Exhibit 4.1


 


THERAVANCE,
INC.


 


[        ]


 


Trustee


 


Indenture


 


Dated as of [   ],
2009


 





















 


THERAVANCE,
INC.


 


Reconciliation
and tie between Trust Indenture Act of 1939 and

Indenture, dated as of [         ], 2009


 


	
  Trust Indenture

  	
   

  	
  Indenture

  
	
  Act Section

  	
   

  	
  Sections

  
	
   

  	
   

  	
   

  
	
  § 310(a)(1)

  	
   

  	
  6.09

  
	
  (a)(2)

  	
   

  	
  6.09

  
	
  (a)(3)

  	
   

  	
  Not Applicable

  
	
  (a)(4)

  	
   

  	
  Not Applicable

  
	
  (a)(5)

  	
   

  	
  6.09

  
	
  (b)

  	
   

  	
  6.08

  
	
   

  	
   

  	
  6.10

  
	
   

  	
   

  	
   

  
	
  § 311(a)

  	
   

  	
  6.13(a)

  
	
  (b)

  	
   

  	
  6.13(b)

  
	
  (c)

  	
   

  	
  Not Applicable

  
	
   

  	
   

  	
   

  
	
  § 312(a)

  	
   

  	
  7.01

  
	
   

  	
   

  	
  7.02(a)

  
	
  (b)

  	
   

  	
  7.02(b)

  
	
  (c)

  	
   

  	
  7.02(c)

  
	
   

  	
   

  	
   

  
	
  § 313(a)

  	
   

  	
  7.03(a)

  
	
  (b)

  	
   

  	
  7.03(a)

  
	
  (c)

  	
   

  	
  7.03(a)

  
	
  (d)

  	
   

  	
  7.03(c)

  
	
   

  	
   

  	
   

  
	
  § 314(a)

  	
   

  	
  7.04, 10.04

  
	
  (b)

  	
   

  	
  Not Applicable

  
	
  (c)(1)

  	
   

  	
  1.02

  
	
  (c)(2)

  	
   

  	
  1.02

  
	
  (c)(3)

  	
   

  	
  Not Applicable

  
	
  (d)

  	
   

  	
  Not Applicable

  
	
  (e)

  	
   

  	
  1.02

  
	
   

  	
   

  	
   

  
	
  § 315(a)

  	
   

  	
  6.01(a)

  
	
  (b)

  	
   

  	
  6.02

  
	
  (c)

  	
   

  	
  6.01(b)

  
	
  (d)

  	
   

  	
  6.01(c)

  
	
  (d)(l)

  	
   

  	
  6.01(c)(1)

  
	
  (d)(2)

  	
   

  	
  6.01(c)(2)

  
	
  (d)(3)

  	
   

  	
  6.01(c)(3)

  
	
  (e)

  	
   

  	
  5.14

  
	
   

  	
   

  	
   

  
	
  § 316

  	
   

  	
   

  
	
  (a)(1)(A)

  	
   

  	
  5.02

  
	
   

  	
   

  	
  5.12

  
	
  (a)(1)(B)

  	
   

  	
  5.13

  
	
  (a)(2)

  	
   

  	
  Not Applicable

  
	
  (b)

  	
   

  	
  5.08

  
	
  (c)

  	
   

  	
  1.04(g)

  
	
   

  	
   

  	
   

  
	
  § 317(a)(l)

  	
   

  	
  5.03

  



 





















 


	
  (a)(2)

  	
   

  	
  5.04

  
	
  (b)

  	
   

  	
  10.03

  
	
   

  	
   

  	
   

  
	
  § 318(a)

  	
   

  	
  1.07

  



 


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


 





















 


TABLE OF
CONTENTS


 


	
   

  	
   

  	
   

  	
   

  	
  Page

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE ONE

  
	
   

  
	
  DEFINITIONS AND OTHER PROVISIONS OF GENERAL
  APPLICATION

  
	
   

  
	
  Section 1.01.

  	
   

  	
  Definitions

  	
   

  	
  1

  
	
  Section 1.02.

  	
   

  	
  Compliance
  Certificates and Opinions

  	
   

  	
  7

  
	
  Section 1.03.

  	
   

  	
  Form of
  Documents Delivered to Trustee

  	
   

  	
  7

  
	
  Section 1.04.

  	
   

  	
  Acts of
  Holders

  	
   

  	
  7

  
	
  Section 1.05.

  	
   

  	
  Notices, Etc
  to Trustee and Company

  	
   

  	
  9

  
	
  Section 1.06.

  	
   

  	
  Notice to
  Holders; Waiver

  	
   

  	
  9

  
	
  Section 1.07.

  	
   

  	
  Conflict With
  Trust Indenture Act

  	
   

  	
  9

  
	
  Section 1.08.

  	
   

  	
  Effect of
  Headings and Table of Contents

  	
   

  	
  9

  
	
  Section 1.09.

  	
   

  	
  Successors and
  Assigns

  	
   

  	
  10

  
	
  Section 1.10.

  	
   

  	
  Separability
  Clause

  	
   

  	
  10

  
	
  Section 1.11.

  	
   

  	
  Benefits of
  Indenture

  	
   

  	
  10

  
	
  Section 1.12.

  	
   

  	
  Governing Law

  	
   

  	
  10

  
	
  Section 1.13.

  	
   

  	
  Legal Holidays

  	
   

  	
  10

  
	
  Section 1.14.

  	
   

  	
  Rules by
  Trustee and Agents

  	
   

  	
  10

  
	
  Section 1.15.

  	
   

  	
  No Recourse
  Against Others

  	
   

  	
  10

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE TWO

  
	
   

  
	
  SECURITY FORMS

  
	
   

  
	
  Section 2.01.

  	
   

  	
  Forms
  Generally

  	
   

  	
  10

  
	
  Section 2.02.

  	
   

  	
  Form of
  Trustee’s Certificate of Authentication

  	
   

  	
  11

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE THREE

  
	
   

  
	
  THE SECURITIES

  
	
   

  
	
  Section 3.01.

  	
   

  	
  Amount
  Unlimited; Issuable in Series

  	
   

  	
  11

  
	
  Section 3.02.

  	
   

  	
  Denominations

  	
   

  	
  14

  
	
  Section 3.03.

  	
   

  	
  Execution,
  Authentication, Delivery and Dating

  	
   

  	
  14

  
	
  Section 3.04.

  	
   

  	
  Temporary
  Securities

  	
   

  	
  15

  
	
  Section 3.05.

  	
   

  	
  Registration,
  Registration of Transfer and Exchange

  	
   

  	
  16

  
	
  Section 3.06.

  	
   

  	
  Mutilated,
  Destroyed, Lost and Stolen Securities

  	
   

  	
  17

  
	
  Section 3.07.

  	
   

  	
  Payment of
  Interest; Interest Rights Preserved

  	
   

  	
  17

  
	
  Section 3.08.

  	
   

  	
  Persons Deemed
  Owners

  	
   

  	
  18

  
	
  Section 3.09.

  	
   

  	
  Cancellation

  	
   

  	
  19

  
	
  Section 3.10.

  	
   

  	
  Computation of
  Interest

  	
   

  	
  19

  
	
  Section 3.11.

  	
   

  	
  Global
  Securities; Exchanges; Registration and Registration of Transfer

  	
   

  	
  19

  
	
  Section 3.12.

  	
   

  	
  Extension of
  Interest Payment

  	
   

  	
  20

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE FOUR

  
	
   

  
	
  SATISFACTION AND DISCHARGE; DEFEASANCE

  
	
   

  
	
  Section 4.01.

  	
   

  	
  Satisfaction
  and Discharge of Indenture

  	
   

  	
  20

  
	
  Section 4.02.

  	
   

  	
  Defeasance and
  Discharge of Indenture

  	
   

  	
  21

  
	
  Section 4.03.

  	
   

  	
  Defeasance of
  Certain Obligations

  	
   

  	
  21

  



 


i





















 


	
  Section 4.04.

  	
   

  	
  Conditions to
  Defeasance

  	
   

  	
  22

  
	
  Section 4.05.

  	
   

  	
  Application of
  Trust Money

  	
   

  	
  23

  
	
  Section 4.06.

  	
   

  	
  Reinstatement

  	
   

  	
  23

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE FIVE

  
	
   

  
	
  REMEDIES

  
	
   

  
	
  Section 5.01.

  	
   

  	
  Events of
  Default

  	
   

  	
  23

  
	
  Section 5.02.

  	
   

  	
  Acceleration
  of Maturity; Rescission and Annulment

  	
   

  	
  24

  
	
  Section 5.03.

  	
   

  	
  Collection of
  Indebtedness and Suits for Enforcement by Trustee

  	
   

  	
  25

  
	
  Section 5.04.

  	
   

  	
  Trustee
  May File Proofs of Claim

  	
   

  	
  25

  
	
  Section 5.05.

  	
   

  	
  Trustee
  May Enforce Claims Without Possession of Securities or Coupons

  	
   

  	
  26

  
	
  Section 5.06.

  	
   

  	
  Application of
  Money Collected

  	
   

  	
  26

  
	
  Section 5.07.

  	
   

  	
  Limitation on
  Suits

  	
   

  	
  26

  
	
  Section 5.08.

  	
   

  	
  Unconditional
  Right of Holders to Receive Principal, Premium and Interest

  	
   

  	
  27

  
	
  Section 5.09.

  	
   

  	
  Restoration of
  Rights and Remedies

  	
   

  	
  27

  
	
  Section 5.10.

  	
   

  	
  Rights and
  Remedies Cumulative

  	
   

  	
  27

  
	
  Section 5.11.

  	
   

  	
  Delay or
  Omission Not Waiver

  	
   

  	
  27

  
	
  Section 5.12.

  	
   

  	
  Control by
  Holders

  	
   

  	
  27

  
	
  Section 5.13.

  	
   

  	
  Waiver of Past
  Defaults

  	
   

  	
  27

  
	
  Section 5.14.

  	
   

  	
  Undertaking
  for Costs

  	
   

  	
  28

  
	
  Section 5.15.

  	
   

  	
  Waiver of Stay
  or Extension Laws

  	
   

  	
  28

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE SIX

  
	
   

  
	
  THE TRUSTEE

  
	
   

  
	
  Section 6.01.

  	
   

  	
  Certain Duties
  and Responsibilities

  	
   

  	
  28

  
	
  Section 6.02.

  	
   

  	
  Notice of
  Defaults

  	
   

  	
  29

  
	
  Section 6.03.

  	
   

  	
  Certain Rights
  of Trustee

  	
   

  	
  29

  
	
  Section 6.04.

  	
   

  	
  Not
  Responsible for Recitals or Issuance of Securities

  	
   

  	
  30

  
	
  Section 6.05.

  	
   

  	
  May Hold
  Securities

  	
   

  	
  30

  
	
  Section 6.06.

  	
   

  	
  Money Held in
  Trust

  	
   

  	
  30

  
	
  Section 6.07.

  	
   

  	
  Compensation
  and Reimbursement

  	
   

  	
  30

  
	
  Section 6.08.

  	
   

  	
  Disqualification;
  Conflicting Interests

  	
   

  	
  31

  
	
  Section 6.09.

  	
   

  	
  Corporate
  Trustee Required; Eligibility

  	
   

  	
  31

  
	
  Section 6.10.

  	
   

  	
  Resignation
  and Removal; Appointment of Successor

  	
   

  	
  31

  
	
  Section 6.11.

  	
   

  	
  Acceptance of
  Appointment by Successor

  	
   

  	
  32

  
	
  Section 6.12.

  	
   

  	
  Merger,
  Conversion, Consolidation or Succession to Business

  	
   

  	
  33

  
	
  Section 6.13.

  	
   

  	
  Preferential
  Collection of Claims Against Company

  	
   

  	
  33

  
	
  Section 6.14.

  	
   

  	
  Appointment of
  Authenticating Agent

  	
   

  	
  33

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE SEVEN

  
	
   

  
	
  HOLDERS’ LISTS AND REPORTS BY TRUSTEE AND COMPANY

  
	
   

  
	
  Section 7.01.

  	
   

  	
  Company to
  Furnish Trustee Names and Addresses of Holders

  	
   

  	
  35

  
	
  Section 7.02.

  	
   

  	
  Preservation
  of Information; Communications to Holders

  	
   

  	
  35

  
	
  Section 7.03.

  	
   

  	
  Reports by
  Trustee

  	
   

  	
  36

  
	
  Section 7.04.

  	
   

  	
  Reports by
  Company

  	
   

  	
  36

  



 


ii





















 


	
  ARTICLE EIGHT

  
	
   

  
	
  CONSOLIDATION, MERGER, CONVEYANCE OR TRANSFER

  
	
   

  
	
  Section 8.01.

  	
   

  	
  Company
  May Consolidate, Etc. Only on Certain Terms

  	
   

  	
  37

  
	
  Section 8.02.

  	
   

  	
  Successor
  Substituted for the Company

  	
   

  	
  37

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE NINE

  
	
   

  
	
  SUPPLEMENTAL INDENTURES

  
	
   

  
	
  Section 9.01.

  	
   

  	
  Supplemental
  Indentures Without Consent of Holders

  	
   

  	
  37

  
	
  Section 9.02.

  	
   

  	
  Supplemental
  Indentures With Consent of Holders

  	
   

  	
  39

  
	
  Section 9.03.

  	
   

  	
  Execution of
  Supplemental Indentures

  	
   

  	
  40

  
	
  Section 9.04.

  	
   

  	
  Effect of
  Supplemental Indentures

  	
   

  	
  40

  
	
  Section 9.05.

  	
   

  	
  Conformity
  With Trust Indenture Act

  	
   

  	
  40

  
	
  Section 9.06.

  	
   

  	
  Reference in
  Securities to Supplemental Indentures

  	
   

  	
  40

  
	
  Section 9.07.

  	
   

  	
  Revocation and
  Effect of Consents

  	
   

  	
  40

  
	
  Section 9.08.

  	
   

  	
  Modification
  Without Supplemental Indenture

  	
   

  	
  41

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE TEN

  
	
   

  
	
  COVENANTS

  
	
   

  
	
  Section 10.01.

  	
   

  	
  Payment of
  Principal, Premium and Interest

  	
   

  	
  41

  
	
  Section 10.02.

  	
   

  	
  Maintenance of
  Office or Agency

  	
   

  	
  41

  
	
  Section 10.03.

  	
   

  	
  Money for
  Securities Payments to Be Held in Trust

  	
   

  	
  42

  
	
  Section 10.04.

  	
   

  	
  Statement as
  to Compliance

  	
   

  	
  43

  
	
  Section 10.05.

  	
   

  	
  Corporate
  Existence

  	
   

  	
  43

  
	
  Section 10.06.

  	
   

  	
  Waiver of
  Certain Covenants

  	
   

  	
  43

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE ELEVEN

  
	
   

  
	
  REDEMPTION OF SECURITIES

  
	
   

  
	
  Section 11.01.

  	
   

  	
  Applicability
  of Article

  	
   

  	
  44

  
	
  Section 11.02.

  	
   

  	
  Election to
  Redeem; Notice to Trustee

  	
   

  	
  44

  
	
  Section 11.03.

  	
   

  	
  Selection by
  Trustee of Securities to Be Redeemed

  	
   

  	
  44

  
	
  Section 11.04.

  	
   

  	
  Notice of
  Redemption

  	
   

  	
  44

  
	
  Section 11.05.

  	
   

  	
  Securities Payable
  on Redemption Date

  	
   

  	
  45

  
	
  Section 11.06.

  	
   

  	
  Securities
  Redeemed in Part

  	
   

  	
  46

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE TWELVE

  
	
   

  
	
  REPAYMENT OF SECURITIES AT OPTION OF HOLDERS

  
	
   

  
	
  Section 12.01.

  	
   

  	
  Applicability
  of Article

  	
   

  	
  46

  
	
  Section 12.02.

  	
   

  	
  Notice of
  Repayment Date

  	
   

  	
  46

  
	
  Section 12.03.

  	
   

  	
  Securities
  Payable on Repayment Date

  	
   

  	
  47

  
	
  Section 12.04.

  	
   

  	
  Securities
  Repaid in Part

  	
   

  	
  47

  



 


iii





















 


INDENTURE,
dated as of · , 2009, between
THERAVANCE, INC, a corporation duly organized and existing under the laws of
Delaware (herein called the “Company”), having its principal office at 901 Gateway
Boulevard, South San Francisco, CA 
94080, and [TRUSTEE] (herein called the “Trustee”).


 


RECITALS OF
THE COMPANY


 


The
Company has duly authorized the execution and delivery of this Indenture to
provide for the issuance from time to time of its unsecured debentures, notes
or other evidences of indebtedness (each herein called a “Security” or,
collectively, the “Securities”),
in an unlimited aggregate principal amount to be issued in one or more series
as in this Indenture provided.


 


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


 


NOW,
THEREFORE, THIS INDENTURE WITNESSETH:


 


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


 


ARTICLE ONE



DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION


 


Section 1.01.          Definitions.  For all purposes of this Indenture, except as
otherwise expressly provided or unless the context otherwise requires;


 


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


 


(2)           all other terms used
herein that are defined in the Trust Indenture Act, either directly or by
reference therein, have the meanings assigned to them therein;


 


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


 


(4)           the word “or” is not
exclusive; and


 


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


 


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


 


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


 


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


 


1





















 


“Authenticating Agent”
means any Person authorized by the Trustee to act on behalf of the Trustee to
authenticate Securities.


 


“Authorized Newspaper”
means a newspaper in an official language of the country of publication or in
the English language, customarily published on each Business Day, whether or
not published on Saturdays, Sundays or holidays, and of general circulation in
the place in connection with which the term is used or in the financial
community of each such place.  Whenever
successive publications are required to be made in Authorized Newspapers, the
successive publications may be made in the same or in different newspapers in
the same city meeting the foregoing requirements and in each case on any
Business Day.  If it shall be impossible
or impractical to make any publication of any notice required by this Indenture
in the manner herein provided, any publication or other notice in lieu thereof
that is made or given by the Trustee shall constitute a sufficient publication
of such notice.


 


“Authorized Officer”
means any person (whether designated by name or the persons for the time being
holding a designated office) appointed by or pursuant to a Board Resolution for
the purpose, or a particular purpose, of this Indenture, provided that written notice of such
appointment shall have been given to the Trustee.


 


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


 


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


 


“Business Day”, when
used with respect to any Place of Payment or any other particular location
specified in the Securities or this Indenture, means each Monday, Tuesday,
Wednesday, Thursday and Friday that is not a day on which banking institutions
in that Place of Payment, such other location or the city in which the
Corporate Trust Office of the Trustee is located, are authorized or obligated
by law or executive order to close, except as may be otherwise specified as
contemplated by Section 3.01(b).


 


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


 


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


 


“Company Request” or “Company Order” means
a written request or order signed in the name of the Company by an Authorized
Officer 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 and which at the date hereof
is located at [               ].


 


“corporation” means a
corporation, association, joint stock company, limited liability company or
business trust.


 


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


 


“Depositary” means,
with respect to the Securities of any series issuable or issued in the form of
a Global Security, the Person designated as Depositary by the Company in Section 3.01(b) until
a successor Depositary shall have become such pursuant to the applicable
provisions of this Indenture, and thereafter “Depositary” shall mean or include
each Person who is then a Depositary hereunder, and if at any time there is
more than one such Person, 


 


2





















 


“Depositary” as used with respect to the Securities of
any such series shall mean the Depositary with respect to the Securities of
that series.


