believing that repayment of such funds or adequate
indemnity against such risk or liability is not reasonably assured to
it.

     

    Except
during the continuance of an Event of Default, the Indenture Trustee undertakes
to perform only such duties as are specifically set forth in this Indenture, and
no implied covenants or obligations shall be read into this Indenture against
the Indenture Trustee.

     

    Section 6.03.                         
Not
Responsible for Recitals or Issuance of Securities. 

     

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

     

    
      
         

      

      
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    Section 6.04.                         
May Hold
Securities.

     

    The
Indenture Trustee, any Paying Agent, Security Registrar, Authenticating Agent or
any other agent of the Company, in its individual or any other capacity, may
become the owner or pledgee of Securities and coupons and, subject to TIA
Sections 310(b) and 311, may otherwise deal with the Company with the same
rights it would have if it were not Indenture Trustee, Paying Agent, Security
Registrar, Authenticating Agent or such other agent.

     

    Section 6.05.                         
Money
Held in Trust.

     

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

     

    Section 6.06.                         
Compensation
and Reimbursement. 

     

    The
Company agrees:

     

    (1) to
pay to the Indenture 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 an Indenture Trustee of an
express trust);

     

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

     

    (3) to
indemnify each of the Indenture Trustee and any predecessor Indenture 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.

     

    When the
Indenture Trustee incurs expenses or renders services in connection with an
Event of Default specified in Section 5.01(5) or Section 5.01(6),
the expenses (including the reasonable charges and expenses of its counsel) and
the compensation for the services are intended to constitute expenses of
administration under any applicable Federal or state bankruptcy, insolvency or
other similar law.

     

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

     

    The
provisions of this Section shall survive the termination of this
Indenture.

     

    Section 6.07.                         
Corporate
Indenture Trustee Required; Eligibility; Conflicting
Interests.

     

    There
shall at all times be an Indenture Trustee hereunder which shall be eligible to
act as Indenture Trustee under TIA Section 310(a)(1) and shall have a
combined capital and surplus of at least $50,000,000. If such corporation
publishes reports of condition at least annually, pursuant to law or the
requirements of Federal, state, territorial or District of Columbia supervising
or examining authority, then for the purposes of this Section, the combined
capital and surplus of such corporation shall be deemed to be its combined
capital and surplus as set forth in its most recent report of condition so
published. If at any time the Indenture Trustee 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. Neither
the Company nor any Person directly or indirectly controlling, controlled by, or
under common control with the Company shall serve as Indenture
Trustee.

     

    
      
         

      

      
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    Section 6.08.                         
Resignation
and Removal; Appointment of Successor.

     

    (a) 
No resignation or removal of the Indenture Trustee and no appointment of a
successor Indenture Trustee pursuant to this Article shall become effective
until the acceptance of appointment by the successor Indenture Trustee in
accordance with the applicable requirements of Section 6.09.

     

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

     

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

     

    (d) 
If at any time:

     

    (1) the
Indenture Trustee shall fail to comply with the provisions of TIA
Section 310(b) after written request therefor by the Company or by any
Holder of a Security who has been a bona fide Holder of a Security for at least
six months, or

     

    (2) the
Indenture Trustee shall cease to be eligible under Section 6.07 and shall
fail to resign after written request therefor by the Company or by any Holder of
a Security who has been a bona fide Holder of a Security for at least six
months, or

     

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

     

    then, in
any such case, (i) the Company by or pursuant to a Board Resolution may
remove the Indenture Trustee and appoint a successor Indenture Trustee with
respect to all Securities, or (ii) subject to TIA Section 315(e), any
Holder of a Security 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 Indenture Trustee
with respect to all Securities and the appointment of a successor Indenture
Trustee or Indenture Trustees.

     

    (e) 
If the Indenture Trustee shall resign, be removed or become incapable of acting,
or if a vacancy shall occur in the office of Indenture Trustee 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 Indenture
Trustee or Indenture Trustees with respect to the Securities of that or those
series (it being understood that any such successor Indenture 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 Indenture 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 Indenture 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
Indenture Trustee, the successor Indenture Trustee so appointed shall, forthwith
upon its acceptance of such appointment, become the successor Indenture Trustee
with respect to the Securities of such series and to that extent supersede the
successor Indenture Trustee appointed by the Company. If no successor Indenture
Trustee with respect to the Securities of any series shall have been so
appointed by the Company or the Holders of Securities and accepted appointment
in the manner hereinafter provided, any Holder of a Security 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 Indenture Trustee with respect
to Securities of such series.

     

    
      
         

      

      
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    (f) 
The Company shall give notice of each resignation and each removal of the
Indenture Trustee with respect to the Securities of any series in the manner
provided for notices to the Holders of Securities in Section 1.06. Each
notice shall include the name of the successor Indenture Trustee with respect to
the Securities of such series and the address of its Corporate Trust
Office.

     

    Section 6.09.                         
Acceptance
of Appointment by Successor.

     

    (a) 
 In case of the appointment hereunder of a successor Indenture Trustee with
respect to all Securities, every such successor Indenture Trustee so appointed
shall execute, acknowledge and deliver to the Company and to the retiring
Indenture Trustee an instrument accepting such appointment, and thereupon the
resignation or removal of the retiring Indenture Trustee shall become effective
and such successor Indenture Trustee, without any further act, deed or
conveyance, shall become vested with all the rights, powers, trusts and duties
of the retiring Indenture Trustee; but, on request of the Company or the
successor Indenture Trustee, such retiring Indenture Trustee shall, upon payment
of its charges, execute and deliver an instrument transferring to such successor
Indenture Trustee all the rights, powers and trusts of the retiring Indenture
Trustee, and shall duly assign, transfer and deliver to such successor Indenture
Trustee all property and money held by such retiring
Indenture Trustee hereunder, subject nevertheless to its claim, if any, provided
for in Section 6.06.

     

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

     

    (c) 
Upon request of any such successor Indenture Trustee, the Company shall execute
any and all instruments for more fully and certainly vesting in and confirming
to such successor Indenture Trustee all such rights, powers and trusts referred
to in paragraph (a) or (b) of this Section 6.09, as the case may
be.

     

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

     

    Section 6.10.                         
Merger,
Conversion, Consolidation or Succession to Business.

     

    Any
corporation into which the Indenture 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 Indenture Trustee shall be a party, or
any corporation succeeding to all or substantially all of the corporate trust
business of the Indenture Trustee, shall be the successor of the Indenture
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 or
coupons shall have been authenticated, but not delivered, by
the Indenture Trustee then in office, any successor by merger, conversion or
consolidation to such authenticating Indenture Trustee may adopt such
authentication and deliver the Securities or coupons so authenticated with the
same effect as if such successor Indenture Trustee had itself authenticated such
Securities or coupons. In case any Securities or coupons shall not have been
authenticated by such predecessor Indenture Trustee, any such successor
Indenture Trustee may authenticate and deliver such Securities or coupons, in
either its own name or that of its predecessor Indenture Trustee, with the full
force and effect which this Indenture provides for the certificate of
authentication of the Indenture Trustee.

     

    
      
         

      

      
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    Section 6.11.                         
Appointment
of Authenticating Agent.

     

    At any
time when any of the Securities remain Outstanding, the Indenture 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 Indenture Trustee
to authenticate Securities of such series issued upon exchange, registration of
transfer or partial redemption or repayment thereof, and Securities so
authenticated shall be entitled to the benefits of this Indenture and shall be
valid and obligatory for all purposes as if authenticated by the Indenture
Trustee hereunder. Any such appointment shall be evidenced by an instrument in
writing signed by a Responsible Officer of the Indenture Trustee, a copy of
which instrument shall be promptly furnished to the Company. Wherever reference
is made in this Indenture to the authentication and delivery of Securities by
the Indenture Trustee or the Indenture Trustee’s certificate of authentication,
such reference shall be deemed to include authentication and delivery on behalf
of the Indenture Trustee by an Authenticating Agent and a certificate of
authentication executed on behalf of the Indenture Trustee by an Authenticating
Agent. Each Authenticating Agent shall be acceptable to the Company and shall at
all times be a bank or trust company or corporation organized and doing business
and in good standing under the laws of the United States of America or of any
state or the District of Columbia, authorized under such laws to act as
Authenticating Agent, having a combined capital and surplus of not less than
$50,000,000 and subject to supervision or examination by Federal or state
authorities. If such Authenticating Agent publishes reports of condition at
least annually, pursuant to laws or the requirements of the aforesaid
supervising or examining authority, then for the purposes of this Section, the
combined capital and surplus of such Authenticating Agent shall be deemed to be
its combined capital and surplus as set forth in its most recent report of
condition so published. In case at any time an Authenticating Agent shall cease
to be eligible in accordance with the provisions of this Section, such
Authenticating Agent shall resign immediately in the manner and with the effect
specified in this Section.

     

    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 further act on the part of the
Indenture Trustee or the Authenticating Agent.

     

    An
Authenticating Agent for any series of Securities may at any time resign by
giving written notice of resignation to the Indenture Trustee for such series
and to the Company. The Indenture Trustee for any series of Securities may at
any time terminate the agency of an Authenticating Agent by giving written
notice of termination to such Authenticating Agent and to the Company. Upon
receiving such a notice of resignation or upon such a termination, or in any
case at any time such Authenticating Agent shall cease to be eligible in
accordance with the provisions of this Section, the Indenture
Trustee for such series may appoint a successor Authenticating Agent which shall
be acceptable to the Company and shall give notice of such appointment to all
Holders of Securities of the series with respect to which such Authenticating
Agent will serve in the manner set forth in Section 1.06. 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 herein. No
successor Authenticating Agent shall be appointed unless eligible under the
provisions of this Section.

     

    The
Company agrees to pay to each Authenticating Agent from time to time reasonable
compensation including reimbursement of its reasonable expenses for its services
under this Section.

