exh4_5.htm


    Exhibit
4.5

    


    


    


    


    


    


    


    


    


    LEXICON
PHARMACEUTICALS, INC.

     

    


     

    INDENTURE

     

    


     

    Dated
as of ____________ ___, 200__

     

    


     

    _______________________________,

     

    as
Trustee

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


     

    TABLE
OF CONTENTS

    
      
        	
                ARTICLE
      1. DEFINITIONS AND INCORPORATION BY
      REFERENCE

              	
                1

              
	 
      	
                Section
      1.1

              	
                Definitions.

              	
                1

              
	 
      	
                Section
      1.2

              	
                Other Definitions.

              	
                4

              
	 
      	
                Section
      1.3

              	
                Incorporation by Reference of Trust Indenture
      Act.

              	
                5

              
	 
      	
                Section
      1.4

              	
                Rules of Construction.

              	
                5

              
	
                ARTICLE
      2. THE SECURITIES

              	
                6

              
	 
      	
                Section
      2.1

              	
                Issuable in Series.

              	
                6

              
	 
      	
                Section
      2.2

              	
                Establishment of Terms of Series of
      Securities.

              	
                6

              
	 
      	
                Section
      2.3

              	
                Execution and Authentication.

              	
                8

              
	 
      	
                Section
      2.4

              	
                Registrar and Paying Agent.

              	
                9

              
	 
      	
                Section
      2.5

              	
                Paying Agent to Hold Money in Trust.

              	
                9

              
	 
      	
                Section
      2.6

              	
                Securityholder Lists.

              	
                10

              
	 
      	
                Section
      2.7

              	
                Transfer and Exchange.

              	
                10

              
	 
      	
                Section
      2.8

              	
                Mutilated, Destroyed, Lost and Stolen
      Securities.

              	
                10

              
	 
      	
                Section
      2.9

              	
                Outstanding Securities.

              	
                11

              
	 
      	
                Section
      2.10

              	
                Treasury Securities.

              	
                11

              
	 
      	
                Section
      2.11

              	
                Temporary Securities.

              	
                11

              
	 
      	
                Section
      2.12

              	
                Cancellation.

              	
                12

              
	 
      	
                Section
      2.13

              	
                Defaulted Interest.

              	
                12

              
	 
      	
                Section
      2.14

              	
                Global Securities.

              	
                12

              
	 
      	
                Section
      2.15

              	
                CUSIP Numbers.

              	
                13

              
	
                ARTICLE
      3. REDEMPTION

              	
                13

              
	 
      	
                Section
      3.1

              	
                Notice to Trustee.

              	
                13

              
	 
      	
                Section
      3.2

              	
                Selection of Securities to be Redeemed.

              	
                14

              
	 
      	
                Section
      3.3

              	
                Notice of Redemption.

              	
                14

              
	 
      	
                Section
      3.4

              	
                Effect of Notice of Redemption.

              	
                14

              
	 
      	
                Section
      3.5

              	
                Deposit of Redemption Price.

              	
                15

              
	 
      	
                Section
      3.6

              	
                Securities Redeemed In Part.

              	
                15

              
	
                ARTICLE
      4. COVENANTS

              	
                15

              
	 
      	
                Section
      4.1

              	
                Payment Of Principal and Interest.

              	
                15

              
	 
      	
                Section
      4.2

              	
                SEC Reports.

              	
                15

              
	 
      	
                Section
      4.3

              	
                Compliance Certificate.

              	
                15

              
	 
      	
                Section
      4.4

              	
                Stay, Extension and Usury Laws.

              	
                16

              
	 
      	
                Section
      4.5

              	
                Corporate Existence.

              	
                16

              
	 
      	
                Section
      4.6

              	
                Taxes.

              	
                16

              
	
                ARTICLE
      5. SUCCESSORS

              	
                16

              
	 
      	
                Section
      5.1

              	
                When Company May Merge, Etc.

              	
                16

              
	 
      	
                Section
      5.2

              	
                Successor Corporation Substituted.

              	
                16

              
	
                ARTICLE
      6. DEFAULTS AND REMEDIES

              	
                17

              
	 
      	
                Section
      6.1

              	
                Events of Default.

              	
                17

              
	 
      	
                Section
      6.2

              	
                Acceleration of Maturity; Rescission and
      Annulment.

              	
                18

              
	 
      	
                Section
      6.3

              	
                Collection of Indebtedness and Suits for Enforcement by
      Trustee.

              	
                18

              


      

    

     

     

    
      
        
        

      

      
        i

        
          

        

      

      
        
        

      

    

     

    
      
        	 
      	
                Section
      6.4

              	
                Trustee May File Proofs of Claim.

              	
                19

              
	 
      	
                Section
      6.5

              	
                Trustee May Enforce Claims Without Possession of
      Securities.

              	
                20

              
	 
      	
                Section
      6.6

              	
                Application of Money Collected.

              	
                20

              
	 
      	
                Section
      6.7

              	
                Limitation on Suits.

              	
                20

              
	 
      	
                Section
      6.8

              	
                Unconditional Right of Holders to Receive Principal and
      Interest.

              	
                21

              
	 
      	
                Section
      6.9

              	
                Restoration of Rights and Remedies.

              	
                21

              
	 
      	
                Section
      6.10

              	
                Rights and Remedies Cumulative.

              	
                21

              
	 
      	
                Section
      6.11

              	
                Delay or Omission Not Waiver.

              	
                21

              
	 
      	
                Section
      6.12

              	
                Control by Holders.

              	
                21

              
	 
      	
                Section
      6.13

              	
                Waiver of Past Defaults.

              	
                22

              
	 
      	
                Section
      6.14

              	
                Undertaking for Costs.

              	
                22

              
	
                ARTICLE
      7. TRUSTEE

              	
                22

              
	 
      	
                Section
      7.1

              	
                Duties of Trustee.

              	
                22

              
	 
      	
                Section
      7.2

              	
                Rights of Trustee.

              	
                23

              
	 
      	
                Section
      7.3

              	
                Individual Rights of Trustee.

              	
                24

              
	 
      	
                Section
      7.4

              	
                Trustee’s Disclaimer.

              	
                25

              
	 
      	
                Section
      7.5

              	
                Notice of Defaults.

              	
                25

              
	 
      	
                Section
      7.6

              	
                Reports by Trustee to Holders.

              	
                25

              
	 
      	
                Section
      7.7

              	
                Compensation and Indemnity.

              	
                25

              
	 
      	
                Section
      7.8

              	
                Replacement of Trustee.

              	
                26

              
	 
      	
                Section
      7.9

              	
                Successor Trustee by Merger, etc.

              	
                27

              
	 
      	
                Section
      7.10

              	
                Eligibility; Disqualification.

              	
                27

              
	 
      	
                Section
      7.11

              	
                Preferential Collection of Claims Against
      Company.

              	
                27

              
	
                ARTICLE
      8. SATISFACTION AND DISCHARGE;
      DEFEASANCE

              	
                27

              
	 
      	
                Section
      8.1

              	
                Satisfaction and Discharge of Indenture.

              	
                27

              
	 
      	
                Section
      8.2

              	
                Application of Trust Funds;
    Indemnification.

              	
                28

              
	 
      	
                Section
      8.3

              	
                Legal Defeasance of Securities of Any
    Series.

              	
                28

              
	 
      	
                Section
      8.4

              	
                Covenant Defeasance.

              	
                30

              
	 
      	
                Section
      8.5

              	
                Repayment to Company.

              	
                31

              
	
                ARTICLE
      9. AMENDMENTS AND WAIVERS

              	
                31

              
	 
      	
                Section
      9.1

              	
                Without Consent of Holders.

              	
                31

              
	 
      	
                Section
      9.2

              	
                With Consent of Holders.

              	
                31

              
	 
      	
                Section
      9.3

              	
                Limitations.

              	
                32

              
	 
      	
                Section
      9.4

              	
                Compliance with Trust Indenture Act.

              	
                32

              
	 
      	
                Section
      9.5

              	
                Revocation and Effect of Consents.

              	
                32

              
	 
      	
                Section
      9.6

              	
                Notation on or Exchange of Securities.

              	
                33

              
	 
      	
                Section
      9.7

              	
                Trustee Protected.

              	
                33

              
	
                ARTICLE
      10. MISCELLANEOUS

              	
                33

              
	 
      	
                Section
      10.1

              	
                Trust Indenture Act Controls.

              	
                33

              
	 
      	
                Section
      10.2

              	
                Notices.

              	
                33

              
	 
      	
                Section
      10.3

              	
                Communication by Holders with Other
    Holders.

              	
                34

              
	 
      	
                Section
      10.4

              	
                Certificate and Opinion as to Conditions
      Precedent.

              	
                34

              
	 
      	
                Section
      10.5

              	
                Statements Required in Certificate or
      Opinion.

              	
                34

              
	 
      	
                Section
      10.6

              	
                Rules by Trustee and Agents.

              	
                35

              
	 
      	
                Section
      10.7

              	
                Legal Holidays.

              	
                35

              
	 
      	
                Section
      10.8

              	
                No Recourse Against Others.

              	
                35

              
	 
      	
                Section
      10.9

              	
                Counterparts.

              	
                35

              


      

    

     

     

    
      
        
        

      

      
        ii

        
          

        

      

      
        
        

      

    

     

    
      
        	 
      	
                Section
      10.10

              	
                Governing Laws.

              	
                35

              
	 
      	
                Section
      10.11

              	
                No Adverse Interpretation of Other
      Agreements.

              	
                35

              
	 
      	
                Section
      10.12

              	
                Successors.

              	
                35

              
	 
      	
                Section
      10.13

              	
                Severability.

              	
                36

              
	 
      	
                Section
      10.14

              	
                Table of Contents, Headings, Etc.

              	
                36

              
	 
      	
                Section
      10.15

              	
                Securities in a Foreign Currency or in
    ECU.

              	
                36

              
	 
      	
                Section
      10.16

              	
                Judgment Currency.

              	
                36

              
	
                ARTICLE
      11. SINKING FUNDS

              	
                37

              
	 
      	
                Section
      11.1

              	
                Applicability Of Article.

              	
                37

              
	 
      	
                Section
      11.2

              	
                Satisfaction of Sinking Fund Payments with
      Securities.

              	
                37

              
	 
      	
                Section
      11.3

              	
                Redemption of Securities for Sinking
Fund.

              	
                38

              


      

    

     

    
      
        
        

      

      
        iii

        
          

        

      

      
        
        

      

    

    


    LEXICON
PHARMACEUTICALS, INC.

     

    RECONCILIATION
AND TIE BETWEEN TRUST INDENTURE ACT OF 1939 AND

     

    INDENTURE,
DATED AS OF __________ __, 200_

     

    
      
        
          
            
              	
                      Section

                    	
                      310(a)(1)

                    	
                      7.10

                    
	 
      	
                      (a)(2)

                    	
                      7.10

                    
	 
      	
                      (a)(3)

                    	
                      NOT
      APPLICABLE

                    
	 
      	
                      (a)(4)

                    	
                      NOT
      APPLICABLE

                    
	 
      	
                      (a)(5)

                    	
                      7.10

                    
	 
      	
                      (b)

                    	
                      7.10

                    
	
                      Section

                    	
                      311(a)

                    	
                      7.11

                    
	 
      	
                      (b)

                    	
                      7.11

                    
	 
      	
                      (c)

                    	
                      NOT
      APPLICABLE

                    
	
                      Section

                    	
                      312(a)

                    	
                      2.6

                    
	 
      	
                      (b)

                    	
                      10.3

                    
	 
      	
                      (c)

                    	
                      10.3

                    
	
                      Section

                    	
                      313(a)

                    	
                      7.6

                    
	 
      	
                      (b)(1)

                    	
                      7.6

                    
	 
      	
                      (b)(2)

                    	
                      7.6

                    
	 
      	
                      (c)(1)

                    	
                      7.6

                    
	 
      	
                      (d)

                    	
                      7.6

                    
	
                      Section

                    	
                      314(a)

                    	
                      4.2,
      10.5

                    
	 
      	
                      (b)

                    	
                      NOT
      APPLICABLE

                    
	 
      	
                      (c)(1)

                    	
                      10.4

                    
	 
      	
                      (c)(2)

                    	
                      10.4

                    
	 
      	
                      (c)(3)

                    	
                      NOT
      APPLICABLE

                    
	 
      	
                      (d)

                    	
                      NOT
      APPLICABLE

                    
	 
      	
                      (e)

                    	
                      10.5

                    
	 
      	
                      (f)

                    	
                      .NOT
      APPLICABLE

                    
	
                      Section

                    	
                      315(a)

                    	
                      7.1

                    
	 
      	
                      (b)

                    	
                      7.5

                    
	 
      	
                      (c)

                    	
                      7.1

                    
	 
      	
                      (d)

                    	
                      7.1

                    
	 
      	
                      (e)

                    	
                      6.14

                    
	
                      Section

                    	
                      316(a)

                    	
                      2.10

                    
	 
      	
                      (a)(1)(a)

                    	
                      6.12

                    
	 
      	
                      (a)(1)(b)

                    	
                      6.13

                    
	 
      	
                      (b)

                    	
                      6.8

                    
	
                      Section

                    	
                      317(a)(1)

                    	
                      6.3

                    
	 
      	
                      (a)(2)

                    	
                      6.4

                    
	 
      	
                      (b)

                    	
                      2.5

                    
	
                      Section

                    	
                      318(a)

                    	
                      10.1

                    


            

          

        

      

    

    
 

    


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

    


    
      
        
        

      

      
        iv

        
          

        

      

      
        
        

      

    

     

    Indenture
dated as of _______ ___, 200__ between Lexicon Pharmaceuticals, Inc., a Delaware
corporation (“Company”), and ________________________________, as trustee
(“Trustee”).