 


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


 


“Eligible Obligations”
means:


 


(a)           with respect to
Securities denominated in Dollars, U.S. Government Obligations; or


 


(b)           with respect to
Securities denominated in a currency other than Dollars or in a composite
currency, such other obligations or instruments as shall be specified with
respect to such Securities, as contemplated by Section 3.01(b).


 


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


 


“Global Security”
means a Security, if any, issued to evidence all or a part of a series of
Securities in accordance with Section 3.01.


 


“Hedging Obligations”
means, with respect to any Person, the obligations of such Person under (i) interest
rate swap agreements, interest rate cap agreements and interest rate collar
agreements and (ii) other agreements or arrangements designed to protect
such Person against fluctuations in interest rates.


 


“Holder” means, with
respect to a Registered Security, a Person in whose name such Registered
Security is registered in the Security Register and, with respect to an
Unregistered Security or coupon appertaining thereto, the bearer thereof.


 


“Indenture” means this
instrument as originally executed and as it may from time to time be
supplemented or amended by one or more indentures supplemental hereto entered
into pursuant to the applicable provisions hereof and shall include the form
and terms of particular series of Securities established as contemplated by Section 3.01;
provided, however, that, if at any time
more than one Person is acting as Trustee under this instrument, “Indenture”
shall mean, with respect to any one or more series of Securities for which such
Person is Trustee, this instrument as originally executed or as it may from
time to time be supplemented or amended by one or more indentures supplemental
hereto entered into pursuant to the applicable provisions hereof, exclusive,
however, of any provisions or terms which relate solely to other series of
Securities for which such Person is not Trustee, regardless of when such terms
or provisions were adopted, and exclusive of any provisions or terms adopted by
means of one or more indentures supplemental hereto executed and delivered
after such Person had become such Trustee but to which such Person, as such
Trustee, was not a party.


 


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


 


“interest”, when used
with respect to an Original Issue Discount Security that by its terms bears
interest only after Maturity, means interest payable after Maturity.


 


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


 


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


 


“Officer’s Certificate”
means a certificate signed by two Authorized Officers and delivered to the
Trustee.


 


3





















 


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


 


“Original Issue Discount Security”
means any Security that provides for an amount less than the principal amount
thereof to be due and payable upon a declaration of acceleration of the
Maturity thereof pursuant to Section 5.02.


 


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


 


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


 


(b)           Securities or portions
thereof for whose payment or redemption money or Eligible Obligations (or any
combination of money and Eligible Obligations) in the necessary amount has been
theretofore deposited with the Trustee or any Paying Agent (other than the
Company or any other obligor on such Security) in trust or set aside and
segregated in trust by the Company or any other obligor on such Security (if
the Company or any other obligor on such Security acts as its own Paying Agent)
for the Holders of such Securities; provided,
however, that if such Securities, or portions thereof, are to be
redeemed prior to the Stated Maturity thereof, notice of such redemption has
been duly given pursuant to this Indenture or provision therefor satisfactory
to the Trustee has been made;


 


(c)           Securities, except to
the extent provided in Sections 4.02 and 4.03, as to which the Company has
effected defeasance and/or covenant defeasance, as provided in Article Four;


 


(d)           Securities that have
been paid pursuant to Section 3.06 or in exchange for or in lieu of which
other Securities have been authenticated and delivered pursuant to this
Indenture, other than any such Securities in respect of which there have been
presented to the Trustee proof satisfactory to it and the Company that such
Securities are held by a bona fide purchaser in whose hands such Securities are
valid obligations of the Company;


 


provided, however,
that in determining whether the Holders of the requisite principal amount of
the Outstanding Securities have given, made or taken any request, demand,
authorization, direction, notice, consent, waiver or other action hereunder,


 


(i)            Securities
owned by the Company or any other obligor upon the Securities or any Affiliate
of the Company or of such other obligor (unless the Company, such Affiliate or
such obligor owns (x) all Securities Outstanding under this Indenture or (y) except
for the purposes of actions to be taken by Holders of more than one series or
Tranche voting as a class, all Outstanding Securities of each such series and
each such Tranche, as the case may be, determined without regard to this
clause) shall be disregarded and deemed not to be Outstanding, except that, in
determining whether the Trustee shall be protected in relying upon any such
request, demand, authorization, direction, notice, consent or waiver, only
Securities that the Trustee knows to be so owned shall be so disregarded.  Securities so owned that have been pledged in
good faith may be regarded as Outstanding if the pledgee establishes to the
satisfaction of the Trustee the pledgee’s right so to act with respect to such
Securities and that the pledgee is not the Company or any other obligor upon
the Securities or any Affiliate of the Company or of such other obligor;


 


(ii)           in determining whether the Holders of the requisite principal amount of
Securities of any series or Tranche have concurred in any direction, waiver or
consent, the principal amount of Original Issue Discount Securities that shall
be deemed to be outstanding shall be the amount of the principal thereof that
would be due and payable as of the date of such determination upon acceleration
of the maturity thereof pursuant to Section 5.02;


 


(iii)          in the case of any Security the principal of that is payable from time
to time without presentment or surrender, the principal amount of such Security
that shall be deemed to be Outstanding at any time for all purposes of this
Indenture shall be the original principal amount thereof less the aggregate
amount of principal thereof theretofore paid; and


 


4


















 


(iv)          in the case of Securities
having been denominated in a currency other than Dollars and remaining
outstanding contemporaneously with Securities denominated in Dollars, the
principal amount of any Security that is denominated in a currency other than Dollars
or in a composite currency that shall be deemed to be Outstanding for such
purposes shall be determined as contemplated by Section 3.01(b).


 


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


 


“Periodic Offering”
means an offering of Securities of a series from time to time any or all of the
specific terms of which Securities, including without limitation the rate or rates
of interest, if any, thereon, the Stated Maturity or Maturities thereof and the
redemption provisions, if any, with respect thereto, are to be determined by
the Company or its agents from time to time subsequent to the initial request
for the authentication and delivery of such Securities by the Trustee, all as
contemplated in Sections 3.01 and 3.03.


 


“Person” means any
individual, corporation, partnership, joint venture, trust, unincorporated
organization or government or any agency or political subdivision thereof or
any syndicate or group that would be deemed to be a “person” under Section 13(d)(3) of
the Securities Exchange Act of 1934, as amended, or any other entity.


 


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


 


“Predecessor Security”
of any particular Security means every previous Security evidencing all or a
portion of the same debt as that evidenced by such particular Security, and,
for the purposes of this definition, any Security authenticated and delivered
under Section 3.06 in exchange for or in lieu of a mutilated, destroyed,
lost or stolen Security shall be deemed to evidence the same debt as the
mutilated, destroyed, lost or stolen Security.


 


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


 


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


 


“Registered Security”
means any Security issued hereunder and registered by the Security Registrar or
any recorded interest in a Global Security issued hereunder.


 


“Regular Record Date”
for the interest payable on any Interest Payment Date on the Securities of any
series means the date specified for that purpose as contemplated by Section 3.01(b).


 


“Repayment Date”, when
used with respect to any Security of any series to be repaid or repurchased,
means the date, if any, fixed for such repayment or for such repurchase
(whether at the option of the Holders or otherwise) pursuant to this Indenture.


 


“Repayment Price”,
when used with respect to any Security of any series to be repaid, means the
price, if any, at which it is to be repaid pursuant to Section 3.01(b).


 


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


 


“Security” or “Securities” has the
meaning stated in the first recital of this Indenture and, more particularly,
means any Security or Securities authenticated and delivered under this
Indenture; provided, however, 


 


5

















 


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


 


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


 


“series” or “series of Securities”
means a series of Securities issued under this Indenture as determined by Board
Resolution or as otherwise determined under this Indenture.


 


“Special Record Date”
for the payment of any Defaulted Interest means a date fixed by the Trustee
pursuant to Section 3.07.


 


“Stated Maturity”,
when used with respect to any Security or any installment of principal thereof
or interest thereon, means the date specified in such Security 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
Person means (a) any corporation, association or other business entity of
which more than 50% of the outstanding total voting power ordinarily entitled
(without regard to the occurrence of any contingency) to vote in the election
of directors, managers, trustees or other voting members of the governing body
thereof is at the time owned or controlled, directly or indirectly, by the
Company or by one or more other Subsidiaries, or by the Company and one or more
other Subsidiaries or (b) any partnership the sole general partner or the
managing general partner of which is the Company or a Subsidiary of the Company
or the only general partners of which are the Company or of one or more
Subsidiaries of the Company (or any combination thereof).


 


“Tranche” means a
group of Securities which (a) are of the same series and (b) have
identical terms to other Tranches of such series except as to principal amount,
date of issuance or first interest payment date, each of which may vary among
Tranches of any one series.


 


“Trustee” means the
Person named as the “Trustee” in the first paragraph of this instrument until a
successor Trustee shall have been appointed with respect to one or more series
of Securities pursuant to the applicable provisions of this Indenture, and
thereafter “Trustee” shall mean or include 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.


 


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


 


“U.S. Government Obligations”
means (x) any security that is (i) a direct obligation of the United
States of America for the payment of which the full faith and credit of the
United States of America are pledged or (ii) an obligation 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 (y) any
depositary receipt issued by a bank (as defined in Section 3(a)(2) of
the Securities Act of 1933) as custodian with respect to any U.S. Government
Obligation that is specified in clause (x) above and held by such bank for
the account of the holder of such depositary receipt, or with respect to any
specific payment of principal of or interest on any U.S. Government Obligation
which is so specified and held, 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 depositary receipt from any amount received by the custodian
in respect of the U.S. Government Obligation or the specific payment of
principal of or interest on the U.S. Government Obligation evidenced by such
depositary receipt.


 


“Unregistered Security”
means any Security issued hereunder that is not a Registered Security.


 


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


 


6

















 


Section 1.02.          Compliance Certificates and
Opinions.  (a)   Except
as otherwise expressly provided in this Indenture, upon any application or
request by the Company to the Trustee to take any action under any provision of
this Indenture, the Company shall, if requested by the Trustee, furnish to the
Trustee an Officer’s Certificate stating that all conditions precedent, if any,
provided for in this Indenture relating to the proposed action have been
complied with and an Opinion of Counsel stating that in the opinion of such
counsel all such conditions precedent, if any, have been complied with, except
that in the case of any such application or request as to which the furnishing
of such documents is specifically required by any provision of this Indenture
relating to such particular application or request, no additional certificate
or opinion need be furnished.


 


(b)           Every certificate or opinion with respect to
compliance with a condition or covenant provided for in this Indenture (except
for certificates provided for in Section 10.04) shall include:


 


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


 


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


 


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


 


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


 


Section 1.03.          Form of Documents Delivered
to Trustee.  (a)  In any case where several
matters are required to be certified by, or covered by an opinion of, any
specified Person, it is not necessary that all such matters be certified by, or
covered by the opinion of, only one such Person, or that they be so certified
or covered by only one document, but one such Person may certify or give an
opinion with respect to some matters and one or more other such Persons as to
other matters, and any such Person may certify or give an opinion as to such
matters in one or several documents.


 


(b)           Any certificate, statement or opinion of an officer of
the Company may be based, insofar as it relates to legal matters, upon a
certificate or an Opinion of Counsel, or representations by counsel.  Any such certificate, statement or Opinion of
Counsel may be based, insofar as it relates to factual matters, upon a
certificate, statement or opinion of, or representations by, an officer or
officers of the Company stating that the information with respect to such
factual matters is in the possession of the Company.  Any certificate, statement or opinion of an
officer of the Company or of counsel may be based, insofar as it relates to
accounting matters, upon a certificate, statement or opinion of, or
representations by, an accountant or firm of accountants in the employ of the
Company.  Any certificate, statement or
opinion of, or representations by, any independent firm of public accountants
filed with the Trustee shall contain a statement that such firm is independent.


 


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


 


Section 1.04.          Acts of Holders.  (a)  Any request, demand, authorization,
direction, notice, consent, waiver or other action provided or permitted by
this Indenture to be made, given or taken by Holders may be embodied in and
evidenced by one or more instruments of substantially similar tenor signed by
such Holders in person or by an agent duly appointed in writing; and, except as
herein otherwise expressly provided, such action shall become effective when
such instrument or instruments are delivered to the Trustee and, where it is
hereby expressly required, to the Company. 
Such instrument or instruments (and the action embodied therein and
evidenced thereby) are herein sometimes referred to as the “Act” of the Holders
signing such instrument or instruments. 
Proof of execution of any such instrument or of a writing appointing any
such agent, or of the holding 


 


7

















 


by any Person of Unregistered Securities, shall be
sufficient for any purpose of this Indenture and (subject to Section 6.01)
conclusive in favor of the Trustee and the Company, if made in the manner provided
in this Section.


 


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


 


(c)           The amount of Unregistered Securities held by any
Person executing any such instrument or writings as the Holder thereof, and the
numbers of such Unregistered Securities, and the date of his holding the same,
may be proved by the production of such Unregistered Securities or by a
certificate executed, as depositary, by any trust company, bank, banker or
member of a national securities exchange (wherever situated), if such
certificate is in form satisfactory to the Trustee, showing that at the date
therein mentioned such Person had on deposit with such depositary, or exhibited
to it, the Unregistered Securities therein described; or such facts may be
proved by the certificate or affidavit of the Person executing such instrument
or writing as the Holder thereof, if such certificate or affidavit is in form
satisfactory to the Trustee.  The Trustee
and the Company may assume that such ownership of any Unregistered Securities
continues until (1) another certificate bearing a later date issued in
respect of the same Unregistered Securities is produced or (2) such
Unregistered Securities are produced by some other Person or (3) such
Unregistered Securities are registered as to principal or are surrendered in
exchange for Registered Securities, or (4) such Unregistered Securities
are no longer Outstanding.


 


(d)           The fact and date of execution of any such instrument
or writing and the amount and number of Unregistered Securities held by the
Person so executing such instrument or writing may also be proved in any other
manner that the Trustee deems sufficient; and the Trustee may in any instance
require further proof with respect to any of the matters referred to in this
Section.


 


(e)           The principal amount (except as otherwise contemplated
in clause (ii) of the proviso to the definition of “Outstanding”) and
serial numbers of Securities held by any Person, and the date of holding the
same, shall be proved by the Security Register.


 


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


 


(g)           The Company may set a record date for purposes of
determining the identity of Holders of any Outstanding Securities of any series
entitled to vote or consent to any action by vote or consent authorized or
permitted by Section 5.12 or 5.13. 
Such record date shall be not less than 10 nor more than 60 days prior to
the first solicitation of such consent or the date of the most recent list of
Holders of such Securities furnished to the Trustee pursuant to Section 7.01
prior to such solicitation.


 


(h)           If the Company solicits from Holders any request,
demand, authorization, direction, notice, consent, election, waiver or other
Act, the Company may, at its option, fix in advance a record date for the
determination of Holders entitled to give such request, demand, authorization,
direction, notice, consent, election, waiver or other Act, but the Company
shall have no obligation to do so. If such a record date is fixed, such
request, demand, authorization, direction, notice, consent, election, waiver or
other Act may be given before or after such record date, but only the Holders
of record at the close of business on the record date shall be deemed to be
Holders for the purposes of determining whether Holders of the requisite
proportion of the Outstanding Securities have authorized or agreed or consented
to such request, demand, authorization, direction, notice, consent, election,
waiver or other Act, and for that purpose the Outstanding Securities shall be
computed as of the record date.


 


8

















 


Section 1.05.          Notices, Etc. to Trustee and
Company.  Except as otherwise provided herein, any request,
demand, authorization, direction, notice, consent, election, waiver or Act of
Holders or other document provided or permitted by this Indenture to be made
upon, given or furnished to, or filed with,


 


(a)           the Trustee by any Holder or by the Company shall be
sufficient for every purpose hereunder if made, given, furnished or filed in
writing to or with the Trustee at its Corporate Trust Office, Attention: [   ], or


 


(b)           the Company by the Trustee or by any Holder shall be
sufficient for every purpose hereunder (unless otherwise herein expressly
provided) if in writing and mailed, first-class postage prepaid or overnight
delivery service, to the Company addressed to it at the address of its principal
office specified in the first paragraph of this Indenture, to the attention of
the General Counsel, or at any other address furnished in writing to the
Trustee by the Company prior to such mailing.


 


Section 1.06.          Notice to Holders; Waiver.  (a)  Except as otherwise expressly provided
herein or otherwise specified with respect to any series of Securities pursuant
to Section 3.01, where this Indenture provides for notice of any event or
reports to Holders, such notice or report shall be sufficiently given if in
writing and mailed, first-class postage prepaid, to each Holder of Registered
Securities affected by such event, at the address of such Holder as it appears
in the Security Register and to addresses filed with the Trustee or preserved
on the Trustee’s list pursuant to Section 7.02(a) for other Holders
(and to such other addressees as may be required in the case of such notice or
report under Section 313(c) of the Trust Indenture Act), not later
than the latest date, and not earlier than the earliest date, prescribed for
the giving of such notice or report.


 


(b)           In any case where notice to Holders is given by mail,
neither the failure to mail such notice, nor any defect in any notice so
mailed, to any particular Holder shall affect the sufficiency of such notice
with respect to other Holders.


 


(c)           Notice shall be sufficiently given to Holders of
Unregistered Securities if published in an Authorized Newspaper in each of The
City of New York and, if such Securities are listed on any securities exchange
outside of the United States, in the city in which such securities exchange is
located, or in such other city or cities as may be specified in the Securities,
at least twice, the first publication to be not earlier than the earliest date,
if any, and not later than the last date, if any, prescribed for the giving of
such notice.  Any such notice shall be
deemed to have been given on the date of such publication, or if published more
than once, on the date of the first such publication.


 


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


 


(e)           In case by reason of the suspension of regular mail
service or by reason of any other cause it is impracticable to give such notice
by mail, then such notification as shall be made at the direction of the
Company and with the approval of the Trustee shall constitute a sufficient
notification for every purpose hereunder.


 


(f)            If it is impractical in the opinion of the Trustee or
the Company 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 with the approval of the Trustee shall constitute a sufficient
publication of such notice.


 


Section 1.07.          Conflict With Trust Indenture
Act.  If any provision hereof limits, qualifies or conflicts
with a provision of the Trust Indenture Act that is required under the Trust
Indenture Act to be a part of and govern this Indenture, the latter provision
shall control. If any provision of this Indenture modifies or excludes any
provision of the Trust Indenture Act that may be so modified or excluded, the
latter provision shall be deemed to apply to this Indenture as so modified or
to be excluded, as the case may be.


 


Section 1.08.          Effect of Headings and Table of
Contents.  The Article and Section headings
herein and the Table of Contents are for convenience only and shall not affect
the construction hereof.


 


9

















 


Section 1.09.          Successors and Assigns.  All covenants and agreements in this Indenture by the
Company shall bind its successors and assigns, whether so expressed or not.


 


Section 1.10.          Separability Clause.  In case any provision in this Indenture or in the
Securities is invalid, illegal or unenforceable, the validity, legality and
enforceability of the remaining provisions shall not in any way be affected or
impaired thereby.


 


Section 1.11.          Benefits of Indenture.  Nothing in this Indenture or in the Securities,
express or implied, shall give to any Person, other than the parties hereto
(including any Paying Agent appointed pursuant to Section 10.02 and
Authenticating Agent appointed pursuant to Section 6.14 to the extent
provided herein) and their successors hereunder and the Holders, any benefit or
any legal or equitable right, remedy or claim under this Indenture.


 


Section 1.12.          Governing Law.  This Indenture and the Securities shall be governed by
and construed in accordance with the laws of the State of New York in the
United States.