     

    
      
         

      

      
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    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 or in
lieu of the Indenture Trustee’s certificate of authentication, an alternate
certificate of authentication substantially in the following form:

     

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

    


    
      	 	
               [NAME
      OF INDENTURE TRUSTEE]

            	 
	 
      	
              as
      Indenture Trustee

            	 
      
	 
      	 
      	 
      
	 
      	
              By:

            	 
      	 
      	 
      
	 
      	
              as
      Authenticating Agent

            	 
      
	 
      	 
      	 
      
	 
      	
              By:

            	 
      	 
      	 
      
	 
      	
              Authorized
      Signatory

            	 
      


    

     

    ARTICLE VII

     

    HOLDERS’ LISTS AND REPORTS
BY INDENTURE TRUSTEE AND COMPANY

     

    Section 7.01.                         
Disclosure
of Names and Addresses of Holders.

     

    Every
Holder of Securities or coupons, by receiving and holding the same, agrees with
the Company and the Indenture Trustee that neither the Company nor the Indenture
Trustee nor any Authenticating Agent nor any Paying Agent nor any Security
Registrar shall be held accountable by reason of the disclosure of any
information as to the names and addresses of the Holders of Securities in
accordance with TIA Section 312, regardless of the source from which such
information was derived, and that the Indenture Trustee shall not be held
accountable by reason of mailing any material pursuant to a request made under
TIA Section 312(b).

     

    Section 7.02.                         
Reports
by Indenture Trustee.

     

    Within 60
days after May 15 of each year commencing with the first [ DATE ] after the
first issuance of Securities pursuant to this Indenture, the Indenture Trustee
shall transmit by mail to all Holders of Securities as provided in TIA
Section 313(c) a brief report dated as of [ DATE ] if required by TIA
Section 313(a). The Indenture Trustee also shall comply with TIA Sections
313(b) and 313(c).

     

    A copy of
each report at the time of its mailing to Holders shall be delivered to the
Company and filed by the Indenture Trustee with the Commission and each national
securities exchange on which the Securities are listed. The Company agrees to
notify the Indenture Trustee of each national securities exchange on which the
Securities are listed.

     

    Section 7.03.                         
Reports
by Company.

     

    The
Company will:

     

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

     

    
      
         

      

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

     

    (3) transmit
by mail to the Holders of Securities, within 30 days after the filing thereof
with the Indenture Trustee, in the manner and to the extent provided in TIA
Section 313(c), such summaries of any information, documents and reports
required to be filed by the Company pursuant to paragraphs (1) and
(2) of this Section as may be required by rules and regulations
prescribed from time to time by the Commission.

     

    Section 7.04.                         
Company
to Furnish Indenture Trustee Names and Addresses of Holders.

     

    The
Company will furnish or cause to be furnished to the Indenture
Trustee:

     

    (a) 
semiannually, not later than 15 days after the Regular Record Date for interest
for each series of Securities, a list, in such form as the Indenture Trustee may
reasonably require, of the names and addresses of the Holders
of Registered Securities of such series as of such Regular Record Date, or if
there is no Regular Record Date for interest for such series of Securities,
semiannually, upon such dates as are set forth in the Board Resolution or
indenture supplemental hereto authorizing such series, and

     

    (b) 
at such other times as the Indenture Trustee may request in writing, within 30
days after the receipt by the Company of any such request, a list of similar
form and content as of a date not more than 15 days prior to the time such list
is furnished, provided, however, that, so long as the Indenture Trustee is the
Security Registrar, no such list shall be required to be furnished.

     

    ARTICLE VIII

     

    CONSOLIDATION, MERGER,
SALE,  LEASE OR CONVEYANCE

     

    
            
Section 8.01.                         
Consolidations
and Mergers of Company and Sales, Leases and Conveyances Permitted Subject to
Certain Conditions.

    

     

    Without
the consent of any Holders of Securities, the Company may consolidate with, or
sell, lease or convey all or substantially all of its assets to, or merge with
or into any other corporation, provided that in any such case, (1) either
the Company shall be the continuing corporation, or the successor corporation
shall be a corporation organized and existing under the laws of the United
States or a State thereof and such successor corporation shall expressly assume
the due and punctual payment of the principal of (and premium, if any) and any
interest (including all Additional Amounts, if any, payable pursuant to
Section 10.10) on all of the Securities, according to their tenor, and the
due and punctual performance and observance of all of the covenants and
conditions of this Indenture to be performed by the Company by supplemental
indenture, complying with Article IX hereof, satisfactory to the Indenture
Trustee, executed and delivered to the Indenture Trustee by such corporation and
(2) immediately after giving effect to such transaction and treating any
indebtedness which becomes an obligation of the Company or any Subsidiary as a
result thereof as having been incurred by the Company or such Subsidiary at the
time of such transaction, no Event of Default, and no event which, after notice
or the lapse of time, or both, would become an Event of Default, shall have
occurred and be continuing.

     

    Section 8.02.                         
Rights
and Duties of Successor Corporation.

     

    In case
of any such consolidation, merger, sale, lease or conveyance and upon any such
assumption by the successor corporation, such successor corporation shall
succeed to and be substituted for the Company, with the same effect as if it had
been named herein as the party of the first part, and the predecessor
corporation, except in the event of a lease, shall be relieved of any further
obligation under this Indenture and the Securities. Such successor corporation
thereupon may cause to be signed, and may issue either in its own name or in the
name of the Company, any or all of the Securities issuable hereunder which
theretofore shall not have been signed by the Company and delivered to the
Indenture Trustee; and, upon the order of such successor corporation, instead of
the Company, and subject to all the terms, conditions and limitations in this
Indenture prescribed, the Indenture Trustee shall authenticate and shall deliver
any Securities which previously shall have been signed and delivered by the
officers of the Company to the Indenture Trustee for
authentication, and any Securities which such successor corporation thereafter
shall cause to be signed and delivered to the Indenture Trustee for that
purpose. All the Securities so issued shall in all respects have the same legal
rank and benefit under this Indenture as the Securities theretofore or
thereafter issued in accordance with the terms of this Indenture as though all
of such Securities had been issued at the date of the execution
hereof.

     

    
      
         

      

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

     

    Section 8.03.                         
Officers’
Certificate and Opinion of Counsel.

     

    Any
consolidation, merger, sale, lease or conveyance permitted under
Section 8.01 is also subject to the condition that the Indenture Trustee
receive an Officers’ Certificate and an Opinion of Counsel to the effect that
any such consolidation, merger, sale, lease or conveyance, and the assumption by
any successor corporation, complies with the provisions of this Article and
that all conditions precedent herein provided for relating to such transaction
have been complied with.

     

    ARTICLE IX

     

    SUPPLEMENTAL
INDENTURES

     

    Section 9.01.                         
Supplemental
Indentures Without Consent of Holders.

     

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

     

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

     

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

     

    (3) to
add any additional Events of Default for the benefit of the Holders of all or
any series of Securities (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 expressly being included solely for the benefit of such series);
provided, however, that in respect of any such additional Events of Default such
supplemental indenture may provide for a particular period of grace after
default (which period may be shorter or longer than that allowed in the case of
other defaults) or may provide for an immediate enforcement upon such default or
may limit the remedies available to the Indenture Trustee
upon such default or may limit the right of the Holders of a majority in
aggregate principal amount of that or those series of Securities to which such
additional Events of Default apply to waive such default; 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

     

    
      
         

      

      
        EXHIBIT
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    (5) to
change or eliminate any of the provisions of this Indenture, provided that any
such 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
secure one or more series of the Securities; or

     

    (7) to
establish the form or terms of Securities of any series and any related coupons
as permitted by Sections 2.01 and 3.01, including the provisions and procedures
relating to Securities convertible into Common Shares or Preferred Shares, as
the case may be; or

     

    (8) to
evidence and provide for the acceptance of appointment hereunder by a successor
Indenture 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 Indenture Trustee; or

     

    (9) 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
which shall not be inconsistent with the provisions of this Indenture, provided
such provisions shall not adversely affect the interests of the Holders of
Securities of any series or any related coupons 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 4.01, 14.02 and 14.03; 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.

     

    Section 9.02.                         
Supplemental
Indentures with Consent of Holders.

     

    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 Indenture Trustee, the Company, when
authorized by or pursuant to a Board Resolution, and the Indenture 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 and any related coupons 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, on) or any
installment of principal of or interest on, any Security; or reduce the
principal amount thereof or the rate or amount of interest thereon or any
Additional Amounts payable in respect thereof, or any premium payable upon the
redemption thereof, or change any obligation of the Company to pay Additional
Amounts pursuant to Section 10.10 (except as contemplated by
Section 8.01(1) and permitted by Section 9.01(1)), or reduce the
amount of principal of an Original Issue Discount Security that would be due and
payable upon a declaration of acceleration of the Maturity thereof pursuant to
Section 5.02 or the amount thereof provable in bankruptcy pursuant to
Section 5.04, or adversely affect any right of repayment at the option of
the Holder of any Security, or change any Place of Payment where, or the
currency or currencies, currency unit or units or composite currency or
currencies in which, any Security or any premium or the interest thereon is
payable, or impair the right to institute suit for the enforcement of any such
payment on or after the Stated Maturity thereof (or, in the case of redemption
or repayment at the option of the Holder, on or after the Redemption Date or the
Repayment Date, as the case may be), or

     

    (2) reduce
the percentage in principal amount of the Outstanding Securities of any series,
the consent of whose Holders is required for any such supplemental indenture, or
the consent of whose Holders is required for any waiver with respect to such
series (or 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 15.04 for quorum or voting,
or

     

    
      
         

      

      
        EXHIBIT
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    (3) modify
any of the provisions of this Section, Section 5.13 or Section 10.11,
except to increase the required percentage to effect such action or to provide
that certain other provisions of this Indenture cannot be modified or waived
without the consent of the Holder of each Outstanding Security affected
thereby.

     

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

     

    A
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.

     

    Section 9.03.                         
Execution
of Supplemental Indentures.