     

    Each
party agrees as follows for the benefit of the other party and for the equal and
ratable benefit of the Holders of the Securities issued under this
Indenture.

     

    ARTICLE 1.

     

    DEFINITIONS
AND INCORPORATION BY REFERENCE

     

    Section
1.1                                Definitions.

     

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

     

    “Affiliate” of any specified
person means any other person directly or indirectly controlling or controlled
by or under direct or indirect common control with such specified person. For
the purposes of this definition, “control” (including, with correlative
meanings, the terms “controlled by” and “under common control with”), as used
with respect to any person, shall mean the possession, directly or indirectly,
of the power to direct or cause the direction of the management or policies of
such person, whether through the ownership of voting securities or by agreement
or otherwise.

     

    “Agent” means any Registrar,
Paying Agent or Service Agent.

     

    “Authorized Newspaper” means
a newspaper in an official language of the country of publication customarily
published at least once a day for at least five days in each calendar week and
of general circulation in the place in connection with which the term is used.
If it shall be impractical in the opinion of the Trustee to make any publication
of any notice required hereby in an Authorized Newspaper, any publication or
other notice in lieu thereof that is made or given by the Trustee shall
constitute a sufficient publication of such notice.

     

    “Bearer” means anyone in
possession from time to time of a Bearer Security.

     

    “Bearer Security” means any
Security, including any interest coupon appertaining thereto, that does not
provide for the identification of the Holder thereof.

     

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

     

    “Board Resolution” means a
copy of a resolution certified by the Secretary or an Assistant Secretary of the
Company to have been adopted by the Board of Directors or pursuant to
authorization by the Board of Directors and to be in full force and effect on
the date of the certificate and delivered to the Trustee.

     

    “Business Day” means, unless
otherwise provided by Board Resolution, Officers’ Certificate or supplemental
indenture hereto for a particular Series, any day except a Saturday, Sunday or a
legal holiday in The City of New York on which banking institutions are
authorized or required by law, regulation or executive order to
close.

     

    
      
         

      

      
        
        

        
          

        

      

      
        Table of Contents

      

    

    “Capital Stock” means any and
all shares, interests, participations, rights or other equivalents (however
designated) of corporate stock.

     

    “Company” means the party
named as such above until a successor replaces it and thereafter means the
successor.

     

    “Company Order” means a
written order signed in the name of the Company by two Officers, one of whom
must be the Company’s principal executive officer, principal financial officer
or principal accounting officer.

     

    “Company Request” means a
written request signed in the name of the Company by its Chief Executive
Officer, the President or a Vice President, and by its Treasurer, an Assistant
Treasurer, its Secretary or an Assistant Secretary, and delivered to the
Trustee.

     

    “Corporate Trust Office”
means the office of the Trustee at which at any particular time its corporate
trust business shall be principally administered.

     

    “Default” means any event
which is, or after notice or passage of time or both would be, an Event of
Default.

     

    “Depository” means, with
respect to the Securities of any Series issuable or issued in whole or in part
in the form of one or more Global Securities, the person designated as
Depository for such Series by the Company, which Depository shall be a clearing
agency registered under the Exchange Act; and if at any time there is more than
one such person, “Depository” as used with respect to the Securities of any
Series shall mean the Depository with respect to the Securities of such
Series.

     

    “Discount Security” means any
Security that provides for an amount less than the stated principal amount
thereof to be due and payable upon declaration of acceleration of the maturity
thereof pursuant to Section 6.2.

     

    “Dollars” and “$” means the currency of The
United States of America.

     

    “ECU” means the European
Currency Unit as determined by the Commission of the European
Union.

     

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

     

    “Foreign Currency” means any
currency or currency unit issued by a government other than the government of
The United States of America.

     

    “Foreign Government
Obligations” means, with respect to Securities of any Series that are
denominated in a Foreign Currency, (i) direct obligations of the government that
issued or caused to be issued such currency for the payment of which obligations
its full faith and credit is pledged or (ii) obligations of a person controlled
or supervised by or acting as an agency or instrumentality of such government
the timely payment of which is unconditionally guaranteed as a full faith and
credit obligation by such government, which, in either case under clauses (i) or
(ii), are not callable or redeemable at the option of the issuer
thereof.

     

    “GAAP” means generally
accepted accounting principles set forth in the opinions and pronouncements of
the Accounting Principles Board of the American Institute of Certified Public
Accountants and statements and pronouncements of the Financial Accounting
Standards Board or in such other statements by such other entity as have been
approved by a significant segment of the accounting profession, which are in
effect as of the date of determination.

    
      
         

      

      
        2

        
          

        

      

      
        Table of Contents

      

    

     

    “Global Security” or “Global Securities” means a
Security or Securities, as the case may be, in the form established pursuant to
Section 2.2 evidencing all or part of a Series of Securities, issued to the
Depository for such Series or its nominee, and registered in the name of such
Depository or nominee.

     

    “Holder” or “Securityholder” means a
person in whose name a Security is registered or the holder of a Bearer
Security.

     

    “Indenture” means this
Indenture as amended or supplemented, from time to time and shall include the
form and terms of particular Series of Securities established as contemplated
hereunder.

     

    “interest,” with respect to
any Discount Security which by its terms bears interest only after Maturity,
means interest payable after Maturity.

     

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

     

    “Officer” means the Chief
Executive Officer, the President, any Vice-President, the Treasurer, the
Secretary, any Assistant Treasurer or any Assistant Secretary of the
Company.

     

    “Officers’ Certificate” means
a certificate signed by two Officers, one of whom must be the Company’s
principal executive officer, principal financial officer or principal accounting
officer.

     

    “Opinion of Counsel” means a
written opinion of legal counsel who is acceptable to the Trustee. The counsel
may be an employee of or counsel to the Company.

     

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

     

    “principal” of a Security
means the principal of the Security plus, when appropriate, the premium, if any,
on, and any Additional Amounts in respect of, the Security.

     

    “Responsible Officer” means
any officer of the Trustee in its Corporate Trust Office with direct
responsibility for the administration of this Indenture and also means, with
respect to a particular corporate trust matter, any other officer to whom any
corporate trust matter is referred because of his or her knowledge of and
familiarity with a particular subject.

     

    “SEC” means the Securities
and Exchange Commission.

     

    “Securities” means the
debentures, notes or other debt instruments of the Company of any Series
authenticated and delivered under this Indenture.

     

    “Series” or “Series of Securities” means
each series of debentures, notes or other debt instruments of the Company
created pursuant to Sections 2.1 and 2.2 hereof.

     

    
      
         

      

      
        3

        
          

        

      

      
        Table of Contents

      

    

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

     

    “Subsidiary” of any specified
person means any corporation, association or other business entity of which more
than 50% of the total voting power of shares of Capital Stock entitled (without
regard to the occurrence of any contingency) to vote in the election of
directors, managers or trustees thereof is at the time owned or controlled,
directly or indirectly, by such person or one or more of the other Subsidiaries
of that person or a combination thereof.

     

    “TIA” means the Trust
Indenture Act of 1939 (15 U.S. Code Sections 77aaa-77bbbb) as in effect on the
date of this Indenture; provided, however, that in the event the Trust Indenture
Act of 1939 is amended after such date, “TIA” means, to the extent required by
any such amendment, the Trust Indenture Act as so amended.

     

    “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 each person who is then a
Trustee hereunder, and if at any time there is more than one such person,
“Trustee” as used with respect to the Securities of any Series shall mean the
Trustee with respect to Securities of that Series.

     

    “U.S. Government Obligations”
means securities which are (i) direct obligations of The United States of
America for the payment of which its full faith and credit is pledged or (ii)
obligations of a person controlled or supervised by and acting as an agency or
instrumentality of The United States of America the payment of which is
unconditionally guaranteed as a full faith and credit obligation by The United
States of America, and which in the case of both (i) and (ii) are not callable
or redeemable at the option of the issuer thereof, and shall also include a
depository receipt issued by a bank or trust company as custodian with respect
to any such U.S. Government Obligation or a specific payment of interest on or
principal of any such U.S. Government Obligation held by such custodian for the
account of the holder of a depository receipt, provided that (except as required
by law) such custodian is not authorized to make any deduction from the amount
payable to the holder of such depository receipt from any amount received by the
custodian in respect of the U.S. Government Obligation evidenced by such
depository receipt.

     

    Section
1.2                                Other
Definitions.

     

    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                	 	
                                        Term

                                      	
                                        Defined in Section

                                      
	 	 
      	 
      
	 	
                                        “Bankruptcy
      Law”

                                      	
                                        6.1

                                      
	 	
                                        “Custodian”

                                      	
                                        6.1

                                      
	 	
                                        “Event
      of Default”

                                      	
                                        6.1

                                      
	 	
                                        “Journal”

                                      	
                                        10.15

                                      
	 	
                                        “Judgment
      Currency”

                                      	
                                        10.16

                                      
	 	
                                        “Legal
      Holiday”

                                      	
                                        10.7

                                      
	 	
                                        “mandatory
      sinking fund payment”

                                      	
                                        11.1

                                      
	 	
                                        “Market
      Exchange Rate”

                                      	
                                        10.15

                                      
	 	
                                        “New
      York Banking Day”

                                      	
                                        10.16

                                      
	 	
                                        “optional
      sinking fund payment”

                                      	
                                        11.1

                                      
	 	
                                        “Paying
      Agent”

                                      	
                                        2.4

                                      
	 	
                                        “Registrar”

                                      	
                                        2.4

                                      
	 	
                                        “Required
      Currency”

                                      	
                                        10.16

                                      
	 	
                                        “Service
      Agent”

                                      	
                                        2.4

                                      
	 	
                                        “successor
      person”

                                      	
                                        5.1

                                      


                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

     

     

    
      
         

      

      
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    Section
1.3                                Incorporation
by Reference of Trust Indenture Act.

     

    Whenever
this Indenture refers to a provision of the TIA, the provision is incorporated
by reference in and made a part of this Indenture. The following TIA terms used
in this Indenture have the following meanings:

     

    “Commission” means the
SEC.

     

    “indenture securities” means
the Securities.

     

    “indenture security holder”
means a Securityholder.

     

    “indenture to be qualified”
means this Indenture.

     

    “indenture trustee” or “institutional trustee” means
the Trustee.

     

    “obligor” on the indenture
securities means the Company and any successor obligor upon the
Securities.

     

    All other
terms used in this Indenture that are defined by the TIA, defined by TIA
reference to another statute or defined by SEC rule under the TIA and not
otherwise defined herein are used herein as so defined.

     

    Section
1.4                                Rules
of Construction.

     

    Unless
the context otherwise requires:

     

    (a)           a
term has the meaning assigned to it;

     

    (b)           an
accounting term not otherwise defined has the meaning assigned to it in
accordance with generally accepted accounting principles;

     

    (c)           references
to “generally accepted accounting principles” and “GAAP” shall mean generally
accepted accounting principles in effect as of the time when and for the period
as to which such accounting principles are to be applied;

     

    (d)           “or”
is not exclusive;

     

    (e)           words
in the singular include the plural, and in the plural include the singular;
and

     

    (f)           provisions
apply to successive events and transactions.

     

    
      
         

      

      
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    ARTICLE 2.

     

    THE
SECURITIES

     

    Section
2.1                                Issuable
in Series.

     

    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. All Securities of a Series shall be identical except as may be set forth
or determined in the manner provided in a Board Resolution, supplemental
indenture or Officers’ Certificate detailing the adoption of the terms thereof
pursuant to authority granted under a Board Resolution. In the case of
Securities of a Series to be issued from time to time, the Board Resolution,
Officers’ Certificate or supplemental indenture detailing the adoption of the
terms thereof pursuant to authority granted under a Board Resolution may provide
for the method by which specified terms (such as interest rate, maturity date,
record date or date from which interest shall accrue) are to be determined.
Securities may differ between Series in respect of any matters, provided that
all Series of Securities shall be equally and ratably entitled to the benefits
of the Indenture.

     

    Section
2.2                                Establishment
of Terms of Series of Securities.

