Exhibit 4.9


 


IMMUNOGEN, INC.


Issuer


 


AND


 


[                                   
]


 


Trustee


 


INDENTURE


 


Dated as of [                    
]


 


Senior Debt Securities


 

















 
CROSS-REFERENCE TABLE (1)
 


	
  Section of

  	
   

  	
   

  
	
  Trust Indenture Act

  	
   

  	
  Section of

  
	
  of 1939, as Amended

  	
   

  	
  Indenture

  
	
   

  	
   

  	
   

  
	
  310(a).

  	
   

  	
  7.09

  
	
  310(b).

  	
   

  	
  7.08

  
	
   

  	
   

  	
  7.10

  
	
  310(c).

  	
   

  	
  Inapplicable

  
	
  311(a).

  	
   

  	
  7.13(a)

  
	
  311(b).

  	
   

  	
  7.13(b)

  
	
  311(c).

  	
   

  	
  Inapplicable

  
	
  312(a)

  	
   

  	
  5.02(a)

  
	
  312(b).

  	
   

  	
  5.02(b)

  
	
  312(c).

  	
   

  	
  5.02(c)

  
	
  313(a).

  	
   

  	
  5.04(a)

  
	
  313(b).

  	
   

  	
  5.04(a)

  
	
  313(c).

  	
   

  	
  5.04(a)

  
	
   

  	
   

  	
  5.04(b)

  
	
  313(d).

  	
   

  	
  5.04(b)

  
	
  314(a).

  	
   

  	
  5.03

  
	
  314(b).

  	
   

  	
  Inapplicable

  
	
  314(c).

  	
   

  	
  13.06

  
	
  314(d).

  	
   

  	
  Inapplicable

  
	
  314(e).

  	
   

  	
  13.06

  
	
  314(f).

  	
   

  	
  Inapplicable

  
	
  315(a).

  	
   

  	
  7.01(a)

  
	
   

  	
   

  	
  7.02

  
	
  315(b).

  	
   

  	
  6.07

  
	
  315(c).

  	
   

  	
  7.01

  
	
  315(d).

  	
   

  	
  7.01(b)

  
	
   

  	
   

  	
  7.01(c)

  
	
  315(e).

  	
   

  	
  6.07

  
	
  316(a).

  	
   

  	
  6.06

  
	
   

  	
   

  	
  8.04

  
	
  316(b).

  	
   

  	
  6.04

  
	
  316(c).

  	
   

  	
  8.01

  
	
  317(a).

  	
   

  	
  6.02

  
	
  317(b).

  	
   

  	
  4.03

  
	
  318(a).

  	
   

  	
  13.08

  



 






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


 


i

















 


TABLE OF CONTENTS (2)


 


	
   

  	
   

  	
  Page

  
	
   

  	
   

  	
   

  
	
  ARTICLE I

  	
  DEFINITIONS

  	
  1

  
	
   

  	
   

  	
   

  
	
  SECTION 1.01

  	
  Definitions of Terms

  	
  1

  
	
   

  	
   

  	
   

  
	
  ARTICLE II

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

  	
  5

  
	
   

  	
   

  	
   

  
	
  SECTION 2.01

  	
  Designation and Terms of Securities

  	
  5

  
	
  SECTION 2.02

  	
  Form of Securities and Trustee’s Certificate

  	
  7

  
	
  SECTION 2.03

  	
  Denominations: Provisions for Payment

  	
  7

  
	
  SECTION 2.04

  	
  Execution and Authentications

  	
  9

  
	
  SECTION 2.05

  	
  Registration of Transfer and Exchange

  	
  10

  
	
  SECTION 2.06

  	
  Temporary Securities

  	
  11

  
	
  SECTION 2.07

  	
  Mutilated, Destroyed, Lost or Stolen Securities

  	
  11

  
	
  SECTION 2.08

  	
  Cancellation

  	
  12

  
	
  SECTION 2.09

  	
  Benefits of Indenture

  	
  12

  
	
  SECTION 2.10

  	
  Authenticating Agent

  	
  12

  
	
  SECTION 2.11

  	
  Global Securities

  	
  13

  
	
   

  	
   

  	
   

  
	
  ARTICLE III

  	
  REDEMPTION OF SECURITIES AND SINKING FUND PROVISIONS

  	
  14

  
	
   

  	
   

  	
   

  
	
  SECTION 3.01

  	
  Redemption

  	
  14

  
	
  SECTION 3.02

  	
  Notice of Redemption

  	
  14

  
	
  SECTION 3.03

  	
  Payment Upon Redemption

  	
  16

  
	
  SECTION 3.04

  	
  Sinking Fund

  	
  16

  
	
  SECTION 3.05

  	
  Satisfaction of Sinking Fund Payments with Securities

  	
  16

  
	
  SECTION 3.06

  	
  Redemption of Securities for Sinking Fund

  	
  17

  
	
   

  	
   

  	
   

  
	
  ARTICLE IV

  	
  COVENANTS

  	
  17

  
	
   

  	
   

  	
   

  
	
  SECTION 4.01

  	
  Payment of Principal, Premium and Interest

  	
  17

  
	
  SECTION 4.02

  	
  Maintenance of Office or Agency

  	
  17

  
	
  SECTION 4.03

  	
  Paying Agents

  	
  18

  
	
  SECTION 4.04

  	
  Appointment to Fill Vacancy in Office of Trustee

  	
  19

  
	
  SECTION 4.05

  	
  Compliance with Consolidation Provisions

  	
  19

  
	
   

  	
   

  	
   

  
	
  ARTICLE V

  	
  SECURITYHOLDERS’ LISTS AND REPORTS BY THE COMPANY AND THE
  TRUSTEE

  	
  19

  
	
   

  	
   

  	
   

  
	
  SECTION 5.01

  	
  Company to Furnish Trustee Names and Addresses of
  Securityholders

  	
  19

  
	
  SECTION 5.02 

  	
  Preservation Of Information; Communications With Securityholders

  	
  19

  
	
  SECTION 5.03

  	
  Reports by the Company

  	
  20

  
	
  SECTION 5.04

  	
  Reports by the Trustee

  	
  20

  
	
   

  	
   

  	
   

  
	
  ARTICLE VI

  	
  REMEDIES OF THE TRUSTEE AND SECURITYHOLDERS ON EVENT OF
  DEFAULT

  	
  21

  
				



 


ii

















 


	
  SECTION 6.01

  	
  Events of Default

  	
  21

  
	
  SECTION 6.02

  	
  Collection of Indebtedness and Suits for Enforcement by
  Trustee

  	
  23

  
	
  SECTION 6.03

  	
  Application of Moneys Collected

  	
  24

  
	
  SECTION 6.04

  	
  Limitation on Suits

  	
  25

  
	
  SECTION 6.05

  	
  Rights and Remedies Cumulative; Delay or Omission Not
  Waiver

  	
  25

  
	
  SECTION 6.06

  	
  Control by Securityholders

  	
  26

  
	
  SECTION 6.07

  	
  Undertaking to Pay Costs

  	
  26

  
	
   

  	
   

  	
   

  
	
  ARTICLE VII

  	
  CONCERNING THE TRUSTEE

  	
  27

  
	
   

  	
   

  	
   

  
	
  SECTION 7.01

  	
  Certain Duties and Responsibilities of Trustee

  	
  27

  
	
  SECTION 7.02

  	
  Certain Rights of Trustee

  	
  28

  
	
  SECTION 7.03

  	
  Trustee Not Responsible for Recitals or Issuance of
  Securities

  	
  29

  
	
  SECTION 7.04

  	
  May Hold Securities

  	
  30

  
	
  SECTION 7.05

  	
  Moneys Held in Trust

  	
  30

  
	
  SECTION 7.06

  	
  Compensation and Reimbursement

  	
  30

  
	
  SECTION 7.07

  	
  Reliance on Officers’ Certificate

  	
  31

  
	
  SECTION 7.08

  	
  Disqualification; Conflicting Interests

  	
  31

  
	
  SECTION 7.09

  	
  Corporate Trustee Required; Eligibility

  	
  31

  
	
  SECTION 7.10

  	
  Resignation and Removal; Appointment of Successor

  	
  31

  
	
  SECTION 7.11

  	
  Acceptance of Appointment By Successor

  	
  33

  
	
  SECTION 7.12

  	
  Merger, Conversion, Consolidation or Succession to Business

  	
  34

  
	
  SECTION 7.13

  	
  Preferential Collection of Claims Against the Company

  	
  35

  
	
   

  	
   

  	
   

  
	
  ARTICLE VIII

  	
  CONCERNING THE SECURITYHOLDERS

  	
  35

  
	
   

  	
   

  	
   

  
	
  SECTION 8.01

  	
  Evidence of Action by Securityholders

  	
  35

  
	
  SECTION 8.02

  	
  Proof of Execution by Securityholders

  	
  35

  
	
  SECTION 8.03

  	
  Who May be Deemed Owners

  	
  36

  
	
  SECTION 8.04

  	
  Certain Securities Owned by Company Disregarded

  	
  36

  
	
  SECTION 8.05

  	
  Actions Binding on Future Securityholders

  	
  36

  
	
  SECTION 8.06

  	
  Purposes for Which Meetings May Be Called

  	
  37

  
	
  SECTION 8.07

  	
  Call Notice and Place of Meetings

  	
  37

  
	
  SECTION 8.08

  	
  Persons Entitled To Vote at Meetings

  	
  37

  
	
  SECTION 8.09

  	
  Quorum; Action

  	
  38

  
	
  SECTION 8.10

  	
  Determination of Voting Rights; Conduct and Adjournment of
  Meetings

  	
  38

  
	
  SECTION 8.11

  	
  Counting Votes and Recording Action of Meetings

  	
  39

  
	
   

  	
   

  	
   

  
	
  ARTICLE IX

  	
  SUPPLEMENTAL INDENTURES

  	
  39

  
	
   

  	
   

  	
   

  
	
  SECTION 9.01

  	
  Supplemental Indentures Without the Consent of
  Securityholders

  	
  39

  
	
  SECTION 9.02

  	
  Supplemental Indentures With Consent of Securityholders

  	
  41

  
	
  SECTION 9.03

  	
  Effect of Supplemental Indentures

  	
  41

  
	
  SECTION 9.04

  	
  Securities Affected by Supplemental
  Indentures

  	
  41

  
	
  SECTION 9.05

  	
  Execution of Supplemental Indentures

  	
  42

  
	
   

  	
   

  	
   

  
	
  ARTICLE X

  	
  SUCCESSOR ENTITY

  	
  42

  
	
   

  	
   

  	
   

  
	
  SECTION 10.01

  	
  Company May Consolidate, Etc.