 


Section 1.13.          Legal Holidays.  In any case where any Interest Payment Date,
Redemption Date, Repayment Date or Stated Maturity of any Security is not a
Business Day at any Place of Payment or the city in which the Corporate Trust
Office of the Trustee is located, then (notwithstanding any other provision of
this Indenture or of the Securities, other than a provision in Securities of
any series, or in the Board Resolution, any indenture supplemental hereto or Officer’s
Certificate that establishes the terms of such Securities, that specifically
states that such provision shall apply in lieu of this Section) payment of
interest or principal (and premium, if any) need not be made at such Place of
Payment on such date, but may be made on the next succeeding Business Day at
such Place of Payment with the same force and effect as if made on the Interest
Payment Date or Redemption Date, Repayment Date, or at the Stated Maturity, and
such extension of time shall in such case be (1) excluded in the
computation of interest, if any, accruing on such Security at a fixed rate and (2) included
in the computation of interest, if any, accruing on such Security at a floating
rate; provided, however,
that if such extension would cause payment of interest at a floating rate to be
made in the next following calendar month, such payment shall be made on the
next preceding Business Day.


 


Section 1.14.          Rules by Trustee and
Agents.  The Trustee may make reasonable rules for action
by or at a meeting of Holders of one or more series.  The Paying Agent or Security Registrar may
make reasonable rules and set reasonable requirements for its functions.


 


Section 1.15.          No Recourse Against Others.  No past, present or future director, officer, stockholder
or employee, as such, of the Company or any of its Affiliates or any successor
corporation shall have any liability for any obligation, covenant or agreement
of the Company under this Indenture or any indenture supplemental hereto, or in
the Securities or any coupon appertaining thereto, or for any claim based on,
in respect of or by reason of such obligations, covenants or agreements or
their creation.  Each Holder by accepting
a Security waives and releases all such liability.  The waiver and release are part of the
consideration for the execution and delivery of this Indenture and the issue of
the Securities.


 


ARTICLE TWO



SECURITY FORMS


 


Section 2.01.          Forms Generally.  (a) The Securities of each series and related
coupons, if any, shall be in substantially such form as shall be established by
or pursuant to a Board Resolution, and set forth in an Officer’s Certificate,
or established in one or more indentures supplemental hereto, in each case with
such appropriate insertions, omissions, substitutions and other variations as
are required or permitted by this Indenture and may have such letters, numbers
or other marks of identification and such legends or endorsements placed
thereon as may be required to comply with law or with any rules or regulations
pursuant thereto, or with any rules of any securities exchange or to
conform with general usage, all as may, consistently herewith, be determined by
the officers executing such Securities, as evidenced by their execution of the
Securities.  When the form of Securities
of any series is established by action taken pursuant to a Board Resolution, a
copy of an appropriate record of such action 


 


10

















 


shall be delivered to the Trustee at or prior to the
delivery of the Company Order contemplated by Section 3.03 for the
authentication and delivery of such Securities.


 


(b)           The definitive Securities shall be
produced in such manner or combination of manners, all as determined by the
officers executing such Securities, as evidenced by their execution of such
Securities.


 


Section 2.02.          Form of Trustee’s
Certificate of Authentication.  The Trustee’s certificate of
authentication shall be in substantially the following form:


 


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


 


	
   

  	
  [            ]

  
	
   

  	
  as Trustee

  
	
   

  	
   

  	
   

  
	
   

  	
  By

  	
   

  
	
   

  	
   

  	
  Authorized Officer

  



 


ARTICLE THREE



THE SECURITIES


 


Section 3.01.          Amount Unlimited; Issuable in
Series.  (a)  The aggregate principal amount of Securities
that may be authenticated and delivered under this Indenture is unlimited.


 


(b)           The Securities may be issued in one or more
series.  There shall be established in or
pursuant to a Board Resolution, and set forth in an Officer’s Certificate, or
established in one or more indentures supplemental hereto, prior to the
issuance of Securities of any series, any or all of the following, as
applicable:


 


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


 


(2)           the aggregate principal
amount of the Securities and any limit upon the aggregate principal amount of
the Securities of the series that may be authenticated and delivered under this
Indenture (except for Securities authenticated and delivered upon registration
of transfer of, or in exchange for, or in lieu of, other Securities of the
series pursuant to Section 3.04, 3.05, 3.06, 9.06, 11.06 or 12.04 and
except for any Securities that, pursuant to Section 3.03, are deemed never
to have been authenticated and delivered hereunder);


 


(3)           the date or dates on which
the principal and premium, if any, of the Securities of such series, or any
Tranche thereof, is payable or any formula or other method or other means by
which such date or dates shall be determined, by reference to an index or other
fact or event ascertainable outside of this Indenture or otherwise (without
regard to any provisions for redemption, prepayment, acceleration, purchase or
extension);


 


(4)           the rate or rates at which
the Securities of such series, or any Tranche thereof, shall bear interest, if
any (including the rate or rates at which overdue principal shall bear
interest, if different from the rate or rates at which such Securities shall
bear interest prior to Maturity, and, if applicable, the rate or rates at which
overdue premium or interest shall bear interest, if any), or any formula or
other method or other means by which such rate or rates shall be determined, by
reference to an index or other fact or event ascertainable outside of this
Indenture or otherwise; the date or dates from which such interest shall
accrue; the Interest Payment Dates on which such interest shall be payable and
the Regular Record Date, if any, for the interest payable on such Securities on
any Interest Payment Date; the right of the Company, if any, to extend the
interest payment periods and the duration of any such extension as contemplated
by Section 3.12; and the basis of computation of interest, if other than
as provided in Section 3.10;


 


11

















 


(5)           the place or places where
the principal of and premium, if any, and interest, if any, on Securities of
the series, or any Tranche thereof, shall be payable, any Registered Securities
of the series, or any Tranche thereof, may be surrendered for registration of
transfer, Securities of the series, or any Tranche thereof, may be surrendered
for exchange, and where notices and demands to or upon the Company in respect
of the Securities of the series, or any Tranche thereof, and this Indenture may
be served and notices to Holders pursuant to Section 1.06 will be
published; the Security Registrar and any Paying Agent or Agents for such
series or Tranche; and if such is the case, that the principal of such
Securities shall be payable without presentment or surrender thereof;


 


(6)           if applicable, the period
or periods within which, the price or prices at which and the terms and
conditions upon which Securities of the series, or any Tranche thereof, may be redeemed,
in whole or in part, at the option of the Company and, if other than by a Board
Resolution, the manner in which any election by the Company to redeem the
Securities shall be evidenced;


 


(7)           the obligation, if any, of
the Company to redeem or purchase Securities of the series, or any Tranche
thereof, pursuant to any sinking fund or analogous provisions or at the option
of the 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, or any Tranche thereof, shall be redeemed or purchased, in whole or in
part, pursuant to such obligation;


 


(8)           the terms, if any, on which
the Securities of such series will be subordinate in right and priority of
payment to other debt of the Company;


 


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


 


(10)         if other than the principal
amount thereof, the portion of the principal amount of Securities of the series
that shall be payable upon declaration of acceleration of the Maturity thereof
pursuant to Section 5.02 or how this portion will be determined;


 


(11)         whether Securities of the
series are to be issuable in whole or in part as Registered Securities,
Unregistered Securities, or both, whether Securities of the series are to be
issuable with or without coupons, whether any Securities of the series are to
be issuable in whole or in part in the form of a Global Security or Securities
and, such case, the Depositary for such Global Security or Securities;


 


(12)         if other than the currency
of the United States of America, the currency or currencies, including
composite currencies, in which the principal of or any premium or interest on
the Securities of the series shall be payable and the manner of determining the
equivalent of any such amount in Dollars is to be determined for any purpose,
including for the purpose of determining the principal amount of such
Securities deemed to be Outstanding at any time;


 


(13)         if the principal of or any
premium or interest on the Securities of such series is to be payable, or is to
be payable at the election of the Company or a Holder thereof, in securities or
other property, the type and amount of such securities or other property, or
the manner of determining such amount shall be determined, and the period or
periods within which, and the terms and conditions upon which, any such
election may be made;


 


(14)         the Person to whom any
interest on any Registered Security of the series shall be payable, if other
than the Person in whose name that Security is registered at the close of
business on the Regular Record Date for such interest, and the manner in which,
or the Person to whom, any interest on any Unregistered Security of the series
shall be payable, if otherwise than upon presentation and surrender of the
coupons appertaining thereto as they severally mature, and the extent to which,
or the manner in which, any interest payable on a temporary or permanent Global
Security on an interest payment date will be paid;


 


12

















 


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


 


(16)         any addition to or change
in the Events of Default, with respect to the Securities of such series, and
any addition to or change in the covenants of the Company for the benefit of
the Holders of the Securities of such series in addition to those set forth in Article Ten;


 


(17)         the terms and conditions,
if any, pursuant to which the Securities of such series may be converted into
or exchanged for securities or other property of the Company or any other
Person;


 


(18)         the terms and conditions,
if any, pursuant to which the Company’s obligations under this Indenture may be
terminated through the deposit of money or Eligible Instruments as provided in Article Four;


 


(19)         any exceptions to Section 1.13,
or variation in the definition of Business Day, with respect to the Securities
of such series;


 


(20)         any collateral security, assurance
or guaranty for the Securities of such series;


 


(21)         the non-applicability of Section 6.08
to the Securities of such series or any exceptions or modifications of Section 6.08
with respect to the Securities of such series;


 


(22)         any rights or duties of
another Person to assume the obligations of the Company with respect to the
Securities of such series (whether as joint obligor, primary obligor, secondary
obligor or substitute obligor) and any rights or duties to discharge and
release any obligor with respect to the Securities of such series or this
Indenture to the extent related to such series; and


 


(23)         any other terms, conditions
and rights of the series (which terms, conditions and rights shall not be
inconsistent with the provisions of this Indenture, except as permitted by Section 9.01(a)(5)).


 


(c)           All Securities of any one series (other than
Securities offered in a Periodic Offering) and the coupons appertaining to any
Unregistered Securities of such series shall be substantially identical except
in the case of Registered Securities as to denomination and except as may
otherwise be provided in or pursuant to such Board Resolution and set forth in
such Officer’s Certificate or in any such indenture supplemental hereto and as
reasonably acceptable to the Trustee. 
Securities of different series may differ in any respect.  Not all Securities of any one series need be
issued at the same time and unless otherwise provided, a series may be reopened
without the consent of the Holders for issuances of additional Securities of
such series.


 


(d)           If the terms and form or forms of any series of
Securities are established by or pursuant to a Board Resolution, the Company
shall deliver a copy of such Board Resolution to the Trustee at or prior to the
issuance of such series with (1) the form or forms of Security that have
been approved attached thereto, or (2) if such Board Resolution authorizes
a specific officer or officers to approve the terms and form or forms of the
Securities, a certificate of such officer or officers approving the terms and
form or forms of Security with such form or forms of Securities attached
thereto.  Such Board Resolution or
certificate may provide general terms or parameters for Securities of any
series and may provide that the specific terms of particular Securities of a
series may be determined in accordance with or pursuant to the Company Order
referred to in Section 3.03.


 


(e)           With respect to Securities of a series subject to a
Periodic Offering, the indenture supplemental hereto or the Board Resolution
that establishes such series, or the Officer’s Certificate pursuant to such
supplemental indenture or Board Resolution, as the case may be, may provide
general terms or parameters for Securities of such series and provide either that
the specific terms of Securities of such series shall be specified in a Company
Order or that such terms shall be determined by the Company or its agents in
accordance with procedures specified in a Company Order as contemplated by Section 3.03(c).


 


(f)            Unless otherwise specified with respect to a series of
Securities pursuant to paragraph (2) of Section 3.01(b), such series
of Securities may be issued in one or more Tranches with various principal
amounts 


 


13

















 


without the
consent of any Holders and additional Tranches of such series may be
authenticated and delivered pursuant to Section 3.03.


 


Section 3.02.          Denominations.  The Securities of each series shall be issuable in
registered or unregistered form with or without coupons in such denominations
as shall be specified as contemplated by Section 3.01(b).  In the absence of any such provisions with
respect to the Securities of any series, the Registered Securities of such
series shall be issuable in denominations of $1,000 and any integral multiple
thereof and the Unregistered Securities of such series shall be issuable in
denominations of $5,000 and any integral multiple thereof.


 


Section 3.03.          Execution, Authentication,
Delivery and Dating.  (a)  The Securities shall be signed
on behalf of the Company by its chairman of its Board of Directors, its Chief
Executive Officer, its President, any Vice President, its Treasurer, or any
Assistant Treasurer, under its corporate seal and attested by its Secretary or any
Assistant Secretary.  The signature of
any of these officers on the Securities may be manual or facsimile. The seal of
the Company may be in the form of a facsimile thereof and may be impressed,
affixed, imprinted or otherwise reproduced on the Securities. Typographical and
other minor errors or defects in any such reproduction of the seal or any such
signature shall not affect the validity or enforceability of any Security that
has been duly authenticated and delivered by the Trustee. The coupons, if any,
of Unregistered Securities shall bear the manual or facsimile signature of any
one of the officers referred to in the first sentence of this Section 3.03(a).


 


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


 


(c)           At any time and from time to time after the execution
and delivery of this Indenture, the Company may deliver Securities of any
series (or any Tranche thereof) executed by the Company to the Trustee for
authentication, together with a Company Order for the authentication and
delivery of such Securities (or such Tranche), and the Trustee in accordance
with the Company Order shall authenticate and deliver such Securities (or such
Tranche); provided, however, that
with respect to Securities of a series subject to a Periodic Offering, (i) such
Company Order may be delivered by the Company to the Trustee prior to the
delivery to the Trustee of such Securities for authentication and delivery, (ii) the
Trustee shall authenticate and deliver Securities of such series for original
issue from time to time, in an aggregate principal amount not exceeding the
aggregate principal amount established for such series, all pursuant to a
Company Order or pursuant to such procedures acceptable to the Trustee as may
be specified from time to time by a Company Order, (iii) the maturity date
or dates, original issue date or dates, interest rate or rates and any other
terms of Securities of such series shall be determined by Company Order or
pursuant to such procedures and (iv) if provided for in such procedures,
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.


 


(d)           In authenticating such Securities and accepting the
additional responsibilities under this Indenture in relation to such
Securities, the Trustee shall be entitled to receive, and (subject to Section 6.01)
shall be fully protected in relying upon, an Opinion of Counsel stating:


 


(i)            that such form of Securities has been
established in conformity with the provisions of this Indenture;


 


(ii)           that the terms of such Securities have
been established in conformity with the provisions of this Indenture; and


 


(iii)          that such Securities, when authenticated
and delivered by the Trustee and issued by the Company in the manner and
subject to any conditions specified in such Opinion of Counsel, will constitute
valid and legally binding obligations of the Company, enforceable in accordance
with their terms, subject to bankruptcy, insolvency, fraudulent transfer,
reorganization, moratorium and similar laws of general applicability relating
to or affecting creditors’ rights generally and to general principles of
equity.


 


14














 


(e)           Notwithstanding the provisions of Section 3.01
and of the preceding paragraphs of Sections 3.03(c) and 3.03(d) in
connection with a Periodic Offering, if all Securities of a series are not to
be originally issued at one time, it shall not be necessary to deliver an
Officer’s Certificate or execute a supplemental indenture otherwise required
pursuant to Section 3.01(b) or the Company Order and Opinion of
Counsel otherwise required pursuant to such preceding paragraphs at or prior to
the time of authentication of each Security of such series if such documents
are delivered at or prior to the authentication upon original issuance of the
first Security of such series to be issued.


 


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


 


(g)           Each Registered Security shall be dated the date of
its authentication and each Unregistered Security shall be dated the date of
its original issuance.


 


(h)           No Security shall be entitled to any benefit under
this Indenture or be valid or obligatory for any purpose unless there appears
on such Security a certificate of authentication substantially in the form
provided for herein executed by the Trustee by manual or facsimile signature
and no coupon shall be valid until the Security to which it appertains has been
so authenticated, and such certificate upon any Security shall be conclusive
evidence, and the only evidence, that such Security has been duly authenticated
and delivered hereunder and is entitled to the benefits of this Indenture.


 


(i)            Notwithstanding the foregoing, until the Company has
delivered an Officer’s Certificate to the Trustee and the Security Registrar
stating that, as a result of the action described, the Company would not suffer
adverse consequences under the provisions of United States law or regulations
in effect at the time of the delivery of Unregistered Securities, the Trustee
or the Security Registrar will (i) deliver Unregistered Securities only
outside the United States and its possessions and (ii) release
Unregistered Securities in definitive form to the person entitled to physical
delivery thereof only upon presentation of a certificate in the form prescribed
by the Company.


 


Section 3.04.          Temporary Securities.  (a)  Until definitive Securities of any series
(including Global Securities) are ready for delivery, the Company may execute,
and upon Company Order the Trustee shall authenticate and deliver one or more
temporary Securities that are produced in any authorized denomination,
substantially of the tenor of the definitive Securities in lieu of which they
are issued and with such appropriate insertions, omissions, substitutions and
other variations as the officers executing such Securities may determine, as
evidenced by their execution of such Securities. Temporary Unregistered
Securities of a series may have coupons attached or may be in the form of one
or more temporary Global Securities that are Unregistered Securities of that
series without coupons. Every temporary Security shall be executed by the Company
and authenticated by the Trustee (and Registered Securities shall be registered
by the Security Registrar) upon the same conditions, and with like effect, as a
definitive Security.


 


(b)           If temporary Securities of any series are issued, the
Company will cause definitive Securities of that series to be prepared without
unreasonable delay.  After the
preparation of definitive Securities of such series, the temporary Securities
of such series shall be exchangeable for definitive Securities of such series
upon surrender of the temporary Securities of such series at the office or
agency of the Company in a Place of Payment for that series, without charge to
the Holder.  Upon surrender for
cancellation of any one or more temporary Securities of any series the Company
shall execute and the Trustee shall authenticate and deliver in exchange
therefor a like principal amount of definitive Securities of the same series of
authorized denominations.  Until so
exchanged the temporary Securities of any series shall in all respects be
entitled to the same benefits under this Indenture as definitive Securities of
such series.


 


(c)           Every temporary Unregistered Security shall be
substantially in the form approved by or pursuant to a Board Resolution and
shall be delivered to one of the Paying Agents located outside the United
States and its possessions or to such other person or persons as the Company
shall direct against such certification as the Company may from time to time
prescribe by or pursuant to a Board Resolution.


 


15

















 


Section 3.05.          Registration, Registration of
Transfer and Exchange.  (a)  The Company shall cause to be
kept at the Corporate Trust Office of the Trustee a register (the register
maintained in such office and in any other office or agency of the Company in a
Place of Payment being herein sometimes collectively referred to as the “Security Register”) in which,
subject to such reasonable regulations as it may prescribe, the Company shall
provide for the registration of Securities and of transfers of Securities.  The Trustee is hereby appointed “Security Registrar” for the purpose
of registering Securities and transfers of Securities as herein provided.


 


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


 


(c)           If both Registered and Unregistered Securities are authorized
for a series of Securities and the terms of such Securities permit, (i) Unregistered
Securities may be exchanged for an equal principal amount of Registered or
Unregistered Securities of the same series and date of maturity in any
authorized denominations upon delivery to the Security Registrar (or a Paying
Agent (as herein defined), if the exchange is for Unregistered Securities) of
the Unregistered Security with all unmatured coupons and all matured coupons in
default appertaining thereto and if all other requirements of the Security
Registrar (or such Paying Agent) and such Securities for such exchange are met,
and (ii) Registered Securities, other than Securities issued in the form
of a Global Security (except as provided in Section 3.11), may be
exchanged for an equal principal amount of Unregistered Securities of the same
series and date of maturity in any authorized denominations (except that any
coupons appertaining to such Unregistered Securities which have matured and
have been paid shall be detached) upon delivery to the Security Registrar of
the Registered Securities and if all other requirements of the Security
Registrar and such Securities for such exchange are met.