     

    At or
prior to the issuance of any Securities within a Series, the following shall be
established (as to the Series generally, in the case of Subsection 2.2.1 and
either as to such Securities within the Series or as to the Series generally in
the case of Subsections 2.2.2 through 2.2.23) by or pursuant to a Board
Resolution, and set forth or determined in the manner provided in a Board
Resolution, supplemental indenture or an Officers’ Certificate:

     

    2.2.1           the
title of the Series (which shall distinguish the Securities of that particular
Series from the Securities of any other Series);

     

    2.2.2           the
price or prices (expressed as a percentage of the principal amount thereof) at
which the Securities of the Series will be issued;

     

    2.2.3           any
limit upon the aggregate principal amount of the Securities of the Series which
may be authenticated and delivered under this Indenture (except for Securities
authenticated and delivered upon registration of transfer of, or in exchange
for, or in lieu of, other Securities of the Series pursuant to Section 2.7, 2.8,
2.11, 3.6 or 9.6);

     

    2.2.4           the
date or dates on which the principal of the Securities of the Series is
payable;

     

    2.2.5           the
rate or rates (which may be fixed or variable) per annum or, if applicable, the
method used to determine such rate or rates (including, but not limited to, any
commodity, commodity index, stock exchange index or financial index) at which
the Securities of the Series shall bear interest, if any, the date or dates from
which such interest, if any, shall accrue, the date or dates on which such
interest, if any, shall commence and be payable and any regular record date for
the interest payable on any interest payment date;

     

    2.2.6           the
place or places where the principal of and interest, if any, on the Securities
of the Series shall be payable, where the Securities of such Series may be
surrendered for registration of transfer or exchange and where notices and
demands to or upon the Company in respect of the Securities of such Series and
this Indenture may be served, and the method of such payment, if by wire
transfer, mail or other means;

     

    
      
         

      

      
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    2.2.7           if
applicable, the period or periods within which, the price or prices at which and
the terms and conditions upon which the Securities of the Series may be
redeemed, in whole or in part, at the option of the Company;

     

    2.2.8           the
obligation, if any, of the Company to redeem or purchase the Securities of the
Series pursuant to any sinking fund or analogous provisions 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;

     

    2.2.9           the
dates, if any, on which and the price or prices at which the Securities of the
Series will be repurchased by the Company at the option of the Holders thereof
and other detailed terms and provisions of such repurchase
obligations;

     

    2.2.10          if
other than denominations of $1,000 and any integral multiple thereof, the
denominations in which the Securities of the Series shall be
issuable;

     

    2.2.11          the
forms of the Securities of the Series in bearer or fully registered form (and,
if in fully registered form, whether the Securities will be issuable as Global
Securities);

     

    2.2.12         if
other than the principal amount thereof, the portion of the principal amount of
the Securities of the Series that shall be payable upon declaration of
acceleration of the maturity thereof pursuant to Section 6.2;

     

    2.2.13         the
currency of denomination of the Securities of the Series, which may be Dollars
or any Foreign Currency, including, but not limited to, the ECU, and if such
currency of denomination is a composite currency other than the ECU, the agency
or organization, if any, responsible for overseeing such composite
currency;

     

    2.2.14         the
designation of the currency, currencies or currency units in which payment of
the principal of and interest, if any, on the Securities of the Series will be
made;

     

    2.2.15         if
payments of principal of or interest, if any, on the Securities of the Series
are to be made in one or more currencies or currency units other than that or
those in which such Securities are denominated, the manner in which the exchange
rate with respect to such payments will be determined;

     

    2.2.16         the
manner in which the amounts of payment of principal of or interest, if any, on
the Securities of the Series will be determined, if such amounts may be
determined by reference to an index based on a currency or currencies or by
reference to a commodity, commodity index, stock exchange index or financial
index;

     

    2.2.17         the
provisions, if any, relating to any security provided for the Securities of the
Series;

     

    2.2.18        any
addition to or change in the Events of Default which applies to any Securities
of the Series and any change in the right of the Trustee or the requisite
Holders of such Securities to declare the principal amount thereof due and
payable pursuant to Section 6.2;

     

    2.2.19       any
addition to or change in the covenants set forth in Articles IV or V which
applies to Securities of the Series;

     

    
      
         

      

      
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    2.2.20        the
provisions, if any, relating to conversion of any Securities of such Series,
including, if applicable, the conversion price, the conversion period,
provisions as to whether conversion will be mandatory, at the option of the
Holders or at the option of the Company, the events requiring an adjustment of
the conversion price and provisions affecting conversion if such Series of
Securities are redeemed;

     

    2.2.21         whether
the Securities of such Series will be senior debt securities or subordinated
debt securities and, if applicable, a description of the subordination terms
thereof;

     

    2.2.22         any
depositories, interest rate calculation agents, exchange rate calculation agents
or other agents with respect to Securities of such Series if other than those
appointed herein; and

     

    2.2.23          any
other terms of the Securities of the Series (which may modify or delete any
provision of this Indenture insofar as it applies to such Series).

     

    All
Securities of any one Series need not be issued at the same time and may be
issued from time to time, consistent with the terms of this Indenture, if so
provided by or pursuant to the Board Resolution, supplemental indenture hereto
or Officers’ Certificate referred to above, and the authorized principal amount
of any Series may not be increased to provide for issuances of additional
Securities of such Series, unless otherwise provided in such Board Resolution,
supplemental indenture or Officers’ Certificate.

     

    Section
2.3                                Execution
and Authentication.

     

    Two
Officers shall sign the Securities for the Company by manual or facsimile
signature.

     

    If an
Officer whose signature is on a Security no longer holds that office at the time
the Security is authenticated, the Security shall nevertheless be
valid.

     

    A
Security shall not be valid until authenticated by the manual signature of the
Trustee or an authenticating agent. The signature shall be conclusive evidence
that the Security has been authenticated under this Indenture.

     

    The
Trustee shall at any time, and from time to time, authenticate Securities for
original issue in the principal amount provided in the Board Resolution,
supplemental indenture hereto or Officers’ Certificate, upon receipt by the
Trustee of a Company Order. Such Company Order may authorize authentication and
delivery pursuant to oral or electronic instructions from the Company or its
duly authorized agent or agents, which oral instructions shall be promptly
confirmed in writing. Each Security shall be dated the date of its
authentication unless otherwise provided by a Board Resolution, a supplemental
indenture hereto or an Officers’ Certificate.

     

    The
aggregate principal amount of Securities of any Series outstanding at any time
may not exceed any limit upon the maximum principal amount for such Series set
forth in the Board Resolution, supplemental indenture hereto or Officers’
Certificate delivered pursuant to Section 2.2, except as provided in Section
2.8.

     

    Prior to
the issuance of Securities of any Series, the Trustee shall have received and
(subject to Section 7.2) shall be fully protected in relying on: (a) the Board
Resolution, supplemental indenture hereto or Officers’ Certificate establishing
the form of the Securities of that Series or of Securities within that Series
and the terms of the Securities of that Series or of Securities within that
Series, (b) an Officers’ Certificate complying with Section 10.4 and (c) an
Opinion of Counsel complying with Section 10.4.

     

    
      
         

      

      
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    The
Trustee shall have the right to decline to authenticate and deliver any
Securities of such Series: (a) if the Trustee, being advised by counsel,
determines that such action may not be taken lawfully; or (b) if the Trustee in
good faith by its board of directors or trustees, executive committee or a trust
committee of directors and/or vice-presidents shall determine that such action
would expose the Trustee to personal liability to Holders of any then
outstanding Series of Securities.

     

    The
Trustee may appoint an authenticating agent acceptable to the Company to
authenticate Securities. An authenticating agent may authenticate Securities
whenever the Trustee may do so. Each reference in this Indenture to
authentication by the Trustee includes authentication by such agent. An
authenticating agent has the same rights as an Agent to deal with the Company or
an Affiliate of the Company.

     

    Section
2.4                                Registrar
and Paying Agent.

     

    The
Company shall maintain, with respect to each Series of Securities, at the place
or places specified with respect to such Series pursuant to Section 2.2, an
office or agency where Securities of such Series may be presented or surrendered
for payment (“Paying Agent”), where Securities of such Series may be surrendered
for registration of transfer or exchange (“Registrar”) and where notices and
demands to or upon the Company in respect of the Securities of such Series and
this Indenture may be served (“Service Agent”). The Registrar shall keep a
register with respect to each Series of Securities and to their transfer and
exchange. The Company will give prompt written notice to the Trustee of the name
and address, and any change in the name or address, of each Registrar, Paying
Agent or Service Agent. If at any time the Company shall fail to maintain any
such required Registrar, Paying Agent or Service Agent or shall fail to furnish
the Trustee with the name and address thereof, such presentations, surrenders,
notices and demands may be made or served at the Corporate Trust Office of the
Trustee, and the Company hereby appoints the Trustee as its agent to receive all
such presentations, surrenders, notices and demands.

     

    The
Company may also from time to time designate one or more co-registrars,
additional paying agents or additional service agents and may from time to time
rescind such designations; provided, however, that no such designation or
rescission shall in any manner relieve the Company of its obligations to
maintain a Registrar, Paying Agent and Service Agent in each place so specified
pursuant to Section 2.2 for Securities of any Series for such purposes. The
Company will give prompt written notice to the Trustee of any such designation
or rescission and of any change in the name or address of any such co-registrar,
additional paying agent or additional service agent. The term “Registrar”
includes any co-registrar; the term “Paying Agent” includes any additional
paying agent; and the term “Service Agent” includes any additional service
agent.

     

    The
Company hereby appoints the Trustee as the initial Registrar, Paying Agent and
Service Agent for each Series unless another Registrar, Paying Agent or Service
Agent, as the case may be, is appointed prior to the time Securities of that
Series are first issued.

     

    Section
2.5                                Paying
Agent to Hold Money in Trust.

     

    The
Company shall require each Paying Agent other than the Trustee to agree in
writing that the Paying Agent will hold in trust, for the benefit of
Securityholders of any Series of Securities, or the Trustee, all money held by
the Paying Agent for the payment of principal of or interest on the Series of
Securities, and will notify the Trustee of any default by the Company in making
any such payment. While any such default continues, the Trustee may require a
Paying Agent to pay all money held by it to the Trustee. The Company at any time
may require a Paying Agent to pay all money held by it to the Trustee. Upon
payment over to the Trustee, the Paying Agent (if other than the Company or a
Subsidiary of the Company) shall have no further liability for the money. If the
Company or a Subsidiary of the Company acts as Paying Agent, it shall segregate
and hold in a separate trust fund for the benefit of Securityholders of any
Series of Securities all money held by it as Paying Agent.

    
      
         

      

      
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    Section
2.6                                Securityholder
Lists.

     

    The
Trustee shall preserve in as current a form as is reasonably practicable the
most recent list available to it of the names and addresses of Securityholders
of each Series of Securities and shall otherwise comply with TIA Section 312(a).
If the Trustee is not the Registrar, the Company shall furnish to the Trustee at
least ten (10) days before each interest payment date and at such other times as
the Trustee may request in writing a list, in such form and as of such date as
the Trustee may reasonably require, of the names and addresses of
Securityholders of each Series of Securities.

     

    Section
2.7                                Transfer
and Exchange.

     

    Where
Securities of a Series are presented to the Registrar or a co-registrar with a
request to register a transfer or to exchange them for an equal principal amount
of Securities of the same Series, the Registrar shall register the transfer or
make the exchange if its requirements for such transactions are met. To permit
registrations of transfers and exchanges, the Trustee shall authenticate
Securities at the Registrar’s request. No service charge shall be made for any
registration of transfer or exchange (except as otherwise expressly permitted
herein), but the Company may require payment of a sum sufficient to cover any
transfer tax or similar governmental charge payable in connection therewith
(other than any such transfer tax or similar governmental charge payable upon
exchanges pursuant to Sections 2.11, 3.6 or 9.6).

     

    Neither
the Company nor the Registrar shall be required (a) to issue, register the
transfer of, or exchange Securities of any Series for the period beginning at
the opening of business fifteen days immediately preceding the mailing of a
notice of redemption of Securities of that Series selected for redemption and
ending at the close of business on the day of such mailing, or (b) to register
the transfer of or exchange Securities of any Series selected, called or being
called for redemption as a whole or the portion being redeemed of any such
Securities selected, called or being called for redemption in part.

     

    Section
2.8                                Mutilated,
Destroyed, Lost and Stolen Securities.

     

    If any
mutilated Security is surrendered to the Trustee, the Company shall execute and
the Trustee shall authenticate and make available for delivery in exchange
therefor a new Security of the same Series and of like tenor and principal
amount and bearing a number not contemporaneously outstanding.

     

    If there
shall be delivered to the Company and the Trustee (i) evidence to their
satisfaction of the destruction, loss or theft of any Security and (ii) such
security or indemnity as may be required by them to save each of them and any
agent of either of them harmless, then, in the absence of notice to the Company
or the Trustee that such Security has been acquired by a bona fide purchaser,
the Company shall execute and upon its request the Trustee shall authenticate
and make available for delivery, in lieu of any such destroyed, lost or stolen
Security, a new Security of the same Series and of like tenor and principal
amount and bearing a number not contemporaneously outstanding.