  	
  42

  
	
  SECTION 10.02

  	
  Successor Entity Substituted

  	
  43

  
	
  SECTION 10.03

  	
  Evidence of Consolidation, Etc. to Trustee

  	
  43

  
				



 


iii

















 


	
  ARTICLE XI

  	
  SATISFACTION AND DISCHARGE

  	
  43

  
	
   

  	
   

  	
   

  
	
  SECTION 11.01

  	
  Satisfaction and Discharge of Indenture

  	
  43

  
	
  SECTION 11.02

  	
  Discharge of Obligations

  	
  44

  
	
  SECTION 11.03

  	
  Deposited Moneys to be Held in Trust

  	
  44

  
	
  SECTION 11.04

  	
  Payment of Moneys Held by Paying Agents

  	
  45

  
	
  SECTION 11.05

  	
  Repayment to Company

  	
  45

  
	
   

  	
   

  	
   

  
	
  ARTICLE XII

  	
  IMMUNITY OF INCORPORATORS, STOCKHOLDERS, OFFICERS AND
  DIRECTORS

  	
  45

  
	
   

  	
   

  	
   

  
	
  SECTION 12.01

  	
  No Recourse

  	
  45

  
	
   

  	
   

  	
   

  
	
  ARTICLE XIII

  	
  MISCELLANEOUS PROVISIONS

  	
  46

  
	
   

  	
   

  	
   

  
	
  SECTION 13.01

  	
  Effect on Successors and Assigns

  	
  46

  
	
  SECTION 13.02

  	
  Actions by Successor

  	
  46

  
	
  SECTION 13.03

  	
  Surrender of Company Powers

  	
  46

  
	
  SECTION 13.04

  	
  Notices

  	
  46

  
	
  SECTION 13.05

  	
  Governing Law

  	
  46

  
	
  SECTION 13.06

  	
  Treatment of Securities as Debt

  	
  47

  
	
  SECTION 13.07

  	
  Compliance Certificates and Opinions

  	
  47

  
	
  SECTION 13.08

  	
  Payments on Business Days

  	
  47

  
	
  SECTION 13.09

  	
  Conflict with Trust Indenture Act

  	
  47

  
	
  SECTION 13.10

  	
  Counterparts

  	
  48

  
	
  SECTION 13.11

  	
  Separability

  	
  48

  
	
  SECTION 13.12

  	
  Assignment

  	
  48

  
				



 






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


 


iv

















 


INDENTURE,
dated as of [           ], by and between
ImmunoGen, Inc., a Massachusetts corporation (the “Company”), and [          ], as trustee (the “Trustee”):


 


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


 


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


 


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


 


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


 


ARTICLE I


 


DEFINITIONS


 


SECTION 1.01       Definitions
of Terms.


 


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


 


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


 


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


 


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


 

















 


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


 


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


 


“Certificate”
means a certificate signed by the principal executive officer, the principal
financial officer or the principal accounting officer of the Company. The
Certificate need not comply with the provisions of Section 13.07.


 


“Commission”
means the Securities and Exchange Commission.


 


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


 


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


 


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


 


“Default”
means an event which is, or after notice or lapse of time, or both, would
constitute an Event of Default.


 


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


 


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


 


“Exchange
Act” means the Securities Exchange Act of 1934, as amended.


 


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


 


“Governmental
Obligations” means securities that are (i) direct obligations of the
United States of America for the payment of which its full faith and credit is
pledged or (ii) obligations


 


2

















 


of
a Person controlled or supervised by and acting as an agency or instrumentality
of the United States of America, the payment of which is unconditionally
guaranteed as a full faith and credit obligation by the United States of
America that, in either case, are non-callable at the option of the issuer
thereof, and shall also include a depositary receipt issued by a bank (as
defined in Section 3(a)(2) of the Securities Act of 1933, as amended)
as custodian with respect to any such Governmental Obligation or a specific
payment of principal of or interest on any such Governmental Obligation held by
such custodian for the account of the holder of such depositary receipt;
provided, however, that (except as required by law) such custodian is not
authorized to make any deduction from the amount payable to the holder of such
depositary receipt from any amount received by the custodian in respect of the
Governmental Obligation or the specific payment of principal of or interest on
the Governmental Obligation evidenced by such depositary receipt.


 


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


 


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


 


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


 


“Officers’
Certificate” means a certificate signed by the President or a Vice President
and by the Chief Financial Officer, the Treasurer or an Assistant Treasurer or
the Controller or an Assistant Controller or the Secretary or an Assistant
Secretary of the Company that is delivered to the Trustee in accordance with
the terms hereof. Certificate shall include the statements provided for in Section 13.07,
if and to the extent required by the provisions thereof.


 


“Opinion
of Counsel” means a written opinion of counsel, who may be counsel to the
Company (and may include directors or employees of the Company) and which
opinion is acceptable to the Trustee which acceptance shall not be unreasonably
withheld.


 


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


 


3

















 


made
for giving such notice; and (c) Securities in lieu of or in substitution
for which other Securities shall have been authenticated and delivered pursuant
to the terms of Section 2.07.


 


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


 


“Predecessor
Security” of any particular Security means every previous Security evidencing
all or a portion of the same debt as that evidenced by such particular
Security; and, for the purposes of this definition, any Security authenticated
and delivered under Section 2.07 in lieu of a mutilated, destroyed, lost
or stolen Security shall be deemed to evidence the same debt as the mutilated,
destroyed, lost or stolen Security.


 


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


 


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


 


“Security
Register” has the meaning specified in Section 2.05.


 


“Security
Registrar” has the meaning specified in Section 2.05.


 


“Securityholder,”
“holder of Securities,” “registered holder,” or other similar term, means the
Person or Persons in whose name or names a particular Security shall be
registered in the Security Register.


 


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


 


“Trustee”
means the Person named as the “Trustee” in the first paragraph of this
instrument until a successor Trustee shall have become such pursuant to the
applicable provisions of this Indenture, and thereafter “Trustee” shall mean
such successor Trustee. The term “Trustee” as used with respect to a particular
series of the Securities shall mean the trustee with respect to that series.


 


“Trust
Indenture Act” means the Trust Indenture Act of 1939, as amended, subject to
the provisions of Sections 9.01, 9.02, and 10.01, as in effect at the date of
execution of this instrument; provided, however, that in the event the Trust
Indenture Act is amended after such


 


4

















 


date,
Trust Indenture Act means, to the extent required by such amendment, the Trust
Indenture Act of 1939, as so amended, or any successor statute.


 


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


 


ARTICLE II


 


ISSUE, DESCRIPTION, TERMS, EXECUTION,

REGISTRATION AND EXCHANGE OF SECURITIES


 


SECTION 2.01       Designation
and Terms of Securities.


 


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


 


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


 


(2)                                  the aggregate
principal amount of the Securities of such series initially to be issued and
any limit upon the aggregate principal amount of the Securities of that series
that may be authenticated and delivered under this Indenture (except for
Securities authenticated and delivered upon registration of transfer of, or in
exchange for, or in lieu of, other Securities of that series);


 


(3)                                  the currency or
units based on or relating to currencies in which debt securities of such
series are denominated and the currency or units in which principal or interest
or both will or may be payable;


 


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


 


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


 


(6)                                  the date or
dates from which such interest shall accrue, the Interest Payment Dates on
which such interest will be payable or the manner of determination of such Interest
Payment Dates, the place(s) of payment,


 


5














 


and
the record date for the determination of holders to whom interest is payable on
any such Interest Payment Dates or the method for determining such dates;


 


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


 


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


 


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


 


(10)                            whether or not
the debt securities will be secured or 
unsecured, and the terms of any secured debt;


 


(11)                            the form of the
Securities of the series including the 
form of the Certificate of Authentication for such series;


 


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


 


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


 


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


 


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


 


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


 


(17)                            any additional
or different Events of Default or restrictive covenants 


 


6

















 


provided for with respect to the Securities of the series.


 


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


 


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


 


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


 


SECTION 2.02       Form of
Securities and Trustee’s Certificate.


 


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


 


SECTION 2.03       Denominations:  Provisions for Payment.


 


The
Securities shall be issuable as registered Securities and in the denominations
of one thousand U.S. dollars ($1,000) or any integral multiple thereof, subject
to Section 2.01(a)(12).  The
Securities of a particular series shall bear interest payable on the dates and
at the rate specified with respect to that series.  The principal of and the interest on the
Securities of any series, as well as any premium thereon in case of redemption
thereof prior to maturity, shall be payable in the coin or currency of the
United States of America that at the time is legal tender for public and
private debt, at the office or agency of the Company maintained for that
purpose in the Borough of Manhattan, the City and State of New York. Each
Security shall be dated the date of its authentication.  Interest on the Securities shall be computed
on the basis of a 360-day year composed of twelve 30-day months.


 


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


 


7

















 


Interest
Payment Date, interest on such Security will be paid upon presentation and
surrender of such Security as provided in Section 3.03.