 


(d)           Notwithstanding the foregoing, the exchange of
Unregistered Securities for Registered Securities or Registered Securities for
Unregistered Securities will be subject to the satisfaction of the provisions
of United States law and regulations in effect at the time of such exchange,
and no exchange of Registered Securities for Unregistered Securities will be
made until the Company has notified the Trustee in an Officer’s Certificate and
the Security Registrar that, as a result of such exchange, the Company would
not suffer adverse consequences under such law or regulations.


 


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


 


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


 


(g)           Unless otherwise provided in a Board Resolution or an
Officer’s Certificate pursuant to a Board Resolution, or in an indenture
supplemental hereto, with respect to Securities of any series, no service
charge shall be made to the Holder for any registration of transfer or exchange
of Securities, but the Company may require payment of a sum sufficient to cover
any tax or other governmental charge that may be imposed in connection with any
registration of transfer or exchange of Securities, other than exchanges
pursuant to Section 3.04, 9.06, 11.06 or 12.04 not involving any transfer.


 


(h)           The Company shall not be required (i) to issue,
register the transfer of or exchange Securities of any series during a period
beginning at the opening of business 15 days before the day of the mailing of a
notice of redemption of Securities of that series selected for redemption under
Section 11.03 and ending at the close of business on the day of such
mailing, or (ii) to register the transfer of or exchange any Security so
selected for redemption in whole or in part, except the unredeemed portion of
any Security being redeemed in part.


 


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(i)            Unregistered Securities or any coupons appertaining
thereto shall be transferable by delivery thereof.


 


Section 3.06.          Mutilated, Destroyed, Lost and
Stolen Securities.  (a)  If any mutilated Security or a
Security with a mutilated coupon or coupons appertaining to it is surrendered
to the Trustee, the Company shall execute and the Trustee shall authenticate
and deliver in exchange therefor a replacement Registered Security, if such
surrendered security was a Registered Security, or a replacement Unregistered
Security with coupons corresponding to the coupons appertaining to the
surrendered Security, if such surrendered Security was an Unregistered
Security, of the same series and of like tenor and principal amount and bearing
a number not contemporaneously outstanding.


 


(b)           If there has been delivered to the Company and the
Trustee (i) evidence to their satisfaction of the destruction, loss or
theft of any Security or any coupon or coupons appertaining thereto, and (ii) such
bond, 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 actual notice to
the Company or the Trustee that such Security or any coupon or coupons
appertaining thereto has been acquired by a bona fide purchaser, the Company
shall execute and upon its request the Trustee shall authenticate and deliver,
a replacement Registered Security, if such Holder’s claim pertains to a
Registered Security, or a replacement Unregistered Security with coupons
corresponding to the coupons appertaining to the destroyed, lost or stolen
Unregistered Security or the Unregistered Security to which such destroyed,
lost or stolen coupon or coupons appertains, if such Holder’s claim pertains to
an Unregistered Security, of the same series (and Tranche, if applicable) and
of like tenor and principal amount and bearing a number not contemporaneously
outstanding.


 


(c)           In case any such mutilated, destroyed, lost or stolen
Security or any coupon or coupons appertaining thereto 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 or any coupon or coupons appertaining
thereto.


 


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


 


(e)           Every new Security or any coupon or coupons
appertaining thereto of any series issued pursuant to this Section in lieu
of any destroyed, lost or stolen Security or any coupon or coupons appertaining
thereto shall constitute an original additional contractual obligation of the
Company, whether or not the destroyed, lost or stolen Security or any coupon or
coupons appertaining thereto is 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 or any coupon or coupons appertaining thereto of
that series duly issued hereunder.


 


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


 


Section 3.07.          Payment of Interest; Interest
Rights Preserved.  (a)  Unless otherwise provided as
contemplated by Section 3.01(b) with respect to the Securities of any
series, interest on any Registered Security that is payable, and is punctually
paid or duly provided for, on any Interest Payment Date shall be paid to the
Person in whose name that Registered Security (or one or more Predecessor
Securities) is registered at the close of business on the Regular Record Date
for such interest; provided, however, that interest payable at Maturity will be paid to the
Person to whom principal is payable.  In
case an Unregistered Security of any series is surrendered in exchange for a
Registered Security of such series after the close of business (at an office or
agency of the Company in a Place of Payment for such series) on any Regular
Record Date and before the opening of business (at such office or agency) on
the next succeeding Interest Payment Date, such Unregistered Security shall be
surrendered without the coupon relating to such Interest Payment Date and interest
will not be payable on such Interest Payment Date in respect of the Registered
Security issued in exchange for such Unregistered Security, but will be payable
only to the Holder of such coupon when due in accordance with provisions of
this Indenture.


 


17

















 


(b)           Any interest on any Registered Security of any series
that is payable, but is not punctually paid or duly provided for, on any
Interest Payment Date (herein called “Defaulted Interest”) shall forthwith cease to
be payable to the Holder on the relevant Regular Record Date by virtue of
having been such Holder, and such Defaulted Interest may be paid by the
Company, at its election in each case, as provided in clause (i) or (ii) below:


 


(i)            The Company may elect to make payment of
any Defaulted Interest to the Persons in whose names the Registered Securities
of such series (or their respective Predecessor Securities) are registered at
the close of business on a Special Record Date for the payment of such Defaulted
Interest, which shall be fixed in the following manner.  The Company shall notify the Trustee in
writing of the amount of Defaulted Interest proposed to be paid on each
Registered Security of such series and the date of the proposed payment, and at
the same time the Company shall deposit with the Trustee an amount of money
equal to the aggregate amount proposed to be paid in respect of such Defaulted
Interest or shall make arrangements satisfactory to the Trustee for such
deposit prior to the date of the proposed payment, such money when deposited to
be held in trust for the benefit of the Persons entitled to such Defaulted
Interest as in this clause provided. 
Thereupon the Trustee shall fix a Special Record Date for the payment of
such Defaulted Interest which shall be not more than 15 days and not less than
10 days prior to the date of the proposed payment and not less than 10 days
after the receipt by the Trustee of the notice of the proposed payment.  The Trustee shall promptly notify the Company
of such Special Record Date and, in the name and at the expense of the Company,
shall cause notice of the proposed payment of such Defaulted Interest and the
Special Record Date therefor to be given pursuant to Section 1.06, not
less than 10 days prior to such Special Record Date.  Notice of the proposed payment of such
Defaulted Interest and the Special Record Date therefor having been so given,
such Defaulted Interest shall be paid to the Persons in whose names the
Registered Securities of such series (or their respective Predecessor
Securities) are registered at the close of business on such Special Record Date
and shall no longer be payable pursuant to the following clause (ii).  In case an Unregistered Security of any
series is surrendered at the office or agency of the Company in a Place of
Payment for such series in exchange for a Registered Security of such series
after the close of business at such office or agency on any Special Record Date
and before the opening of business at such office or agency on the related
proposed date for payment of Defaulted Interest, such Unregistered Security
shall be surrendered without the coupon relating to such proposed date of
payment and Defaulted Interest will not be payable on such proposed date of
payment in respect of the Registered Security issued in exchange for such
Unregistered Security, but will be payable only to the Holder of such coupon
when due in accordance with the provisions of this Indenture.


 


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


 


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


 


(d)           Subject to the limitations set forth in Section 10.02,
the Holder of any coupon appertaining to an Unregistered Security shall be
entitled to receive the interest payable on such coupon upon presentation and
surrender of such coupon on or after the Interest Payment Date of such coupon
at an office or agency maintained for such purpose pursuant to Section 10.02.


 


Section 3.08.          Persons Deemed Owners.  Prior to due presentment of a Registered Security for
registration of transfer, the Company, the Trustee and any agent of the Company
or the Trustee may treat the Person in whose name such Registered Security is
registered as the owner of such Registered Security for the purpose of
receiving payment of principal of (and any premium) and (subject to Section 3.05
and Section 3.07) any interest on such Registered Security and for all
other purposes whatsoever, whether or not such Registered Security be overdue,
and neither the Company, the Trustee nor any agent of the Company or the
Trustee shall be affected by notice to the contrary.


 


Ownership
of Registered Securities of a series shall be proved by the computerized
book-entry system of the Depositary in the case of Registered Securities issued
in the form of a Global Security. 
Ownership of 


 


18

















 


Unregistered Securities may be proved by the
production of such Unregistered Securities or by a certificate or affidavit
executed by the person holding such Unregistered Securities or by a depository
with whom such Unregistered Securities were deposited, if the certificate or
affidavit is satisfactory to the Trustee and the Company.  The Company, the Trustee and any agent of the
Company may treat the bearer of any Unregistered Security or coupon and the person
in whose name a Registered Security is registered as the absolute owner thereof
for all purposes.


 


None
of the Company, the Trustee, any Paying Agent or the Security Registrar shall
have any responsibility or liability for any aspect of the records relating to
or payments made on account of beneficial ownership interests of a Global
Security or for maintaining, supervising or reviewing any records relating to
such beneficial ownership interests.


 


Section 3.09.          Cancellation.  Except as otherwise specified as contemplated by Section 3.01(b) for
Securities of any series, all Securities and coupons surrendered for payment,
redemption, registration of transfer or exchange or for credit against any
sinking fund payment shall, if surrendered to any Person other than the
Trustee, be delivered to the Trustee and, if not theretofore cancelled, shall
be promptly cancelled by it.  Except as
otherwise specified as contemplated by Section 3.01(b) for Securities
of any series, the Company may at any time deliver to the Trustee for
cancellation any Securities or coupons previously authenticated and delivered
hereunder that the Company may have acquired in any manner whatsoever or that
the Company has not issued and sold, and all Securities or coupons so delivered
shall be promptly cancelled by the Trustee. 
No Securities or coupons shall be authenticated in lieu of or in
exchange for any Securities or coupons cancelled as provided in this Section,
except as expressly permitted by this Indenture.  All cancelled Securities or coupons held by
the Trustee shall be destroyed and the Trustee shall furnish an affidavit to
the Company (setting forth the serial numbers of such Securities) attesting to
such destruction unless by a Company Order the Company shall direct that the
cancelled Securities or coupons be returned to it.


 


Section 3.10.          Computation of Interest.  Except as otherwise specified as contemplated by Section 3.01(b) for
Securities of any series, interest on the Securities of each series shall be
computed on the basis of a 360-day year of twelve 30-day months.


 


Section 3.11.          Global Securities; Exchanges;
Registration and Registration of Transfer. 
If
specified as contemplated by Section 3.01(b) for Securities of any
series, the Securities of such series may be issued in the form of one or more
Global Securities, which shall be deposited with the Depositary, and, unless
otherwise specified in the form of Global Security adopted pursuant to Section 3.01,
be registered in the name of the Depository’s nominee.


 


Except
as otherwise specified as contemplated by Section 3.01(b) for
Securities of any series, any permanent Global Security shall be exchangeable
only as provided in this paragraph.  If
the beneficial owners of interests in a permanent Global Security are entitled
to exchange such interests for Securities of such series of like tenor and
principal amount of another authorized form, as specified as contemplated by Section 3.01(b),
then without unnecessary delay but in any event not later than the earliest
date on which such interests may be so exchanged, the Company shall deliver to
the Trustee definitive Securities of that series in aggregate principal amount
equal to the principal amount of such permanent Global Security, executed by
the Company.  On or after the earliest
date on which such interests may be so exchanged, such permanent Global
Security shall be surrendered from time to time in accordance with instructions
given to the Trustee and the Depositary (which instructions shall be in writing
but need not comply with Section 1.02  or
be accompanied by an Opinion of Counsel) by the Depositary or such other
depositary as shall be specified in the Company Order with respect thereto to
the Trustee, as the Company’s agent for such purpose, to be exchanged, in whole
or in part, for definitive Securities of the same series without charge and the
Trustee shall authenticate and deliver, in exchange for each portion of such
permanent Global Security, a like aggregate principal amount of definitive
Securities of the same series of authorized denominations and of like tenor as
the portion of such permanent Global Security to be exchanged which, unless the
Securities of the series are not issuable both as Unregistered Securities and
as Registered Securities, as specified as contemplated by Section 3.01(b),
shall be in the form of Unregistered Securities or Registered Securities, or
any combination thereof, as shall be specified by the beneficial owner thereof;
provided, however, that no such exchanges may occur
during the periods specified by Section 3.05; and provided, further,
that no Unregistered Security delivered in exchange for a portion of a
permanent Global Security shall be mailed or otherwise delivered 


 


19

















 


to any location in the United States unless the Company
has complied with Section 3.05(d). 
Promptly following any such exchange in part, such permanent Global
Security shall be returned by the Trustee, to the Depositary or such other
depositary referred to above, in accordance with the instructions of the Company
referred to above.


 


The
Global Security may be transferred to another nominee of the Depositary, or to
a successor Depositary selected by the Company, and upon surrender for
registration of transfer of the Global Security to the Trustee, the Company shall
execute, and the Trustee shall authenticate and deliver, in the name of the
designated transferee, a new Global Security in the same aggregate principal
amount.  If at any time the Depositary
notifies the Company that it is unwilling or unable to continue as Depositary
and a successor Depositary satisfactory to the Company is not appointed within
90 days after the Company receives such notice, the Company will execute, and
the Trustee will authenticate and deliver, Securities in definitive form to the
Depositary in exchange for the Global Security. 
In addition, if at any time the Company determines that it is not in the
best interest of the Company or the beneficial owners of Securities to continue
to have a Global Security representing all of the Securities held by a
Depositary, the Company may, at its option, execute, and the Trustee will
authenticate and deliver, Securities in definitive form to the Depositary in
exchange for all or a portion of the Global Security. Promptly after any such
exchange of Securities in definitive form for all or a portion of the Global
Security pursuant to this paragraph, the Company shall promulgate regulations
governing registration of transfers and exchanges of Securities in definitive
form, which regulations shall be reasonably satisfactory to the Trustee and
shall thereafter bind every Holder of such Securities.


 


Section 3.12.          Extension of Interest
Payment.  The Company shall have the right at any time, so long
as the Company is not in default in the payment of interest on the Securities
of any series hereunder, to extend interest payment periods on all Securities
of one or more series, if so specified as contemplated by Section 3.01(b) with
respect to such Securities and upon such terms as may be specified as contemplated
by Section 3.01(b) with respect to such Securities.  If the Company ever so extends any such
interest payment period, the Company shall promptly notify the Trustee.


 


ARTICLE FOUR



SATISFACTION AND DISCHARGE; DEFEASANCE


 


Section 4.01.          Satisfaction and Discharge of
Indenture.  (a)  This Indenture shall upon
Company Request cease to be of further effect with respect to the Securities of
any series (except as to any surviving rights of registration of transfer or
exchange of Securities herein expressly provided for), and the Trustee, at the
expense of the Company, shall execute instruments in form and substance
satisfactory to the Trustee and the Company acknowledging termination of the
Company’s obligations under the Securities of such series and this Indenture,
when


 


(1)           either


 


(A)          all Securities of such series previously
authenticated and delivered (other than (i) Securities of such series that
have been destroyed, lost or stolen and that have been replaced or paid as
provided in Section 3.06 and (ii) Securities of such series that are
deemed paid and discharged pursuant to Section 4.02) have been delivered
to the Trustee for cancellation; or


 


(B)           all such
Securities of such series not previously delivered to the Trustee for
cancellation


 


(i)            have become due and payable (whether at Stated
Maturity, early redemption or otherwise), or


 


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


 


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


 


20

















 


and the
Company in the case of (i), (ii) or (iii) above has irrevocably
deposited or caused to be deposited with the Trustee as funds in trust solely
for the benefit of the Holders of the Securities of such series an amount in
cash in the currency or composite currency in which the Securities of such series
are denominated, Eligible Obligations or any combination thereof, together (if
necessary in the case of a series of Securities not bearing interest at a fixed
rate) with any Hedging Obligation, so that such funds in each case are
sufficient to pay principal of, and any premium and interest, if any, to the
date of such deposit (in the case of Securities which have become due and
payable) or to the Stated Maturity or Redemption Date, as the case may be, on
all Outstanding Securities of such series;


 


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


 


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


 


(b)           Notwithstanding
the satisfaction and discharge of this Indenture, the obligations of the
Company to the Trustee under Section 6.07, the obligations of the Trustee
to any Authenticating Agent under Section 6.14 and, if money has been
deposited with the Trustee pursuant to subclause (B) of clause (1) of
this Section, the obligations of the Trustee under Section 4.05 and Section 10.03(e) shall
survive.


 


(c)           Upon
satisfaction and discharge of this Indenture as provided in this Section 4.01,
the Trustee shall assign, transfer and turn over to the Company, subject to the
claim provided by Section 6.07, any and all money, securities and other
property then held by the Trustee for the benefit of the Holders of the
Securities.


 


The
Company may elect, at its option at any time, to have Section 4.02 or Section 4.03
applied to the Outstanding Securities of any series in accordance with any
applicable requirements provided pursuant to Section 3.01 and upon
compliance with the conditions set forth below in this Article. Any such
election shall be evidenced by a Board Resolution or in another manner
specified as contemplated by Section 3.01(b) for such Securities.


 


Section 4.02.          Defeasance and Discharge of
Indenture.  Upon the Company’s exercise of its option
(if any) to have this Section applied to all the Outstanding Securities of
any series or Tranche, or any portion of the principal amount thereof, and
subject to the conditions set forth in Section 4.04 being satisfied, the
Company shall be deemed to have paid and discharged the entire indebtedness on
such Outstanding Securities of such series or Tranche on the 91st day after the
date of the deposit referred to in subparagraph (i) of Section 4.04,
and the provisions of this Indenture, as it relates to such Outstanding
Securities of such series or Tranche, shall be satisfied and discharged and
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:


 


(a)           the rights of Holders of Securities of such series to
receive, solely from the trust funds described in Section 4.05, (x) payment
of the principal of (and premium, if any) and each installment of principal of
(and premium, if any) or interest, if any, on the Outstanding Securities of
such series, or portions thereof, on the Stated Maturity of such principal or
installment of principal or interest to and including the Redemption Date
designated by the Company pursuant to subparagraph (x) of Section 4.04
and (y) the benefit of any mandatory sinking fund payments applicable to
the Securities of such series or Tranche 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 or Tranche;


 


(b)           the obligations of the Company and the Trustee with
respect to such Securities of such series or Tranche under Sections 3.04, 3.05,
3.06, 6.14, 10.02 and 10.03  and,
if the Company shall have designated a Redemption Date pursuant to subparagraph
(x) of Section 4.04, Sections 11.04 and 11.06; and


 


(c)           the Company’s obligations with respect to the Trustee
under Section 6.07.


 


Section 4.03.          Defeasance of Certain
Obligations.  The Company may omit to comply with its
obligations under the covenants contained in Sections 8.01, 10.05 and 10.06
with respect to any Security or Securities of any series (and in respect of any
term, provision or condition set forth in the covenants or restrictions
specified for such Securities pursuant to Section 3.01(b), in any
supplemental indenture, Board Resolution or Officer’s Certificate establishing
such Security), and the failure to comply with any such provisions shall not 


 


21

















 


constitute a Default or
Event of Default under Section 5.01(3), provided
that the conditions set forth in Section 4.04 have been satisfied.