     

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

     

    
      
         

      

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

     

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

     

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

     

    Section
2.9                                Outstanding
Securities.

     

    The
Securities outstanding at any time are all the Securities authenticated by the
Trustee except for those canceled by it, those delivered to it for cancellation,
those reductions in the interest on a Global Security effected by the Trustee in
accordance with the provisions hereof and those described in this Section as not
outstanding.

     

    If a
Security is replaced pursuant to Section 2.8, it ceases to be outstanding until
the Trustee receives proof satisfactory to it that the replaced Security is held
by a bona fide purchaser.

     

    If the
Paying Agent (other than the Company, a Subsidiary of the Company or an
Affiliate of the Company) holds on the Maturity of Securities of a Series money
sufficient to pay such Securities payable on that date, then on and after that
date such Securities of the Series cease to be outstanding and interest on them
ceases to accrue.

     

    A
Security does not cease to be outstanding because the Company or an Affiliate of
the Company holds the Security.

     

    In
determining whether the Holders of the requisite principal amount of outstanding
Securities have given any request, demand, authorization, direction, notice,
consent or waiver hereunder, the principal amount of a Discount Security that
shall be deemed to be outstanding for such purposes shall be the amount of the
principal thereof that would be due and payable as of the date of such
determination upon a declaration of acceleration of the Maturity thereof
pursuant to Section 6.2.

     

    Section
2.10                                Treasury
Securities.

     

    In
determining whether the Holders of the required principal amount of Securities
of a Series have concurred in any request, demand, authorization, direction,
notice, consent or waiver, Securities of a Series owned by the Company shall be
disregarded, except that for the purposes of determining whether the Trustee
shall be protected in relying on any such request, demand, authorization,
direction, notice, consent or waiver, only Securities of a Series that the
Trustee knows are so owned shall be so disregarded.

     

    Section
2.11                                Temporary
Securities.

     

    Until
definitive Securities are ready for delivery, the Company may prepare and the
Trustee shall authenticate temporary Securities upon a Company Order. Temporary
Securities shall be substantially in the form of definitive Securities but may
have variations that the Company considers appropriate for temporary Securities.
Without unreasonable delay, the Company shall prepare and the Trustee upon
request shall authenticate definitive Securities of the same Series and date of
maturity in exchange for temporary Securities. Until so exchanged, temporary
securities shall have the same rights under this Indenture as the definitive
Securities.

    
      
         

      

      
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    Section
2.12                                Cancellation.

     

    The
Company at any time may deliver Securities to the Trustee for cancellation. The
Registrar and the Paying Agent shall forward to the Trustee any Securities
surrendered to them for registration of transfer, exchange or payment. The
Trustee shall cancel all Securities surrendered for registration of transfer,
exchange, payment, replacement or cancellation and deliver such canceled
Securities to the Company, unless the Company otherwise directs; provided that
the Trustee shall not be required to destroy Securities. The Company may not
issue new Securities to replace Securities that it has paid or delivered to the
Trustee for cancellation.

     

    Section
2.13                                Defaulted
Interest.

     

    If the
Company defaults in a payment of interest on a Series of Securities, it shall
pay the defaulted interest, plus, to the extent permitted by law, any interest
payable on the defaulted interest, to the persons who are Securityholders of the
Series on a subsequent special record date. The Company shall fix the record
date and payment date. At least ten (10) days before the record date, the
Company shall mail to the Trustee and to each Securityholder of the Series a
notice that states the record date, the payment date and the amount of interest
to be paid. The Company may pay defaulted interest in any other lawful
manner.

     

    Section
2.14                                Global
Securities.

     

    2.14.1                      Terms of Securities. A Board
Resolution, a supplemental indenture hereto or an Officers’ Certificate shall
establish whether the Securities of a Series shall be issued in whole or in part
in the form of one or more Global Securities and the Depository for such Global
Security or Securities.

     

    2.14.2                      Transfer and Exchange.
Notwithstanding any provisions to the contrary contained in Section 2.7 of the
Indenture and in addition thereto, any Global Security shall be exchangeable
pursuant to Section 2.7 of the Indenture for Securities registered in the names
of Holders other than the Depository for such Security or its nominee only if
(i) such Depository notifies the Company that it is unwilling or unable to
continue as Depository for such Global Security or if at any time such
Depository ceases to be a clearing agency registered under the Exchange Act,
and, in either case, the Company fails to appoint a successor Depository
registered as a clearing agency under the Exchange Act within 90 days of such
event, (ii) the Company executes and delivers to the Trustee an Officers’
Certificate to the effect that such Global Security shall be so exchangeable or
(iii) an Event of Default with respect to The Securities represented by such
Global Security shall have happened and be continuing. Any Global Security that
is exchangeable pursuant to the preceding sentence shall be exchangeable for
Securities registered in such names as the Depository shall direct in writing in
an aggregate principal amount equal to the principal amount of the Global
Security with like tenor and terms.

     

    Except as
provided in this Section 2.14.2, a Global Security may not be transferred except
as a whole by the Depository with respect to such Global Security to a nominee
of such Depository, by a nominee of such Depository to such Depository or
another nominee of such Depository or by the Depository or any such nominee to a
successor Depository or a nominee of such a successor Depository.

     

    
      
         

      

      
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    2.14.3                      Legend. Any Global Security
issued hereunder shall bear a legend in substantially the following
form:

     

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

     

    2.14.4                      Acts of Holders. The
Depository, as a Holder, may appoint agents and otherwise authorize participants
to give or take any request, demand, authorization, direction, notice, consent,
waiver or other action which a Holder is entitled to give or take under the
Indenture.

     

    2.14.5                      Payments. Notwithstanding the
other provisions of this Indenture, unless otherwise specified as contemplated
by Section 2.2, payment of the principal of and interest, if any, on any Global
Security shall be made to the Holder thereof.

     

    2.14.6                      Consents, Declaration and
Directions. Except as provided in Section 2.14.5, the Company, the
Trustee and any Agent shall treat a person as the Holder of such principal
amount of outstanding Securities of such Series represented by a Global Security
as shall be specified in a written statement of the Depository with respect to
such Global Security, for purposes of obtaining any consents, declarations,
waivers or directions required to be given by the Holders pursuant to this
Indenture.

     

    Section
2.15                                CUSIP
Numbers.

     

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

     

    ARTICLE 3.

     

    REDEMPTION

     

    Section
3.1                                Notice
to Trustee.

     

    The
Company may, with respect to any Series of Securities, reserve the right to
redeem and pay the Series of Securities or may covenant to redeem and pay the
Series of Securities or any part thereof prior to the Stated Maturity thereof at
such time and on such terms as provided for in such Securities. If a Series of
Securities is redeemable and the Company wants or is obligated to redeem prior
to the Stated Maturity thereof all or part of the Series of Securities pursuant
to the terms of such Securities, it shall notify the Trustee of the redemption
date and the principal amount of Series of Securities to be redeemed. The
Company shall give the notice at least 40 days before the redemption date (or
such shorter notice as may be acceptable to the Trustee).

     

    
      
         

      

      
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    Section
3.2                                Selection
of Securities to be Redeemed.

     

    Unless
otherwise indicated for a particular Series by a Board Resolution, a
supplemental indenture or an Officers’ Certificate, if less than all the
Securities of a Series are to be redeemed, the Trustee shall select the
Securities of the Series to be redeemed in any manner that the Trustee deems
fair and appropriate. The Trustee shall make the selection from Securities of
the Series outstanding not previously called for redemption. The Trustee may
select for redemption portions of the principal of Securities of the Series that
have denominations larger than $1,000. Securities of the Series and portions of
them it selects shall be in amounts of $1,000 or whole multiples of $1,000 or,
with respect to Securities of any Series issuable in other denominations
pursuant to Section 2.2.10, the minimum principal denomination for each Series
and integral multiples thereof. Provisions of this Indenture that apply to
Securities of a Series called for redemption also apply to portions of
Securities of that Series called for redemption.

     

    Section
3.3                                Notice
of Redemption.

     

    Unless
otherwise indicated for a particular Series by Board Resolution, a supplemental
indenture hereto or an Officers’ Certificate, at least 30 days but not more than
60 days before a redemption date, the Company shall mail a notice of redemption
by first-class mail to each Holder whose Securities are to be redeemed and, if
any Bearer Securities are outstanding, publish on one occasion a notice in an
Authorized Newspaper.

     

    The
notice shall identify the Securities of the Series to be redeemed and shall
state:

     

    (a)           the
redemption date;

     

    (b)           the
redemption price;

     

    (c)           the
name and address of the Paying Agent;

     

    (d)           that
Securities of the Series called for redemption must be surrendered to the Paying
Agent to collect the redemption price;

     

    (e)           that
interest on Securities of the Series called for redemption ceases to accrue on
and after the redemption date;

     

    (f)           the
CUSIP number, if any; and

     

    (g)           any
other information as may be required by the terms of the particular Series or
the Securities of a Series being redeemed.

     

    At the
Company’s request, the Trustee shall give the notice of redemption in the
Company’s name and at its expense.

     

    Section
3.4                                Effect
of Notice of Redemption.

     

    Once
notice of redemption is mailed or published as provided in Section 3.3,
Securities of a Series called for redemption become due and payable on the
redemption date and at the redemption price. A notice of redemption may not be
conditional. Upon surrender to the Paying Agent, such Securities shall be paid
at the redemption price plus accrued interest to the redemption date; provided
that installments of interest whose Stated Maturity is on or prior to the
redemption date shall be payable to the Holders of such Securities (or one or
more predecessor Securities) registered at the close of business on the relevant
record date therefor according to their terms and the terms of this
Indenture.

    
      
         

      

      
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    Section
3.5                                Deposit
of Redemption Price.

     

    On or
before 10:00 a.m., New York City time, on the redemption date, the Company shall
deposit with the Paying Agent money sufficient to pay the redemption price of
and accrued interest, if any, on all Securities to be redeemed on that
date.

     

    Section
3.6                                Securities
Redeemed In Part.

     

    Upon
surrender of a Security that is redeemed in part, the Trustee shall authenticate
for the Holder a new Security of the same Series and the same maturity equal in
principal amount to the unredeemed portion of the Security
surrendered.

     

    ARTICLE 4.

     

    COVENANTS

     

    Section
4.1                                Payment
Of Principal and Interest.

     

    The
Company covenants and agrees for the benefit of the Holders of each Series of
Securities that it will duly and punctually pay the principal of and interest,
if any, on the Securities of that Series in accordance with the terms of such
Securities and this Indenture.

     

    Section
4.2                                SEC
Reports.

     

    The
Company shall, so long as any of the Securities are outstanding, deliver to the
Trustee within 15 days after it files them with the SEC 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 SEC may by rules and regulations
prescribe) which the Company is required to file with the SEC pursuant to
Section 13 or 15(d) of the Exchange Act. The Company also shall comply with the
other provisions of TIA Section 314(a). Delivery of such reports, information
and documents to the Trustee is for informational purposes only and the
Trustee’s receipt of such shall not constitute constructive notice of any
information contained therein or determinable from information contained
therein, including the Company’s compliance with any of its covenants hereunder
(as to which the Trustee is entitled to rely exclusively on an Officers’
Certificate).

     

    Section
4.3                                Compliance
Certificate.

     

    The
Company shall, so long as any of the Securities are outstanding, deliver to the
Trustee, within 120 days after the end of each fiscal year of the Company, an
Officers’ Certificate stating whether or not to the knowledge of the signers
thereof the Company is in default in the performance or observance of any of the
terms, provisions and conditions hereof (without regard to any period of grace
or requirement of notice provided hereunder), and if a Default or Event of
Default shall have occurred, specifying all such Defaults or Events of Default
and the nature and status thereof of which they may have knowledge.

     

    The
Company will, so long as any of the Securities are outstanding, deliver to the
Trustee, within thirty (30) days after becoming aware of any Default or Event of
Default, an Officers’ Certificate specifying such Default or Event of Default
and what action the Company is taking or proposes to take with respect
thereto.

     

    
      
         

      

      
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    Section
4.4                                Stay,
Extension and Usury Laws.

     

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

     

    Section
4.5                                Corporate
Existence.

     

    Subject
to Article V, the Company will do or cause to be done all things necessary to
preserve and keep in full force and effect its corporate existence and the
rights (charter and statutory), licenses and franchises of the Company;
provided, however, that the Company shall not be required to preserve any such
right, license or franchise if the Board of Directors shall determine that the
preservation thereof is no longer desirable in the conduct of the business of
the Company and its Subsidiaries taken as a whole and that the loss thereof is
not adverse in any material respect to the Holders.

     

    Section
4.6                                Taxes.

     

    The
Company shall pay prior to delinquency all taxes, assessments and governmental
levies, except as contested in good faith and by appropriate
proceedings.

     

    ARTICLE 5.

     

    SUCCESSORS

     

    Section
5.1                                When
Company May Merge, Etc.