     

    In
executing, or accepting the additional trusts created by, any supplemental
indenture permitted by this Article or the modification thereby of the
trusts created by this Indenture, the Indenture 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 Indenture Trustee may, but shall not be
obligated to, enter into any such supplemental indenture which affects the
Indenture Trustee’s own rights, duties or immunities under this Indenture or
otherwise.

     

    Section 9.04.                         
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 and of any
coupon appertaining thereto shall be bound thereby.

     

    Section 9.05.                         
Conformity
with Trust Indenture Act.

     

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

     

    Section 9.06.                         
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 Indenture Trustee, bear a notation in form approved by the Indenture
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 Indenture Trustee and the Company, to any such
supplemental indenture may be prepared and executed by the Company and
authenticated and delivered by the Indenture Trustee in exchange for Outstanding
Securities of such series.

     

    ARTICLE X

     

    COVENANTS

     

    Section 10.01.                  
Payment
of Principal, Premium, if any; Interest and Additional
Amounts.

     

    The
Company covenants and agrees for the benefit of the Holders of each series of
Securities that it will duly and punctually pay the principal of (and premium,
if any) and interest on and any Additional Amounts payable in respect of the
Securities of that series in accordance with the terms of such series of
Securities, any coupons appertaining thereto and this Indenture. Unless
otherwise specified as contemplated by Section 3.01 with respect to any
series of Securities, any interest due on and any Additional Amounts payable in
respect of Bearer Securities on or before Maturity, other than Additional
Amounts, if any, payable as provided in Section 10.10 in respect of
principal of (or premium, if any, on) such a Security, shall be payable only upon presentation and surrender of the several coupons for
such interest installments as are evidenced thereby as they severally mature.
Unless otherwise specified with respect to Securities of any series pursuant to
Section 3.01, at the option of the Company, all payments of principal may
be paid by check to the registered Holder of the Registered Security or other
Person entitled thereto against surrender of such Security.

     

    
      
         

      

      
        EXHIBIT
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    Section 10.02.                  
Maintenance
of Office or Agency.

     

    If
Securities of a series are issuable only as Registered Securities, the Company
shall 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 or conversion, where Securities of that series may be surrendered for
registration of transfer or exchange and where notices and demands to or upon
the Company in respect of the Securities of that series and this Indenture may
be served. If Securities of a series are issuable as Bearer Securities, the
Company will maintain: in the Borough of Manhattan, The City of New York, an
office or agency where any Registered Securities of that series may be presented
or surrendered for payment or conversion, 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 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 or conversion in the circumstances
described in the following paragraph (and not otherwise); 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
(including payment of any Additional Amounts payable on Securities of that
series pursuant to Section 10.10) or conversion; 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, as the case may be, so long as the Securities
of that series are listed on such exchange; and 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 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 Indenture
Trustee of the location, and any change in the location, of each 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 Indenture Trustee with the address
thereof, such presentations, surrenders, notices and demands may be made or
served at the Corporate Trust Office of the Indenture Trustee, except that
Bearer Securities of that series and the related coupons may be presented and
surrendered for payment (including payment of any Additional Amounts payable on
Bearer Securities of that series pursuant to Section 10.10) or conversion
at the offices specified in the Security, in London, England, and the Company
hereby appoints the same as its agent to receive such respective presentations,
surrenders, notices and demands, and the Company hereby appoints the Indenture
Trustee its agent to receive all such presentations, surrenders, notices and
demands.

     

    Unless
otherwise specified with respect to any Securities pursuant to
Section 3.01, no payment of principal, premium or interest on or Additional
Amounts in respect of 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 any premium and
interest on any Bearer Security (including any Additional Amounts payable on
Securities of such series pursuant to Section 10.10) shall be made at the
office of the Company’s Paying Agent in the Borough of Manhattan, The City of
New York, if (but only if) payment in Dollars of the full amount of such
principal, premium, if any, interest or Additional Amounts, as the case may be,
at all offices or agencies outside the United States maintained for the purpose
by the Company in accordance with this Indenture, is illegal or effectively
precluded by exchange controls or other similar restrictions.

     

    The
Company may 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 of such purposes, and may from time to time rescind such
designations; provided, however, that no such designation or rescission shall in
any manner relieve the Company of its obligation to maintain an office or agency
in accordance with the requirements set forth above for Securities of any series
for such purposes. The Company will give prompt written notice to the Indenture
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 pursuant to Section 3.01 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 Indenture Trustee at its
Corporate Trust Office as Paying Agent in The City of New York and as its agent
to receive all such presentations, surrenders, notices and demands.

     

    
      
         

      

      
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    Unless
otherwise specified with respect to any Securities pursuant to
Section 3.01, if and so long as the Securities of any series (i) are
denominated in a Foreign Currency or (ii) may be payable in a Foreign
Currency, 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 10.03.                  
Money for
Securities Payments to Be Held in Trust.

     

    If the
Company shall at any time act as its own Paying Agent with respect to any series
of any Securities and any related coupons, it will, on or before each due date
of the principal of (and premium, if any), or interest on or Additional Amounts
in respect of, 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 or
currencies, currency unit or units or composite currency or currencies in which
the Securities of such series are payable (except as otherwise specified
pursuant to Section 3.01 for the Securities of such series) sufficient to
pay the principal (and premium, if any) or interest or Additional Amounts so
becoming due until such sums shall be paid to such Persons or otherwise disposed
of as herein provided, and will promptly notify the Indenture Trustee of its
action or failure so to act.

     

    Whenever
the Company shall have one or more Paying Agents for any series of Securities
and any related coupons, it will, on or before each due date of the principal of
(and premium, if any), or interest on or Additional Amounts in respect of, any
Securities of that series, deposit with a Paying Agent a sum (in the currency or
currencies, currency unit or units or composite currency or currencies described
in the preceding paragraph) sufficient to pay the principal (and premium, if
any) or interest or Additional Amounts, so becoming due, such sum to be held in
trust for the benefit of the Persons entitled to such principal, premium or
interest or Additional Amounts and (unless such Paying Agent is the Indenture
Trustee) the Company will promptly notify the Indenture Trustee of its action or
failure so to act.

     

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

     

    (1) hold
all sums held by it for payment of principal of (and premium, if any) or
interest on Securities in trust for the benefit of the Persons entitled thereto
until such sums shall be paid to such Persons or otherwise disposed of as herein
provided;

     

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

     

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

     

    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 Indenture Trustee all sums held in trust
by the Company or such Paying Agent, such sums to be held by the Indenture
Trustee upon the same trusts as those upon which such sums were held by the
Company or such Paying Agent; and, upon such payment by any Paying Agent to the
Indenture Trustee, such Paying Agent shall be released from all further
liability with respect to such sums.

     

    
      
         

      

      
        EXHIBIT
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    Except as
otherwise provided in the Securities of any series, any money deposited with the
Indenture Trustee or any Paying Agent, or then held by the Company, in trust for
the payment of the principal of (and premium, if any) or interest on, or any
Additional Amounts in respect of, any Security of any series and remaining
unclaimed for one year after such principal (and premium, if any), interest or
Additional Amounts has become due and payable shall be paid to the Company upon
Company Request or (if then held by the Company) shall be discharged from such
trust; and the Holder of such Security shall thereafter, as an unsecured general
creditor, look only to the Company for payment of such principal of (and
premium, if any) or interest on, or any Additional Amounts in respect of, any
Security, without interest thereon, and all liability of the Indenture 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
Indenture 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 10.04 .                  
Existence.

     

    Subject
to Article Eight, the Company will do or cause to be done all things
necessary to preserve and keep in full force and effect its trust existence, all
material rights (by trust agreement, by-laws and statute) and
material franchises, provided, however, that the Company shall not be required
to preserve any such right or franchise if the Board of Trustees shall determine
that the preservation thereof is no longer desirable in the conduct of the
business of the Company.

     

    Section 10.05 .                  
Maintenance
of Properties.

     

    The
Company will cause all of its material properties used or useful in the conduct
of its business or the business of any Subsidiary to be maintained and kept in
good condition, repair and working order and supplied with all necessary
equipment and will cause to be made all necessary repairs, renewals,
replacements, betterments and improvements thereof, all as in the judgment of
the Company may be necessary so that the business carried on in connection
therewith may be properly and advantageously conducted at all times; provided,
however, that the Company and its Subsidiaries shall not be prevented from
selling or otherwise disposing of their properties for value in the ordinary
course of business.

     

    Section 10.06 .                  
Insurance.

     

    The
Company will cause each of its and its Subsidiaries’ insurable properties to be
insured against loss or damage in an amount at least equal to their then full
insurable value with insurers of recognized responsibility.

     

    Section 10.07 .                  
Payment
of Taxes and Other Claims.

     

    The
Company will pay or discharge or cause to be paid or discharged, before the same
shall become delinquent, (1) all taxes, assessments and governmental
charges levied or imposed upon it or any Subsidiary or upon the income, profits
or property of the Company or any Subsidiary, and (2) all lawful claims for
labor, materials and supplies which, if unpaid, might by law become a lien upon
the property of the Company or any Subsidiary; provided, however, that the
Company shall not be required to pay or discharge or cause to be paid or
discharged any such tax, assessment, charge or claim whose amount, applicability
or validity is being contested in good faith by appropriate
proceedings.

     

    Section 10.08 .                  
Provision
of Financial Information.

     

    Whether
or not the Company is subject to Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Company will prepare the annual reports, quarterly
reports and other documents within 15 days of each of the respective dates by
which the Company would have been required to file such annual reports,
quarterly reports and other documents with the Commission pursuant to such
Section 13 or 15(d) and will (i) transmit by mail to all Holders,
as their names and addresses appear in the Security Register, without cost to
such Holders copies of the annual reports, quarterly reports and other documents
which the Company would have been required to file with the Commission pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934 if the
Company were subject to such Sections, and (ii) file with the Indenture
Trustee copies of the annual reports, quarterly reports and other documents
which the Company would have been required to file with the Commission pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934 if the
Company were subject to such Sections and (iii) promptly upon written
request and payment of the reasonable cost of duplication and delivery, supply
copies of such documents to any prospective Holder.