 


Section 4.04.          Conditions to Defeasance.  The following conditions shall be the conditions to
the application of Section 4.02 and Section 4.03 to any Outstanding
Securities:


 


(i)            the Company has deposited or caused to be
deposited irrevocably with the Trustee as trust funds in trust, specifically
pledged as security for, and dedicated solely to, the benefit of the Holders of
the Securities of such series, (x) cash in Dollars (or such other currency
or composite currency in which such Securities are denominated) in an amount
sufficient, or (y) Eligible Obligations which through the payment of
interest and principal in respect thereof in accordance with their terms will
provide on or before the due date of any payment referred to in clause (1) or
(2) of this subparagraph (i) money 
in an amount sufficient or (z) a combination of such cash and Eligible
Obligations, together (if necessary in the case of a series of Securities not
bearing interest at a fixed rate) with any Hedging Obligation so that such
funds are 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 (1) the principal
of (and premium, if any) and each installment of principal (and premium, if
any) and interest, if any, on such Securities on the Stated Maturity of such
principal or installment of principal or interest or to and including the
Redemption Date designated by the Company in accordance with Section 4.04(x) and
(2) 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 of the Securities of such series;


 


(ii)           in the event
of an election to have Section 4.02 apply, the Company has delivered to
the Trustee an Officer’s Certificate and an Opinion of Counsel to the effect
that (x) the Company has received from, or there has been published by,
the Internal Revenue Service a ruling or (y) there has been a change in
law or regulation occurring after the date hereof, 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, defeasance and
discharge and will be subject to federal income tax on the same amount 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;


 


(iii)          in the event
of an election to have Section 4.03 apply, the Company has delivered to
the Trustee an Officer’s Certificate and 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
defeasance and will be subject to federal income tax on the same amount and in
the same manner and at the same times, as would have been the case if such
deposit and defeasance had not occurred;


 


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


 


(v)           no Event of
Default or event that with notice or lapse of time would become an Event of
Default with respect to the Securities of such series has occurred and is continuing
on the date of such deposit or during the period ending on the 91st day after
such date;


 


(vi)          the Company
has delivered to the Trustee an Officer’s 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; and


 


(vii)         if the Company
has deposited or caused to be deposited money or Eligible Obligations to pay or
discharge the principal of (and premium, if any) and interest on the Outstanding
Securities of a series to and including a Redemption Date pursuant to clause (i) of
this Section 4.04, such Redemption Date shall be irrevocably designated by
a Board Resolution delivered to the Trustee on or prior to the date of deposit
of such money or Eligible Obligations, and such Board Resolution shall be
accompanied by an irrevocable Company Request that the Trustee give notice of
such redemption in the name and at the expense of the Company not less than 30
nor more than 60 days prior to such Redemption Date in accordance with Section 11.04.


 


22

















 


Section 4.05.          Application of Trust Money.  (a)  Neither the Eligible Obligations nor the
funds deposited with the Trustee pursuant to Sections 4.01, 4.02 or 4.03, nor
the principal or interest payments on any such Eligible Obligations, shall be
withdrawn or used for any purpose other than, and shall be held in trust for,
the payment of the principal of and premium, if any, and interest, if any, on
the Securities or portions of principal amount thereof in respect of which such
deposit was made, all subject, however, to the provisions of Section 6.06;
provided, however, that, so long as no
Event of Default has occurred and is continuing, any cash received from such
principal or interest payments on such Eligible Obligations deposited with the
Trustee, if not then needed for such purpose, shall, to the extent practicable,
be invested in Eligible Obligations of the type described in Section 4.01
maturing at such times and in such amounts as shall be sufficient to pay when
due the principal of and any premium and interest due and to become due on such
Securities or portions thereof on and prior to the Maturity thereof, and
interest earned from such reinvestment shall be paid over to the Company as
received by the Trustee, free and clear of any trust, lien or pledge under this
Indenture except the claim provided by Section 6.07; and provided, further, that, so long as there shall not have
occurred and be continuing an Event of Default, any moneys held by the Trustee
in accordance with this Section on the Maturity of all such Securities in
excess of the amount required to pay the principal of and premium, if any, and
interest, if any, then due on such Securities shall be paid over to the Company
free and clear of any trust, lien or pledge under this Indenture except the
claim provided by Section 6.07.


 


(b)           The Company shall pay and shall indemnify the Trustee
against any tax, fee or other charge imposed on or assessed against Eligible
Obligations deposited pursuant to Section 4.01, 4.02 or 4.03 or the
principal and any premium and interest 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 Eligible Obligations or money held by it
as provided in Section 4.01, 4.02 or 4.03 that, 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 that then would have been required to be
deposited for the purpose for which such Eligible Obligations or money was
deposited or received.  This provision
shall not authorize the sale by the Trustee of any Eligible Obligations held
under this Indenture.


 


Section 4.06.          Reinstatement.  If the Trustee or the Paying Agent is unable to apply
any money in accordance with this Article with respect to any Securities
by reason of any order or judgment of any court or governmental authority
enjoining, restraining or otherwise prohibiting such application, then the
obligations under this Indenture and such Securities from which the Company has
been discharged or released pursuant to Section 4.02 or Section 4.03
shall be revived and reinstated as though no deposit had occurred pursuant to
this Article with respect to such Securities, until such time as the
Trustee or Paying Agent is permitted to apply all money held in trust pursuant
to Section 4.05 with respect to such Securities in accordance with this
Article; provided, however, that if the Company
makes any payment of principal of or any premium or interest on any such
Security following such reinstatement of its obligations, the Company shall be
subrogated to the rights (if any) of the Holders of such Securities to receive
such payment from the money so held in trust.


 


ARTICLE FIVE



REMEDIES


 


Section 5.01.          Events of Default.  “Event of Default”,
wherever used herein with respect to Securities of any series, means any one of
the following events, unless such event is either inapplicable to a particular
series or it is specifically deleted or modified in the applicable Board
Resolution or supplemental indenture under which such series of Securities is
issued, as the case may be, as contemplated by Section 3.01:


 


(1)           default
in the payment of any interest upon any Security of that series when it becomes
due and payable, and continuance of such default for a period of 30 days; provided, however, that a valid extension
of the interest payment period by the Company as contemplated in Section 3.12
shall not constitute a failure to pay interest for this purpose; or


 


23

















 


(2)           default
in the payment of the principal of (or premium, if any, on) any Security of
that series at its Maturity and, in the case of technical or administrative
difficulties, only if such default persists for a period of more than three
Business Days; or


 


(3)           default
in the performance, or breach, of any covenant or warranty of the Company in
this Indenture (other than a covenant or warranty a default in whose
performance or whose breach is elsewhere in this Section specifically
dealt with or which has expressly been included in this Indenture solely for
the benefit of one or more series of Securities other than that series), and
continuance of such default or breach for a period of 75 days after there has
been given, by registered or certified mail, to the Company by the Trustee or
to the Company and the Trustee by the Holders of at least 25% in aggregate
principal amount of the Outstanding Securities of such 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


 


(4)           the
entry by a court having jurisdiction in the premises of (A) a decree or
order for relief in respect of the Company in an involuntary case or proceeding
under any applicable federal or state bankruptcy, insolvency, reorganization or
other similar law or (B) a decree or order adjudging the Company a
bankrupt or insolvent, or approving as properly filed a petition seeking
reorganization, arrangement, adjustment or composition of or in respect of the
Company under any applicable federal or state law, or appointing a custodian,
receiver, liquidator, assignee, trustee, sequestrator or other similar official
of the Company or of any substantial part of its property, or ordering the
winding up or liquidation of its affairs, and the continuance of any such
decree or order for relief or any such other decree or order unstayed and in
effect for a period of 90 consecutive days; or


 


(5)           the
commencement by the Company of a voluntary case or proceeding under any
applicable federal or state bankruptcy, insolvency, reorganization or other
similar law or of any other case or proceeding to be adjudicated a bankrupt or
insolvent, or the consent by it to the entry of a decree or order for relief in
respect of the Company in an involuntary case or proceeding under any
applicable federal or state bankruptcy, insolvency, reorganization or other
similar law or to the commencement of any bankruptcy or insolvency case or
proceeding against it, or the filing by it of a petition or answer or consent
seeking reorganization or relief under any applicable federal or state law, or
the consent by it to the filing of such petition or to the appointment of or
taking possession by a custodian, receiver, liquidator, assignee, trustee,
sequestrator or similar official of the Company or of any substantial part of
its property, or the making by it of an assignment for the benefit of
creditors, or the admission by it in writing of its inability to pay its debts
generally as they become due, or the taking of corporate action by the Company
in furtherance of any such action; or


 


(6)           any
other Event of Default provided with respect to Securities of such series
pursuant to Section 3.01(b).


 


Section 5.02.          Acceleration of Maturity;
Rescission and Annulment.  If an Event of Default specified in Section
5.01 (1), (2), (3) or (6) with respect to Securities of any series at the time
Outstanding occurs and is continuing, then in every such case the Trustee or
the Holders of not less than 25% in aggregate principal amount of the
Outstanding Securities of such series, by a notice in writing to the Company
(and to the Trustee if given by such Holders), may declare the principal amount
(or, if the Securities of such series are Original Issue Discount Securities or
Indexed Securities, such portion of the principal amount of such Securities as
may be specified in the terms thereof) to be due and payable immediately and
upon any such declaration such principal amount (or specified amount) shall
become immediately due and payable.  If
an Event of Default specified in Section 5.01(4) or (5) occurs,
the principal of all the Securities then Outstanding (or if any such Securities
are Original Issue Discount Securities or Indexed Securities, such portion of
the principal amount of such Securities as may be specified in the terms
thereof) shall automatically become and be immediately due and payable without
any declaration or other act or notice on the part of the Trustee or any
Holders of the Securities.


 


At any
time after such a declaration of acceleration with respect to Securities of one
or more 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 Event or Events of Default giving rise to such declaration of acceleration
shall, without further act, be deemed to have been waived, and such declaration
and its consequences shall, without further act, be deemed to have been
rescinded and annulled, if


 


24














 


(1)           the
Company has paid or deposited irrevocably with the Trustee a sum sufficient to
pay


 


(i)            all
overdue interest on all Outstanding Securities of any such series,


 


(A)          the principal
of (and premium, if any, on) any Securities of such series that have become due
otherwise than by such declaration of acceleration and interest thereon at the
rate or rates prescribed therefor in such Securities,


 


(B)           to the extent
that payment of such interest is lawful, interest upon overdue interest at the
rate or rates borne by such Securities, unless another rate is provided in such
Securities, and


 


(C)           all amounts due to the
Trustee under Section 6.07; and


 


(2)           all
Events of Default with respect to Securities of that series, other than the
non-payment of the principal of Securities of that series that have become due
solely by such declaration of acceleration, have been cured or waived as
provided in Section 5.13.


 


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


 


Section 5.03.          Collection of Indebtedness and
Suits for Enforcement by Trustee.  If an Event of Default described in
clause (1) or (2) of Section 5.01 has occurred and is
continuing, the Company shall, upon demand of the Trustee, pay to the Trustee,
for the benefit of the Holders of the Securities of the series with respect to
which such Event of Default has occurred, the whole amount then due and payable
on such Securities for principal and any premium or interest and, to the extent
that payment of such interest shall be legally enforceable, interest on any
overdue principal and premium and on any overdue interest, at the rate or rates
borne by such Securities, unless another rate is provided in such Securities,
and, in addition thereto, such further amount as shall be sufficient to cover
any amounts due to the Trustee under Section 6.07.


 


If an
Event of Default with respect to 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 deems most effectual to protect
and enforce any such rights, whether for the specific enforcement of any
covenant or agreement in this Indenture or in aid of the exercise of any power
granted herein, or to enforce any other proper remedy.


 


Section 5.04.          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,


 


(i)            to file and prove a claim for the whole
amount of principal and premium or 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
amounts due to the Trustee under Section 6.07) and of the Holders allowed
in such judicial proceeding, and


 


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


 


and any
custodian, receiver, assignee, trustee, liquidator, sequestrator or other
similar official in any such judicial proceeding is hereby authorized by each
Holder to make such payments to the Trustee and, if the Trustee consents to the
making of such payments directly to the Holders, to pay to the Trustee any
amount due it under Section 6.07.


 


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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.


 


Section 5.05.          Trustee May Enforce Claims
Without Possession of Securities or Coupons. 
All rights
of action and claims under this Indenture or the Securities or coupons may be
prosecuted and enforced by the Trustee without the possession of any of the
Securities or coupons or the production thereof in any proceeding relating
thereto, and any such proceeding instituted by the Trustee shall be brought in
its own name as trustee of an express trust, and any recovery of judgment
shall, after provision for the payment of the amounts due to the Trustee under Section 6.07,
be for the ratable benefit of the Holders of the Securities and coupons in
respect of which such judgment has been recovered.


 


Section 5.06.          Application of Money
Collected.  Any money collected by the 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 and any premium and interest, upon presentation
of the Securities in respect of which or for the benefit of which such money
shall have been collected 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 6.07;


 


SECOND:  To the payment of the amounts then due and
unpaid for principal of and any premium 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 any premium and interest,
respectively; and


 


THIRD:  The balance, if any, to the Company.


 


The
Trustee may fix a record date (with respect to Registered Securities) and
payment date for any such payment to Holders of Securities.


 


Section 5.07.          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


 


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


 


(2)           the
Holders of not less than 25% in aggregate principal amount of the Outstanding
Securities of that series in the case of any Event of Default described in
clause (1), (2), (3) or (6) of Section 5.01, or, in the case of
any Event of Default described in clause (4) or (5) of Section 5.01,
the Holders of not less than 25% in aggregate principal amount of the
Outstanding Securities, shall have made written request to the Trustee to
institute proceedings in respect of such Event of Default in its own name as
Trustee hereunder;


 


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


 


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


 


(5)           no
direction inconsistent with such written request has been given to the Trustee
during such 60-day period by the Holders of a majority in aggregate principal
amount of the Outstanding Securities of that series in the case of any Event of
Default described in clause (1), (2), (3) or (6) of Section 5.01,
or in the case of any Event of Default described in clause (4) or (5) of
Section 5.01 by the Holders of a majority in aggregate principal amount of
all Outstanding Securities;


 


26

















 


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 of Securities of the same series, in the case of any Event of Default
described in clause (1), (2), (3) or (6) of Section 5.01, or of
Holders of all Securities in the case of any Event of Default described in
clause (4) or (5) of Section 5.01, 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 of such Holders.


 


Section 5.08.          Unconditional Right of Holders to
Receive Principal, Premium and Interest. 
Notwithstanding
any other provision in this Indenture, the Holder of any Security shall have
the right, which is absolute and unconditional, to receive payment of the
principal of and premium and (subject to Section 3.07) interest on such
Security  on the Stated Maturity or
Maturities expressed in such Security (or, in the case of redemption, on the
Redemption Date, or, in the case of repayment at the option of the Holder, on
the Repayment Date) and to institute suit for the enforcement of any such
payment, and such rights shall not be impaired without the consent of such Holder.


 


Section 5.09.          Restoration of Rights and
Remedies.  If the 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 such Holder shall be restored severally and respectively to their
former positions hereunder and thereafter all rights and remedies of the
Trustee and such Holder shall continue as though no such proceeding had been
instituted.


 


Section 5.10.          Rights and Remedies
Cumulative.  Except as otherwise provided with respect
to the replacement or payment of mutilated, destroyed, lost or stolen
Securities in the last paragraph of Section 3.06, 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 prevent the concurrent assertion or
employment of any other appropriate right or remedy.


 


Section 5.11.          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 5.12.          Control by Holders.  If an Event of Default shall have occurred and be
continuing in respect of a series of Securities, the Holders of a majority in
aggregate principal amount of the Outstanding Securities of that 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
or Tranche; provided, however, that if an Event of
Default has occurred and is continuing with respect to more than one series of
Securities of equal ranking, the Holders of a majority in aggregate principal
amount of the Outstanding Securities of all such series of equal ranking,
considered as one class, shall have the right to make such direction, and not
the Holders of the Securities of any one of such series of equal ranking; provided, further that


 


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


 


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


 


Section 5.13.          Waiver of Past Defaults.  The Holders of not less than a majority in aggregate
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; provided that if any such past default has occurred with
respect to more than one series of Securities of equal ranking, the Holders of
a majority in 


 


27

















 


aggregate principal amount of the Outstanding
Securities of all such series of equal ranking, considered as one class, may
make such waiver, and not the Holders of the Securities of any one of such
series of equal ranking, in each case, except a default


 


(1)           in
the payment of the principal of or premium or interest on any Security of such
series, or


 


(2)           in
respect of a covenant or provision hereof that under Section 9.02 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 5.14.          Undertaking for Costs.  All parties to this Indenture agree, and each Holder
of any Security by such Holder’s acceptance thereof shall be deemed to have
agreed, that any court may in its discretion require, in any suit for the
enforcement of any right or remedy under this Indenture, or in any suit against
the Trustee for any action taken, 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 aggregate principal amount of the Outstanding
Securities of all series in respect of which such suit may be brought,
considered as one class, or to any suit instituted by any Holder for the
enforcement of the payment of the principal of or any premium or interest on
any Security on or after the Stated Maturity or Maturities expressed in such
Security (or, in the case of redemption, on or after the Redemption Date, or,
in the case of repayment at the option of the Holder, on or after the Repayment
Date).


 


Section 5.15.          Waiver of Stay or Extension
Laws.  The Company covenants (to the extent that it may
lawfully do so) that it will not at any time insist upon, or plead, or in any
manner whatsoever claim or take the benefit or advantage of, any stay or
extension law wherever enacted, now or at any time hereafter in force, which
may affect the covenants or the performance of this Indenture; and the Company
(to the extent that it may lawfully do so) hereby expressly waives all benefit
or advantage of any such law and covenants that it will not hinder, delay or
impede the execution of any power herein granted to the Trustee, but will
suffer and permit the execution of every such power as though no such law had
been enacted.


 


ARTICLE SIX



THE TRUSTEE


 


Section 6.01.          Certain Duties and
Responsibilities.  (a)  Except during the continuance
of an Event of Default with respect to Securities of any series,


 


(1)           the
Trustee undertakes to perform, with respect to Securities of such series, such
duties and only such duties as are specifically set forth in this Indenture,
and no implied covenants or obligations shall be read into this Indenture
against the Trustee; and


 


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


 


(b)           If an Event of Default with respect to Securities of
any series has occurred and is continuing, the Trustee shall exercise, with
respect to Securities of such series, such of the rights and powers vested in
it by this 


 


28

















 


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.


 


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


 


(1)           this
subsection shall not be construed to limit the effect of sub-section (a) of
this Section;


 


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


 


(3)           the
Trustee shall not be liable with respect to any action taken or omitted to be
taken by it in good faith in accordance with the direction of the Holders of a
majority in aggregate principal amount of the Outstanding Securities of any one
or more series, as provided herein, 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; and


 


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


 


(d)           Whether or not therein expressly so provided, every
provision of this Indenture relating to the conduct or affecting the liability
of or affording protection to the Trustee shall be subject to the provisions of
this Section.


 


Section 6.02.          Notice of Defaults.  Within 90 days after the occurrence of any default
hereunder with respect to the Securities of any series, the Trustee shall
transmit by mail to all Holders of Securities of such series entitled to
receive reports pursuant to Section 7.04(3) (and, if Unregistered
Securities of that series are outstanding, shall cause to be published at least
once in an Authorized Newspaper in The City of New York and, if Securities of
that series are listed on any securities exchange outside of the United States,
in the city in which such securities exchange is located) notice of such
default hereunder known to the Trustee, unless such default shall have been
cured or waived; provided, however,
that, except in the case of a default in the payment of the principal of or any
premium or interest on any Security of such series or in the payment of any
sinking fund installment with respect to Securities of such series, the Trustee
shall be protected in withholding such notice if and so long as the board of
directors, the executive committee or a trust committee of directors or
Responsible Officers of the Trustee in good faith determine that the
withholding of such notice is in the interest of the Holders of Securities of
such series; and provided, further, that in the
case of any default of the character specified in Section 5.01(3) with
respect to Securities of such series, no such notice to Holders shall be given
until at least 75 days after the occurrence thereof.  For the purpose of this Section, the term “default” means any event that is, or
after notice or lapse of time or both would become, an Event of Default with
respect to Securities of such series.