 


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


 


(1)                                  The Company may
make payment of any Defaulted Interest on Securities to the Persons in whose
names such Securities (or their respective Predecessor Securities) are
registered at the close of business on a special  record date for the payment of such Defaulted
Interest, which shall be fixed in the following manner:  the Company shall notify the Trustee in
writing of the amount of Defaulted Interest proposed to be paid on each such
Security and the date of the proposed payment, and at the same time the Company
shall deposit with the Trustee an amount of money equal to the aggregate amount
proposed to be paid in respect of such Defaulted Interest or shall make
arrangements satisfactory to the Trustee for such deposit prior to  the date of the proposed payment, such money
when deposited to be held in trust for the benefit of the Persons entitled to
such Defaulted Interest as in this clause provided.  Thereupon the Trustee shall fix a  special record date for the payment of such
Defaulted Interest which shall not be more than 15 nor less than 10 days prior
to the date of the proposed payment and not less than 10 days after the receipt
by the Trustee of the notice of the proposed payment.  The Trustee shall promptly notify the Company
of such special record date and, in the name and at the expense of the Company,
shall cause notice of the proposed payment of 
such Defaulted Interest and the special record date therefor to be
mailed, first class postage prepaid, to each Securityholder at his or her
address as it appears in the Security Register, not less than 10 days
prior  to such special record date.  Notice of the proposed  payment of such Defaulted Interest and the
special record date therefor having been mailed as aforesaid, such Defaulted
Interest shall be paid to the Persons in 
whose names such Securities (or their respective Predecessor Securities)
are registered on such special  record
date.


 


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


 


Unless
otherwise set forth in a Board Resolution of the Company or one or more
indentures supplemental hereto establishing the terms of any series of
Securities pursuant to


 


8

















 


Section 2.01
hereof, the term “regular record date” as used in this Section with
respect to a series of Securities with respect to any Interest Payment Date for
such series shall mean either the fifteenth day of the month immediately
preceding the month in which an Interest Payment Date established for such
series pursuant to Section 2.01 hereof shall occur, if such Interest
Payment Date is the first day of a month, or the last day of the month
immediately preceding the month in which an Interest Payment Date established
for such series pursuant to Section 2.01 hereof shall occur, if such
Interest Payment Date is the fifteenth day of a month, whether or not such date
is a Business Day.


 


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


 


SECTION 2.04       Execution
and Authentications.


 


The
Securities shall be signed on behalf of the Company by its President, or one of
its Vice Presidents, or its Treasurer, or one of its Assistant Treasurers, or
its Secretary, or one of its Assistant Secretaries, under its corporate seal
attested by its Secretary or one of its Assistant Secretaries. Signatures may
be in the form of a manual or facsimile signature.  The Company may use the facsimile signature
of any Person who shall have been a President or Vice President thereof, or of
any Person who shall have been a Treasurer or Assistant Treasurer thereof, or
of any Person who shall have been a Secretary or Assistant Secretary thereof,
notwithstanding the fact that at the time the Securities shall be authenticated
and delivered or disposed of such Person shall have ceased to be the President
or a Vice President, the Treasurer or an Assistant Treasurer or the Secretary
or an Assistant Secretary, of the Company. 
The seal of the Company may be in the form of a facsimile of such seal
and may be impressed, affixed, imprinted or otherwise reproduced on the
Securities.  The Securities may contain
such notations, legends or endorsements required by law, stock exchange rule or
usage. Each Security shall be dated the date of its authentication.


 


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


 


In
authenticating such Securities and accepting the additional responsibilities
under this Indenture in relation to such Securities, the Trustee shall be
entitled to receive, and (subject to Section 7.01) shall be fully
protected in relying upon, an Opinion of Counsel stating that the form and
terms thereof have been established in conformity with the provisions of this
Indenture.


 


9

















 


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


 


SECTION 2.05       Registration
of Transfer and Exchange.


 


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


 


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


 


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


 


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


 


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


 


10

















 


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


 


SECTION 2.06       Temporary
Securities.


 


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


 


SECTION 2.07       Mutilated,
Destroyed, Lost or Stolen Securities.


 


In
case any temporary or definitive Security shall become mutilated or be
destroyed, lost or stolen, the Company (subject to the next succeeding
sentence) shall execute, and upon the Company’s request the Trustee (subject as
aforesaid) shall authenticate and deliver, a new Security of the same series,
bearing a number not contemporaneously outstanding, in exchange and
substitution for the mutilated Security, or in lieu of and in substitution for
the Security so destroyed, lost or stolen. 
In every case the applicant for a substituted Security shall furnish to
the Company and the Trustee such security or indemnity as may be required by
them to save each of them harmless, and, in every case of destruction, loss or
theft, the applicant shall also furnish to the Company and the Trustee evidence
to their satisfaction of the destruction, loss or theft of the applicant’s
Security and of the ownership thereof. 
The Trustee may authenticate any such substituted Security and deliver
the same upon the written request or authorization of any officer of the
Company.  Upon the issuance of any
substituted Security, the Company may require the payment of a sum sufficient
to cover any tax or other governmental charge that may be imposed in relation
thereto and any other expenses (including the fees and expenses of the Trustee)
connected therewith. In case any Security that has matured or is about to
mature shall become


 


11

















 


mutilated
or be destroyed, lost or stolen, the Company may, instead of issuing a
substitute Security, pay or authorize the payment of the same (without
surrender thereof except in the case of a mutilated Security) if the applicant
for such payment shall furnish to the Company and the Trustee such security or
indemnity as they may require to save them harmless, and, in case of
destruction, loss or theft, evidence to the satisfaction of the Company and the
Trustee of the destruction, loss or theft of such Security and of the ownership
thereof.


 


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


 


SECTION 2.08       Cancellation.


 


All
Securities surrendered for the purpose of payment, redemption, exchange or
registration of transfer shall, if surrendered to the Company or any paying
agent, be delivered to the Trustee for cancellation, or, if surrendered to the
Trustee, shall be cancelled by it, and no Securities shall be issued in lieu
thereof except as expressly required or permitted by any of the provisions of
this Indenture. On request of the Company at the time of such surrender, the
Trustee shall deliver to the Company canceled Securities held by the
Trustee.  In the absence of such request
the Trustee may dispose of canceled Securities in accordance with its standard
procedures and deliver a certificate of disposition to the Company.  If the Company shall otherwise acquire any of
the Securities, however, such acquisition shall not operate as a redemption or
satisfaction of the indebtedness represented by such Securities unless and
until the same are delivered to the Trustee for cancellation.


 


SECTION 2.09       Benefits
of Indenture.


 


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


 


SECTION 2.10       Authenticating
Agent.


 


So
long as any of the Securities of any series remain Outstanding there may be an
Authenticating Agent for any or all such series of Securities which the Trustee
shall have the right to appoint.  Said
Authenticating Agent shall be authorized to act on behalf of the Trustee to
authenticate Securities of such series issued upon exchange, transfer or
partial redemption thereof, and Securities so authenticated shall be entitled
to the benefits of this Indenture and shall


 


12

















 


be
valid and obligatory for all purposes as if authenticated by the Trustee
hereunder.  All references in this
Indenture to the authentication of Securities by the Trustee shall be deemed to
include authentication by an Authenticating Agent for such series.  Each Authenticating Agent shall be acceptable
to the Company and shall be a corporation that has a combined capital and
surplus, as most recently reported or determined by it, sufficient under the
laws of any jurisdiction under which it is organized or in which it is doing
business to conduct a trust business, and that is otherwise authorized under
such laws to conduct such business and is subject to supervision or examination
by Federal or State authorities.  If at
any time any Authenticating Agent shall cease to be eligible in accordance with
these provisions, it shall resign immediately.


 


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


 


SECTION 2.11       Global
Securities


 


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


 


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


 


(c)                                  If at any time
the Depositary for a series of the Securities notifies the Company that it is
unwilling or unable to continue as Depositary for such series or if at any time
the Depositary for such series shall no longer be registered or in good
standing under the Exchange Act, or other applicable statute or regulation, and a
successor Depositary for such series is not appointed by the Company within 90 


 


13

















 


days
after the Company receives such notice or becomes aware of such condition, as
the case may be, this Section 2.11 shall no longer be applicable to the
Securities of such series and the Company will execute, and subject to Section 2.05,
the Trustee will authenticate and deliver the Securities of such series in
definitive registered form without coupons, in authorized denominations, and in
an aggregate principal amount equal to the principal amount of the Global
Security of such series in exchange for such Global Security.  In addition, the Company may at any time
determine that the Securities of any series shall no longer be represented by a
Global Security and that the provisions of this Section 2.11 shall no
longer apply to the Securities of such series. 
In such event the Company will execute and subject to Section 2.05,
the Trustee, upon receipt of an Officers’ Certificate evidencing such determination
by the Company, will authenticate and deliver the Securities of such series in
definitive registered form without coupons, in authorized denominations, and in
an aggregate principal amount equal to the principal amount of the Global Security
of such series in exchange for such Global Security.  Upon the exchange of the Global Security for
such Securities in definitive registered form without coupons, in authorized
denominations, the Global Security shall be canceled by the Trustee. Such
Securities in definitive registered form issued in exchange for the Global
Security pursuant to this Section 2.11(c) shall be registered in such
names and in such authorized denominations as the Depositary, pursuant to instructions
from its direct or indirect participants or otherwise, shall instruct the
Trustee.  The Trustee shall deliver such
Securities to the Depositary for delivery to the Persons in whose names such Securities
are so registered.


 


ARTICLE III


 


REDEMPTION OF SECURITIES AND SINKING

FUND PROVISIONS


 


SECTION 3.01       Redemption.


 


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


 


SECTION 3.02       Notice
of Redemption.