     

    
      
         

      

      
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    Section 10.09 .                  
Statement
as to Compliance.

     

    The
Company will deliver to the Indenture Trustee, within 120 days after the end of
each fiscal year, a brief certificate from the principal executive officer,
principal financial officer or principal accounting officer as to his or her
knowledge of the Company’s compliance with all conditions and covenants under
this Indenture and, in the event of any noncompliance, specifying such
noncompliance and the nature and status thereof. For purposes of this
Section 10.09, such compliance shall be determined without regard to any
period of grace or requirement of notice under this Indenture.

     

    Section 10.10.                  
Additional
Amounts.

     

    If any
Securities of a series provide for the payment of Additional Amounts, the
Company will pay to the Holder of any Security of such series or any coupon
appertaining thereto Additional Amounts as may be specified as contemplated by
Section 3.01. Whenever in this Indenture there is mentioned, in any context
except in the case of Section 5.02(1), the payment of the principal of or
any premium or interest on, or in respect of, any Security of any series or
payment of any related coupon or the net proceeds received on the sale or
exchange of any Security of any series, such mention shall be deemed to include
mention of the payment of Additional Amounts provided by the terms of such
series established pursuant to Section 3.01 to the extent that, in such
context, Additional Amounts are, were or would be payable in respect thereof
pursuant to such terms 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.

     

    Except as
otherwise specified as contemplated by Section 3.01, if the Securities of a
series provide for the payment of Additional Amounts, at least 10 days prior to
the first Interest Payment Date with respect to that series of Securities (or if
the Securities of that series will not bear interest prior to Maturity, the
first day on which a payment of principal and any premium is made), and at least
10 days prior to each date of payment of principal and any premium or interest
if there has been any change with respect to the matters set forth in the
below-mentioned Officers’ Certificate, the Company will furnish the Indenture
Trustee and the Company’s principal Paying Agent or Paying Agents, if other than
the Indenture Trustee, with an Officers’ Certificate instructing the Indenture
Trustee and such Paying Agent or Paying Agents whether such payment of principal
of any premium or interest on the Securities of that series shall be made to
Holders of Securities of that series or any related coupons who are not United
States persons without withholding for or on account of any tax, assessment or
other governmental charge described in the Securities of the series. If any such
withholding shall be required, then such Officers’ Certificate shall specify by
country the amount, if any, required to be withheld on such payments to such
Holders of Securities of that series or related coupons and the Company will pay
to the Indenture Trustee or such Paying Agent the Additional Amounts required by
the terms of such Securities. In the event that the Indenture Trustee or any
Paying Agent, as the case may be, shall not so receive the above-mentioned
certificate, then the Indenture Trustee or such Paying Agent shall be entitled
(i) to assume that no such withholding or deduction is required with
respect to any payment of principal or interest with respect to any Securities
of a series or related coupons until it shall have received a certificate
advising otherwise and (ii) to make all payments of principal and interest
with respect to the Securities of a series or related coupons without
withholding or deductions until otherwise advised. The Company covenants to
indemnify the Indenture Trustee and any Paying Agent for, and to hold them
harmless against, any loss, liability or expense reasonably incurred without
negligence or bad faith on their part arising out of or in
connection with actions taken or omitted by any of them or in reliance on any
Officers’ Certificate furnished pursuant to this Section or in reliance on
the Company’s not furnishing such an Officers’ Certificate.

     

    Section 10.11 .                  
Waiver of
Certain Covenants.

     

    The
Company may omit in any particular instance to comply with any term, provision
or condition set forth in Sections 10.04 to 10.08, inclusive, if before or after
the time for such compliance the Holders of at least a majority in principal
amount of all outstanding Securities of such series, by Act of such Holders,
either waive such compliance in such instance or generally waive compliance with
such covenant or condition, but no such waiver shall extend to or affect such
covenant 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 Indenture Trustee in respect of any such term, provision or condition shall
remain in full force and effect.

     

    
      
         

      

      
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    ARTICLE XI

     

    REDEMPTION OF
SECURITIES

     

    Section 11.01 .                  
Applicability
of Article.

     

    Securities
of any series which are redeemable before their Stated Maturity shall be
redeemable in accordance with their terms and (except as otherwise specified as
contemplated by Section 3.01 for Securities of any series) in accordance
with this Article.

     

    Section 11.02 .                  
Election
to Redeem; Notice to Indenture 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 of less than all of the Securities of any series, the Company shall, at
least 45 days prior to the giving of the notice of redemption in
Section 11.04 (unless a shorter notice shall be satisfactory to the
Indenture Trustee), notify the Indenture Trustee of such Redemption Date and of
the principal amount of Securities of such series to be redeemed. In the case of
any redemption of Securities 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 Indenture Trustee with an Officers’
Certificate evidencing compliance with such restriction.

     

    Section 11.03 .                  
Selection
by Indenture Trustee of Securities to Be Redeemed.

     

    If less
than all the Securities of any series issued on the same day with the same terms
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 Indenture Trustee,
from the Outstanding Securities of such series issued on such date with the same
terms not previously called for redemption, by such method as the Indenture
Trustee shall deem fair and appropriate and which may provide for the selection
for redemption of portions (equal to the minimum authorized denomination for
Securities of that series or any integral multiple thereof) of the principal
amount of Securities of such series of a denomination larger than the minimum
authorized denomination for Securities of that series.

     

    The Indenture Trustee shall promptly notify the Company and the
Security Registrar (if other than itself) 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.

     

    For all
purposes of this Indenture, unless the context otherwise requires, all
provisions relating to the redemption of the 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 11.04 .                  
Notice of
Redemption.

     

    Notice of
redemption shall be given in the manner provided in Section 1.06, not less
than 15 days nor more than 60 days prior to the Redemption Date, unless a
shorter period is specified by the terms of such series established pursuant to
Section 3.01, to each Holder of Securities to be redeemed, but failure to
give such notice in the manner herein provided to the Holder of any Security
designated for redemption as a whole or in part, or any defect in the notice to
any such Holder, shall not affect the validity of the proceedings for the
redemption of any other Security or portion thereof.

     

    Any
notice that is mailed to the Holders of Registered Securities in the manner
herein provided shall be conclusively presumed to have been duly given, whether
or not the Holder receives the notice.

     

    All
notices of redemption shall state:

     

    
      
         

      

      
        EXHIBIT
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    (1) the
Redemption Date,

     

    (2) the
Redemption Price, accrued interest to the Redemption Date payable as provided in
Section 11.06, if any, and Additional Amounts, if any,

     

    (3) if
less than all Outstanding Securities of any series are to be redeemed, the
identification (and, in the case of partial redemption, the principal amount) of
the particular Security or 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 a 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 to the
Redemption Date payable as provided in Section 11.06, if any, will become
due and payable upon each such Security, or the portion thereof, to be redeemed
and, if applicable, that interest thereon shall 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 pertaining thereto, if any, maturing after the
Redemption Date, are to be surrendered for payment of the Redemption Price and
accrued interest, if any, or for conversion,

     

    (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 date fixed for redemption 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 Indenture Trustee for such series and
any Paying Agent is furnished,

     

    (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 this Redemption
Date pursuant to Section 3.05 or otherwise, the last date, as determined by
the Company, on which such exchanges may be made,

     

    (10) the
CUSIP number of such Security, if any, and

     

    (11) if
applicable, that a Holder of Securities who desires to convert Securities for
redemption must satisfy the requirements for conversion contained in such
Securities, the then existing conversion price or rate, the place or places
where such Securities may be surrendered for conversion, and the date and time
when the option to convert shall expire.

     

    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 Indenture Trustee in
the name and at the expense of the Company.

     

    Section 11.05 .                  
Deposit
of Redemption Price.

     

    On or
prior to any Redemption Date, the Company shall deposit with the Indenture
Trustee or with a Paying Agent (or, if the Company is acting as its own Paying
Agent, which it may not do in the case of a sinking fund payment under
Article Twelve, segregate and hold in trust as provided in
Section 10.03) an amount of money in the currency or currencies, currency
unit or units or composite currency of currencies in which the Securities of
such series are payable (except as otherwise specified pursuant to
Section 3.01 for the Securities of such series) sufficient to pay on the
Redemption Date the Redemption Price of, and (except if the Redemption Date
shall be an Interest Payment Date) accrued interest on, all the Securities or
portions thereof which are to be redeemed on that date.

     

    
      
         

      

      
        EXHIBIT
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    If any
Securities called for redemption are converted, any money deposited with the
Indenture Trustee or with any Paying Agent or so segregated and held in trust
for the redemption of such Security shall be paid to the Company upon Company
Request or, if then held by the Company, shall be discharged from such
trust.

     

    Section 11.06 .                  
Securities
Payable on Redemption Date.

     

    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 or currencies, currency unit or units of
composite currency or currencies in which the Securities of such series are
payable (except as otherwise specified pursuant to
Section 3.01 for the Securities of such series) (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) 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 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 10.02) and, unless otherwise specified as
contemplated by Section 3.01, only upon presentation and surrender of
coupons for such interest; and provided further that, except as otherwise
provided with respect to Securities convertible into Common Shares or Preferred
Shares, 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 3.07.

     

    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 Indenture 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 Indenture 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 10.02) and, unless otherwise specified as contemplated
by Section 3.01, only upon presentation and surrender of those
coupons.

     

    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 borne by the Security.

     

    Section 11.07 .                  
Securities
Redeemed in Part.