     

    The
Company shall not consolidate with or merge with or into, or convey, transfer or
lease all or substantially all of its properties and assets to, any person (a
“successor person”) unless:

     

    (a)           the
Company is the surviving corporation or the successor person (if other than the
Company) is organized and validly existing under the laws of any U.S. domestic
jurisdiction and expressly assumes the Company’s obligations on the Securities
and under this Indenture; and

     

    (b)           immediately
after giving effect to the transaction, no Default or Event of Default shall
have occurred and be continuing.

     

    The
Company shall deliver to the Trustee prior to the consummation of the proposed
transaction an Officers’ Certificate to the foregoing effect and an Opinion of
Counsel stating that the proposed transaction and any supplemental indenture
comply with this Indenture.

     

    Section
5.2                                Successor
Corporation Substituted.

     

    Upon any
consolidation or merger, or any sale, lease, conveyance or other disposition of
all or substantially all of the assets of the Company in accordance with Section
5.1, the successor corporation formed by such consolidation or into or with
which the Company is merged or to which such sale, lease, conveyance or other
disposition is made shall succeed to, and be substituted for, and may exercise
every right and power of, the Company under this Indenture with the same effect
as if such successor person has been named as the Company herein; provided,
however, that the predecessor Company in the case of a sale, conveyance or other
disposition (other than a lease) shall be released from all obligations and
covenants under this Indenture and the Securities.

    
      
         

      

      
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    ARTICLE 6.

     

    DEFAULTS
AND REMEDIES

     

    Section
6.1                                Events
of Default.

     

    “Event of
Default,” wherever used herein with respect to Securities of any Series, means
any one of the following events, unless in the establishing Board Resolution,
supplemental indenture or Officers’ Certificate, it is provided that such Series
shall not have the benefit of said Event of Default:

     

    (a)           default
in the payment of any interest on any Security of that Series when it becomes
due and payable, and continuance of such default for a period of 30 days (unless
the entire amount of such payment is deposited by the Company with the Trustee
or with a Paying Agent prior to the expiration of such period of 30 days);
or

     

    (b)           default
in the payment of principal of any Security of that Series at its Maturity;
or

     

    (c)           default
in the deposit of any sinking fund payment, when and as due in respect of any
Security of that Series; or

     

    (d)           default
in the performance or breach of any covenant or warranty of the Company in this
Indenture (other than a covenant or warranty for which the consequences of
nonperformance or breach are addressed elsewhere in this Section 6.1 and other
than a covenant or warranty that has been included in this Indenture solely for
the benefit of Series of Securities other than that Series), which default
continues uncured for a period of 90 days after there has been given, by
registered or certified mail, to the Company by the Trustee or to the Company
and the Trustee by the Holders of not less than a majority in principal amount
of the outstanding Securities of that Series a written notice specifying such
default or breach and requiring it to be remedied and stating that such notice
is a “Notice of Default” hereunder; or

     

    (e)           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,

     

    (iv)           makes
a general assignment for the benefit of its creditors, or

     

    (v)           generally
is unable to pay its debts as the same become due; or

     

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

     

    (i)           is
for relief against the Company in an involuntary case,

     

    
      
         

      

      
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    (ii)           appoints
a Custodian of the Company or for all or substantially all of its property,
or

     

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

     

    (g)           any
other Event of Default provided with respect to Securities of that Series, which
is specified in a Board Resolution, a supplemental indenture hereto or an
Officers’ Certificate, in accordance with Section 2.2.18.

     

    The term
“Bankruptcy Law” means Title 11 of the U.S. Code or any similar federal or state
law for the relief of debtors. The term “Custodian” means any receiver, trustee,
assignee, liquidator or similar official under any Bankruptcy Law.

     

    Section
6.2                                Acceleration
of Maturity; Rescission and Annulment.

     

    If an
Event of Default with respect to Securities of any Series at the time
outstanding occurs and is continuing (other than an Event of Default referred to
in Section 6.1(e) or (f)), then in every such case the Trustee or the Holders of
not less than a majority in principal amount of the outstanding Securities of
that Series may declare the principal amount (or, if any Securities of that
Series are Discount Securities, such portion of the principal amount as may be
specified in the terms of such Securities) of and accrued and unpaid interest,
if any, on all of the Securities of that Series to be due and payable
immediately, by a notice in writing to the Company (and to the Trustee if given
by Holders), and upon any such declaration such principal amount (or specified
amount) and accrued and unpaid interest, if any, shall become immediately due
and payable. If an Event of Default specified in Section 6.1(e) or (f) shall
occur, the principal amount (or specified amount) of and accrued and unpaid
interest, if any, on all outstanding Securities shall ipso facto become and be
immediately due and payable without any declaration or other act on the part of
the Trustee or any Holder.

     

    At any
time after such a declaration of acceleration with respect to any Series has
been made and before a judgment or decree for payment of the money due has been
obtained by the Trustee as hereinafter in this Article provided, the Holders of
a majority in principal amount of the outstanding Securities of that Series, by
written notice to the Company and the Trustee, may rescind and annul such
declaration and its consequences if all Events of Default with respect to
Securities of that Series, other than the non-payment of the principal and
interest, if any, of Securities of that Series which have become due solely by
such declaration of acceleration, have been cured or waived as provided in
Section 6.13.

     

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

     

    Section
6.3                                Collection
of Indebtedness and Suits for Enforcement by Trustee.

     

    The
Company covenants that if:

     

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

     

    (b)           default
is made in the payment of principal of any Security at the Maturity thereof,
or

     

    (c)           default
is made in the deposit of any sinking fund payment when and as due by the terms
of a Security,

     

    
      
         

      

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

     

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

     

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

     

    Section
6.4                                Trustee
May File Proofs of Claim.

     

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

     

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

     

    (b)           to
collect and receive any moneys or other property payable or deliverable on any
such claims and to distribute the same, and any custodian, receiver, assignee,
trustee, liquidator, sequestrator or other similar official in any such judicial
proceeding is hereby authorized by each Holder to make such payments to the
Trustee and, in the event that the Trustee shall consent to the making of such
payments directly to the Holders, to pay to the Trustee any amount due it for
the reasonable compensation, expenses, disbursements and advances of the
Trustee, its agents and counsel, and any other amounts due the Trustee under
Section 7.7.

     

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

     

    
      
         

      

      
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    Section
6.5                                Trustee
May Enforce Claims Without Possession of Securities.

     

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

     

    Section
6.6                                Application
of Money Collected.

     

    Any money
collected by the Trustee pursuant to this Article shall be applied in the
following order, at the date or dates fixed by the Trustee and, in case of the
distribution of such money on account of principal or interest, upon
presentation of the Securities and the notation thereon of the payment if only
partially paid and upon surrender thereof if fully paid:

     

    First: To
the payment of all amounts due the Trustee under Section 7.7; and

     

    Second:
To the payment of the amounts then due and unpaid for principal of and interest
on the Securities in respect of which or for the benefit of which such money has
been collected, ratably, without preference or priority of any kind, according
to the amounts due and payable on such Securities for principal and interest,
respectively; and

     

    Third: To
the Company.

     

    Section
6.7                                Limitation
on Suits.

     

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

     

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

     

    (b)           the
Holders of at least a majority in principal amount of the outstanding Securities
of that Series shall have made written request to the Trustee to institute
proceedings in respect of such Event of Default in its own name as Trustee
hereunder;

     

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

     

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

     

    (e)           no
direction inconsistent with such written request has been given to the Trustee
during such 60-day period by the Holders of a majority in principal amount of
the outstanding Securities of that Series;

     

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

    
      
         

      

      
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    Section
6.8                                Unconditional
Right of Holders to Receive Principal and Interest.

     

    Notwithstanding
any other provision in this Indenture, the Holder of any Security shall have the
right, which is absolute and unconditional, to receive payment of the principal
of and interest, if any, on such Security on the Stated Maturity or Stated
Maturities expressed in such Security (or, in the case of redemption, on the
redemption date) and to institute suit for the enforcement of any such payment,
and such rights shall not be impaired without the consent of such
Holder.

     

    Section
6.9                                Restoration
of Rights and Remedies.

     

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

     

    Section
6.10                                Rights
and Remedies Cumulative.

     

    Except as
otherwise provided with respect to the replacement or payment of mutilated,
destroyed, lost or stolen Securities in Section 2.8, no right or remedy herein
conferred upon or reserved to the Trustee or to the Holders is intended to be
exclusive of any other right or remedy, and every right and remedy shall, to the
extent permitted by law, be cumulative and in addition to every other right and
remedy given hereunder or now or hereafter existing at law or in equity or
otherwise. The assertion or employment of any right or remedy hereunder, or
otherwise, shall not, to the extent permitted by law, prevent the concurrent
assertion or employment of any other appropriate right or remedy.

     

    Section
6.11                                Delay
or Omission Not Waiver.

     

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

     

    Section
6.12                                Control
by Holders.

     

    The
Holders of a majority in principal amount of the outstanding Securities of any
Series shall have the right to direct the time, method and place of conducting
any proceeding for any remedy available to the Trustee, or exercising any trust
or power conferred on the Trustee, with respect to the Securities of such
Series, provided that:

     

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

     

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

     

    
      
         

      

      
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    (c)           subject
to the provisions of Section 6.1, the Trustee shall have the right to decline to
follow any such direction if the Trustee in good faith shall, by a Responsible
Officer of the Trustee, determine that the proceeding so directed would involve
the Trustee in personal liability.

     

    Section
6.13                                Waiver
of Past Defaults.

     

    The
Holders of not less than a majority in principal amount of the outstanding
Securities of any Series may on behalf of the Holders of all the Securities of
such Series waive any past Default hereunder with respect to such Series and its
consequences, except a Default (i) in the payment of the principal of or
interest on any Security of such Series (provided, however, that the Holders of
a majority in principal amount of the outstanding Securities of any Series may
rescind an acceleration and its consequences, including any related payment
default that resulted from such acceleration) or (ii) in respect of a covenant
or provision hereof which cannot be modified or amended without the consent of
the Holder of each outstanding Security of such Series affected. Upon any such
waiver, such Default shall cease to exist, and any Event of Default arising
therefrom shall be deemed to have been cured, for every purpose of this
Indenture; but no such waiver shall extend to any subsequent or other Default or
impair any right consequent thereon.

     

    Section
6.14                                Undertaking
for Costs.

     

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

     

    ARTICLE 7.

     

    TRUSTEE

     

    Section
7.1                                Duties
of Trustee.

     

    (a)           If
an Event of Default has occurred and is continuing, the Trustee shall exercise
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)           Except
during the continuance of an Event of Default:

     

    (i)           The
Trustee need perform only those duties that are specifically set forth in this
Indenture and no others.

     

    (ii)           In
the absence of bad faith on its part, the Trustee may conclusively rely, as to
the truth of the statements and the correctness of the opinions expressed
therein, upon Officers’ Certificates or Opinions of Counsel furnished to the
Trustee and conforming to the requirements of this Indenture; however, in the
case of any such Officers’ Certificates or Opinions of Counsel which by any
provisions hereof are specifically required to be furnished to the Trustee, the
Trustee shall examine such Officers’ Certificates and Opinions of Counsel to
determine whether or not they conform to the requirements of this
Indenture.

    
      
         

      

      
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    (c)           The
Trustee may not be relieved from liability for its own negligent action, its own
negligent failure to act or its own willful misconduct, except
that:

     

    (i)           This
paragraph does not limit the effect of paragraph (b) of this
Section.

     

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

     

    (iii)           The
Trustee shall not be liable with respect to any action taken, suffered or
omitted to be taken by it with respect to Securities of any Series in good faith
in accordance with the direction of the Holders of a majority in principal
amount of the outstanding Securities of such Series relating to the time, method
and place of conducting any proceeding for any remedy available to the Trustee,
or exercising any trust or power conferred upon the Trustee, under this
Indenture with respect to the Securities of such Series.

     

    (d)           Every
provision of this Indenture that in any way relates to the Trustee is subject to
paragraph (a), (b) and (c) of this Section.

     

    (e)           The
Trustee may refuse to perform any duty or exercise any right or power at the
request or direction of any Holder unless it receives indemnity satisfactory to
it against any loss, liability or expense.

     

    (f)           The
Trustee shall not be liable for interest on any money received by it except as
the Trustee may agree in writing with the Company. Money held in trust by the
Trustee need not be segregated from other funds except to the extent required by
law.

     

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

     

    (h)           The
Paying Agent, the Registrar and any authenticating agent shall be entitled to
the protections, immunities and standard of care as are set forth in paragraphs
(a), (b) and (c) of this Section with respect to the Trustee.

     

    Section
7.2                                Rights
of Trustee.

     

    (a)           The
Trustee may rely on and shall be protected in acting or refraining from acting
upon any document believed by it to be genuine and to have been signed or
presented by the proper person. The Trustee need not investigate any fact or
matter stated in the document.

     

    
      
         

      

      
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    (b)           Before
the Trustee acts or refrains from acting, it may require an Officers’
Certificate. The Trustee shall not be liable for any action it takes or omits to
take in good faith in reliance on such Officers’ Certificate.