 


(a)                                  In case the
Company shall desire to exercise such right to redeem all or, as the case may
be, a portion of the Securities of any series in accordance with the right
reserved so to do, the Company shall, or shall cause the Trustee to, give
notice of such redemption to holders of the Securities of such series to be
redeemed by mailing, first class postage prepaid, a notice of such redemption
not less than 30 days and not more than 90 days before the date fixed for redemption
of that series to such holders at their last addresses as they shall appear
upon the Security Register unless a shorter period is specified in the
Securities to be redeemed.  Any notice
that is mailed in the manner herein provided shall be conclusively 


 


14

















 


presumed
to have been duly given, whether or not the registered holder receives the
notice.  In any case, failure duly to
give such notice to the holder of any Security of any series designated for redemption
in whole or in part, or any defect in the notice, shall not affect the validity
of the proceedings for the redemption of any other Securities of such series or
any other series.  In the case of any redemption
of Securities prior to the expiration of any restriction on such redemption
provided in the terms of such Securities or elsewhere in this Indenture, the
Company shall furnish the Trustee with an Officers’ Certificate evidencing
compliance with any such restriction.


 


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


 


(b)                                 If less than
all the Securities of a series are to be redeemed, the Company shall give the
Trustee at least 30 days’ notice in advance of the date fixed for redemption as
to the aggregate principal amount of Securities of the series to be redeemed,
and thereupon the Trustee shall select, by lot or in such other manner as it
shall deem appropriate and fair in its discretion and that may provide for the
selection of a portion or portions (equal to one thousand U.S. dollars ($1,000)
or any integral multiple thereof) of the principal amount of such Securities of
a denomination larger than $1,000, the Securities to be redeemed and shall
thereafter promptly notify the Company in writing of the numbers of the
Securities to be redeemed, in whole or in part. 
The Company may, if and whenever it shall so elect, by delivery of
instructions signed on its behalf by its President or any Vice President,
instruct the Trustee or any paying agent to call all or any part of the
Securities of a particular series for redemption and to give notice of
redemption in the manner set forth in this Section, such notice to be in the
name of the Company or its own name as the Trustee or such paying agent may
deem advisable.  In any case in which
notice of redemption is to be given by the Trustee or any such paying agent,
the Company shall deliver or cause to be delivered to, or permit to remain
with, the Trustee or such paying agent, as the case may be, such Security
Register, transfer books or other records, or suitable copies or extracts
therefrom, sufficient to enable the Trustee or such paying agent
to give any notice by mail that may be required under the provisions of this
Section.


 


15














 


SECTION 3.03       Payment Upon Redemption.


 


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


 


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


 


SECTION 3.04       Sinking Fund.


 


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


 


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


 


SECTION 3.05       Satisfaction of Sinking Fund Payments with Securities.


 


The
Company (i) may deliver Outstanding Securities of a series (other than any
Securities previously called for redemption) and (ii) may apply as a
credit Securities of a series that have been redeemed either at the election of
the Company pursuant to the terms of such Securities or through the application
of permitted optional sinking fund payments pursuant to the terms of such
Securities, in each case in satisfaction of all or any part of any sinking fund



 


16

















 


payment
with respect to the Securities of such series required to be made pursuant to
the terms of such Securities as provided for by the terms of such series,
provided that such Securities have not been previously so credited.  Such Securities shall be received and
credited for such purpose by the Trustee at the redemption price specified in
such Securities for redemption through operation of the sinking fund and the amount
of such sinking fund payment shall be reduced accordingly.


 


SECTION 3.06       Redemption of Securities for Sinking Fund.


 


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


 


ARTICLE IV


 


COVENANTS


 


SECTION 4.01       Payment of Principal, Premium and Interest.


 


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


 


SECTION 4.02       Maintenance of Office or Agency.


 


So
long as any series of the Securities remain Outstanding, the Company agrees to
maintain an office or agency in the Borough of Manhattan, the City and State of
New York, with respect to each such series and at such other location or
locations as may be designated as provided in this Section 4.02, where (i) Securities
of that series may be presented or surrendered for payment, (ii) Securities
of that series may be presented as herein above authorized for registration of
transfer and exchange, and (iii) notices and demands to or upon the
Company in respect of the Securities of that series and this Indenture may be
given or served, such designation to continue with respect to such office or
agency until the Company shall, by written notice signed by its President or a
Vice President and delivered to the trustee, designate some other office or
agency for such purposes or any of them. If at any time the Company shall fail
to maintain any such required office or agency or shall fail to furnish the
Trustee with the address thereof, such presentations, notices and demands may
be made or served at the Corporate Trust Office of the Trustee, and the Company
hereby appoints the Trustee as its agent to receive all such presentations,
notices and demands.


 


17

















 


SECTION 4.03       Paying Agents.


 


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


 


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


 


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


 


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


 


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


 


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


 


(c)                                  Notwithstanding
anything in this Section to the contrary, (i) the agreement to hold
sums in trust as provided in this Section is subject to the provisions of Section 11.05,
and (ii) 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 


 


18

















 


direct any paying agent to pay, to the Trustee all sums held in trust
by the Company or such paying agent, such sums to be held by the Trustee upon
the same terms and conditions as those upon which such sums were held by the
Company or such paying agent; and, upon such payment by any paying agent to the Trustee, such paying
agent shall be released from all further liability with respect to such money.


 


SECTION 4.04       Appointment to Fill Vacancy in Office of Trustee.


 


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


 


SECTION 4.05       Compliance with Consolidation Provisions.


 


The
Company will not, while any of the Securities remain Outstanding, consolidate
with or merge into any other Person, in either case where the Company is not
the survivor of such transaction, or sell or convey all or substantially all of
its property to any other company unless the provisions of Article X
hereof are complied with.


 


ARTICLE V


 


SECURITYHOLDERS’ LISTS AND REPORTS

BY THE COMPANY AND THE TRUSTEE


 


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


 


If
the Company is not the Security Register, the Company will furnish or use
reasonable efforts to cause to be furnished to the Trustee (a) on each
regular record date (as defined in Section 2.03) a list, in such form as
the Trustee may reasonably require, of the names and addresses of the holders
of each series of Securities as of such regular record date, provided that the
Company shall not be obligated to furnish or cause to furnish such list at any
time that the list shall not differ in any respect from the most recent list
furnished to the Trustee by the Company and (b) at such other times as the
Trustee may request in writing within 30 days after the receipt by the Company
of any such request, a list of similar form and content as of a date not more
than 15 days prior to the time such list is furnished; provided, however, that,
in either case, no such list need be furnished for any series for which the
Trustee shall be the Security Registrar.


 


SECTION 5.02       Preservation Of Information; Communications With
Securityholders.


 


(a)                                  The Trustee shall
preserve, in as current a form as is reasonably practicable, all information as
to the names and addresses of the holders of Securities contained in the most
recent list furnished to it as provided in Section 5.01 and as to the
names and addresses of holders of Securities received by the Trustee in its
capacity as Security Registrar (if acting in such capacity) and shall otherwise
comply with Section 312(a) of the Trust Indenture Act.


 


(b)                                 The Trustee may
destroy any list furnished to it as provided in Section 5.01 upon 


 


19

















 


receipt of a new list so furnished.


 


(c)                                  Securityholders may
communicate as provided in Section 312(b) of the Trust Indenture Act
with other Securityholders with respect to their rights under this Indenture or
under the Securities.


 


SECTION 5.03       Reports by the Company.


 


(a)                                  The Company covenants
and agrees to file with the Trustee, within 15 days after the Company is required
to file the same with the Commission, copies of the annual reports and of the
information, documents and other reports (or copies of such portions of any of
the foregoing as the Commission may from time to time by rules and
regulations prescribe) that the Company may be required to file with the
Commission pursuant to Section 13 or Section 15(d) of the
Exchange Act; or, if the Company is not required to file information, documents
or reports pursuant to either of such sections, then to file with the Trustee
and the Commission, in accordance with the rules and regulations
prescribed from time to time by the Commission, such of the supplementary and
periodic information, documents and reports that may be required pursuant to Section 13
of the Exchange Act, in respect of a security listed and registered on a
national securities exchange as may be prescribed from time to time in such rules and
regulations; provided, however, the Company shall not be required to deliver to
the Trustee any materials for which the Company has sought and received
confidential treatment by the Commission. 
The Company also shall comply with the other provisions of Section 314(a) of
the Trust Indenture Act.


 


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


 


(c)                                  The Company covenants
and agrees to transmit by mail, first class postage prepaid, or reputable
over-night delivery service that provides for evidence of receipt, to the
Securityholders, as their names and addresses appear upon the Security
Register, within 30 days after the filing thereof with the Trustee, such
summaries of any information, documents and reports required to be filed by the
Company pursuant to subsections (a) and (b) of this Section as
may be required by rules and regulations prescribed from time to time by
the Commission.


 


SECTION 5.04       Reports by the Trustee.


 


(a)                                  The Trustee shall
transmit to holders as provided in Section 313 of the Trust Indenture Act
such reports concerning the Trustee and its actions under this Indenture as may
be required by Section 313 of the Trust Indenture Act at the times and in
the manner provided by the Trust Indenture Act.


 


(b)                                 A copy of each such
report shall, at the time of such transmission to 


 


20

















 


Securityholders, be filed by the Trustee with the Company, with each
stock exchange upon which any Securities are listed (if so listed) and, if
required by Section 313 of the Trust Indenture Act, also with the
Commission.  The Company agrees to notify
the Trustee when any Securities become listed on any stock exchange.


 


ARTICLE VI


 


REMEDIES OF THE TRUSTEE AND SECURITYHOLDERS

ON EVENT OF DEFAULT


 


SECTION 6.01       Events of Default.