     

    Any
Registered Security which is to be redeemed only in part (pursuant to the
provisions of this Article or of Article XII) shall be surrendered at
a Place of Payment therefor (with, if the Company or the Indenture Trustee so
requires, due endorsement by, or a written instrument of transfer in form
satisfactory to the Company and the Indenture Trustee duly executed by, the
Holder thereof or his attorney duly authorized in writing) and the Company shall
execute and the Indenture 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 in aggregate
principal amount equal to and in exchange for the unredeemed portion of the
principal of the Security so surrendered. If a Global Security is so
surrendered, the Company shall execute and the Indenture Trustee shall
authenticate and deliver to the depository, without service charge, a new Global
Security in a denomination equal to and in exchange for the unredeemed portion
of the principal of the Global Security so surrendered.

     

    
      
         

      

      
        EXHIBIT
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    ARTICLE XII

     

    SINKING
FUNDS

     

    Section 12.01 .                  
Applicability
of Article.

     

    The
provisions of this Article shall be applicable to any sinking fund for the
retirement of Securities of a series except as otherwise specified as
contemplated by Section 3.01 for Securities of such series.

     

    The
minimum amount of any sinking fund payment provided for by the terms of
Securities of any series is herein referred to as a “mandatory sinking fund
payment,” and any payment in excess of such minimum amount provided for by the
terms of such Securities of any series is herein referred to as an “optional
sinking fund payment.” If provided for by the terms of any Securities of any
series, the cash amount of any mandatory sinking fund payment may be subject to
reduction as provided in Section 12.02. 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 12.02 .                  
Satisfaction
of Sinking Fund Payments with Securities.

     

    The
Company may, in satisfaction of all or any part of any mandatory sinking fund
payment with respect to the Securities of a series, (1) deliver Outstanding
Securities of such series (other than any previously called for redemption)
together in the case of any Bearer Securities of such series with all unmatured
coupons appertaining thereto and (2) apply as a credit 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, as provided for
by the terms of such Securities, or which have otherwise been acquired by the
Company; provided that such Securities so delivered or applied as a credit have
not been previously so credited. Such Securities shall be received and credited
for such purpose by the Indenture Trustee at the applicable 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 12.03 .                  
Redemption
of Securities for Sinking Fund.

     

    Not less
than 60 days prior to each sinking fund payment date for Securities of any
series, the Company will deliver to the Indenture Trustee an Officers’
Certificate specifying the amount of the next ensuing mandatory sinking fund
payment for that series pursuant to the terms of that series, the portion
thereof, if any, which is to be satisfied by payment of cash in the currency or
currencies, currency unit or units or composite currency or currencies in which
the Securities of such series are payable (except as otherwise specified
pursuant to Section 3.01 for the Securities of such series) and the portion
thereof, if any, which is to be satisfied by delivering and crediting Securities
of that series pursuant to Section 12.02, and the optional amount, if any,
to be added in cash to the next ensuing mandatory sinking fund payment, and will
also deliver to the Indenture Trustee any Securities to be so delivered and
credited. If such Officers’ Certificate shall specify an optional amount to be
added in cash to the next ensuing mandatory sinking fund payment, the Company
shall thereupon be obligated to pay the amount therein specified. Not less than
30 days before each such sinking fund payment date the Indenture Trustee shall
select the Securities to be redeemed upon such sinking fund
payment date in the manner specified in Section 11.03 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 11.04. Such notice having been
duly given, the redemption of such Securities shall be made upon the terms and
in the manner stated in Sections 11.06 and 11.07.

     

    ARTICLE XIII

     

    REPAYMENT AT THE OPTION OF
HOLDERS

     

    Section 13.01 .                  
Applicability
of Article.

     

    Repayment
of Securities of any series before their Stated Maturity at the option of
Holders thereof shall be made in accordance with the terms of such Securities,
if any, and (except as otherwise specified by the terms of such series
established pursuant to Section 3.01) in accordance with this
Article.

     

    
      
         

      

      
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    Section 13.02 .                  
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 prior to the
Repayment Date it will deposit with the Indenture 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 10.03) an amount of money in the currency or
currencies, currency unit or units or composite currency or currencies in which
the Securities of such series are payable (except as otherwise specified
pursuant to Section 3.01 for the Securities of such series) 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 on, all the Securities or
portions thereof, as the case may be, to be repaid on such date.

     

    Section 13.03 .                  
Exercise
of Option.

     

    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.
In order for any Security to be repaid at the option of the Holder, the
Indenture Trustee must receive at the Place of Payment therefor specified in the
terms of such Security (or at such other place or places of which the Company
shall from time to time notify the Holders of such Securities) not earlier than
60 days nor later than 30 days prior to the Repayment Date (1) the Security
so providing for such repayment together with the “Option to Elect Repayment”
form on the reverse thereof duly completed by the Holder (or by the Holder’s
attorney duly authorized in writing) or (2) a telegram, telex, facsimile
transmission or a letter from a member of a national securities exchange, or the
National Association of Securities Dealers, Inc. (“NASD”), or a commercial
bank or trust company in the United States setting forth the name of the Holder
of the Security, the principal amount of the Security, the principal amount of
the Security to be repaid, the CUSIP number, if any, or a description of the
tenor and terms of the Security, a statement that the option to elect repayment
is being exercised thereby and a guarantee that the Security to be repaid,
together with the duly completed form entitled “Option to Elect Repayment” on
the reverse of the Security, will be received by the
Indenture Trustee not later than the fifth Business Day after the date of such
telegram, telex, facsimile transmission or letter; provided, however, that such
telegram, telex, facsimile transmission or letter shall only be effective if
such Security and form duly completed are received by the Indenture Trustee by
such fifth Business Day. 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.

     

    Section 13.04 .                  
When
Securities Presented for Repayment Become Due and Payable.

     

    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 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 10.02) and, unless otherwise specified
pursuant to Section 3.01, only upon presentation and surrender of such
coupons; and provided further that, in the case of Registered Securities,
installments of interest, if any, whose Stated Maturity is on or prior to the
Repayment Date shall be payable (but without interest thereon, unless the
Company shall default in the payment thereof) 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 3.07.

     

    
      
         

      

      
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    If any
Bearer Security surrendered for repayment shall not be accompanied for all
appurtenant coupons maturing after the Repayment Date, such Security may be paid
after deducting from the amount payable therefor as provided in
Section 13.02 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 Indenture 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
Indenture 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 10.02) and, unless otherwise specified as
contemplated by Section 3.01, only upon presentation and surrender of those
coupons.

     

    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 13.05 .                  
Securities
Repaid in Part.

     

    Upon
surrender of any Registered Security which is to be repaid in part only, the
Company shall execute and the Indenture Trustee shall authenticate and deliver
to the Holder of such Security, without service charge and at the expense of the
Company, a new Registered Security or Securities of the same series, of any
authorized denomination specified by the Holder, in an aggregate principal
amount equal to and in exchange for the portion of the principal of such
Security so surrendered which is not to be repaid.

     

    ARTICLE XIV

     

    DEFEASANCE AND COVENANT
DEFEASANCE

     

    Section 14.01.                  
Applicability
of Article; Company’s Option to Effect Defeasance or Covenant
Defeasance.

     

    If,
pursuant to Section 3.01, provision is made for either or both of
(a) defeasance of the Securities of or within a series under
Section 14.02 or (b) covenant defeasance of the Securities of or
within a series under Section 14.03, then the provisions of such
Section or Sections, as the case may be, together with the other provisions
of this Article (with such modifications thereto as may be specified
pursuant to Section 3.01 with respect to any Securities), shall be
applicable to such Securities and any coupons appertaining thereto, and the
Company may at its option by Board Resolution, at any time, with respect to such
Securities and any coupons appertaining thereto, elect to have
Section 14.02 (if applicable) or Section 14.03 (if applicable) be
applied to such Outstanding Securities and any coupons appertaining thereto upon
compliance with the conditions set forth below in this Article.

     

    Section 14.02.                  
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 coupons appertaining thereto on the date the conditions set
forth in Section 14.04 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 coupons appertaining thereto, which shall thereafter be deemed to be
“Outstanding” only for the purposes of Section 14.05 and the other Sections
of this Indenture referred to in clauses (A) and (B) below, and to
have satisfied all of its other obligations under such Securities and any
coupons appertaining thereto and this Indenture insofar as such Securities and
any coupons appertaining thereto are concerned (and the Indenture 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 coupons appertaining thereto to receive,
solely from the trust fund described in Section 14.04 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 coupons appertaining
thereto when such payments are due, (B) the Company’s obligations with
respect to such Securities under Sections 3.05, 3.06, 10.02 and 10.03 and with
respect to the payment of Additional Amounts, if any, on such Securities as
contemplated by Section 10.10, (C) the rights, powers, trusts, duties
and immunities of the Indenture Trustee hereunder and (D) this Article.
Subject to compliance with this Article XIV, the Company may exercise its
option under this Section notwithstanding the prior exercise of its option
under Section 14.03 with respect to such Securities and any coupons
appertaining thereto.

     

    
      
         

      

      
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    Section 14.03.                  
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 be released
from its obligations under Sections 10.04 to 10.08, inclusive, and, if specified
pursuant to Section 3.01, its obligations under any other covenant, with
respect to such Outstanding Securities and any coupons appertaining thereto on
and after the date the conditions set forth in Section 14.04 are satisfied
(hereinafter, “covenant defeasance”), and such Securities and any coupons
appertaining thereto shall thereafter be deemed to be not “Outstanding” for the
purposes of any direction, waiver, consent or declaration or Act of Holders (and
the consequences of any thereof) in connection with Sections 10.04 to 10.08,
inclusive, or such other covenant, but shall continue to be deemed “Outstanding”
for all other purposes hereunder. For this purpose, such covenant defeasance
means that, with respect to such Outstanding Securities and any coupons
appertaining thereto, the Company may omit to comply with and shall have no
liability in respect of any term, condition or limitation set forth in any
Section or such other covenant, whether directly or indirectly, by reason
of any reference elsewhere herein to any such Section or such other
covenant or by reason of reference in any such Section or such other
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 5.01(4) or 5.01(8) or otherwise, as the case may be, but,
except as specified above, the remainder of this Indenture and such Securities
and any coupons appertaining thereto shall be unaffected thereby.