 


Section 6.03.          Certain Rights of Trustee.  Subject to the provisions of Section 6.01 and to
the applicable provisions of the Trust Indenture Act:


 


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


 


(b)           any request or direction of the Company mentioned
herein shall be sufficiently evidenced by a Company Request or Company Order,
or as otherwise expressly provided herein, and any resolution of the Board of
Directors may be sufficiently evidenced by a Board Resolution;


 


29

















 


(c)           whenever in the administration of this Indenture the
Trustee shall deem it desirable that a matter be proved or established prior to
taking, suffering or omitting any action hereunder, the Trustee (unless other
evidence be herein specifically prescribed) may, in the absence of bad faith on
its part, rely upon an Officer’s Certificate and such Officer’s Certificate, in
the absence of negligence or bad faith on the part of the Trustee, shall be
full warrant to the Trustee for any action taken, suffered or omitted by it
under the provisions of this Indenture upon the faith thereof;


 


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


 


(e)           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 pursuant to this Indenture, unless such Holders
shall have offered to the Trustee reasonable security or indemnity against the
costs, expenses and liabilities that might be incurred by it in compliance with
such request or direction;


 


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


 


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


 


Section 6.04.          Not Responsible for Recitals or
Issuance of Securities.  The recitals contained herein and in the
Securities, except the Trustee’s certificate of authentication, shall be taken
as the statements of the Company, and the Trustee or any Authenticating Agent
assumes no responsibility for their correctness.  The Trustee makes no representations as to
the validity or sufficiency of this Indenture or of the Securities of any
series or any coupons.  The Trustee or
any Authenticating Agent shall not be accountable for the use or application by
the Company of Securities or the proceeds thereof.  The Trustee shall not be responsible for and
makes no representations as to the Company’s ability or authority to issue the
Unregistered Securities or the lawfulness thereof.


 


Section 6.05.          May Hold Securities.  The Trustee, any Authenticating Agent, any Paying
Agent, any Security Registrar or any other agent of the Company or the Trustee,
in its individual or any other capacity, may become the owner or pledgee of
Securities and, subject to Sections 6.08 and 6.13, may otherwise deal with the
Company with the same rights it would have if it were not Trustee,
Authenticating Agent, Paying Agent, Security Registrar or such other agent.


 


Section 6.06.          Money Held in Trust.  Money held by the Trustee or by any Paying Agent (other
than the Company if the Company shall act as Paying Agent) in trust hereunder
need not be segregated from other funds except to the extent required by law.
Neither the Trustee nor any Paying Agent shall be liable for interest on any
money received by it hereunder except as expressly provided herein or otherwise
agreed with the Company.


 


Section 6.07.          Compensation and Reimbursement. 
The Company agrees


 


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


 


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


 


30

















 


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


 


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


 


Section 6.08.          Disqualification; Conflicting
Interests.  If the Trustee has or acquires any
conflicting interest within the meaning of the Trust Indenture Act with respect
to the Securities of any series, it shall either eliminate such conflicting
interest or resign to the extent, in the manner and with the effect, and
subject to the conditions, provided in the Trust Indenture Act and this
Indenture.  For purposes of Section 310(b)(1) of
the Trust Indenture Act and to the extent permitted thereby, the Trustee, in
its capacity as trustee in respect of the equally ranked and unsecured
Securities of any series, shall not be deemed to have a conflicting interest
arising from its capacity as trustee in respect of the equally ranked and
unsecured Securities of any other series under this Indenture.


 


Section 6.09.          Corporate Trustee Required;
Eligibility.  There shall at all times be a Trustee
hereunder that shall be a Person that is eligible pursuant to the Trust
Indenture Act to act as such, having a combined capital and surplus of at least
$50,000,000, subject to supervision or examination by federal or state
authority and qualified and eligible under this Article, provided
that, neither the Company nor any Affiliate of the Company or any obligor on
the Securities may serve as Trustee of any Securities.  If such corporation publishes reports of
condition at least annually, pursuant to law or to the requirements of said
supervising or examining authority, then for the purposes of this Section, the
combined capital and surplus of such corporation shall be deemed to be its
combined capital and surplus as set forth in its most recent report of
condition so published.  If at any time
the Trustee ceases to be eligible in accordance with the provisions of this
Section, it shall resign immediately in the manner and with the effect
hereinafter specified in this Article.


 


Section 6.10.          Resignation and Removal;
Appointment of Successor.  (a)  No resignation or removal of
the Trustee and no appointment of a successor Trustee pursuant to this Article shall
become effective until the acceptance of appointment by the successor Trustee
in accordance with the applicable requirements of Section 6.11.


 


(b)           The Trustee may resign at any time with respect to the
Securities of one or more series by giving written notice thereof to the
Company.  If the instrument of acceptance
by a successor Trustee required by Section 6.11 has not been delivered to
the Trustee within 30 days after the giving of such notice of resignation, the
resigning Trustee may petition any court of competent jurisdiction for the
appointment of a successor Trustee with respect to the Securities of such
series.


 


(c)           The Company may at any time by a Board Resolution
remove the Trustee with respect to the Securities of any or all series.


 


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


 


(e)           If at any time:


 


(1)           the Trustee fails to comply with Section 6.08
with respect to the Securities of any series, after written request therefor by
the Company or by any Holder who has been a bona fide Holder of a Security of
such series for at least six months, or


 


(2)           the Trustee ceases to be eligible under Section 6.09
and fails to resign after written request therefor by the Company or by any
such Holder, or


 


31

















 


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


 


then, in any
such case, subject to Section 5.14, any Holder who has been a bona fide
Holder of a Security for at least six months may, on behalf of himself and all
others similarly situated, petition any court of competent jurisdiction for the
removal of the Trustee with respect to all Securities and the appointment of a
successor Trustee or Trustees.


 


(f)            If the Trustee resigns, is removed or becomes
incapable of acting, or if a vacancy shall occur in the office of Trustee for
any cause, with respect to the Securities of one or more series, the Company,
by a Board Resolution, shall promptly appoint a successor Trustee or Trustees
with respect to the Securities of that or those series (it being understood
that any such successor Trustee may be appointed with respect to the Securities
of one or more or all of such series and that at any time there shall be only
one Trustee with respect to the Securities of any particular series) and shall
comply with the applicable requirements of Section 6.11.  If, within one year after such resignation,
removal or incapability, or the occurrence of such vacancy, a successor Trustee
with respect to the Securities of any series is appointed by Act of the Holders
of a majority in aggregate principal amount of the Outstanding Securities of
such series delivered to the Company and the retiring Trustee, the successor
Trustee so appointed shall, forthwith upon its acceptance of such appointment
in accordance with the applicable requirements of Section 6.11, become the
successor Trustee with respect to the Securities of such series and to that
extent supersede the successor Trustee appointed by the Company.  If no successor Trustee with respect to the
Securities of any series has been so appointed by the Company or the Holders
and accepted appointment in the manner required by Section 6.11, any
Holder who has been a bona fide Holder of a Security of such series for at
least six months may, subject to Section 5.14, on behalf of himself and
all others similarly situated, petition any court of competent jurisdiction for
the appointment of a successor Trustee with respect to the Securities of such
series.


 


(g)           The Company shall give notice of each resignation and
each removal of the Trustee with respect to the Securities of any series and
each appointment of a successor Trustee with respect to the Securities of any
series by mailing written notice of such event by first-class mail, postage
prepaid, to all Holders of Securities of such series entitled to receive
reports pursuant to Section 7.04(3) and, if any Unregistered
Securities are outstanding, by publishing notice of such event once in an
Authorized Newspaper in The City of New York and, if any Unregistered
Securities are listed on any securities exchange outside of the United States,
in the city in which such securities exchange is located.  Each notice shall include the name of the
successor Trustee with respect to the Securities of such series and the address
of its Corporate Trust Office.


 


(h)           All provisions of this Section except subparagraph
(d) shall apply also to any Paying Agent located outside the United States
and its possessions.


 


Section 6.11.          Acceptance of Appointment by
Successor.  (a)  In case of the appointment
hereunder of a successor Trustee with respect to the Securities of all series,
every such successor Trustee so appointed shall execute, acknowledge and
deliver to the Company and to the retiring Trustee an instrument accepting such
appointment, and thereupon the resignation or removal of the retiring Trustee
shall become effective and such successor Trustee, without any further act,
deed or conveyance, shall become vested with all the rights, powers, trusts and
duties of the retiring Trustee; but, on the request of the Company or the
successor Trustee, such retiring Trustee shall, upon payment of its charges,
execute and deliver an instrument transferring to such successor Trustee all
the rights, powers and trusts of the retiring Trustee and shall duly assign,
transfer and deliver to such successor Trustee all property and money held by
such retiring Trustee hereunder.


 


(b)           In case of the appointment hereunder of a successor
Trustee with respect to the Securities of one or more (but not all) series, the
Company, the retiring Trustee and each successor Trustee with respect to the
Securities of one or more series shall execute and deliver an indenture
supplemental hereto wherein each successor Trustee shall accept such
appointment and which (1) shall contain such provisions as shall be
necessary or desirable to transfer and confirm to, and to vest in, each
successor Trustee all the rights, powers, trusts and duties of the retiring
Trustee with respect to the Securities of that or those series to which the
appointment of such successor Trustee relates, (2) if the retiring Trustee
is not retiring with respect to all Securities, shall contain such provisions
as shall be deemed necessary or desirable to confirm that all the rights,
powers, trusts and duties of the retiring Trustee with respect to the
Securities of that or those series as to which the retiring Trustee is not
retiring shall continue to be 


 


32

















 


vested in the
retiring Trustee, and (3) shall add to or change any of the provisions of
this Indenture as shall be necessary to provide for or facilitate the
administration of the trusts hereunder by more than one Trustee, it being
understood that nothing herein or in such supplemental indenture shall
constitute such Trustees co-trustees of the same trust and that each such Trustee
shall be trustee of a trust or trusts hereunder separate and apart from any
trust or trusts hereunder administered by any other such Trustee; and upon the
execution and delivery of such supplemental indenture the resignation or
removal of the retiring Trustee shall become effective to the extent provided
therein and each such successor Trustee, without any further act, deed or
conveyance, shall become vested with all the rights, powers, trusts and duties
of the retiring Trustee with respect to the Securities of that or those series
to which the appointment of such successor Trustee relates; but, on request of
the Company or any successor Trustee, such retiring Trustee shall duly assign,
transfer and deliver to such successor Trustee, all property and money held by
such retiring Trustee hereunder with respect to the Securities of that or those
series to which the appointment of such successor Trustee relates.


 


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


 


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


 


Section 6.12.          Merger, Conversion, Consolidation
or Succession to Business.  Any corporation into which the Trustee
may be merged or converted or with which it may be consolidated, or any
corporation resulting from any merger, conversion or consolidation to which the
Trustee shall be a party, or any corporation succeeding to all or substantially
all the corporate trust business of the Trustee, shall be the successor of the
Trustee hereunder, provided such
corporation shall be otherwise qualified and eligible under this Article,
without the execution or filing of any paper or any further act on the part of
any of the parties hereto.  In case any
Securities shall have been authenticated, but not delivered, by the Trustee
then in office, any successor by merger, conversion or consolidation to such
authenticating Trustee may adopt such authentication and deliver the Securities
so authenticated with the same effect as if such successor Trustee had itself
authenticated such Securities.  In case
any Securities shall not have been authenticated by such predecessor Trustee,
any such successor Trustee may authenticate and deliver such Securities, in
either its own name or that of its predecessor Trustee, with the full force and
effect which this Indenture provides for the certificate of authentication of
the Trustee.


 


Section 6.13.          Preferential Collection of Claims
Against Company.  The Trustee shall comply with Trust Indenture
Act § 311(a), excluding any creditor relationship listed in Trust Indenture Act
§ 311(b).  A Trustee who has resigned or
been removed shall be subject to Trust Indenture Act § 311(a) to the
extent indicated therein.


 


Section 6.14.          Appointment of Authenticating
Agent.  (a)  At any time when any of the Securities
remain Outstanding the Trustee may appoint an Authenticating Agent or Agents
(which may include any Person that owns, directly or indirectly, all of the
capital stock of the Trustee or a corporation that is a wholly-owned subsidiary
of the Trustee or of such other Person) with respect to one or more series of
Securities, or any Tranche thereof, that shall be authorized to act on behalf
of the Trustee to authenticate Securities of such series or Tranche issued upon
original issuance, exchange, registration of transfer or partial redemption
thereof or pursuant to Section 3.06, and Securities so authenticated shall
be entitled to the benefits of this Indenture and shall be valid and obligatory
for all purposes as if authenticated by the Trustee hereunder. If any
Unregistered Securities are outstanding, the Trustee shall publish notice of
such event once in an Authorized Newspaper in The City of New York and, if any
Unregistered Securities are listed on any securities exchange outside of the
United States, in the city in which such securities exchange is located.  Wherever reference is made in this Indenture
to the authentication and delivery of Securities by the Trustee or the Trustee’s
certificate of authentication, such reference shall be deemed to include
authentication and delivery on behalf of the Trustee by an Authenticating Agent
and a certificate of authentication executed on behalf of the Trustee by an
Authenticating Agent.  Each Authenticating
Agent shall be acceptable to the Company and shall at all times be a
corporation organized and doing business under the laws of the United States of
America, any state thereof or the District of Columbia, authorized under such
laws to act as Authenticating Agent, having a combined capital and surplus of
not less than $50,000,000 and subject to supervision or examination by federal
or state authority in the United States. 
If such Authenticating Agent publishes reports of condition at least
annually, pursuant to law or to the requirements of said supervising or
examining authority, then for the purposes of this 


 


33

















 


Section, the combined capital and surplus of such
Authenticating Agent shall be deemed to be its combined capital and surplus as
set forth in its most recent report of condition so published.  If at any time an Authenticating Agent ceases
to be eligible in accordance with the provisions of this Section, such Authenticating
Agent shall resign immediately in the manner and with the effect specified in
this Section.


 


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


 


(c)           An Authenticating Agent may resign with respect to one
or more series of Securities at any time by giving written notice thereof to
the Trustee and to the Company.  The
Trustee may at any time terminate the agency of an Authenticating Agent with
respect to one or more series of Securities by giving written notice thereof to
such Authenticating Agent and to the Company. Upon receiving such a notice of
resignation or upon such a termination, or in case at any time such
Authenticating Agent ceases to be eligible in accordance with the provisions of
this Section, the Trustee may appoint a successor Authenticating Agent that is
acceptable to the Company and shall provide notice of such appointment to all
Holders of Securities of the series or Tranche with respect to which such
Authenticating Agent will serve, as provided in paragraph (a) of this
Section.  Any successor Authenticating
Agent upon acceptance of its appointment hereunder shall become vested with all
the rights, powers and duties of its predecessor hereunder, with like effect as
if originally named as an Authenticating Agent. 
No successor Authenticating Agent shall be appointed unless eligible
under the provisions of this Section.  An
Authenticating Agent appointed pursuant to this Section shall be entitled
to rely on Sections 1.11, 3.08, 6.04 and 6.05 hereunder.


 


(d)           The Trustee agrees to pay to each Authenticating Agent
from time to time reasonable compensation for its services under this Section,
and the Trustee shall be entitled to be reimbursed for such payments, subject
to the provisions of Section 6.07.


 


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


 


This
is one of the Securities of the series designated pursuant to and issued under
the within-mentioned Indenture.


 


	
   

  	
   

  	
  [                          ]

  
	
   

  	
   

  	
      As Trustee

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By

  	
   

  
	
   

  	
   

  	
   

  	
  As Authenticating Agent on behalf of the
  Trustee

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By

  	
   

  
	
   

  	
   

  	
   

  	
  Authorized Officer of Authenticating Agent

  
	
   

  	
   

  	
   

  
	
  Dated:

  	
   

  	
   

  	
   

  
					



 


(f)            If all of the Securities of a series may not be
originally issued at one time, and if the Trustee does not have an office
capable of authenticating Securities upon original issuance located in a Place
of Payment where the Company wishes to have Securities of such series
authenticated upon original issuance, the Trustee, if so requested by the
Company in writing (which writing need not comply with Section 1.02 and
need not be accompanied by an Opinion of Counsel), shall appoint, in accordance
with this Section and in accordance with such procedures as shall be
acceptable to the Trustee, an Authenticating Agent (which, if so requested by
the Company, 


 


34

















 


may be an
Affiliate of the Company) having an office in a Place of Payment designated by
the Company with respect to such series of Securities.


 


ARTICLE SEVEN



HOLDERS’ LISTS AND REPORTS BY TRUSTEE AND COMPANY


 


Section 7.01.          Company to Furnish Trustee Names
and Addresses of Holders.  The Company will furnish or cause to be
furnished to the Trustee:


 


(a)           semi-annually, not later than the 15th day after each
Regular Record Date for each series of Registered Securities at the time
Outstanding or on June 30 and December 31 of each year with respect
to each series of Securities for which there are no Regular Record Dates, a
list, in such form as the Trustee may reasonably require, containing all the
information in the possession or control of the Company, or any of its Paying
Agents other than the Trustee, of the names and addresses of the Holders of
Registered Securities of such series, including Holders of interests in Global
Securities, as of such preceding Regular Record Date or on June 15 or December 15,
as the case may be, or, in the case of a series of non-interest bearing
Securities, on a date to be determined as contemplated pursuant to Section 3.01(b),
and


 


(b)           at such other times as the Trustee may request in
writing, within 30 days after the receipt by the Company of any such request, a
list of similar form and content as of a date not more than 15 days prior to
the time such list is furnished; excluding
from any such list names and addresses received by the Trustee in its capacity
as Security Registrar for Registered Securities other than Global Securities.


 


Section 7.02.          Preservation of Information;
Communications to Holders.  (a)  The Trustee shall preserve, in
as current a form as is reasonably practicable, the names and addresses of
Holders of Registered Securities contained in the most recent list furnished to
the Trustee as provided in Section 7.01 and the names and addresses of
Holders of Registered Securities received by the Trustee in its capacity as
Security Registrar or Paying Agent.  The
Trustee may destroy any list furnished to it as provided in Section 7.01
upon receipt of a new list so furnished.


 


(b)           If three or more Holders (herein referred to as “applicants”)
apply in writing to the Trustee, and furnish to the Trustee reasonable proof
that each such applicant has owned a Security for a period of at least six
months preceding the date of such application, and such application states that
the applicants desire to communicate with other Holders with respect to their
rights under this Indenture or under the Securities and is accompanied by a
copy of the form of proxy or other communication that such applicants propose
to transmit, then the Trustee shall, within five business days after the
receipt of such application, at its election, either


 


(1)           afford such applicants
access to the information preserved at the time by the Trustee in accordance
with Section 7.02(a), or


 


(2)           inform such applicants as
to the approximate number of Holders whose names and addresses appear in the
information preserved at the time by the Trustee in accordance with Section 7.02(a),
and as to the approximate cost of mailing to such Holders the form of proxy or
other communication, if any, specified in such application.