 


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


 


(1)                                  the Company defaults
in the payment of any installment of interest upon any of the Securities of
that series, as and when the same shall become due and payable, and continuance
of such default for a period of 90 days; provided, however, that a valid
extension of an interest payment period by the Company in accordance with the
terms of any indenture supplemental hereto shall not constitute a default in
the payment of interest for this purpose;


 


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


 


(3)                                  the Company fails to
observe or perform any other of its covenants or agreements with respect to
that series contained in this Indenture or otherwise established with respect
to that series of Securities pursuant to Section 2.01 hereof (other than a
covenant or agreement that has been expressly included in this Indenture solely
for the benefit of one or more series of Securities other than such series) for
a period of 90 days after the date on which written notice of such failure,
requiring the same to be remedied and stating that such notice is a “Notice of
Default” hereunder, shall have been given to the Company by the Trustee, by
registered or certified mail, or to the Company and the Trustee by the holders
of not less than a majority in principal amount of the Securities of that
series at the time Outstanding;


 


21

















 


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


 


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


 


(b)                                 In each and every such
case, unless the principal of all the Securities of that series shall have
already become due and payable, either the Trustee or the holders of not less
than a majority in aggregate principal amount of the Securities of that series
then Outstanding hereunder, by notice in writing to the Company (and to the
Trustee if given by such Securityholders), may declare the principal (or, if
any Securities of that series are discount securities, that portion of the
principal amount as may be specified in the terms of that series pursuant to Section 2.01(a)(16))
of (and premium, if any, on) and accrued and unpaid interest, if any, on all
the Securities of that series to be due and payable immediately, and upon any
such declaration the same hall become and shall be immediately due and payable.


 


(c)                                  At
any time after the principal of the Securities of that series shall have been
so declared due and payable, and before a judgment or decree for the payment of
the moneys due shall have been obtained or entered as hereinafter provided, the
holders of a majority in aggregate principal amount of the Securities of that
series then Outstanding hereunder (or, by action at a meeting of holders of the
Securities of such series in accordance with Section 8.09, the holders of
a majority in aggregate principal amount of the Securities of such series then
Outstanding represented at such meeting),
by written notice to the Company and the Trustee, may rescind and annul such
declaration and its consequences if:  (i) the
Company has paid or deposited with the Trustee a sum sufficient to pay all
matured installments of interest upon all the Securities of that series and the
principal of (and premium, if any, on) any and all Securities of that series
that shall have become due otherwise than by acceleration and (ii) any and
all Events of Default under this Indenture with respect to such series, other
than the nonpayment of principal of (and premium, if any, on) and accrued and
unpaid interest, if any, on Securities of that series that shall have become due
solely because of such acceleration, shall have been remedied, cured or waived
as provided in Section 6.06.  No
such rescission and annulment shall extend to or shall affect any subsequent
default or impair any right consequent thereon.


 


(d)                                 In case the Trustee
shall have proceeded to enforce any right with respect to Securities of that
series under this Indenture and such proceedings shall have been discontinued
or abandoned because of such rescission or annulment or for any 


 


22

















 


other reason or shall have been determined adversely to the Trustee,
then and in every such case, subject to any determination in such proceedings,
the Company, and the Trustee shall be restored respectively to their former
positions and rights hereunder, and all rights, remedies and powers of the
Company and the Trustee shall continue as though no such proceedings had been
taken.


 


SECTION 6.02       Collection of Indebtedness and Suits for Enforcement by
Trustee.


 


(a)                                  The
Company covenants that (1) in case it shall default in the payment of any
installment of interest on any of the Securities of a series, or any payment
required by any sinking or analogous fund established with respect to that
series as and when the same shall have become due and payable, and such default
shall have continued for a period of 90 Business Days, or (2) in case it shall
default in the payment of the principal of (or premium, if any, on) any of the
Securities of a series when the same shall have become due and payable, whether
upon maturity of the Securities of a series or upon redemption or upon
declaration or otherwise, then, upon
demand of the Trustee, the Company will pay to the Trustee, for the benefit of
the holders of the Securities of that series, the whole amount that then shall
have been become due and payable on all such Securities for principal (and premium,
if any) or interest, or both, as the case may be, with interest upon the
overdue principal (and premium, if any) and (to the extent that payment of such
interest is enforceable under applicable law) upon overdue installments of
interest at the rate per annum expressed in the Securities of that series; and,
in addition thereto, such further amount as shall be sufficient to cover the
costs and expenses of collection, and the amount payable to the Trustee under Section 7.06.


 


(b)                                 If the Company shall
fail to pay such amounts forthwith upon such demand, the Trustee, in its own
name and as trustee of an express trust, shall be entitled and empowered to institute
any action or proceedings at law or in equity for the collection of the sums so
due and unpaid, and may prosecute any such action or proceeding to judgment or
final decree, and may enforce any such judgment or final decree against the
Company or other obligor upon the Securities of that series and collect the
moneys adjudged or decreed to be payable in the manner provided by law out of
the property of the Company or other obligor upon the Securities of that
series, wherever situated.


 


(c)                                  In
case of any receivership, insolvency, liquidation, bankruptcy, reorganization,
readjustment, arrangement, composition or judicial proceedings affected the
Company, or its creditors or property, the Trustee shall have power to
intervene in such proceedings and take any action therein that may be permitted
by the court and shall (except as may be otherwise provided by law) be entitled
to file such proofs of claim and other papers and documents as may be necessary
or advisable in order to have the claims of the Trustee and of the holders of
Securities of such series allowed for the entire amount due and payable by the
Company under this Indenture at the date of institution of such proceedings and
for any additional amount that may become due and payable by the Company after
such date, and to collect and receive any moneys or other property payable or deliverable on any 


 


23

















 


such
claim, and to distribute the same after the deduction of the amount payable to
the Trustee under Section 7.06; and any receiver, assignee or trustee in
bankruptcy or reorganization is hereby authorized by each of the holders of
Securities of such series to make such payments to the Trustee, and, in the
event that the Trustee shall consent to the making of such payments directly to
such Securityholders, to pay to the Trustee any amount due it under Section 7.06.


 


(d)                                 All rights of action
and of asserting claims under this Indenture, or under any of the terms
established with respect to Securities of that series, may be enforced by the
Trustee without the possession of any of such Securities, or the production
thereof at any trial or other proceeding relative thereto, and any such suit or
proceeding instituted by the Trustee shall be brought in its own name as
trustee of an express trust, and any recovery of judgment shall, after
provision for payment to the Trustee of any amounts due under Section 7.06,
be for the ratable benefit of the holders of the Securities of such series.


 


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


 


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


 


SECTION 6.03       Application of Moneys Collected.


 


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


 


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


 


SECOND:                                            To the payment of the amounts then due and
unpaid upon Securities of such series for principal (and premium, if any) and
interest, in respect of which or for the benefit of which such money has been
collected, ratably, without preference or priority of any kind, according to
the amounts due and payable on such Securities for principal (and premium, if
any) and interest, respectively.


 


24

















 


SECTION 6.04       Limitation on Suits.


 


No
holder of any Security of any series shall have any right by virtue or by
availing of any provision of this Indenture to institute any suit, action or
proceeding in equity or at law upon or under or with respect to this Indenture
or for the appointment of a receiver or trustee, or for any other remedy
hereunder, unless (i) such holder previously shall have given to the
Trustee written notice of an Event of Default and of the continuance thereof
with respect to the Securities of such series specifying such Event of Default,
as hereinbefore provided; (ii) the holders of not less than a majority in
aggregate principal amount of the Securities of such series then Outstanding
shall have made written request upon the Trustee to institute such action, suit
or proceeding in its own name as trustee hereunder; (iii) such holder or
holders shall have offered to the Trustee such reasonable indemnity as it may
require against the costs, expenses and liabilities to be incurred therein or
thereby; and (iv) the Trustee for 60 days after its receipt of such
notice, request and offer of indemnity, shall have failed to institute any such
action, suit or proceeding and (v) during such 60 day period, the holders
of a majority in principal amount of the Securities of that series (or such
amount as shall have acted at a meeting of the holders of Securities of such
series pursuant to the provisions of this Indenture) do not give the Trustee a
direction inconsistent with the request; provided, however, that no one or more
of such holders may use this Indenture to prejudice the rights of another
holder or to obtain preference or priority over another holder.


 


Notwithstanding
anything contained herein to the contrary, any other provisions of this
Indenture, the right of any holder of any Security to receive payment of the
principal of (and premium, if any) and interest on such Security, as therein
provided, on or after the respective due dates expressed in such Security (or
in the case of redemption, on the redemption date), or to institute suit for
the enforcement of any such payment on or after such respective dates or
redemption date, shall not be impaired or affected without the consent of such
holder and by accepting a Security hereunder it is expressly understood,
intended and covenanted by the taker and holder of every Security of such
series with every other such taker and holder and the Trustee, that no one or
more holders of Securities of such series shall have any right in any manner
whatsoever by virtue or by availing of any provision of this Indenture to
affect, disturb or prejudice the rights of the holders of any other of such
Securities, or to obtain or seek to obtain priority over or preference to any
other such holder, or to enforce any right under this Indenture, except in the
manner herein provided and for the equal, ratable and common benefit of all
holders of Securities of such series. 
For the protection and enforcement of the provisions of this Section,
each and every Securityholder and the Trustee shall be entitled to such relief
as can be given either at law or in equity.


 


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


 


(a)                                  Except
as otherwise provided in Section 2.07, all powers and remedies given by
this Article to the Trustee or to the Securityholders shall, to the extent
permitted by law, be deemed cumulative
and not exclusive of any other powers and remedies available to the Trustee or
the holders of the Securities, by judicial proceedings or otherwise, to enforce
the performance or observance of the covenants and agreements contained in this
Indenture or otherwise established with respect to such Securities.


 


25














 


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


 


SECTION 6.06       Control
by Securityholders.