     

    Section 14.04.                  
Conditions
to Defeasance or Covenant Defeasance.

     

    The
following shall be the conditions to application of Section 14.02 or
Section 14.03 to any Outstanding Securities of or within a series and any
coupons appertaining thereto:

     

    (a) 
The Company shall irrevocably have deposited or caused to be deposited with the
Indenture Trustee (or another trustee satisfying the requirements of
Section 6.07 who shall agree to comply with the provisions of this
Article XIV 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
coupons appertaining thereto, (1) an amount in such currency, currencies or
currency unit in which such Securities and any coupons appertaining thereto are
then specified as payable at Stated Maturity, or (2) Government Obligations
applicable to such securities and coupons appertaining thereto (determined on
the basis of the currency, currencies or currency unit in which such Securities
and coupons appertaining thereto are then specified as payable at Stated
Maturity) which through the scheduled payment of principal
and interest in respect thereof in accordance with their terms will provide, not
later than the due date of any payment of principal of (and premium, if any) and
interest, if any, on such Securities and any coupons appertaining thereto, money
in an amount, or (3) a combination thereof, in any case, in an amount,
sufficient, without consideration of any reinvestment of such principal and
interest, in the opinion of a nationally recognized firm of independent public
accountants expressed in a written certification thereof delivered to the
Indenture Trustee, to pay and discharge, and which shall be applied by the
Indenture 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 coupons appertaining thereto on the Stated
Maturity of such principal or installment of principal or interest and
(ii) any mandatory sinking fund payments or analogous payments applicable
to such Outstanding Securities and any coupons appertaining thereto 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 coupons appertaining
thereto.

     

    
      
         

      

      
        EXHIBIT
A-59

        
          

        

      

      
         

      

    

     

    (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.

     

    (c) 
No Event of Default or event which with notice or lapse of time or both would
become an Event of Default with respect to such Securities and any coupons
appertaining thereto shall have occurred and be continuing on the date of such
deposit or, insofar as Sections 5.01(6) and 5.01(7) 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).

     

    (d) 
In the case of an election under Section 14.02, the Company shall have
delivered to the Indenture Trustee an Opinion of Counsel stating that
(i) the Company has received from, or there has been published by, the
Internal Revenue Service a ruling, or (ii) since the date of execution of
this Indenture, there has been a change in the applicable Federal income tax
law, in either case to the effect that, and based thereon such opinion shall
confirm that, the Holders of such Outstanding Securities and any coupons
appertaining thereto will not recognize income, gain or loss for Federal income
tax purposes as a result of such defeasance and will be subject to Federal
income tax on the same amounts, in the same manner and at the same times as
would have been the case if such defeasance had not occurred.

     

    (e) 
In the case of an election under Section 14.03, the Company shall have
delivered to the Indenture Trustee an Opinion of Counsel to the effect that the
Holders of such Outstanding Securities and any coupons appertaining thereto will
not recognize income, gain or loss for Federal income tax purposes as a result
of such covenant defeasance and will be subject to Federal income tax on the
same amounts, in the same manner and at the same times as would have been the
case if such covenant defeasance had not occurred.

     

    (f) 
The Company shall have delivered to the Indenture Trustee an Officers’
Certificate and an Opinion of Counsel, each stating that all conditions
precedent to the defeasance under Section 14.02 or the covenant defeasance
under Section 14.03 (as the case may be) have been complied with and an
Opinion of Counsel to the effect that either (i) as a result of a deposit
pursuant to subsection (a) above and the related exercise of the
Company’s opinion under Section 14.02 or Section 14.03 (as the case
may be), registration is not required under the Investment Company Act of 1940,
as amended, by the Company, with respect to the trust funds representing such deposit or by the Indenture Trustee for such trust funds
or (ii) all necessary registrations under said Act have been
effected.

     

    (g) 
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 with may be imposed on the Company
in connection therewith pursuant to Section 3.01.

     

    Section 14.05.                  
Deposited
Money and Government Obligations to Be Held in Trust; Other Miscellaneous
Provisions.

     

    Subject
to the provisions of the last paragraph of Section 10.03, all money and
Government Obligations (or other property as may be provided pursuant to
Section 3.01) (including the proceeds thereof) deposited with the Indenture
Trustee (or other qualifying trustee, collectively for purposes of this
Section 14.05, the “Indenture Trustee”) pursuant to Section 14.04 in
respect of any Outstanding Securities of any series and any coupons appertaining
thereto shall be held in trust and applied by the Indenture Trustee, in
accordance with the provisions of such Securities and any coupons appertaining
thereto and this Indenture, to the payment, either directly or through any
Paying Agent (including the Company acting as its own Paying Agent) as the
Indenture Trustee may determine, to the Holders of such Securities and any
coupons appertaining thereto of all sums due and to become due thereon in
respect of principal (and premium, if any) and interest and Additional Amounts,
if any, but such money need not be segregated from other funds except to the
extent required by law.

     

    (a) 
Unless otherwise specified with respect to any Security pursuant to
Section 3.01, if, after a deposit referred to in
Section 14.04(a) has been made, the Holder of a Security in respect of
which such deposit was made is entitled to, and does, elect pursuant to
Section 3.01 or the terms of such Security to receive payment in a currency
or currency unit other than that in which the deposit pursuant to
Section 14.04(a) has been made in respect of such Security, or a
Conversion Event occurs in respect of the currency or currency unit in which the
deposit pursuant to Section 14.04(a) has been made, the indebtedness
represented by such Security and any coupons appertaining thereto 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 the same becomes due out of the process 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 or
currency unit in which such Security become payable as a result of such election
or Conversion Event based on the applicable market exchange rate for such
currency or currency unit in effect on the second Business Day prior to each
payment date, except, with respect to a Conversion Event, for such currency or
currency unit in effect (as nearly as feasible) at the time of the Conversion
Event.

     

    
      
         

      

      
        EXHIBIT
A-60

        
          

        

      

      
         

      

    

     

    The
Company shall pay and indemnify the Indenture Trustee against any tax, fee or
other charge imposed on or assessed against the Government Obligations deposited
pursuant to Section 14.04 or the principal and interest received in respect
thereof other than any such tax, fee or other charge which by law is for the
account of the Holders of such Outstanding Securities and any coupons
appertaining thereto.

     

    Anything
in this Article to the contrary notwithstanding, subject to
Section 6.06, the Indenture 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 14.04 which, in the opinion of a nationally recognized
firm of independent public accountants expressed in a written certification
thereof delivered to the Indenture Trustee, are in excess of the amount thereof
which would then be required to be deposited to effect a defeasance or covenant
defeasance, as applicable, in accordance with this Article.

     

    ARTICLE XV

     

    MEETINGS OF HOLDERS OF
SECURITIES

     

    Section 15.01 .                  
Purposes
for Which Meetings May Be Called.

     

    A meeting
of Holders of Securities of any 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 15.02 .                  
Call,
Notice and Place of Meetings.

     

    (a) 
The Indenture Trustee may at any time call a meeting of Holders of Securities of
any series for any purpose specified in Section 15.01, to be held at such
time and at such place as the Indenture 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 in Section 1.06, not
less than 20 nor more than 180 days prior to the date fixed for the
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 Indenture Trustee to call a meeting of the Holders of
Securities of such series for any purpose specified in Section 15.01, by
written request setting forth in reasonable detail the action proposed to be
taken at the meeting, and the Indenture Trustee shall not have made the first
publication of the notice of such meeting within 20 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 for such meeting and may call such meeting for such purposes by giving
notice thereof as provided in subsection (a) of this
Section.

     

    Section 15.03 .                  
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
or 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 Persons entitled
to vote at such meeting and their counsel, any representatives of the Indenture
Trustee and its counsel and any representatives of the Company and its
counsel.

     

    
      
         

      

      
        EXHIBIT
A-61

        
          

        

      

      
         

      

    

     

    Section 15.04 .                  
Quorum;
Action.

     

    The
Persons entitled to vote a majority 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 after 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 the
reconvening of any such adjourned meeting, such adjourned meeting may be further
adjourned for a period of not less than 10 days; at the reconvening of any
meeting adjourned or further adjourned for lack of a quorum, the persons
entitled to vote 25% in aggregate principal amount of the then Outstanding
Securities shall constitute a quorum for the taking of any action set forth in
the notice of the original meeting. Notice of the reconvening of any adjourned
meeting shall be given as provided in Section 15.02(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.

     

    Except as
limited by the proviso to Section 9.02, 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 Persons entitled to vote
a majority in aggregate principal amount of the Outstanding Securities
represented at such meeting; provided, however, that, except as limited by the
proviso to Section 9.02, 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 such specified percentage in principal
amount of the Outstanding Securities of that series.

     

    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.

     

    Notwithstanding
the foregoing provisions of this Section 15.04, 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 15.05 .                  
Determination
of Voting Rights; Conduct and Adjournment of Meetings.

     

    (a) 
Notwithstanding any provisions of this Indenture, the Indenture 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 it shall deem appropriate. Except as
otherwise permitted or required by any such regulations, the holding of
Securities shall be proved in the manner specified in Section 1.04 and the
appointment of any proxy shall be proved in the manner specified in
Section 1.04 or by having the signature of the Person executing the proxy
witnessed or guaranteed by any trust company, bank or banker authorized by
Section 1.04 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 1.04 or other proof.

     

    
      
         

      

      
        EXHIBIT
A-62

        
          

        

      

      
         

      

    

     

    (b) The
Indenture Trustee shall, by an instrument in writing, appoint a temporary
chairman of the meeting, unless the meeting shall have been called by the
Company or by Holders of Securities as provided in Section 15.02(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 (or other such
denomination issuable as determined by a Board Resolution pursuant to
Section 3.01(8)) of the Outstanding Securities of such series held or
represented by him; 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 15.02 at which a quorum is present may be adjourned from time to
time by Persons entitled to vote a majority in principal amount of the
Outstanding Securities of such series represented at the meeting, and the
meeting may be held as so adjourned without further notice.