     

    (c)           The
Trustee may act through agents and shall not be responsible for the misconduct
or negligence of any agent appointed with due care. No Depository shall be
deemed an agent of the Trustee and the Trustee shall not be responsible for any
act or omission by any Depository.

     

    (d)           The
Trustee shall not be liable for any action it takes or omits to take in good
faith which it believes to be authorized or within its rights or powers,
provided that the Trustee’s conduct does not constitute negligence or bad
faith.

     

    (e)           The
Trustee may consult with counsel and the advice of such counsel or any Opinion
of Counsel shall be full and complete authorization and protection in respect of
any action taken, suffered or omitted by it hereunder without negligence and in
good faith and in reliance thereon.

     

    (f)           The
Trustee shall be under no obligation to exercise any of the rights or powers
vested in it by this Indenture at the request or direction of any of the Holders
of Securities unless such Holders shall have offered to the Trustee reasonable
security or indemnity against the costs, expenses and liabilities which might be
incurred by it in compliance with such request or direction.

     

    (g)           The
Trustee may consult with counsel of its selection and the advice of such counsel
or any Opinion of Counsel shall be full and complete authorization and
protection in respect of any action taken, suffered or omitted by it hereunder
without negligence and in good faith and in reliance thereon.

     

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

     

    (i)           The
Trustee shall not be deemed to have notice of any Default or Event of Default
unless a Responsible Officer of the Trustee has actual knowledge thereof or
unless written notice of any event which is in fact such a default is received
by the Trustee at the Corporate Trust Office of the Trustee, and such notice
references the Securities generally or the Securities of a particular Series and
this Indenture.

     

    Section
7.3                                Individual
Rights of Trustee.

     

    The
Trustee in its individual or any other capacity may become the owner or pledgee
of Securities and may otherwise deal with the Company or an Affiliate of the
Company with the same rights it would have if it were not Trustee. Any Agent may
do the same with like rights. The Trustee is also subject to Sections 7.10 and
7.11.

     

    
      
         

      

      
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    Section
7.4                                Trustee’s
Disclaimer.

     

    The
Trustee makes no representation as to the validity or adequacy of this Indenture
or the Securities, it shall not be accountable for the Company’s use of the
proceeds from the Securities, and it shall not be responsible for any statement
in the Securities other than its authentication.

     

    Section
7.5                                Notice
of Defaults.

     

    If a
Default or Event of Default occurs and is continuing with respect to the
Securities of any Series and if it is known to a Responsible Officer of the
Trustee, the Trustee shall mail to each Securityholder of the Securities of that
Series and, if any Bearer Securities are outstanding, publish on one occasion in
an Authorized Newspaper, notice of a Default or Event of Default within 90 days
after it occurs or, if later, after a Responsible Officer of the Trustee has
knowledge of such Default or Event of Default. Except in the case of a Default
or Event of Default in payment of principal of or interest on any Security of
any Series, the Trustee may withhold the notice if and so long as its corporate
trust committee or a committee of its Responsible Officers in good faith
determines that withholding the notice is in the interests of Securityholders of
that Series.

     

    Section
7.6                                Reports
by Trustee to Holders.

     

    Within 60
days after May 15 in each year, the Trustee shall transmit by mail to all
Securityholders, as their names and addresses appear on the register kept by the
Registrar and, if any Bearer Securities are outstanding, publish in an
Authorized Newspaper, a brief report dated as of such May 15, in accordance
with, and to the extent required under, TIA Section 313.

     

    A copy of
each report at the time of its mailing to Securityholders of any Series shall be
filed with the SEC and each stock exchange on which the Securities of that
Series are listed. The Company shall promptly notify the Trustee when Securities
of any Series are listed on any stock exchange.

     

    Section
7.7                                Compensation
and Indemnity.

     

    The
Company shall pay to the Trustee from time to time compensation for its services
as the Company and the Trustee shall from time to time agree upon in writing.
The Trustee’s compensation shall not be limited by any law on compensation of a
trustee of an express trust. The Company shall reimburse the Trustee upon
request for all reasonable out-of-pocket expenses incurred by it. Such expenses
shall include the reasonable compensation and expenses of the Trustee’s agents
and counsel.

     

    The
Company shall indemnify each of the Trustee and any predecessor Trustee
(including the cost of defending itself) against any loss, liability or expense,
including taxes (other than taxes based upon, measured by or determined by the
income of the Trustee) incurred by it except as set forth in the next paragraph
in the performance of its duties under this Indenture as Trustee or Agent. The
Trustee shall notify the Company promptly of any claim for which it may seek
indemnity. The Company shall defend the claim and the Trustee shall cooperate in
the defense. The Trustee may have one separate counsel and the Company shall pay
the reasonable fees and expenses of such counsel. The Company need not pay for
any settlement made without its consent, which consent shall not be unreasonably
withheld. This indemnification shall apply to officers, directors, employees,
shareholders and agents of the Trustee.

     

    The
Company need not reimburse any expense or indemnify against any loss or
liability incurred by the Trustee or by any officer, director, employee,
shareholder or agent of the Trustee through negligence or bad
faith.

     

    
      
         

      

      
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    To secure
the Company’s payment obligations in this Section, the Trustee shall have a lien
prior to the Securities of any Series on all money or property held or collected
by the Trustee, except that held in trust to pay principal of and interest on
particular Securities of that Series.

     

    When the
Trustee incurs expenses or renders services after an Event of Default specified
in Section 6.1(e) or (f) occurs, the expenses and the compensation for the
services are intended to constitute expenses of administration under any
Bankruptcy Law.

     

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

     

    Section
7.8                                Replacement
of Trustee.

     

    A
resignation or removal of the Trustee and appointment of a successor Trustee
shall become effective only upon the successor Trustee’s acceptance of
appointment as provided in this Section.

     

    The
Trustee may resign with respect to the Securities of one or more Series by so
notifying the Company at least 30 days prior to the date of the proposed
resignation. The Holders of a majority in principal amount of the Securities of
any Series may remove the Trustee with respect to that Series by so notifying
the Trustee and the Company. The Company may remove the Trustee with respect to
Securities of one or more Series if:

     

    (a)           the
Trustee fails to comply with Section 7.10;

     

    (b)           the
Trustee is adjudged bankrupt or insolvent or an order for relief is entered with
respect to the Trustee under any Bankruptcy Law;

     

    (c)           a
Custodian or public officer takes charge of the Trustee or its property;
or

     

    (d)           the
Trustee becomes incapable of acting.

     

    If the
Trustee resigns or is removed or if a vacancy exists in the office of Trustee
for any reason, the Company shall promptly appoint a successor Trustee. Within
one year after the successor Trustee takes office, the Holders of a majority in
principal amount of the then outstanding Securities may appoint a successor
Trustee to replace the successor Trustee appointed by the Company.

     

    If a
successor Trustee with respect to the Securities of any one or more Series does
not take office within 60 days after the retiring Trustee resigns or is removed,
the retiring Trustee, the Company or the Holders of at least a majority in
principal amount of the Securities of the applicable Series may petition any
court of competent jurisdiction for the appointment of a successor
Trustee.

     

    A
successor Trustee shall deliver a written acceptance of its appointment to the
retiring Trustee and to the Company. Immediately after that, the retiring
Trustee shall transfer all property held by it as Trustee to the successor
Trustee subject to the lien provided for in Section 7.7, the resignation or
removal of the retiring Trustee shall become effective, and the successor
Trustee shall have all the rights, powers and duties of the Trustee with respect
to each Series of Securities for which it is acting as Trustee under this
Indenture. A successor Trustee shall mail a notice of its succession to each
Securityholder of each such Series and, if any Bearer Securities are
outstanding, publish such notice on one occasion in an Authorized Newspaper.
Notwithstanding replacement of the Trustee pursuant to this Section 7.8, the
Company’s obligations under Section 7.7 hereof shall continue for the benefit of
the retiring Trustee with respect to expenses and liabilities incurred by it
prior to such replacement.

     

    
      
         

      

      
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    Section
7.9                                Successor
Trustee by Merger, Etc.

     

    If the
Trustee consolidates with, merges or converts into, or transfers all or
substantially all of its corporate trust business to, another corporation, the
successor corporation without any further act shall be the successor
Trustee.

     

    Section
7.10                                Eligibility;
Disqualification.

     

    This
Indenture shall always have a Trustee who satisfies the requirements of TIA
Section 310(a)(1), (2) and (5). The Trustee shall always have a combined capital
and surplus of at least $25,000,000 as set forth in its most recent published
annual report of condition. The Trustee shall comply with TIA Section
310(b).

     

    Section
7.11                                Preferential
Collection of Claims Against Company.

     

    The
Trustee is subject to TIA Section 311(a), excluding any creditor relationship
listed in TIA Section 311(b). A Trustee who has resigned or been removed shall
be subject to TIA Section 311(a) to the extent indicated.

     

    ARTICLE 8.

     

    SATISFACTION
AND DISCHARGE; DEFEASANCE

     

    Section
8.1                                Satisfaction
and Discharge of Indenture.

     

    This
Indenture shall upon Company Order cease to be of further effect (except as
hereinafter provided in this Section 8.1), and the Trustee, at the expense of
the Company, shall execute proper instruments acknowledging satisfaction and
discharge of this Indenture, when

     

    (a)           either
of the following shall have occurred:

     

    (i)           all
Securities theretofore authenticated and delivered (other than Securities that
have been destroyed, lost or stolen and that have been replaced or paid) have
been delivered to the Trustee for cancellation; or

     

    (ii)           all
such Securities not theretofore delivered to the Trustee for
cancellation

     

    (1)           have
become due and payable, or

     

    (2)           
will become due and payable at their Stated Maturity within one year,
or

     

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

     

    and the
Company has irrevocably deposited or caused to be deposited with the Trustee as
trust funds in trust an amount sufficient for the purpose of paying and
discharging the entire indebtedness on such Securities not theretofore delivered
to the Trustee for cancellation, for principal and interest to the date of such
deposit (in the case of Securities which have become due and payable on or prior
to the date of such deposit) or to the Stated Maturity or redemption date, as
the case may be;

    
      
         

      

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

     

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

     

    Notwithstanding
the satisfaction and discharge of this Indenture, the obligations of the Company
to the Trustee under Section 7.7 and, if money shall have been deposited with
the Trustee pursuant to clause (a) of this Section, the provisions of Sections
2.4, 2.7, 2.8, 8.1, 8.2 and 8.5 shall survive.

     

    Section
8.2                                Application
of Trust Funds; Indemnification.

     

    (a)           Subject
to the provisions of Section 8.5, all money deposited with the Trustee pursuant
to Section 8.1, all money and U.S. Government Obligations or Foreign Government
Obligations deposited with the Trustee pursuant to Section 8.3 or 8.4 and all
money received by the Trustee in respect of U.S. Government Obligations or
Foreign Government Obligations deposited with the Trustee pursuant to Section
8.3 or 8.4, shall be held in trust and applied by it, in accordance with the
provisions of the Securities and this Indenture, to the payment, either directly
or through any Paying Agent (other than the Company acting as its own Paying
Agent) as the Trustee may determine, to the persons entitled thereto, of the
principal and interest for whose payment such money has been deposited with or
received by the Trustee or to make mandatory sinking fund payments or analogous
payments as contemplated by Sections 8.3 or 8.4.

     

    (b)           The
Company shall pay and shall indemnify the Trustee against any tax, fee or other
charge imposed on or assessed against U.S. Government Obligations or Foreign
Government Obligations deposited pursuant to Sections 8.3 or 8.4 or the interest
and principal received in respect of such obligations other than any payable by
or on behalf of Holders.

     

    (c)           The
Trustee shall deliver or pay to the Company from time to time upon Company
Request any U.S. Government Obligations or Foreign Government Obligations or
money held by it as provided in Sections 8.3 or 8.4 which, in the opinion of a
nationally recognized firm of independent certified public accountants expressed
in a written certification thereof delivered to the Trustee, are then in excess
of the amount thereof which then would have been required to be deposited for
the purpose for which such U.S. Government Obligations or Foreign Government
Obligations or money were deposited or received. This provision shall not
authorize the sale by the Trustee of any U.S. Government Obligations or Foreign
Government Obligations held under this Indenture.

     

    Section
8.3                                Legal
Defeasance of Securities of Any Series.