 


The
holders of a majority in aggregate principal amount of the Securities of any
series at the time Outstanding, determined in accordance with Section 8.01,
shall have the right to direct the time, method and place of conducting any
proceeding for any remedy available to the Trustee, or exercising any trust or
power conferred on the Trustee with respect to such series; provided, however,
that such direction shall not be in conflict with any rule of law or with
this Indenture or be unduly prejudicial to the rights of holders of Securities
of any other series at the time Outstanding determined in accordance with Section 8.01.  Subject to the provisions of Section 7.01,
the Trustee shall have the right to decline to follow any such direction if the
Trustee in good faith shall, by a Responsible Officer or Officers of the
Trustee, determine that the proceeding so directed would involve the Trustee in
personal liability.  The holders either (a) through
the written consent of not less than a majority in aggregate principal amount
of the Securities of any series at the time Outstanding or (b) by action
at a meeting of holders of the Securities of such series in accordance with Section 8.09,
by the holders of a majority in aggregate principal amount of the Securities of
such series then Outstanding represented at such meeting, may on behalf of the
holders of all of the Securities of such series waive any past default in the
performance of any of the covenants contained herein or established pursuant to
Section 2.01 with respect to such series and its consequences, except a
default in the payment of the principal of, or premium, if any, or interest on,
any of the Securities of that series as and when the same shall become due by
the terms of such Securities otherwise than by acceleration (unless such
default has been cured and a sum sufficient to pay all matured installments of
interest and principal and any premium has been deposited with the Trustee (in
accordance with Section 6.01(c)) and except in respect a provision hereof
which, under Section 9.02, cannot be modified or amended without the
consent of the holders of each Outstanding Security affected; provided however
that this Section shall not limit the right of holders of Securities of a
series to rescind and annul any acceleration as set forth in Section 6.01.  Upon any such waiver, the default covered
thereby shall be deemed to be cured for all purposes of this Indenture and the
Company, the Trustee and the holders of the Securities of such series shall be
restored to their former positions and rights hereunder, respectively; but no
such waiver shall extend to any subsequent or other default or impair any right
consequent thereon.  The provisions which
otherwise would be automatically deemed to be contained in this Indenture
pursuant to Section (316)(a)(1) of the Trust Indenture Act are hereby
expressly excluded from this Indenture, except to the extent such provisions
are expressly included herein.


 


SECTION 6.07       Undertaking
to Pay Costs.


 


All
parties to this Indenture agree, and each holder of any Securities by such
holder’s acceptance thereof shall be deemed to have agreed, that any court may
in its discretion require, in 


 


26

















 


any
suit for the enforcement of any right or remedy under this Indenture, or in any
suit against the Trustee for any action taken or omitted by it as Trustee, the
filing by any party litigant in such suit of an undertaking to pay the costs of
such suit, and that such court may in its discretion assess reasonable costs,
including reasonable attorneys’ fees, against any party litigant in such suit,
having due regard to the merits and good faith of the claims or defenses made
by such party litigant; but the provisions of this Section shall not apply
to any suit instituted by the Trustee, to any suit instituted by any
Securityholder, or group of Securityholders, holding more than 10% in aggregate
principal amount of the Outstanding Securities of any series, or to any suit
instituted by any Securityholder for the enforcement of the payment of the
principal of (or premium, if any) or interest on any Security of such series,
on or after the respective due dates expressed in such Security or established
pursuant to this Indenture.


 


ARTICLE VII


 


CONCERNING THE TRUSTEE


 


SECTION 7.01       Certain
Duties and Responsibilities of Trustee.


 


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


 


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


 


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


 


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


 


(ii)                                  in the absence
of bad faith on the part of the Trustee, the Trustee 


 


27

















 


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


 


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


 


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


 


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


 


SECTION 7.02       Certain
Rights of Trustee.


 


Except
as otherwise provided in Section 7.01:


 


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


 


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


 


28

















 


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


 


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


 


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


 


(f)                                    The Trustee
shall not be bound to make any investigation into the facts or matters stated
in any resolution, certificate, statement, instrument, opinion, report, notice,
request, consent, order, approval, bond, security, or other papers or
documents, unless requested in writing so to do by the holders of not less than
a majority in principal amount of the Outstanding Securities of the particular
series affected thereby (determined as provided in Section 8.04);
provided, however, that if the payment within a reasonable time to the Trustee
of the costs, expenses or liabilities likely to be incurred by it in the making
of such investigation is, in the opinion of the Trustee, not reasonably assured
to the Trustee by the security afforded to it by the terms of this Indenture,
the Trustee may require reasonable indemnity against such costs, expenses or
liabilities as a condition to so proceeding. 
The reasonable expense of every such examination shall be paid by the
Company or, if paid by the Trustee, shall be repaid by the Company upon demand;
and


 


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


 


SECTION 7.03       Trustee
Not Responsible for Recitals or Issuance of Securities.


 


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


 


29

















 


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


 


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


 


SECTION 7.04       May Hold
Securities.


 


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


 


SECTION 7.05       Moneys
Held in Trust.


 


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


 


SECTION 7.06       Compensation
and Reimbursement.


 


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


 


30

















 


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


 


SECTION 7.07       Reliance
on Officers’ Certificate.


 


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


 


SECTION 7.08       Disqualification;
Conflicting Interests.


 


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


 


SECTION 7.09       Corporate
Trustee Required; Eligibility.


 


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


 


SECTION 7.10       Resignation
and Removal; Appointment of Successor.


 


(a)                                  The Trustee or
any successor hereafter appointed, may at any time resign with respect to the
Securities of one or more series by giving written notice thereof
to the Company and by transmitting notice of resignation by mail, first class
postage 


 


31

















 


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


 


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


 


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


 


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


 


(3)                                  the Trustee
shall become incapable of acting, or shall be adjudged a bankrupt or insolvent,
or commence a voluntary bankruptcy proceeding, or a receiver of the Trustee or
of its property shall be appointed or consented to, or any public
officer shall take charge or control of the Trustee or of its property or
affairs for the purpose of rehabilitation, conservation or liquidation, then,
in any such case, the Company may remove the Trustee with respect to all
Securities and appoint a successor trustee by written instrument, in duplicate,
executed by order of the Board of Directors, one copy of which instrument shall
be delivered to the Trustee so removed and one copy to the successor trustee,
or, unless the Trustee’s duty to resign is stayed as provided herein, any
Securityholder who has been a bona fide holder of a Security or Securities for at
least six months may, on behalf of that holder and all others similarly
situated, petition any court of competent jurisdiction for the removal of the
Trustee and the appointment of a successor trustee.  Such court may thereupon after such notice,
if any, as it may deem proper and prescribe, remove the Trustee and appoint a successor
trustee.


 


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


 


32

















 


successor
Trustee for such series with the consent of the Company.


 


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


 


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


 


SECTION 7.11       Acceptance
of Appointment By Successor.


 


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


 


(b)                                 In case of the
appointment hereunder of a successor trustee with respect to the Securities of
one or more (but not all) series, the Company, the retiring Trustee and each
successor trustee with respect to the Securities of one or more series shall
execute and deliver an indenture supplemental hereto wherein each successor
trustee shall accept such appointment and which (1) shall contain such
provisions as shall be necessary or desirable to transfer and confirm to, and
to vest in, each successor trustee all the rights, powers, trusts and duties of
the retiring Trustee with respect to the Securities of that or those series to
which the appointment of such successor trustee relates, (2) shall contain
such provisions as shall be deemed necessary or desirable to confirm that all
the rights, powers, trusts and duties of the retiring Trustee with respect to
the Securities of that or those series as to which the retiring Trustee is not
retiring shall continue to be vested in the retiring Trustee, and (3) shall
add to or change any of the provisions of this Indenture as shall be necessary
to provide for or facilitate the administration of the trusts hereunder by more
than one Trustee, it being understood that nothing herein or in such
supplemental indenture shall constitute such Trustees co-trustees of the same
trust, that each such Trustee shall be trustee of a trust or trusts hereunder
separate and apart from any trust or trusts hereunder administered by any other
such Trustee and that no Trustee shall be responsible for any act or failure to
act on the part of any other Trustee hereunder; and upon the execution and
delivery of such supplemental indenture the resignation or 


 


33

















 


removal
of the retiring Trustee shall become effective to the extent provided therein,
such retiring Trustee shall with respect to the Securities of that or those
series to which the appointment of such successor trustee relates have no
further responsibility for the exercise of rights and powers or for the
performance of the duties and obligations vested in the Trustee under this
Indenture, and each such successor trustee, without any further act, deed or
conveyance, shall become vested with all the rights, powers, trusts and duties
of the retiring Trustee with respect to the Securities of that or those series
to which the appointment of such successor trustee relates; but, on request of
the Company or any successor trustee, such retiring Trustee shall duly assign,
transfer and deliver to such successor trustee, to the extent contemplated by
such supplemental indenture, the property and money held by such retiring
Trustee hereunder with respect to the Securities of that or those series to
which the appointment of such successor trustee relates.


 


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


 


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


 


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


 


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


 


Any
corporation into which the Trustee may be merged or converted or with which it
may be consolidated, or any corporation resulting from any merger, conversion
or consolidation to which the Trustee shall be a party, or any corporation
succeeding to the corporate trust business of the Trustee, shall be the
successor of the Trustee hereunder, provided that such corporation shall be
qualified under the provisions of Section 7.08 and eligible under the
provisions of Section 7.09, without the execution or filing of any paper
or any further act on the part of any of the parties hereto, anything herein to
the contrary notwithstanding.  In case
any Securities shall have been authenticated, but not delivered, by the Trustee
then in office, any successor by merger, conversion or consolidation to such
authenticating Trustee may adopt such authentication and deliver the Securities
so authenticated with the same effect as if such successor Trustee had itself
authenticated such Securities.