 


If the
Trustee elects not to afford such applicants access to such information, the
Trustee shall, upon the written request of such applicants, mail to each Holder
whose name and address appear in the information preserved at the time by the
Trustee in accordance with Section 7.02(a) a copy of the form of
proxy or other communication that is specified in such request, with reasonable
promptness after a tender to the Trustee by the applicants of the material to
be mailed and of payment, or provision for the payment, of the reasonable
expenses of mailing, unless within five days after such tender the Trustee
shall mail to such applicants and file with the Commission, together with a
copy of the material to be mailed, a written statement to the effect that, in
the opinion of the Trustee, such mailing would be contrary to the best interest
of the Holders or would be in violation of applicable law.  Such written statement shall specify the
basis of such opinion.  If the
Commission, after opportunity for a hearing upon 


 


35

















 


the objections specified in the written statement so
filed, enters an order refusing to sustain any of such objections or if, after
the entry of an order sustaining one or more of such objections, the Commission
finds, after notice and opportunity for hearing, that all the objections so
sustained have been met and enters an order so declaring, the Trustee shall
mail copies of such material to all such Holders with reasonable promptness
after the entry of such order and the renewal of such tender by such
applicants; otherwise the Trustee shall be relieved of any obligation or duty
to such applicants respecting their application.


 


(c)           Every Holder of Securities or coupons, by receiving
and holding the same, agrees with the Company and the Trustee that neither the
Company nor the Trustee nor any agent of either of them shall be held
accountable by reason of the disclosure of any such information as to the names
and addresses of the Holders in accordance with Section 7.02(b),
regardless of the source from which such information was derived, and that the
Trustee shall not be held accountable by reason of mailing any material
pursuant to a request made under Section 7.02(b).


 


Section 7.03.          Reports by Trustee.  (a)  The Trustee shall transmit to Holders such
reports concerning the Trustee and its actions under this Indenture as may be
required pursuant to the Trust Indenture Act at the times and in the manner
provided pursuant thereto.


 


(b)           Reports so required to be transmitted at stated
intervals of not more than 12 months shall be transmitted no later than July 1
in each calendar year, commencing with the first July 1 after the first
issuance of Securities pursuant to this Indenture.


 


(c)           A copy of each such report shall, at the time of such
transmission to Holders, be filed by the Trustee with each securities exchange
upon which any Securities are listed, with the Commission and with the Company.
The Company will notify the Trustee in writing when any Securities are listed
on any securities exchange.


 


Section 7.04.          Reports by Company. 
The Company shall:


 


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


 


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


 


(3)           transmit by mail to all Holders of Registered
Securities, as their names and addresses appear in the Security Register, to
such Holders of Unregistered Securities as have, within the two years preceding
such transmission, filed their names and addresses with the Trustee for that
purpose and to each Holder whose name and address is then preserved on the
Trustee’s list pursuant to the first sentence of Section 7.02(a), within
30 days after the filing thereof with the Trustee, such summaries of any
information, documents and reports required to be filed by the Company pursuant
to paragraphs (1) and (2) of this Section as may be required by rules and
regulations prescribed from time to time by the Commission.


 


36














 


ARTICLE EIGHT



CONSOLIDATION, MERGER, CONVEYANCE OR TRANSFER


 


Section 8.01.          Company May Consolidate,
Etc. Only on Certain Terms.  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 (other than to one or more of the
Company’s wholly-owned subsidiaries), unless:


 


(1)           either (x) the Company shall be the continuing
corporation or the successor corporation or (y) the Person formed by such
consolidation or into which the Company is merged or the Person that acquires
by conveyance, transfer or lease the properties and assets of the Company
substantially as an entirety shall be a Person organized and existing under the
laws of the United States of America, any State thereof or the District of
Columbia and shall expressly assume, by an indenture supplemental hereto,
executed and delivered to the Trustee, in form satisfactory to the Trustee, the
due and punctual payment of the principal of and any premium and interest on
all the Outstanding Securities and the performance of every covenant and
obligation of this Indenture on the part of the Company to be performed or
observed;


 


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


 


(3)           if
the Company is not the continuing or successor corporation, the Company has
delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel,
each stating that such consolidation, merger, conveyance, transfer or lease and
such supplemental indenture comply with this Article and that all
conditions precedent herein provided for relating to such transaction have been
met.


 


Section 8.02.          Successor Substituted for the
Company.  Upon any consolidation or merger or any conveyance,
transfer or lease of all or substantially all the properties and assets of the
Company in accordance with Section 8.01, the successor Person formed by
such consolidation or into which the Company is merged or to which such
conveyance, transfer or lease is made shall succeed to, and be substituted for,
and may exercise every right and power of, the Company under this Indenture
with the same effect as if such successor Person had been named as the Company
herein and thereafter, in the case of a conveyance, transfer or lease of
properties and assets of the Company substantially as an entirety, such
conveyance, transfer or lease shall have the effect of releasing the Person
named as the “Company” in the first paragraph of this instrument or any
successor Person that shall theretofore have become such in the manner
prescribed in this Article from its liability as obligor and maker on any
of the Securities.


 


ARTICLE NINE



SUPPLEMENTAL INDENTURES


 


Section 9.01.          Supplemental Indentures Without
Consent of Holders.  (a)  Without the consent of any
Holders, the Company and the Trustee, at any time and from time to time, may
enter into one or more indentures supplemental hereto, in form satisfactory to
the Trustee, for any of the following purposes:


 


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


 


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


 


(3)           to add any additional Events of Default with respect
to all or any series of Securities Outstanding hereunder; or


 


37

















 


(4)           to add to or change any of the provisions of this
Indenture to such extent as shall be necessary to permit or facilitate the
issuance of Securities in bearer form, registrable or not registrable as to
principal, and with or without interest coupons; or


 


(5)           to change or eliminate any of the provisions of this
Indenture, or to add any new provision to this Indenture, in respect of one or
more series of Securities; provided,
however, that any such change,
elimination or addition (A) shall neither (i) apply to any Security
Outstanding on the date of such indenture supplemental hereto nor (ii) modify
the rights of the Holder of any such Security Outstanding with respect to such
provision in effect prior to the date of such indenture supplemental hereto or (B) shall
become effective only when no Security of such series remains Outstanding; or


 


(6)           to add guarantees or collateral security with respect
to the Securities of any series; or


 


(7)           to establish for the issuance of and establish the
form or terms and conditions of Securities of any series or Tranche thereof as
permitted by Section 3.01(b), and to establish the form of any
certificates required to be furnished pursuant to the terms of this Indenture
or any series of Securities; or


 


(8)           to provide for uncertificated Securities in addition
to or in place of all, or any series or Tranche of, certificated Securities; or


 


(9)           to
evidence and provide for the acceptance of appointment hereunder by a separate
or successor Trustee or co-trustee with respect to the Securities of one or
more series and to add to or change any of the provisions of this Indenture as
shall be necessary to provide for or facilitate the administration of the
trusts hereunder by more than one Trustee, pursuant to the requirements of Section 6.11(b);
or


 


(10)         to change any place or places where (a) the
principal of or premium, if any, or interest, if any, on all or any series of
Securities, or any Tranche thereof, shall be payable, (b) all or any
series of Securities, or any Tranche thereof, may be surrendered for
registration or transfer, (c) all or any series of Securities, or any
Tranche thereof, may be surrendered for exchange and (d) notices and
demands to or upon the Company in respect of all or any series of Securities,
or any Tranche thereof, and this Indenture may be served;


 


(11)         to supplement any of the provisions of this Indenture
to such extent as shall be necessary to permit or facilitate the defeasance and
discharge of any series of Securities, or any Tranche thereof, pursuant to Article Four,
provided that any such action shall not adversely affect the interests of the
Holders of Securities of such series or Tranche or any other series of
Securities in any material respect;


 


(12)         (i) to cure any ambiguity or omission or to
correct or supplement any provision contained herein or in any supplemental
indenture that may be defective or inconsistent with any other provision
contained herein or in any supplemental indenture or (ii) to conform the
terms of any series of Securities, or Tranche thereof, to the description
thereof in the prospectus and prospectus supplement (or similar offering
document) offering such series of Securities, or Tranche thereof; or


 


(13)         to make any other provisions with respect to matters
or questions arising under this Indenture, provided
such action shall not adversely affect the interests of the Holders of any
Securities of any series or Tranche Outstanding on the date of such indenture
supplemental hereto in any material respect.


 


Without
limiting the generality of the foregoing, if the Trust Indenture Act as in
effect at the date of the execution and delivery of this Indenture or at any
time thereafter becomes amended and


 


(x)            if any such amendment requires one or
more changes to any provisions hereof or the inclusion herein of any additional
provisions, or by operation of law is deemed to effect such changes or
incorporate such provisions by reference or otherwise, this Indenture shall be
deemed to have been amended so as to conform to such amendment to the Trust
Indenture Act, and the Company and the Trustee may, without the consent of any
Holders, enter into an indenture supplemental hereto to effect or evidence such
changes or additional provisions; or


 


38

















 


(y)           if any such amendment permits one or more
changes to, or the elimination of, any provisions hereof that, at the date
hereof or at any time thereafter, are required by the Trust Indenture Act to be
contained herein (or if it is no longer required by the Trust Indenture Act for
the Indenture to contain one or more provisions), this Indenture shall be
deemed to have been amended to effect such changes or elimination, and the
Company and the Trustee may, without the consent of any Holders, enter into an
indenture supplemental hereto to evidence such amendment hereof; or


 


(z)            if, by reason of any such amendment, it
shall be no longer necessary for this Indenture to contain one or more
provisions that, at the date of the execution and delivery hereof, are required
by the Trust Indenture Act to be contained herein, the Company and the Trustee
may, without the consent of any Holders, enter into an indenture supplemental
hereto to effect the elimination of such provisions.


 


Section 9.02.          Supplemental Indentures With
Consent of Holders.  (a)  Except as set forth in
paragraph (b) below, with the consent of the Holders of not less than a
majority in aggregate principal amount of the Outstanding Securities of each
series affected (voting as one class) by such supplemental indenture, by Act of
said Holders delivered to the Company and the Trustee, the Company, when
authorized by a resolution of its Board of Directors (which resolution may
provide general terms or parameters for such action and may provide that the
specific terms of such action may be determined in accordance with or pursuant
to a Company Order), and the Trustee may, from time to time and at any time,
enter into an indenture or indentures supplemental hereto for the purpose of
adding any provisions to or changing in any manner or eliminating any of the
provisions of this Indenture or of any supplemental indenture or of modifying
in any manner the rights of the Holders of the Securities of each such series
or of the Coupons appertaining to such Securities or of modifying in any manner
the rights of the Holders of Securities of such series under this Indenture; provided, however, that if there are Securities of more than
one series of equal ranking Outstanding hereunder and if a proposed
supplemental indenture shall directly affect the rights of the Holders of
Securities of one or more, but less than all, of such series, then the consent
only of the Holders of not less than a majority in aggregate principal amount
of the Outstanding Securities of all series so directly affected, considered as
one class, shall be required.


 


(b)           No such supplemental indenture shall, without the
consent of the Holder of each Outstanding Security affected thereby,


 


(1)           change the Stated Maturity of the
principal of, or any installment of principal of or interest on, any Security,
or reduce the principal amount or premium, if any, thereof or the rate of
interest thereon (or the amount of any installment of interest thereon) or any
premium payable upon the redemption thereof, or change the method of
calculating the rate of interest thereon, or reduce the amount of the principal
of an Original Issue Discount Security that would be due and payable upon a
declaration of acceleration of the Maturity thereof pursuant to Section 5.02,
or change the coin or currency (or other property) in which, any Security or
any premium or the interest thereon is payable, or impair the right to
institute suit for the enforcement of any such payment on or after the Stated
Maturity thereof (or, in the case of redemption, on or after the Redemption
Date, or, in the case of repayment at the option of the Holders, on or after
the Repayment Date), or modify any provisions of this Indenture with respect to
the conversion or exchange of the Securities into Securities of another series
or into any other debt or equity securities in a manner adverse to the Holders,
or


 


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


 


(3)           modify any of the provisions of this
Section, Section 5.13 or Section 10.06, except to increase any such
percentage or to provide that certain other provisions of this Indenture cannot
be modified or waived without the consent of the Holder of each Outstanding
Security affected thereby, provided,
however, that this clause shall
not be deemed to require the consent of any Holder with respect to changes in
the references to “the Trustee” and concomitant changes in this Section and
Section 10.06, or the deletion of this proviso, in accordance with the
requirements of Sections 6.11(b) and 9.01(9).


 


39

















 


A
supplemental indenture that changes or eliminates any covenant or other
provision of this Indenture that has expressly been included solely for the
benefit of one or more particular series of Securities, or that modifies the
rights of the Holders of Securities of such series with respect to such
covenant or other provision, shall be deemed not to affect the rights under
this Indenture of the Holders of Securities of any other series.


 


It
shall not be necessary for any Act of Holders under this Section to
approve the particular form of any proposed supplemental indenture, but it
shall be sufficient if such Act shall approve the substance thereof.  A waiver by a Holder of such Holder’s rights
to consent under this Section shall be deemed to be a consent of such
Holder.


 


Section 9.03.          Execution of Supplemental
Indentures.  In executing, or accepting the additional
trusts created by, any supplemental indenture permitted by this Article or
the modifications thereby of the trusts created by this Indenture, the Trustee
shall be entitled to receive, and (subject to Section 6.01) shall be fully
protected in relying upon, an Opinion of Counsel stating that the execution of
such supplemental indenture is authorized or permitted by this Indenture.  The Trustee may, but shall not be obligated
to, enter into any such supplemental indenture that affects the Trustee’s own
rights, duties or immunities under this Indenture or otherwise.


 


Section 9.04.          Effect of Supplemental
Indentures.  Upon the execution of any supplemental
indenture under this Article, this Indenture shall be modified in accordance
therewith, and such supplemental indenture shall form a part of this Indenture
for all purposes; and every Holder of Securities theretofore or thereafter
authenticated and delivered hereunder shall be bound thereby.  Any supplemental indenture permitted by this Article may
restate this Indenture in its entirety, and, upon the execution and delivery
thereof, any such restatement shall supersede this Indenture as theretofore in
effect for all purposes.


 


Section 9.05.          Conformity With Trust Indenture
Act.  Every supplemental indenture executed pursuant to this
Article shall conform to the requirements of the Trust Indenture Act as
then in effect.


 


Section 9.06.          Reference in Securities to
Supplemental Indentures.  Securities of any series, or any Tranche
thereof, authenticated and delivered after the execution of any supplemental
indenture pursuant to this Article may, and shall if required by the
Trustee, bear a notation in form approved by the Trustee as to any matter
provided for in such supplemental indenture. 
If the Company so determines, new Securities of any series, or any
Tranche thereof, and any appertaining coupons so modified as to conform, in the
opinion of the Trustee and the Company, to any such supplemental indenture may
be prepared and executed by the Company and authenticated and delivered by the
Trustee in exchange for Outstanding Securities of such series or Tranche and
any appertaining coupons.


 


Section 9.07.          Revocation and Effect of
Consents.  Until an amendment or 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 on which the Trustee
receives an Officer’s Certificate certifying that the Holders of the requisite
principal amount of Securities have consented to the amendment or waiver. After
an amendment or waiver becomes effective, it shall bind every Holder of each
series of Securities affected by such amendment or waiver.


 


The
Company may, but shall not be obligated to, fix a record date for the purpose
of determining the Holders entitled to consent to any amendment or waiver.  If a record date is fixed, then
notwithstanding the provisions of the immediately preceding paragraph, those
persons who were Holders at such record date (or their duly designated
proxies), and only those persons, shall be entitled to consent to such
amendment or waiver or to revoke any consent previously given, whether or not
such persons continue to be Holders after such record date.


 


After
an amendment or waiver becomes effective it shall bind every Holder, unless it
is of the type described in any of clauses (1) through (3) of Section 9.02(b).  In such case, the amendment or waiver shall
bind each Holder of a Security who has consented to it and every subsequent
Holder of a Security that evidences the same debt as the consenting Holder’s
Security.


 


40

















 


Section 9.08.          Modification Without Supplemental
Indenture.  If the terms of any particular series of
Securities have been established in a Board Resolution or an Officer’s
Certificate as contemplated by Section 3.01, and not in an indenture
supplemental hereto, additions to, changes in or the elimination of any of such
terms may be effected by means of a supplemental Board Resolution or Officer’s
Certificate, as the case may be, delivered to, and accepted by, the Trustee; provided, however, that such supplemental Board Resolution
or Officer’s Certificate shall not be accepted by the Trustee or otherwise be
effective unless all conditions set forth in this Indenture that would be
required to be satisfied if such additions, changes or elimination were
contained in a supplemental indenture shall have been appropriately satisfied.  Upon the acceptance thereof by the Trustee,
any such supplemental Board Resolution or Officer’s Certificate shall be deemed
to be a “supplemental indenture” for purposes of Sections 9.04 and 9.06.


 


ARTICLE TEN



COVENANTS


 


Section 10.01.        Payment of Principal, Premium and
Interest.  (a)  Subject to the following
provisions, the Company will pay to the Trustee the amounts, in such coin or
currency as is at the time legal tender for the payment of public or private
debt, in the manner, at the times and for the purposes set forth herein and in
the text of the Securities for each series, and the Company hereby authorizes
and directs the Trustee from funds so paid to it to make or cause to be made
payment of the principal of and any premium and interest on the Securities and
coupons of each series as set forth herein and in the text of such Securities
and coupons.  Unless otherwise provided
in the Securities of a series, the Trustee will arrange directly with any
Paying Agents for the payment, or the Trustee will make payment, from funds
furnished by the Company, of the principal of and any premium and interest, on
the Securities and coupons of each series by check or draft.


 


(b)           Unless otherwise provided in the Securities of a
series, interest, if any, on Registered Securities of a series shall be paid by
check or draft on each Interest Payment Date for such series to the Holder
thereof at the close of business on the Regular Record Date specified in the
Securities of such series; provided,
however, that interest payable at
Maturity will be paid to the Person to whom principal is payable.  The Company may pay such interest by check or
draft mailed to such Holder’s address as it appears on the register for
Securities of such series.  Unless
otherwise provided in the Securities of a series, principal of Registered
Securities shall be payable by check or draft and only against presentation and
surrender of such Registered Securities at the office of the Paying Agent,
unless the Company shall have otherwise instructed the Trustee in writing.


 


(c)           Unless otherwise provided in the Securities of a
series, (i) interest, if any, on Unregistered Securities shall be paid by
check or draft and only against presentation and surrender of the coupons for
such interest installments as are evidenced thereby as they mature and (ii) original
issue discount (as defined in Section 1273 of the Code), if any, on
Unregistered Securities shall be paid by check or draft and only against
presentation and surrender of such Securities, in either case at the office of
a Paying Agent located outside of the United States and its possessions, unless
the Company has otherwise instructed the Trustee in an Officer’s
Certificate.  Unless otherwise provided
in the Securities of a series, principal of and premium, if any, of
Unregistered Securities shall be paid by check or draft and only against
presentation and surrender of such Securities as provided in the Securities of
a series.  If at the time a payment of
principal of and premium, if any, or interest, if any, or original issue
discount, if any, on an Unregistered Security or coupon becomes due and the
payment of the full amount so payable at the office or offices of all the
Paying Agents outside the United States and its possessions is illegal or
effectively precluded because of the imposition of exchange controls or other
similar restrictions on the payment of such amount in United States currency,
then the Company may instruct the Trustee in an Officer’s Certificate to make
such payments at the office of a Paying Agent located in the United
States.  The Company hereby covenants and
agrees that it shall not so instruct the Trustee with respect to payment in the
United States if such payment would cause such Unregistered Security to be
treated as a “registration-required obligation” under United States law and
regulations.