     

    Unless
this Section 8.3 is otherwise specified, pursuant to Section 2.2.23, to be
inapplicable to Securities of any Series, the Company shall be deemed to have
paid and discharged the entire indebtedness on all the outstanding Securities of
any Series on the 91st day after the date of the deposit referred to in
subparagraph (d) hereof, and the provisions of this Indenture, as it relates to
such outstanding Securities of such Series, shall no longer be in effect (and
the Trustee, at the expense of the Company, shall, at Company Request, execute
proper instruments acknowledging the same), except as to:

     

    
      
         

      

      
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    (a)           the
rights of Holders of Securities of such Series to receive, from the trust funds
described in subparagraph (d) hereof, (i) payment of the principal of and each
installment of principal of and interest on the outstanding Securities of such
Series on the Stated Maturity of such principal or installment of principal or
interest and (ii) the benefit of any mandatory sinking fund payments applicable
to the Securities of such Series on the day on which such payments are due and
payable in accordance with the terms of this Indenture and the Securities of
such Series;

     

    (b)           the
provisions of Sections 2.4, 2.7, 2.8, 8.2, 8.3, and 8.5; and

     

    (c)           the
rights, powers, trust and immunities of the Trustee hereunder;

     

    provided
that, the following conditions shall have been satisfied:

     

    (d)           the
Company shall have deposited or caused to be irrevocably deposited (except as
provided in Section 8.2(c)) with the Trustee as trust funds in trust for the
purpose of making the following payments, specifically pledged as security for
and dedicated solely to the benefit of the Holders of such Securities (i) in the
case of Securities of such Series denominated in Dollars, cash in Dollars and/or
U.S. Government Obligations, or (ii) in the case of Securities of such Series
denominated in a Foreign Currency (other than a composite currency), money
and/or Foreign Government Obligations, which through the payment of interest and
principal in respect thereof in accordance with their terms, will provide (and
without reinvestment and assuming no tax liability will be imposed on such
Trustee), not later than one day before the due date of any payment of money, an
amount in cash, sufficient, in the opinion of a nationally recognized firm of
independent public accountants expressed in a written certification thereof
delivered to the Trustee, to pay and discharge each installment of principal of
and interest, if any, on and any mandatory sinking fund payments in respect of
all the Securities of such Series on the dates such installments of interest or
principal and such sinking fund payments are due;

     

    (e)           such
deposit will not result in a breach or violation of, or constitute a default
under, this Indenture or any other agreement or instrument to which the Company
is a party or by which it is bound;

     

    (f)           no
Default or Event of Default with respect to the Securities of such Series shall
have occurred and be continuing on the date of such deposit or during the period
ending on the 91st day after such date;

     

    (g)           the
Company shall have delivered to the Trustee an Officers’ Certificate and an
Opinion of Counsel to the effect that (i) the Company has received from, or
there has been published by, the Internal Revenue Service a ruling, or (ii)
since the date of execution of this Indenture, there has been a change in the
applicable Federal income tax law, in either case to the effect that, and based
thereon such Opinion of Counsel shall confirm that, the Holders of the
Securities of such Series will not recognize income, gain or loss for Federal
income tax purposes as a result of such deposit, defeasance and discharge and
will be subject to Federal income tax on the same amounts and in the same manner
and at the same times as would have been the case if such deposit, defeasance
and discharge had not occurred;

     

    (h)           the
Company shall have delivered to the Trustee an Officers’ Certificate stating
that the deposit was not made by the Company with the intent of preferring the
Holders of the Securities of such Series over any other creditors of the Company
or with the intent of defeating, hindering, delaying or defrauding any other
creditors of the Company; and

     

    
      
         

      

      
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    (i)           the
Company shall have delivered to the Trustee an Officers’ Certificate and an
Opinion of Counsel, each stating that all conditions precedent provided for
relating to the defeasance contemplated by this Section have been complied
with.

     

    Section
8.4                                Covenant
Defeasance.

     

    Unless
this Section 8.4 is otherwise specified pursuant to Section 2.2.23 to be
inapplicable to Securities of any Series, on and after the 91st day after the
date of the deposit referred to in subparagraph (a) hereof, the Company may omit
to comply with respect to the Securities of any Series with any term, provision
or condition set forth under Sections 4.2, 4.3, 4.4, 4.6 and 5.1 as well as any
additional covenants specified in a supplemental indenture for such Series of
Securities or a Board Resolution or an Officers’ Certificate delivered pursuant
to Section 2.2.23 (and the failure to comply with any such covenants shall not
constitute a Default or Event of Default with respect to such Series under
Section 6.1) and the occurrence of any event specified in a supplemental
indenture for such Series of Securities or a Board Resolution or an Officers’
Certificate delivered pursuant to Section 2.2.18 and designated as an Event of
Default shall not constitute a Default or Event of Default hereunder, with
respect to the Securities of such Series, provided that the following conditions
shall have been satisfied:

     

    (a)           With
reference to this Section 8.4, the Company has deposited or caused to be
irrevocably deposited (except as provided in Section 8.2(c)) with the Trustee as
trust funds in trust for the purpose of making the following payments
specifically pledged as security for, and dedicated solely to, the benefit of
the Holders of such Securities (i) in the case of Securities of such Series
denominated in Dollars, cash in Dollars and/or U.S. Government Obligations, or
(ii) in the case of Securities of such Series denominated in a Foreign
Currency (other than a composite currency), money and/or Foreign Government
Obligations, which through the payment of interest and principal in respect
thereof in accordance with their terms, will provide (and without reinvestment
and assuming no tax liability will be imposed on such Trustee), not later than
one day before the due date of any payment of money, an amount in cash,
sufficient, in the opinion of a nationally recognized firm of independent
certified public accountants expressed in a written certification thereof
delivered to the Trustee, to pay and discharge each installment of principal of
and interest, if any, on and any mandatory sinking fund payments in respect of
the Securities of such Series on the dates such installments of interest or
principal and such sinking fund payments are due;

     

    (b)           Such
deposit will not result in a breach or violation of, or constitute a default
under, this Indenture or any other agreement or instrument to which the Company
is a party or by which it is bound;

     

    (c)           No
Default or Event of Default with respect to the Securities of such Series shall
have occurred and be continuing on the date of such deposit or during the period
ending on the 91st day after such date;

     

    (d)           The
Company shall have delivered to the Trustee an Opinion of Counsel to the effect
that Holders of the Securities of such Series will not recognize income, gain or
loss for federal income tax purposes as a result of such deposit and covenant
defeasance and will be subject to federal income tax on the same amounts, in the
same manner and at the same times as would have been the case if such deposit
and covenant defeasance had not occurred; and

     

    (e)           The
Company shall have delivered to the Trustee an Officers’ Certificate and an
Opinion of Counsel, each stating that all conditions precedent herein provided
for relating to the covenant defeasance contemplated by this Section have been
complied with.

     

    
      
         

      

      
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    Section
8.5                                Repayment
to Company.

     

    The
Trustee and the Paying Agent shall pay to the Company upon request any money
held by them for the payment of principal and interest that remains unclaimed
for two years. After that, Securityholders entitled to the money must look to
the Company for payment as general creditors unless an applicable abandoned
property law designates another person.

     

    ARTICLE 9.

     

    AMENDMENTS
AND WAIVERS

     

    Section
9.1                                Without
Consent of Holders.

     

    The
Company and the Trustee may amend or supplement this Indenture or the Securities
of one or more Series without the consent of any Securityholder:

     

    (a)           to
cure any ambiguity, defect or inconsistency;

     

    (b)           to
comply with Article V;

     

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

     

    (d)           to
make any change that does not adversely affect the rights of any
Securityholder;

     

    (e)           to
provide for the issuance of and establish the form and terms and conditions of
Securities of any Series as permitted by this Indenture;

     

    (f)           to
evidence and provide for the acceptance of appointment hereunder by a successor
Trustee with respect to the Securities of one or more Series and to add to or
change any of the provisions of this Indenture as shall be necessary to provide
for or facilitate the administration of the trusts hereunder by more than one
Trustee; or

     

    (g)           to
comply with requirements of the SEC in order to effect or maintain the
qualification of this Indenture under the TIA.

     

    Section
9.2                                With
Consent of Holders.

     

    The
Company and the Trustee may enter into a supplemental indenture with the written
consent of the Holders of at least a majority in principal amount of the
outstanding Securities of each Series affected by such supplemental indenture
(including consents obtained in connection with a tender offer or exchange offer
for the Securities of such Series), for the purpose of adding any provisions to
or changing in any manner or eliminating any of the provisions of this Indenture
or of any supplemental indenture or of modifying in any manner the rights of the
Securityholders of each such Series. Except as provided in Section 6.13, the
Holders of at least a majority in principal amount of the outstanding Securities
of any Series by notice to the Trustee (including consents obtained in
connection with a tender offer or exchange offer for the Securities of such
Series) may waive compliance by the Company with any provision of this Indenture
or the Securities with respect to such Series.

     

    It shall
not be necessary for the consent of the Holders of Securities under this Section
9.2 to approve the particular form of any proposed supplemental indenture or
waiver, but it shall be sufficient if such consent approves the substance
thereof. After a supplemental indenture or waiver under this section becomes
effective, the Company shall mail to the Holders of Securities affected thereby
and, if any Bearer Securities affected thereby are outstanding, publish on one
occasion in an Authorized Newspaper, a notice briefly describing the
supplemental indenture or waiver. Any failure by the Company to mail or publish
such notice, or any defect therein, shall not, however, in any way impair or
affect the validity of any such supplemental indenture or waiver.

    
      
         

      

      
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    Section
9.3                                Limitations.

     

    Without
the consent of each Securityholder affected, an amendment or waiver may
not:

     

    (a)           reduce
the amount of Securities whose Holders must consent to an amendment, supplement
or waiver;

     

    (b)           reduce
the rate of or extend the time for payment of interest (including default
interest) on any Security;

     

    (c)           reduce
the principal or change the Stated Maturity of any Security or reduce the amount
of, or postpone the date fixed for, the payment of any sinking fund or analogous
obligation;

     

    (d)           reduce
the principal amount of Discount Securities payable upon acceleration of the
maturity thereof;

     

    (e)           waive
a Default or Event of Default in the payment of the principal of or interest, if
any, on any Security (except a rescission of acceleration of the Securities of
any Series by the Holders of at least a majority in principal amount of the
outstanding Securities of such Series and a waiver of the payment default that
resulted from such acceleration);

     

    (f)           make
the principal of or interest, if any, on any Security payable in any currency
other than that stated in the Security;

     

    (g)           make
any change in Sections 6.8, 6.13, or 9.3 (this sentence); or

     

    (h)           waive
a redemption payment with respect to any Security.

     

    Section
9.4                                Compliance
with Trust Indenture Act.

     

    Every
amendment to this Indenture or the Securities of one or more Series shall be set
forth in a supplemental indenture hereto that complies with the TIA as then in
effect.

     

    Section
9.5                                Revocation
and Effect of Consents.

     

    Until an
amendment is set forth in a supplemental indenture or a waiver becomes
effective, a consent to it by a Holder of a Security is a continuing consent by
the Holder and every subsequent Holder of a Security or portion of a Security
that evidences the same debt as the consenting Holder’s Security, even if
notation of the consent is not made on any Security. However, any such Holder or
subsequent Holder may revoke the consent as to his Security or portion of a
Security if the Trustee receives the notice of revocation before the date of the
supplemental indenture or the date the waiver becomes effective.

     

    
      
         

      

      
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    Any
amendment or waiver once effective shall bind every Securityholder of each
Series affected by such amendment or waiver unless it is of the type described
in any of clauses (a) through (h) of Section 9.3. In that case, the amendment or
waiver shall bind each Holder of a Security who has consented to it and every
subsequent Holder of a Security or portion of a Security that evidences the same
debt as the consenting Holder’s Security.

     

    Section
9.6                                Notation
on or Exchange of Securities.

     

    The
Trustee may place an appropriate notation about an amendment or waiver on any
Security of any Series thereafter authenticated. The Company in exchange for
Securities of that Series may issue and the Trustee shall authenticate upon
request new Securities of that Series that reflect the amendment or
waiver.

     

    Section
9.7                                Trustee
Protected.

     

    In
executing, or accepting the additional trusts created by, any supplemental
indenture permitted by this Article or the modifications thereby of the trusts
created by this Indenture, the Trustee shall be entitled to receive, and
(subject to Section 7.1) shall be fully protected in relying upon, an Opinion of
Counsel stating that the execution of such supplemental indenture is authorized
or permitted by this Indenture. The Trustee shall sign all supplemental
indentures, except that the Trustee need not sign any supplemental indenture
that adversely affects its rights.

     

    ARTICLE 10.

     

    MISCELLANEOUS

     

    Section
10.1                                Trust
Indenture Act Controls.

     

    If any
provision of this Indenture limits, qualifies or conflicts with another
provision which is required or deemed to be included in this Indenture by the
TIA, such required or deemed provision shall control.

     

    Section
10.2                                Notices.

     

    Any
notice or communication by the Company or the Trustee to the other, or by a
Holder to the Company or the Trustee, is duly given if in writing and delivered
in person or mailed by first-class mail:

     

    
      
        
          
            
              
                	 	if
      to the Company:
	 	 
	 
      	
                        Lexicon
      Pharmaceuticals, Inc.