 


34














 


SECTION 7.13       Preferential
Collection of Claims Against the Company.


 


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


 


ARTICLE VIII


 


CONCERNING THE SECURITYHOLDERS


 


SECTION 8.01       Evidence
of Action by Securityholders.


 


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


 


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


 


SECTION 8.02       Proof
of Execution by Securityholders.


 


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


 


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


 


(b)                                 The ownership
of Securities shall be proved by the Security Register of such 


 


35

















 


Securities or by a certificate of the Security Registrar thereof.


 


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


 


SECTION 8.03       Who
May be Deemed Owners.


 


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


 


SECTION 8.04       Certain
Securities Owned by Company Disregarded.


 


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


 


SECTION 8.05       Actions
Binding on Future Securityholders.


 


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


 


36

















 


regard
thereto is made upon such Security.  Any
action taken by the holders of the majority or percentage in aggregate
principal amount of the Securities of a particular series specified in this
Indenture in connection with such action shall be conclusively binding upon the
Company, the Trustee and the holders of all the Securities of that series.


 


SECTION 8.06       Purposes
for Which Meetings May Be Called.


 


A
meeting of holders of any series of Securities 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 such series
of Securities.


 


Notwithstanding
anything contained in this Article VIII, the Trustee may, during the
pendency of a Default or an Event of Default, call a meeting of holders of any
series of Securities in accordance with its standard practices.


 


SECTION 8.07       Call
Notice and Place of Meetings.


 


(a)                                  The Trustee may
at any time call a meeting of holders of any series of Securities for any
purpose specified in Section 8.06 hereof, to be held at such time and at
such place in The City of New York or Boston, Massachusetts.  Notice of every meeting of holders of any
series of Securities, setting forth the time and the place of such meeting, in
general terms the action proposed to be taken at such meeting and the
percentage of the principal amount of the Outstanding Securities of such series
which shall constitute a quorum at such meeting, shall be given, in the manner
provided in Section 13.04 hereof, not less than 21 nor more than 180 days
prior to the date fixed for the meeting to holders of Outstanding Securities of
such series.


 


(b)                                 In case at any
time the Company, pursuant to a Board Resolution, or the holders of at least
10% in principal amount of the Outstanding Securities of any series shall have
requested the Trustee to call a meeting of the holders of Securities of such
series for any purpose specified in Section 8.06 hereof, by written
request setting forth in reasonable detail the action proposed to be taken at
the meeting, and the Trustee shall not have made the first
publication of the notice of such meeting within 21 days after receipt of such
request or shall not thereafter proceed to cause the meeting to be held as
provided herein, then the Company or the holders of Securities of such series
in the amount specified, as the case may be, may determine the time and the
place in The City of New York or Boston, Massachusetts for such meeting and may
call such meeting for such purposes by giving notice thereof as provided in
paragraph (a) of this Section.


 


SECTION 8.08       Persons
Entitled To Vote at Meetings.


 


To
be entitled to vote at any meeting of holders of Securities of a given series,
a Person shall be (a) a holder of one or more Outstanding Securities of
such series or (b) 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


 


37

















 


entitled
to be present or to speak at any meeting of holders shall be the Persons
entitled to vote at such meeting and their counsel, any representatives of the
Trustee and its counsel and any representatives of the Company and its counsel.


 


SECTION 8.09       Quorum;
Action.


 


The
Persons entitled to vote a majority in aggregate principal amount of the
Outstanding Securities of a given series shall constitute a quorum with respect
to a meeting of holders of Outstanding Securities of such series.  In the absence of a quorum within 30 minutes
of the time appointed for any such meeting, the meeting shall, if convened at
the request of holders of Securities of such series, be dissolved.  In any other case, the meeting may be
adjourned for a period of not less than 10 days as determined by the chairman
of the meeting prior to the adjournment of such meeting.  In the absence of a quorum at any such
adjourned meeting, such adjourned meeting may be further adjourned for a period
of not less than 10 days as determined by the chairman of the meeting prior to
the adjournment of such adjourned meeting. 
Notice of the reconvening of any adjourned meeting shall be given as
provided in Section 8.07(a) hereof, except that such notice need be
given only once and not less than five days prior to the date on which the
meeting is scheduled to be reconvened.


 


At
a meeting or an adjourned meeting duly reconvened and at which a quorum is
present as aforesaid, any resolution and all matters (except as limited by the
proviso to the first paragraph of Section 9.02 hereof) shall be
effectively passed and decided if passed or decided by the Persons entitled to
vote not less than a majority in aggregate principal amount of Outstanding
Securities of a series represented and voting at such meeting with respect to a
meeting of holders of Outstanding Securities of such series.


 


Any
resolution passed or decisions taken at any meeting of holders of Securities
duly held in accordance with this Section shall be binding on all the
holders of Securities of such series, whether or not present or represented at
the meeting.


 


SECTION 8.10       Determination
of Voting Rights; Conduct and Adjournment of Meetings.


 


(a)                                  Notwithstanding
any other provisions of this Indenture, the Trustee may make such reasonable
regulations as it may deem advisable for any meeting of holders of Securities
in regard to proof of the holding of Securities 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.


 


(b)                                 The Trustee
shall, by an instrument in writing, appoint a temporary chairman (which may be
the Trustee) of the meeting, unless the meeting shall have been called by the
Company or by holders of Securities of a given series as provided in Section 8.07(b) hereof,
in which case the Company or the holders of Securities of such 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 


 


38

















 


principal amount of the Outstanding Securities of such series
represented at the meeting.


 


(c)                                  At any meeting,
each holder of a Security of the series in respect of which such meeting is
being held or proxy shall be entitled to one vote for each $1,000 principal
amount of 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 of such series 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 duly called pursuant to Section 8.07 hereof 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 the series
in respect of which such meeting is being held represented at the meeting, and
the meeting may be held as so adjourned without further notice.


 


SECTION 8.11       Counting
Votes and Recording Action of Meetings.


 


The
vote upon any resolution submitted to any meeting of holders of Securities of a
given 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 such
series shall be prepared by the secretary of the meeting and there shall be
attached to said record the original reports of the inspectors of votes on any
vote by ballot taken thereat and affidavits by one or more Persons having
knowledge of the facts setting forth a copy of the notice of the meeting and
showing that said notice was given as provided in Section 8.07 hereof and,
if applicable, Section 8.09 hereof. Each copy shall be signed and verified
by the affidavits of the permanent chairman and secretary of the meeting and
one such copy shall be delivered to the Company and another to the Trustee to
be preserved by the Trustee, the latter to have attached thereto the ballots
voted at the meeting.  Any record so
signed and verified shall be conclusive evidence of the matters therein stated.


 


ARTICLE IX


 


SUPPLEMENTAL INDENTURES


 


SECTION 9.01       Supplemental
Indentures Without the Consent of Securityholders.


 


In
addition to any supplemental indenture otherwise authorized by this Indenture,
the Company and the Trustee may from time to time and at any time enter into an
indenture or indentures supplemental hereto (which shall conform to the
provisions of the Trust Indenture Act


 


39

















 


as
then in effect), without the consent of the Securityholders, for one or more of
the following purposes:


 


(a)                                  cure any
ambiguity, correct or supplement any provision herein which may be inconsistent
with any other provision herein or which is otherwise defective, or make any
other provisions with respect to matters or questions arising under this
Indenture which the Company and the Trustee may deem necessary or desirable and
which shall not be inconsistent with the provisions of this Indenture;


 


(b)                                 to comply with Article X;


 


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


 


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


 


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


 


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


 


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


 


(h)                                 comply with the
requirements of the Commission in order to effect or maintain the qualification
of this Indenture under the Trust Indenture Act.


 


The
Trustee is hereby authorized to join with the Company in the execution of any
such supplemental indenture, and to make any further appropriate agreements and
stipulations that may be therein contained, but the Trustee shall not be
obligated to enter into any such supplemental indenture that affects the
Trustee’s own rights, duties or immunities under this Indenture or otherwise.


 


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


 


40

















 


SECTION 9.02       Supplemental
Indentures With Consent of Securityholders.


 


With
the written consent of the holders of at least a majority in aggregate
principal amount of the Outstanding Securities of any series or by action at a
meeting of holders of the Securities of such series in accordance with Section 8.09,
by the holders of a majority in aggregate principal amount of the Securities of
such series then Outstanding represented at such meeting, the Company, when
authorized by Board Resolutions, and the Trustee may from time to time and at
any time enter into an indenture or indentures supplemental hereto (which shall
conform to the provisions of the Trust Indenture Act as then in effect) for the
purpose of adding any provisions to or changing in any manner or eliminating
any of the provisions of this Indenture or of any supplemental indenture or of
modifying in any manner not covered by Section 9.01 the rights of the
holders of the Securities of such series under this Indenture; provided,
however, that no such supplemental indenture shall, without the consent of the
holders of each Security then Outstanding and affected thereby, (i) extend
the fixed maturity of any Securities of any series, or reduce the principal
amount thereof, or reduce the rate or extend the time of payment of interest
thereon, or reduce any premium payable upon the redemption thereof, (ii) reduce
the aforesaid percentage of Securities, the holders of which are required to
consent to any such supplemental indenture, or any consent or waiver, (iii) reduce
the principal amount of discount securities payable upon acceleration of the
maturity of any Securities of any series or (iv) make the principal of or
premium or interest on any Security of a series payable in currency or currency
units other than that stated in the Securities of such series.


 


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


 


SECTION 9.03       Effect
of Supplemental Indentures.


 


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


 


SECTION 9.04       Securities Affected by Supplemental
Indentures.


 


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


 


41

















 


may
be prepared by the Company, authenticated by the Trustee and delivered in
exchange for the Securities of that series then Outstanding.


 


SECTION 9.05       Execution
of Supplemental Indentures.