     

    Section 15.06 .                  
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
fact, setting forth a copy of the notice of the meeting and showing that said
notice was given as provided in Section 15.02 and, if applicable,
Section 15.04. 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 Indenture Trustee to be preserved by
the Indenture Trustee, the latter to have attached thereto the ballots voted at
the meeting. Any record so signed and verified shall be conclusive evidence of
the matters therein stated.

     

    
      
         

      

      
        EXHIBIT
A-63

        
          

        

      

      
         

      

    

     

    SIGNATURES

     

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

    
      	 	      
              WINTHROP
      REALTY TRUST

            	 
	 	 	 	 
	
               

            	
              By:
      

            	 	 
	 	 	      
              Title:

            	 
	 	      
              Attest: 

            	 	 
	 	      
              Title: 

            	 	 
	 	 	 	 
	 	 	 	 


    

     

    
      
        	 	      
                [NAME
      OF INDENTURE TRUSTEE]

                
                  as
      Indenture Trustee

                

              	 
	 	 	 	 
	
                 

              	
                By:
      

              	 	 
	 	 	      
                Title:

              	 
	 	      
                Attest: 

              	 	 
	 	      
                Title:  

              	 	 
	 	 	 	 
	 	 	 	 


      

    

     

    
      
         

      

      
        EXHIBIT
A-64

        
          

        

      

      
         

      

    

     

    EXHIBIT A

     

    FORM OF
REDEEMABLE OR NON-REDEEMABLE SECURITY

    [Face of
Security]

     

    [If the
Holder of this Security (as indicated below) is The Depository Trust Company
(“DTC”) or a nominee of DTC, this Security is a Global Security and the
following two legends apply:

     

    Unless
this Security is presented by an authorized representative of The Depository
Trust Company (“DTC”), 55 Water Street, New York, New York to the Issuer or its
agent for registration of transfer, exchange or payment, and such Security
issued is registered in the name of CEDE & CO., or such other name as
requested by an authorized representative of DTC, ANY TRANSFER, PLEDGE OR OTHER
USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL, since the
registered owner hereof, CEDE & CO., has an interest
herein.

     

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

     

    [If this
Security is an Original Issue Discount Security, insert — FOR PURPOSES OF
SECTION 1273 AND 1275 OF THE UNITED STATES INTERNAL REVENUE CODE, THE
AMOUNT OF ORIGINAL ISSUE DISCOUNT ON THIS SECURITY IS
       % OF ITS PRINCIPAL AMOUNT, THE ISSUE
DATE IS
                     ,
20       [AND] THE YIELD TO MATURITY IS
      %. [THE METHOD USED TO DETERMINE THE AMOUNT
OF ORIGINAL ISSUE DISCOUNT APPLICABLE TO THE SHORT ACCRUAL PERIOD OF
                       ,
20        TO
                       ,
20      , IS
       % OF THE PRINCIPAL AMOUNT OF THIS
SECURITY.]

     

    WINTHROP
REALTY TRUST

     

    [Designation
of Series]

     

    No.           
$         

     

    WINTHROP
REALTY TRUST, an unincorporated association in the form of a business trust
organized under the laws of the State of Ohio (therein referred to as the
“Company,” which term includes any successor corporation under the Indenture
referred to on the reverse hereof), for value received, hereby promises to pay
to
                           
or registered assigns the principal sum of
              
Dollars on                             
(the “Stated Maturity Date”) [or insert date fixed for earlier redemption (the
“Redemption Date,” and together with the Stated Maturity Date with respect to
principal repayable on such date, the “Maturity Date.”)]

     

    [If the
Security is to bear interest prior to Maturity, insert — and to pay interest
thereon from
                      
or from the most recent Interest Payment Date to which interest has been paid or
duly provided for, semi-annually on
                      
and
                      
in each year (each, an “Interest Payment Date”), commencing
                      ,
at the rate of         % per annum,
until the principal hereof is paid or duly provided for. The interest so
payable, and punctually paid or duly provided for, on any Interest Payment Date
will, as provided in such Indenture, be paid to the Holder in whose name this
Security (or one or more Predecessor Securities) is registered at the close of
business on the Regular Record Date for such interest, which shall be the
                      
or
                      
(whether or not a Business Day), as the case may be, next preceding such
Interest Payment Date at the office or agency of the Company maintained for such
purpose; provided, however, that such interest may be paid, at the Company’s
option, by mailing a check to such Holder at its registered address or by
transfer of funds to an account maintained by such Holder within the United
States. Any such interest not so punctually paid or duly provided for shall
forthwith cease to be payable to the Holder on such Regular Record Date, and may
be paid to the Holder in whose name this Security (or one or more Predecessor
Securities) is registered at the close of business on a Special Record Date for
the payment of such Defaulted Interest to be fixed by the Indenture Trustee,
notice whereof shall be given to Holders of Securities of this series not less
than 10 days prior to such Special Record Date, or may be paid at any time in
any other lawful manner not inconsistent with the requirements of any securities
exchange on which the Securities of this series may be listed, and upon such
notice as may be required by such exchange, all as more fully provided in the
Indenture. Interest will be computed on the basis of a 360-day year of twelve
30-day months.]

     

    
      
         

      

      
        EXHIBIT
A-1

        
          

        

      

      
         

      

    

     

    [If the
Security is not to bear interest prior to Maturity, insert — The principal of
this Security shall not bear interest except in the case of a default in payment
of principal upon acceleration, upon redemption or at the [Stated] Maturity Date
and in such case the overdue principal of this Security shall bear interest at
the rate of        % per annum (to the extent
that the payment of such interest shall be legally enforceable), which shall
accrue from the date of such default in payment to the date payment of such
principal has been made or duly provided for. Interest on any overdue principal
shall be payable on demand. Any such interest on any overdue principal that is
not so paid on demand shall bear interest at the rate of
       % per annum (to the extent that the
payment of such interest shall be legally enforceable), which shall accrue from
the date of such demand for payment to the date payment of such interest has
been made or duly provided for, and such interest shall also be payable on
demand.]

     

    The
principal of this Security payable on the Stated Maturity Date [or the principal
of, premium, if any, and, if the Redemption Date is not an Interest Payment
Date, interest on this Security payable on the Redemption Date] will be paid
against presentation of this Security at the office or agency of the Company
maintained for that purpose in
                        ,
in such coin or currency of the United States of America as at the time of
payment is legal tender for the payment of public and private
debts.

     

    Interest
payable on this Security on any Interest Payment Date and on the [Stated]
Maturity Date [or Redemption Date, as the case may be,] will include interest
accrued from and including the next preceding Interest Payment Date in respect
of which interest has been paid or duly provided for (or from and including
                         ,
if no interest has been paid on this Security) to but excluding such
Interest Payment Date or the [Stated] Maturity Date [or Redemption Date, as the
case may be.] If any Interest Payment Date or the [Stated] Maturity Date or
[Redemption Date] falls on a day that is not a Business Day, as defined below,
principal, premium, if any, and/or interest payable with respect to such
Interest Payment Date or [Stated] Maturity Date [or Redemption Date, as the case
may be,] will be paid on the next succeeding Business Day with the same force
and effect as if it were paid on the date such payment was due, and no interest
shall accrue on the amount so payable for the period from and after such
Interest Payment Date or [Stated] Maturity Date [or Redemption Date, as the case
may be.] “Business Day” means any day, other than a Saturday or Sunday, on which
banks in
                         
are not required or authorized by law or executive order to close.

     

    [If this
Security is a Global Security, insert — All payments of principal, premium, if
any, and interest in respect of this Security will be made by the Company in
immediately available funds.]

     

    Reference
is hereby made to the further provisions of this Security set forth on the
reverse hereof, which further provisions shall for all purposes have the same
effect as if set forth at this place.

     

    Unless
the Certificate of Authentication hereon has been executed by the Indenture
Trustee by manual signature of one of its authorized signatories, this Security
shall not be entitled to any benefit under the Indenture, or be valid or
obligatory for any purpose.

     

    IN
WITNESS WHEREOF, the Company has caused this instrument to be duly executed
under its facsimile corporate seal.


    
      	
              Dated:

            	 
      	 
      	
              FIRST
      UNION REAL ESTATE EQUITY AND

            
	 
      	
              MORTGAGE
      INVESTMENTS

            
	 
      	 
      
	 
      	 
      
	 
      	
              By:

            	 
      	 
      
	 
      	 
      
	 
      	 
      
	
              Attest:

            	 
      
	 
      	 
      
	 
      	 
      
	
              Secretary

            	 
      


    

     

    
      
         

      

      
        EXHIBIT
A-2

        
          

        

      

      
         

      

    

     

    [Reverse of Security]

     

    WINTHROP
REALTY TRUST

     

    This
Security is one of a duly authorized issue of securities of the Company (herein
called the “Securities”), issued and to be issued in one or more series under an
Indenture, dated as of
                        ,
200   (herein called the “Indenture”) between the Company and
                        ,
as Indenture Trustee (herein called the “Indenture Trustee,” which term includes
any successor trustee under the Indenture with respect to the series of which
this Security is a part), to which Indenture and all indentures supplemental
thereto reference is hereby made for a statement of the respective rights,
limitations of rights, duties and immunities thereunder of the Company, the
Indenture Trustee and the Holders of the Securities, and of the terms upon which
the Securities are, and are to be, authenticated and delivered. This Security is
one of the duly authorized series of Securities designated on the face hereof
(collectively, the “Securities”), [if applicable, insert — and the aggregate
principal amount of the Securities to be issued under such series is limited to
$              
(except for Securities authenticated and delivered upon transfer of, or in
exchange for, or in lieu of other Securities).] All terms used in this Security
which are defined in the Indenture shall have the meanings assigned to them in
the Indenture.

     

    If an
Event of Default, as defined in the Indenture, shall occur and be continuing,
the principal of the Securities of this series may be declared due and payable
in the manner and with the effect provided in the Indenture.