                        8800
      Technology Forest Place

                        The
      Woodlands, Texas  77381

                        Attention:
      President and Chief Executive Officer

                        Telephone:
      (281) 863-3000

                        Facsimile:
      (281)
863-8095

                      


              

            

          

        

      

    

     

     

    
      
         

      

      
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                                                                  	 	 if
      to the Trustee: 	 	 
	 
      	 
      	 	 
      
	 	 	 	 
	 
      	 
      	 	 
      
	 
      	 
      	 	 
      
	 
      	
                                                                          Attention:

                                                                        	 	 
      
	 
      	
                                                                          Telephone:

                                                                        	 	 
      
	 
      	
                                                                          Facsimile:

                                                                        	 	 
      


                                                                

                                                              

                                                            

                                                          

                                                        

                                                      

                                                    

                                                  

                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

     

    The
Company or the Trustee by notice to the other may designate additional or
different addresses for subsequent notices or communications.

     

    Any
notice or communication to a Securityholder shall be mailed by first-class mail
to his address shown on the register kept by the Registrar and, if any Bearer
Securities are outstanding, published in an Authorized Newspaper. Failure to
mail a notice or communication to a Securityholder of any Series or any defect
in it shall not affect its sufficiency with respect to other Securityholders of
that or any other Series.

     

    If a
notice or communication is mailed or published in the manner provided above,
within the time prescribed, it is duly given, whether or not the Securityholder
receives it.

     

    If the
Company mails a notice or communication to Securityholders, it shall mail a copy
to the Trustee and each Agent at the same time.

     

    Section
10.3                                Communication
by Holders with Other Holders.

     

    Securityholders
of any Series may communicate pursuant to TIA Section 312(b) with other
Securityholders of that Series or any other Series with respect to their rights
under this Indenture or the Securities of that Series or all Series. The
Company, the Trustee, the Registrar and anyone else shall have the protection of
TIA Section 312(c).

     

    Section
10.4                                Certificate
and Opinion as to Conditions Precedent.

     

    Upon any
request or application by the Company to the Trustee to take any action under
this Indenture, the Company shall furnish to the Trustee:

     

    (a)           an
Officers’ Certificate stating that, in the opinion of the signers, all
conditions precedent, if any, provided for in this Indenture relating to the
proposed action have been complied with; and

     

    (b)           an
Opinion of Counsel stating that, in the opinion of such counsel, all such
conditions precedent have been complied with.

     

    Section
10.5                                Statements
Required in Certificate or Opinion.

     

    Each
certificate or opinion with respect to compliance with a condition or covenant
provided for in this Indenture (other than a certificate provided pursuant to
TIA Section 314(a)(4)) shall comply with the provisions of TIA Section 314(e)
and shall include:

     

    (a)           a
statement that the person making such certificate or opinion has read such
covenant or condition;

     

    
      
         

      

      
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    (b)           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;

     

    (c)           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

     

    (d)           a
statement as to whether or not, in the opinion of such person, such condition or
covenant has been complied with.

     

    Section
10.6                                Rules
by Trustee and Agents.

     

    The
Trustee may make reasonable rules for action by or a meeting of Securityholders
of one or more Series. Any Agent may make reasonable rules and set reasonable
requirements for its functions.

     

    Section
10.7                                Legal
Holidays.

     

    Unless
otherwise provided by Board Resolution, Officers’ Certificate or supplemental
indenture hereto for a particular Series, a “Legal Holiday” is any day that is
not a Business Day. If a payment date is a Legal Holiday at a place of payment,
payment may be made at that place on the next succeeding day that is not a Legal
Holiday, and no interest shall accrue for the intervening period.

     

    Section
10.8                                No
Recourse Against Others.

     

    A
director, officer, employee or stockholder, as such, of the Company shall not
have any liability for any obligations of the Company under the Securities or
the Indenture or for any claim based on, in respect of or by reason of such
obligations or their creation. Each Securityholder by accepting a Security
waives and releases all such liability. The waiver and release are part of the
consideration for the issue of the Securities.

     

    Section
10.9                                Counterparts.

     

    This
Indenture may be executed in any number of counterparts and by the parties
hereto in separate counterparts, each of which when so executed shall be deemed
to be an original and all of which taken together shall constitute one and the
same agreement.

     

    Section
10.10                                Governing
Laws.

     

    THIS
INDENTURE AND THE SECURITIES SHALL BE GOVERNED BY THE LAWS OF THE STATE OF NEW
YORK APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED IN SUCH STATE, WITHOUT
REGARD TO THE CONFLICT OF LAWS PROVISIONS THEREOF.

     

    Section
10.11                                No
Adverse Interpretation Of Other Agreements.

     

    This
Indenture may not be used to interpret another indenture, loan or debt agreement
of the Company or a Subsidiary of the Company. Any such indenture, loan or debt
agreement may not be used to interpret this Indenture.

     

    Section
10.12                                Successors.

     

    All
agreements of the Company in this Indenture and the Securities shall bind its
successor. All agreements of the Trustee in this Indenture shall bind its
successor.

     

    
      
         

      

      
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    Section
10.13                                Severability.

     

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

     

    Section
10.14                                Table
of Contents, Headings, Etc.

     

    The Table
of Contents, Cross-Reference Table, and headings of the Articles and Sections of
this Indenture have been inserted for convenience of reference only, are not to
be considered a part hereof, and shall in no way modify or restrict any of the
terms or provisions hereof.

     

    Section
10.15                                Securities
in a Foreign Currency or in ECU.

     

    Unless
otherwise specified in a Board Resolution, a supplemental indenture hereto or an
Officers’ Certificate delivered pursuant to Section 2.2 of this Indenture with
respect to a particular Series of Securities, whenever for purposes of this
Indenture any action may be taken by the Holders of a specified percentage in
aggregate principal amount of Securities of all Series or all Series affected by
a particular action at the time outstanding and, at such time, there are
outstanding Securities of any Series which are denominated in a coin or currency
other than Dollars (including ECUs), then the principal amount of Securities of
such Series which shall be deemed to be outstanding for the purpose of taking
such action shall be that amount of Dollars that could be obtained for such
amount at the Market Exchange Rate at such time. For purposes of this Section
10.15, “Market Exchange Rate” shall mean the noon Dollar buying rate in New York
City for cable transfers of that currency as published by the Federal Reserve
Bank of New York; provided, however, in the case of ECUs, Market Exchange Rate
shall mean the rate of exchange determined by the Commission of the European
Union (or any successor thereto) as published in the Official Journal of the
European Union (such publication or any successor publication, the “Journal”).
If such Market Exchange Rate is not available for any reason with respect to
such currency, the Trustee shall use, in its sole discretion and without
liability on its part, such quotation of the Federal Reserve Bank of New York
or, in the case of ECUs, the rate of exchange as published in the Journal, as of
the most recent available date, or quotations or, in the case of ECUs, rates of
exchange from one or more major banks in The City of New York or in the country
of issue of the currency in question or, in the case of ECUs, in Luxembourg or
such other quotations or, in the case of ECUs, rates of exchange as the Trustee,
upon consultation with the Company, shall deem appropriate. The provisions of
this paragraph shall apply in determining the equivalent principal amount in
respect of Securities of a Series denominated in currency other than Dollars in
connection with any action taken by Holders of Securities pursuant to the terms
of this Indenture.

     

    All
decisions and determinations of the Trustee regarding the Market Exchange Rate
or any alternative determination provided for in the preceding paragraph shall
be in its sole discretion and shall, in the absence of manifest error, to the
extent permitted by law, be conclusive for all purposes and irrevocably binding
upon the Company and all Holders.

     

    Section
10.16                                Judgment
Currency.

     

    The
Company agrees, to the fullest extent that it may effectively do so under
applicable law, that (a) if for the purpose of obtaining judgment in any court
it is necessary to convert the sum due in respect of the principal of or
interest or other amount on the Securities of any Series (the “Required
Currency”) into a currency in which a judgment will be rendered (the “Judgment
Currency”), the rate of exchange used shall be the rate at which in accordance
with normal banking procedures the Trustee could purchase in The City of New
York the Required Currency with the Judgment Currency on the day on which final
unappealable judgment is entered, unless such day is not a New York Banking Day,
then the rate of exchange used shall be the rate at which in accordance with
normal banking procedures the Trustee could purchase in The City of New York the
Required Currency with the Judgment Currency on the New York Banking Day
preceding the day on which final unappealable judgment is entered and (b) its
obligations under this Indenture to make payments in the Required Currency (i)
shall not be discharged or satisfied by any tender, any recovery pursuant to any
judgment (whether or not entered in accordance with subsection (a)), in any
currency other than the Required Currency, except to the extent that such tender
or recovery shall result in the actual receipt, by the payee, of the full amount
of the Required Currency expressed to be payable in respect of such payments,
(ii) shall be enforceable as an alternative or additional cause of action for
the purpose of recovering in the Required Currency the amount, if any, by which
such actual receipt shall fall short of the full amount of the Required Currency
so expressed to be payable, and (iii) shall not be affected by judgment being
obtained for any other sum due under this Indenture. For purposes of the
foregoing, “New York Banking Day” means any day except a Saturday, Sunday or a
legal holiday in The City of New York on which banking institutions are
authorized or required by law, regulation or executive order to
close.

    
      
         

      

      
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    ARTICLE 11.

     

    SINKING
FUNDS

     

    Section
11.1                                Applicability
Of Article.

     

    The
provisions of this Article shall be applicable to any sinking fund for the
retirement of the Securities of a Series, except as otherwise permitted or
required by any form of Security of such Series issued pursuant to this
Indenture.

     

    The
minimum amount of any sinking fund payment provided for by the terms of the
Securities of any Series is herein referred to as a “mandatory sinking fund
payment” and any other amount provided for by the terms of Securities of such
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 11.2. Each
sinking fund payment shall be applied to the redemption of Securities of any
Series as provided for by the terms of the Securities of such
Series.

     

    Section
11.2                                Satisfaction
of Sinking Fund Payments with Securities.

     

    The
Company may, in satisfaction of all or any part of any sinking fund payment with
respect to the Securities of any Series to be made pursuant to the terms of such
Securities (1) deliver outstanding Securities of such Series to which such
sinking fund payment is applicable (other than any of such Securities previously
called for mandatory sinking fund redemption) and (2) apply as credit Securities
of such Series to which such sinking fund payment is applicable and which have
been repurchased by the Company or redeemed either at the election of the
Company pursuant to the terms of such Series of Securities (except pursuant to
any mandatory sinking fund) or through the application of permitted optional
sinking fund payments or other optional redemptions pursuant to the terms of
such Securities, provided that such Securities have not been previously so
credited. Such Securities shall be received by the Trustee, together with an
Officers’ Certificate with respect thereto, not later than 15 days prior to the
date on which the Trustee begins the process of selecting Securities for
redemption, and shall be credited for such purpose by the Trustee at the 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.
If as a result of the delivery or credit of Securities in lieu of cash payments
pursuant to this Section 11.2, the principal amount of Securities of such Series
to be redeemed in order to exhaust the aforesaid cash payment shall be less than
$100,000, the Trustee need not call Securities of such Series for redemption,
except upon receipt of a Company Order that such action be taken, and such cash
payment shall be held by the Trustee or a Paying Agent and applied to the next
succeeding sinking fund payment, provided, however, that the Trustee or such
Paying Agent shall from time to time upon receipt of a Company Order pay over
and deliver to the Company any cash payment so being held by the Trustee or such
Paying Agent upon delivery by the Company to the Trustee of Securities of that
Series purchased by the Company having an unpaid principal amount equal to the
cash payment required to be released to the Company.

    
      
         

      

      
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    Section
11.3                                Redemption
of Securities for Sinking Fund.

     

    Not less
than 45 days (unless otherwise indicated in the Board Resolution, supplemental
indenture or Officers’ Certificate in respect of a particular Series of
Securities) 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 mandatory sinking fund payment for
that Series pursuant to the terms of that Series, the portion thereof, if any,
which is to be satisfied by payment of cash and the portion thereof, if any,
which is to be satisfied by delivering and crediting of Securities of that
Series pursuant to Section 11.2, and the optional amount, if any, to be added in
cash to the next ensuing mandatory sinking fund payment, and the Company shall
thereupon be obligated to pay the amount therein specified. Not less than 30
days (unless otherwise indicated in the Board Resolution, Officers’ Certificate
or supplemental indenture in respect of a particular Series of Securities)
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 3.2 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 3.3. Such notice having been duly given, the redemption of such
Securities shall be made upon the terms and in the manner stated in Sections
3.4, 3.5 and 3.6.

     

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

     

    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            	
                                    Attest:

                                  	
                                    LEXICON
      PHARMACEUTICALS, INC.

                                  
	 
      	
                                    By:

                                  	 
      
	 
      	
                                    Name:

                                  	 
      
	 
      	
                                    Its:

                                  	 
      


                          

                        

                      

                    

                  

                

              

            

          

        

      

    

    

       

      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              	
                                      Attest:

                                    	
                                      [TRUSTEE]

                                    
	 
      	
                                      By:

                                    	 
      
	 
      	
                                      Name:

                                    	 
      
	 
      	
                                      Its:

                                    	 
      


                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

       

      
        
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