 


Upon
the request of the Company, accompanied by its Board Resolutions authorizing
the execution of any such supplemental indenture, and upon the filing with the
Trustee of evidence of the consent of Securityholders required to consent
thereto as aforesaid, the Trustee shall join with the Company in the execution
of such supplemental indenture unless such supplemental indenture affects the
Trustee’s own rights, duties or immunities under this Indenture or otherwise,
in which case the Trustee may in its discretion but shall not be obligated to
enter into such supplemental indenture. 
The Trustee, subject to the provisions of Section 7.01, may receive
an Opinion of Counsel as conclusive evidence that any supplemental indenture
executed pursuant to this Article is authorized or permitted by, and
conforms to, the terms of this Article and that it is proper for the
Trustee under the provisions of this Article to join in the execution thereof;
provided, however, that such Opinion of Counsel need not be provided in
connection with the execution of a supplemental indenture that establishes the
terms of a series of Securities pursuant to Section 2.01 hereof.


 


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


 


ARTICLE X


 


SUCCESSOR ENTITY


 


SECTION 10.01     Company
May Consolidate, Etc.


 


Nothing
contained in this Indenture or in any of the Securities shall prevent any
consolidation or merger of the Company with or into any other Person (whether
or not affiliated with the Company) or successive consolidations or mergers in
which the Company or its successor or successors shall be a party or parties,
or shall prevent any sale, conveyance, transfer or other disposition of the
property of the Company or its successor or successors as an entirety, or
substantially as an entirety, to any other corporation (whether or not
affiliated with the Company or its successor or successors) authorized to
acquire and operate the same; provided, however, the Company hereby covenants
and agrees that, upon any such consolidation or merger (in each case, if the
Company is not the survivor of such transaction), sale, conveyance, transfer or
other disposition, the due and punctual payment of the principal of (premium,
if any) and interest on all of the Securities of all series in accordance with
the terms of each series, according to their tenor and the due and punctual
performance and observance of all the covenants and conditions of this
Indenture with respect to each series or established with respect to such
series pursuant to Section 2.01 to be kept or performed by the Company
shall be expressly assumed, by


 


42

















 


supplemental
indenture (which shall conform to the provisions of the Trust Indenture Act, as
then in effect) satisfactory in form to the Trustee executed and delivered to
the Trustee by the entity formed by such consolidation, or into which the
Company shall have been merged, or by the entity which shall have acquired such
property.


 


SECTION 10.02     Successor
Entity Substituted.


 


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


 


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


 


(c)                                  Nothing
contained in this Article shall require any action by the Company in the
case of a consolidation or merger of any Person into the Company where the
Company is the survivor of such transaction, or the acquisition by the Company,
by purchase or otherwise, of all or any part of the property of any other
Person (whether or not affiliated with the Company).


 


SECTION 10.03     Evidence
of Consolidation, Etc. to Trustee.


 


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


 


ARTICLE XI


 


SATISFACTION AND DISCHARGE


 


SECTION 11.01     Satisfaction
and Discharge of Indenture.


 


If
at any time:  (a) the Company shall
have delivered to the Trustee for cancellation all Securities of a series
theretofore authenticated (other than any Securities that shall have been
destroyed, lost or stolen and that shall have been replaced or paid as provided
in Section 2.07) and Securities for whose payment money or Governmental
Obligations have theretofore been deposited in trust or segregated and held in
trust by the Company (and thereupon repaid to the Company or discharged from
such trust, as provided in Section 11.05); or (b) all such Securities


 


43

















 


of
a particular series not theretofore delivered to the Trustee for cancellation
shall have become due and payable, or are by their terms to become due and
payable within one year or are to be called for redemption within one year
under arrangements satisfactory to the Trustee for the giving of notice of
redemption, and the Company shall deposit or cause to be deposited with the
Trustee as trust funds the entire amount in moneys or Governmental Obligations
sufficient or a combination thereof, sufficient (assuming that no tax liability
will be imposed on the Trustee) in the opinion of a nationally recognized firm
of independent public accountants expressed in a written certification thereof
delivered to the Trustee, to pay at maturity or upon redemption all Securities
of that series not theretofore delivered to the Trustee for cancellation,
including principal (and premium, if any) and interest due or to become due to
such date of maturity or date fixed for redemption, as the case may be, and if
the Company shall also pay or cause to be paid all other sums payable hereunder
with respect to such series by the Company then this Indenture shall thereupon
cease to be of further effect with respect to such series except for the
provisions of Sections 2.03, 2.05, 2.07, 4.01, 4.02, 4.03 and 7.10, that shall
survive until the date of maturity or redemption date, as the case may be, and
Sections 7.06 and 11.05, that shall survive to such date and thereafter, and the
Trustee, on demand of the Company and at the cost and expense of the Company
shall execute proper instruments acknowledging satisfaction of and discharging
this Indenture with respect to such series.


 


SECTION 11.02     Discharge
of Obligations.


 


If
at any time all such Securities of a particular series not heretofore delivered
to the Trustee for cancellation or that have not become due and payable as
described in Section 11.01 shall have been paid by the Company by
depositing irrevocably with the Trustee as trust funds moneys or an amount of
Governmental Obligations sufficient to pay at maturity or upon redemption all
such Securities of that series not theretofore delivered to the Trustee for
cancellation, including principal (and premium, if any) and interest due or to
become due to such date of maturity or date fixed for redemption, as the case
may be, and if the Company shall also pay or cause to be paid all other sums
payable hereunder by the Company with respect to such series, then after the
date such moneys or Governmental Obligations, as the case may be, are deposited
with the Trustee the obligations of the Company under this Indenture with
respect to such series shall cease to be of further effect except for the
provisions of Sections 2.03, 2.05, 2.07, 4,01, 4.02, 4.03, 7.06, 7.10 and 11.05
hereof that shall survive until such Securities shall mature and be paid
thereafter, Sections 7.06 and 11.05 shall survive.


 


SECTION 11.03     Deposited
Moneys to be Held in Trust.


 


Subject
to Section 11.05, all moneys or Governmental Obligations deposited with
the Trustee pursuant to Sections 11.01 or 11.02 shall be held in trust and
shall be available for payment as due, either directly or through any paying
agent (including the Company acting as its own paying agent), to the holders of
the particular series of Securities for the payment or redemption of which such
moneys or Governmental Obligations have been deposited with the Trustee.


 


44

















 


SECTION 11.04     Payment
of Moneys Held by Paying Agents.


 


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


 


SECTION 11.05     Repayment
to Company.


 


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


 


ARTICLE XII


 


IMMUNITY OF INCORPORATORS, STOCKHOLDERS,

OFFICERS AND DIRECTORS


 


SECTION 12.01     No
Recourse.


 


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


 


45














 


ARTICLE XIII


 


MISCELLANEOUS PROVISIONS


 


SECTION 13.01     Effect
on Successors and Assigns.


 


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


 


SECTION 13.02     Actions
by Successor.


 


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


 


SECTION 13.03     Surrender
of Company Powers.


 


The
Company by instrument in writing executed by authority of its Board of
Directors and delivered to the Trustee may surrender any of the powers reserved
to the Company, and thereupon such power so surrendered shall terminate both as
to the Company and as to any successor corporation.


 


SECTION 13.04     Notices.


 


Except
as otherwise expressly provided herein any notice or demand that by any
provision of this Indenture is required or permitted to be given or served by
the Trustee or by the holders of Securities to or on the Company may be given
or served by being deposited first class postage prepaid in a post-office
letterbox addressed (until another address is filed in writing by the Company
with the Trustee), as follows:  [   ]. 
Any notice, election, request or demand by the Company or any
Securityholder to or upon the Trustee shall be deemed to have been sufficiently
given or made, for all purposes, if given or made in writing at the Corporate
Trust Office of the Trustee.  Any notice
or communication to a holder shall be mailed by first-class mail to his address
shown on the Security Register kept by the Security Registrar.  Failure to mail a notice or communication to
a holder or any defect in such notice or communication shall not affect its
sufficiency with respect to other holders. 
If a notice or communication is mailed or sent in the manner provided
above within the time prescribed, it is duly given as of the date it is mailed,
whether or not the addressee receives it, except that notice to the Trustee or
the Company shall only be effective upon receipt thereof by the Trustee or the
Company, respectively.  If the Company
mails a notice or communication to holders of Securities, it shall mail a copy
to the Trustee at the same time.


 


SECTION 13.05     Governing
Law.


 


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


 


46

















 


SECTION 13.06     Treatment
of Securities as Debt.


 


It
is intended that the Securities will be treated as indebtedness and not as
equity for federal income tax purposes. 
The provisions of this Indenture shall be interpreted to further this
intention.


 


SECTION 13.07     Compliance
Certificates and Opinions.


 


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


 


(b)                                 Each
certificate or opinion provided for in this Indenture and delivered to the
Trustee with respect to compliance with a condition or covenant in this
Indenture shall include (1) a statement that the Person
making such certificate or opinion has read such covenant or condition; (2) a
brief statement as to the nature and scope of the examination or investigation
upon which the statements or opinions contained in such certificate or opinion
are based; (3) a statement that, in the opinion of such Person, he has
made such examination or investigation as is necessary to enable him to express
an informed opinion as to whether or not such covenant or condition has been
complied with; and (4) a statement as to whether or not, in the opinion of
such Person, such condition or covenant has been complied with.


 


SECTION 13.08     Payments
on Business Days.


 


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


 


SECTION 13.09     Conflict
with Trust Indenture Act.


 


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


 


47

















 


SECTION 13.10     Counterparts.


 


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


 


SECTION 13.11     Separability.


 


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


 


SECTION 13.12     Assignment.


 


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


 


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


 


	
   

  	
  IMMUNOGEN,
  INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  [

  	
  ],

  
	
   

  	
  As
  Trustee

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
				



 


48