     

    [If
applicable, insert — The Securities are subject to redemption [(i) (If
applicable, insert — on
                    
in any year commencing with the year
             and
ending with the year
                 
through operation of the sinking fund for this series at a Redemption Price
equal to 100% of the principal amount, and (2)] [If applicable, insert — at any
time [on or after
                    ],
as a whole or in part, at the election of the Company, at the following
Redemption Prices (expressed as a percentage of the principal
amount):


    If
redeemed on or before
                        ,
       % and if redeemed during the 12-month
period beginning
                    
of the years indicated at the Redemption Prices indicated below.

     

    
      	
              Year

            	 
      	
              Redemption
      Price

            	 
      	
              Year

            	 
      	
              Redemption
      Price

            	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      


    

     

    and
thereafter at a Redemption Price equal to
       % of the principal amount, together in
the case of any such redemption [If applicable, insert — (whether through
operation of the sinking fund or otherwise)] with accrued interest to the
Redemption Date; provided, however, that installments of interest on this
Security whose Stated Maturity is on or prior to such Redemption Date will be
payable to the Holder of this Security, or one or more Predecessor Securities,
of record at the close of business on the relevant Record Dates referred to on
the face hereof, all as provided in the Indenture.]

     

    [If
applicable, insert — The Securities are subject to redemption (1) on
              
in any year commencing with the year
               
and ending with the year
               
through operation of the sinking fund for this series at the Redemption Prices
for redemption through operation of the sinking fund (expressed as percentages
of the principal amount) set forth in the table below, and (2) at any time
[on or after
               ],
as a whole or in part, at the election of the Company, at the Redemption Prices
for redemption otherwise than through operation of the sinking fund (expressed
as percentages of the principal amount) set forth in the table below: If
redeemed during the 12-month period beginning
                  
of the years indicated,


    
      	
              Year

            	 
      	
              Redemption
      Price for Redemption

              Through
      Operation

              of
      the Sinking Fund

            	 
      	
              Redemption
      Price for Redemption

              Otherwise
      Than Through

              Operation
      of the Sinking Fund

            	 
      
	 
      	 
      	 
      	 
      	 
      	 
      


    

     

    and
thereafter at a Redemption Price equal to
        % of the principal amount,
together in the case of any such redemption (whether through operation of the
sinking fund or otherwise) with accrued interest to the Redemption Date;
provided, however, that installments of interest on this Security whose Stated
Maturity is on or prior to such Redemption Date will be payable to the Holder of
this Security, or one or more Predecessor Securities, of record at the close of
business on the relevant Record Dates referred to on the face hereof, all as
provided in the Indenture.]

     

    
      
         

      

      
        EXHIBIT
A-3

        
          

        

      

      
         

      

    

     

    [If
applicable, insert — The sinking fund for the Securities provides for the
redemption on
                
in each year, beginning with the year
          and ending with the year
         , of [not less than]
$         ] [(“mandatory sinking
fund”) and not more than
$         ] aggregate principal
amount of the Securities. [The Securities acquired or redeemed by the Company
otherwise than through [mandatory] sinking fund payments may be credited against
subsequent [mandatory] sinking fund payments otherwise required to be made in
the [describe order] order in which they become due.]]

     

    Notice of
redemption will be given by mail to Holders of Securities, not less than 15 nor
more than 60 days prior to the Redemption Date, all as provided in the
Indenture.

     

    In the
event of redemption of this Security in part only, a new Security or Securities
for the unredeemed portion hereof shall be issued in the name of the Holder
hereof upon the cancellation hereof.

     

    [If
applicable, insert conversion provisions set forth in any Board Resolution or
indenture supplemental to the Indenture.]

     

    The
Indenture permits, with certain exceptions as therein provided, the amendment
thereof and the modification of the rights and obligations of the Company and
the rights of the Holders of the Securities under the Indenture at any time by
the Company and the Indenture Trustee with the consent of the Holders of not
less than a majority of the aggregate principal amount of all Securities issued
under the Indenture at the time Outstanding and affected thereby. The Indenture
also contains provisions permitting the Holders of not less than a majority of
the aggregate principal amount of the Outstanding Securities, on behalf of the
Holders of all such Securities, to waive compliance by the Company with certain
provisions of the Indenture. Furthermore, provisions in the Indenture permit the
Holders of not less than a majority of the aggregate principal amount, in
certain instances, of the Outstanding Securities of any series to waive, on behalf of all of the Holders of Securities of such series,
certain past defaults under the Indenture and their consequences. Any such
consent or waiver by the Holder of this Security shall be conclusive and binding
upon such Holder and upon all future Holders of this Security and other
Securities issued upon the registration of transfer hereof or in exchange here
for or in lieu hereof, whether or not notation of such consent or waiver is made
upon this Security.

     

    No
reference herein to the Indenture and no provision of this Security or of the
Indenture shall alter or impair the obligation of the Company, which is absolute
and unconditional, to pay the principal of (and premium, if any) and interest on
this Security at the times, places and rate, and in the coin or currency, herein
prescribed.

     

    As
provided in the Indenture and subject to certain limitations therein [and
herein] set forth, the transfer of this Security is registrable in the Security
Register of the Company upon surrender of this Security for registration of
transfer at the office or agency of the Company in any place where the principal
of (and premium, if any) and interest on this Security are payable, duly
endorsed by, or accompanied by a written instrument of transfer in form
satisfactory to the Company and the Security Registrar duly executed by, the
Holder hereof or by his attorney duly authorized in writing, and thereupon one
or more new Securities, of authorized denominations and for the same aggregate
principal amount, will be issued to the designated transferee or
transferees.

     

    As
provided in the Indenture and subject to certain limitations therein [and
herein] set forth, this Security is exchangeable for a like aggregate principal
amount of Securities of different authorized denominations but otherwise having
the same terms and conditions, as requested by the Holder hereof surrendering
the same.

     

    The
Securities of this series are issuable only in registered form [without coupons]
in denominations of
$              
and any integral multiple thereof.

     

    No
service charge shall be made for any such registration of transfer or exchange,
but the Company may require payment of a sum sufficient to cover any tax or
other governmental charge payable in connection therewith.

     

    Prior to
due presentment of this Security for registration of transfer, the Company, the
Indenture Trustee and any agent of the Company or the Indenture Trustee may
treat the Person in whose name this Security is registered as the owner hereof
for all purposes, whether or not this Security be overdue, and neither the
Company, the Indenture Trustee nor any such agent shall be affected by notice to
the contrary.

     

    
      
         

      

      
        EXHIBIT
A-4

        
          

        

      

      
         

      

    

     

    No
recourse shall be had for the payment of the principal of or premium, if any, or
the interest on this Security, or for any claim based hereon, or otherwise in
respect hereof, or based on or in respect of the Indenture or any indenture
supplemental thereto, against any past, present or future shareholder,
beneficial owner, employee, officer or director, as such, of the Company or of
any successor, either directly or through the Company or any successor, whether
by virtue of any constitution, statute or rule of law or by the enforcement
of any assessment or penalty or otherwise, all such liability being, by the
acceptance hereof and as party of the consideration for the issue hereof,
expressly waived and released.

     

    The
Indenture and the Securities and coupons shall be governed by and construed in
accordance with the internal laws of the State of New York without regard to the
principles of the conflicts of laws thereof.

     

    
      
         

      

      
        EXHIBIT
A-5

        
          

        

      

      
         

      

    

     

    EXHIBIT B

     

    FORMS OF
CERTIFICATION

     

    
      
         

      

      
        EXHIBIT
B-1

        
          

        

      

      
         

      

    

     

    EXHIBIT B-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

     

    [Insert
title or sufficient description of Securities to be delivered]

     

    This is
to certify that, as of the date hereof, and except as set forth below, the
above-captioned Securities held by you for your account (i) are owned by
person(s) that are not citizens or residents of the United States, domestic
partnerships, domestic corporations or any estate or trust the income of which
is subject to United States Federal income taxation regardless of its source
(“United States person(s)”), (ii) are owned by United States person(s) that
are (a) foreign branches of United States financial institutions (financial
institutions, as defined in the United States Treasury Regulations
Section 2.165-12(c)(1)(v) 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
WINTHROP REALTY TRUST 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 Regulations 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.

     

    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 or electronic transmission 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 applied 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, as applicable]

     

    
      
         

      

      
        EXHIBIT
B-2

        
          

        

      

      
         

      

       

    

    
      	 
      	
              [Name
      of Person Making Certification]

            
	 
      	 
      
	 
      	 
      	 
      
	 
      	
              (Authorized
      Signature)

            
	 
      	
              Name:

            
	 
      	
              Title:

            


    

     

    
      
         

      

      
        EXHIBIT
B-3

        
          

        

      

      
         

      

    

     

     EXHIBIT B-2

     

    FORM OF
CERTIFICATE TO BE GIVEN BY EUROCLEAR AND CEDEL S.A. IN CONNECTION WITH THE
EXCHANGE OF A PORTION OF A TEMPORARY GLOBAL SECURITY OR TO OBTAIN INTEREST
PAYABLE PRIOR TO THE EXCHANGE DATE CERTIFICATE

     

    [Insert
title or sufficient description of Securities to be delivered]

     

    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 person(s) that are not citizens
or residents of the United States, domestic partnerships, domestic corporations
or any estate or trust the income of which is subject to United States Federal
income taxation regardless of its source (“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 Regulations Section 1.165-12(c)(1)(v) 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 WINTHROP REALTY TRUST
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 Regulations
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.

     

    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, as applicable]

     

     

    
      	 
      	
              [Morgan
      Guaranty Trust Company of New York,

            	 
      
	 
      	
              Brussels
      Office,] as Operator of the Euroclear

            	 
      
	 
      	
              System
      [CEDEL S.A.]

            	 
      
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	
              By:

            	 
      	 
      


    

    


    
      EXHIBIT
B-2-1