 


(d)           At the election of the Company, any payments by the
Company provided for in this Indenture or in any of the Securities may be made
by electronic funds transfer.


 


Section 10.02.        Maintenance of Office or
Agency.  (a)  The Company will maintain in each Place of
Payment for any series of Securities, or any Tranche thereof, an office or
agency where Registered Securities, or any 


 


41

















 


Tranche thereof, of that series may be surrendered for
registration of transfer or exchange and a Place of Payment where (subject to
Sections 3.05 and 3.07) Securities may be presented for payment or exchange and
where notices and demands to or upon the Company in respect of the Securities
of that series and this Indenture may be served.  Unless otherwise specified pursuant to Section 3.01(b) with
respect to any such series, the Company shall maintain such offices or agencies
in connection with each series in the Borough of Manhattan, The City of New
York, State of New York.  With respect to
any series of Securities issued in whole or in part as Unregistered Securities,
the Company shall maintain one or more Paying Agents located outside the United
States and its possessions and shall maintain such Paying Agents for a period
of one year after the principal of such Unregistered Securities has become due
and payable.  During any period
thereafter for which it is necessary in order to conform to United States tax
law or regulations, the Company will maintain a Paying Agent outside the United
States and its possessions to which the Unregistered Securities or coupons
appertaining thereto may be presented for payment and will provide the
necessary funds therefor to such Paying Agent upon reasonable notice.  The Security Registrar shall keep a register
with respect to each series of Securities issued in whole or in part as
Registered Securities and to their transfer and exchange.  The Company may appoint one or more
co-Security Registrars acceptable to the Trustee and one or more additional
Paying Agents for each series of Securities, and the Company may terminate the
appointment of any co-Security Registrar or Paying Agent at any time upon
written notice.  The term “Security
Registrar” includes any co-Security Registrar. 
The term “Paying Agent” includes any additional Paying Agent.  The Company shall notify the Trustee of the
name and address of any Agent not a party to this Indenture.  Subject to Section 3.05, if the Company
fails to maintain a Security Registrar or Paying Agent, the Trustee shall act
as such.


 


The Company will give prompt written notice
to the Trustee of the location, and any change in the location, of such office
or agency.  If at any time the Company
fails to maintain any such required office or agency or fails to furnish the
Trustee with the address thereof, such presentations, surrenders, notices and
demands may be made or served at the Corporate Trust Office of the Trustee, and
the Company hereby appoints the Trustee as its agent to receive all such
presentations, surrenders, notices and demands.


 


(b)           The Company may also from time to time designate one
or more other offices or agencies where the Securities of one or more series
may be presented or surrendered for any or all such purposes and may from time
to time rescind such designations; provided,
however, that no such designation
or rescission shall in any manner relieve the Company of its obligation to
maintain an office or agency in each Place of Payment for Securities of any
series for such purposes.  The Company
will give prompt written notice to the Trustee of any such designation or
rescission and of any change in the location of any such other office or
agency.


 


(c)           Anything herein to the contrary notwithstanding, any
office or agency required by this Section may be maintained at any office
of the Company in which event the Company shall perform all functions to be
performed at such office or agency.


 


Section 10.03.        Money for Securities Payments to
Be Held in Trust.  (a)  If the Company at any time acts
as its own Paying Agent with respect to any series of Securities, or any
Tranche thereof, it will, on or before each due date of the principal of or any
premium or interest on any of such Securities, segregate and hold in trust for
the benefit of the Persons entitled thereto a sum sufficient to pay the
principal (and premium, if any) or interest so becoming due until such sums are
paid to such Persons or otherwise disposed of as herein provided and will
promptly notify the Trustee of its action or failure so to act.


 


(b)           Whenever the Company has one or more Paying Agents for
any series of Securities, it will, on or prior to (and if on, then before 11:00 a.m.
(New York City time)) each due date of the principal of and any premium or
interest on such Securities, deposit with a Paying Agent a sum sufficient (in
immediately available funds, if payment is made on the due date) to pay the
principal and any premium and interest so becoming due, such sum to be held in
trust for the benefit of the Persons entitled to such principal, premium or
interest as provided in the Trust Indenture Act and (unless such Paying Agent
is the Trustee) the Company will promptly notify the Trustee of its action or
failure so to act.


 


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


 


42

















 


(i)            comply with the provisions of the Trust
Indenture Act applicable to it as a Paying Agent, and


 


(ii)           during the
continuance of any default by the Company (or any other obligor upon the
Securities of that series) in the making of any payment in respect of the
Securities of that series, upon the written request of the Trustee, forthwith
pay to the Trustee all sums held in trust by such Paying Agent for payment in respect
of the Securities of that series.


 


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


 


(e)           Any money deposited with the Trustee or any Paying
Agent, or received by the Trustee in respect of Eligible Obligations deposited
with the Trustee pursuant to Section 4.01 or 4.04, or then held by the
Company, in trust for the payment of the principal of and any premium or
interest on any Security of any series and remaining unclaimed for two years
(or such shorter period for the return of such funds to the Company under
applicable abandoned property laws) after such principal, premium or interest
has become due and payable shall be paid to the Company on Company Request, or
(if then held by the Company) shall be discharged from such trust; and the
Holder of such Security shall thereafter, as an unsecured general creditor,
look only to the Company for payment thereof, and all liability of the Trustee
or such Paying Agent with respect to such trust money, and all liability of the
Company as trustee thereof, shall thereupon cease.


 


Section 10.04.        Statement as to Compliance.  The Company will deliver to the Trustee, within 120
days after the end of each fiscal year of the Company ending after the date
hereof, a written statement, which need not comply with Section 1.02,
signed by the principal executive officer, the principal financial officer or
the principal accounting officer of the Company stating, as to each signer
thereof stating whether or not to the knowledge of the signers thereof it is in
default in the performance and observance of any of the terms, provisions, and
conditions of this Indenture (without regard to any period of grace or
requirement of notice provided hereunder) and, if it is in default, specifying
all such defaults and the nature and status thereof of which they may have
knowledge.


 


Section 10.05.        Corporate Existence.  Subject to Article Eight, the Company will do or
cause to be done all things necessary to preserve and keep in full force and
effect its corporate existence, rights (charter and statutory) and franchises; provided, however, that the Company shall not be required to
preserve any such right or franchise if, in the judgment of the Company, the
preservation thereof is no longer desirable in the conduct of the business of
the Company.


 


Section 10.06.        Waiver of Certain Covenants.  Except as otherwise specified as contemplated by Section 3.01
for Securities of such series, the Company may, with respect to the Securities
of any series, omit in any particular instance to comply with any term, provision
or condition set forth in (i) any additional covenants or restrictions
specified with respect to the Securities of any series as contemplated by Section 3.01
if before the time for such compliance the Holders of not less than a majority
in aggregate principal amount (or such larger proportion as may be required in
respect of waiving a past default of any such additional covenant or
restriction) of the Outstanding Securities of all series of equal ranking with
respect to which such covenant or restriction was so specified, considered as
one class, by Act of such Holders, either waive such compliance in such
instance or generally waive compliance with such term, provision or condition
and (ii) Sections 10.02, 10.04, 10.05 and Article Eight if before the
time for such compliance the Holders of at least a majority in principal amount
of Securities of all series of equal ranking Outstanding under this Indenture
by Act of such Holders, either waive such compliance in such instance or
generally waive compliance with such term, provision or condition; but, in the
case of clause (i) or (ii) of this Section, no such waiver shall
extend to or affect such term, provision or condition except to the extent so
expressly waived,  and, until such waiver becomes
effective, the obligations of the Company and the duties of the Trustee in
respect of any such term, provision or condition shall remain in full force and
effect.


 


43

















 


ARTICLE ELEVEN



REDEMPTION OF SECURITIES


 


Section 11.01.        Applicability of Article.  Securities of any series that are redeemable before
their Stated Maturity (or, if the principal of the Securities of any series is
payable in installments, the Stated Maturity of the final installment of the
principal thereof) shall be redeemable in accordance with their terms and
(except as otherwise specified as contemplated by Section 3.01(b) for
Securities of any series) in accordance with this Article.


 


Section 11.02.        Election to Redeem; Notice to
Trustee.  The election of the Company to redeem any Securities
shall be evidenced by a Board Resolution or an Officer’s Certificate.  In case of any redemption at the election of
the Company of less than all the Securities of any series, the Company shall,
at least 45 days prior to the Redemption Date fixed by the Company (unless a
shorter notice is satisfactory to the Trustee in its sole discretion), notify
the Trustee of such Redemption Date and of the principal amount of Securities
of such series to be redeemed.  In the
case of any redemption of Securities (a) prior to the expiration of any
restriction on such redemption provided in the terms of such Securities or
elsewhere in this Indenture, or (b) pursuant to an election of the Company
that is subject to a condition specified in the terms of such Securities the
Company shall furnish the Trustee with an Officer’s Certificate evidencing
compliance with such restriction.


 


Section 11.03.        Selection by Trustee of
Securities to Be Redeemed.  If less than all the Securities of any
series are to be redeemed, unless the procedures of the Depositary provide
otherwise, the particular Securities to be redeemed shall be selected by the
Trustee, from the Outstanding Securities of such series not previously called
for redemption, by such method as is provided for any particular series, or, in
the absence of any such provision, by such method as the Trustee deems fair and
appropriate and which may provide for the selection for redemption of portions
(equal to the minimum authorized denomination for Securities of that series or
any integral multiple thereof) of the principal amount of Securities of such
series of a denomination larger than the minimum authorized denomination for
Securities of that series; provided, however, that if, as indicated in an Officer’s Certificate,
the Company has offered to purchase all or any principal amount of the
Securities then Outstanding of any series, and less than all of such Securities
as to which such offer was made have been tendered to the Company for such purchase,
the Trustee, if so directed by Company Order, shall select for redemption all
or any principal amount of such Securities that have not been so tendered.


 


The
Trustee shall promptly notify the Company and the Security Registrar in writing
of the Securities selected for redemption and, in the case of any Securities
selected for partial redemption, the principal amount thereof to be redeemed
and the method it has chosen for the selection of such Securities.


 


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


 


Section 11.04.        Notice of Redemption.  Unless otherwise specified as contemplated by Section 3.01
with respect to any series of Securities, notice of redemption shall be given
by electronic transmission or first-class mail, postage prepaid, mailed not
less than 30 nor more than 60 days prior to the Redemption Date, to each Holder
of Securities to be redeemed, at such Holder’s address appearing in the
Security Register.


 


If
Unregistered Securities are to be redeemed, notice of redemption shall be published
in an Authorized Newspaper in The City of New York and, if such Securities to
be redeemed are listed on any securities exchange outside of the United States,
in the city in which such securities exchange is located, or in such other city
or cities as may be specified in the Securities, once in each of two different
calendar weeks, the first publication to be not less than 30 nor more than 90
days before the redemption date.


 


All
notices of redemption shall state:


 


(1)           the
Redemption Date,


 


44

















 


(2)           the
Redemption Price, or the formula pursuant to which the Redemption Price is to
be determined if the Redemption Price cannot be determined at the time notice
is given,


 


(3)           if
less than all the Outstanding Securities of any series are to be redeemed, the
identification (and, in the case of partial redemption, the principal amounts)
of the particular Securities to be redeemed, and the portion of the principal
amount of any Security to be redeemed in part and, in the case of any such
Security of such series to be redeemed in part, that, on and after the
Redemption Date, upon surrender of such Security, a new Security or Securities
of such series in principal amount equal to the remaining unpaid principal amount
thereof will be issued as provided in Section 11.06,


 


(4)           that
on the Redemption Date the Redemption Price will become due and payable upon
each such Security to be redeemed and, if applicable, that interest thereon
will cease to accrue on and after said date,


 


(5)           the
place or places where such Securities and all unmatured coupons are to be
surrendered for payment of the Redemption Price and accrued interest, if any,


 


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


 


(7)           the
CUSIP, “ISIN” or similar  number(s), if
any, assigned to such Securities; provided
however, that such notice may state that no representation is made
as to the correctness of CUSIP, “ISIN” or similar number(s), and the redemption
of such Securities shall not be affected by any defect in or omission of such
number(s), and


 


(8)           such
other matters as the Company shall deem desirable or appropriate.


 


Unless
otherwise specified with respect to any Securities in accordance with Section 3.01,
with respect to any notice of redemption of Securities at the election of the
Company, unless, upon the giving of such notice, such Securities are deemed to
have been paid in accordance with Section 4.01, such notice may state that
such redemption shall be conditional upon the receipt by the Paying Agent or
Agents for such Securities, on or prior to the date fixed for such redemption,
of money sufficient to pay the principal of and premium, if any, and interest,
if any, on such Securities and that if such money has not been so received such
notice shall be of no force or effect and the Company shall not be required to
redeem such Securities. In the event that such notice of redemption contains
such a condition and such money is not so received, the redemption shall not be
made and within a reasonable time thereafter notice shall be given, in the
manner in which the notice of redemption was given, that such money was not so
received and such redemption was not required to be made, and the Paying Agent
or Agents for the Securities otherwise to have been redeemed shall promptly
return to the Holders thereof any of such Securities that had been surrendered
for payment upon such redemption.


 


Notice
of redemption of Securities to be redeemed at the election of the Company, and
any notice of non-satisfaction of a condition for redemption as aforesaid,
shall be given by the Company or, at the Company’s request, by the Security
Registrar in the name and at the expense of the Company. Notice of mandatory
redemption of Securities shall be given by the Security Registrar in the name
and at the expense of the Company.


 


Section 11.05.        Securities Payable on Redemption
Date.  (a)  Notice of redemption having been given as
aforesaid, and the conditions, if any, set forth in such notice having been
satisfied, the Securities or portions thereof so to be redeemed shall, on the
Redemption Date, become due and payable at the Redemption Price therein
specified, and from and after such date (unless the Company defaults in the
payment of the Redemption Price and accrued interest, if any) such Securities,
or portions thereof, if interest-bearing, shall cease to bear interest.  Upon surrender of any such Security together
with all unmatured coupons for redemption in accordance with said notice, such
Security or portion thereof, if any, shall be paid by the Company at the
Redemption Price, together with accrued interest, if any, to the Redemption
Date but in the case of Unregistered Securities installments of interest due on
or prior to the Redemption Date will be payable to the bearers of the coupons
for such interest by check or draft upon surrender of such coupons; provided, however, 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 


 


45

















 


Securities, registered as such at the close of
business on the relevant Regular Record Dates according to their terms and the
provisions of Section 3.07.


 


(b)           If any Security called for redemption shall not be so
paid upon surrender thereof for redemption, the principal and any premium
shall, until paid, bear interest from the Redemption Date at the rate
prescribed therefor in the Security.


 


Section 11.06.        Securities Redeemed in Part.  Any Security that is to be redeemed only in part shall
be surrendered at a Place of Payment therefor (with, if the Company or the
Trustee so requires, due endorsement by, or a written instrument of transfer in
form satisfactory to the Company and the Trustee duly executed by, the Holder
thereof or his or her attorney duly authorized in writing), and the Company
shall execute, and the Trustee shall authenticate and deliver to the Holder of
such Security without service charge, a new Security or Securities of the same
series, of any authorized denomination as requested by such Holder, and of like
tenor and in aggregate principal amount equal to and in exchange for the
unredeemed portion of the principal of the Security so surrendered.


 


ARTICLE TWELVE



REPAYMENT OF SECURITIES AT OPTION OF HOLDERS


 


Section 12.01.        Applicability of Article.  Securities of any series that are repayable before
their Stated Maturity at the option of the Holders shall be repayable in
accordance with their terms and (except as otherwise specified as contemplated
by Section 3.01 for Securities of any series) in accordance with this
Article.


 


Section 12.02.        Notice of Repayment Date.  Notice of any Repayment Date with respect to
Securities of any series shall be given by the Company not less than 30 nor
more than 45 days prior to such Repayment Date (or at such other times as may
be specified for such repayment or repurchase pursuant to Section 3.01) to
each Holder of Securities of such series in accordance with Section 1.06
(except as otherwise specified as contemplated by Section 3.01 for
Securities of any series).


 


The
notice as to the Repayment Date shall state (unless otherwise specified for
such repayment or repurchase pursuant to Section 3.01):


 


(1)           the
Repayment Date;


 


(2)           the
principal amount of the Securities required to be repaid or repurchased and the
Repayment Price (or the formula pursuant to which the Repayment Price is to be
determined if the Repayment Price cannot be determined at the time the notice
is given);


 


(3)           the
place or places where such Securities are to be surrendered for payment of the
Repayment Price, and accrued interest, if any, and the date by which Securities
must be so surrendered in order to be repaid or repurchased;


 


(4)           that
any Security not tendered or accepted for payment shall continue to accrue
interest;


 


(5)           that,
unless the Company defaults in making such payment or the Paying Agent is
prohibited from paying such money to the Holders on that date pursuant to the
terms of this Indenture, Securities accepted for payment pursuant to any such
offer of repayment or repurchase shall cease to accrue interest after the
Repayment Date;


 


(6)           that
Holders electing to have a Security repaid or purchased pursuant to such offer
may elect to have all or any portion of such Security purchased;


 


(7)           that
Holders electing to have a Security repaid or repurchased pursuant to any such
offer shall be required to surrender the Security, with such customary
documents of surrender and transfer as the Company may 


 


46

















 


reasonably
request, duly completed, or transfer by book-entry transfer, to the Company or
the Paying Agent at the address specified in the notice at least two Business
Days prior to the Repayment Date;


 


(8)           that
Holders shall be entitled to withdraw their election if the Company or the
Paying Agent, as the case may be, receives, not later than the expiration of
the offer to repay or repurchase, a telegram, facsimile transmission or letter
setting forth the name of the Holder, the principal amount of the Security the
Holder delivered for purchase and a statement that such Holder is withdrawing
its election to have such Security purchased;


 


(9)           that,
in the case of a repayment or repurchase of less than all Outstanding
Securities of a series, the method of selection of Securities to be repaid or
repurchased to be applied by the Trustee if the principal amount of properly
tendered Securities exceeds the principal amount of the Securities to be repaid
or repurchased;


 


(10)         that
Holders whose Securities are purchased only in part shall be issued new
Securities of the same series equal in principal amount to the unpurchased
portion of the Securities surrendered (or transferred by book-entry transfer);
and


 


(11)         the
CUSIP or other identification number, if any, printed on the Securities being
repurchased and that no representation is made as to the correctness or
accuracy of the CUSIP or other identification number, if any, listed in such
notice or printed on the Securities.


 


Section 12.03.        Securities Payable on Repayment
Date.  The form of option to elect repurchase or repayment
having been delivered as specified in the form of Security for such series, the
Securities of such series so to be repaid (after application of the method of
selection described pursuant to clause (9) of Section 12.02, if the
principal amount of properly tendered Securities exceeds the principal amount
of the Securities to be repaid or repurchased) shall, on the Repayment Date,
become due and payable at the Repayment Price applicable thereto and from and
after such date (unless the Company defaults in the payment of the Repayment
Price and accrued interest) such Securities shall cease to bear interest.  Upon surrender of any such Security for repayment
in accordance with said notice, such Security shall be paid by the Company at
the Repayment Price together with accrued interest, if any, to the Repayment
Date; provided, however, that if a Security is
repaid or repurchased on or after a Regular Record Date but on or prior to the
Stated Maturity of any installments of interest, then any accrued and unpaid
interest due on such Stated Maturity shall be payable to the Holders of such
Securities, or one or more Predecessor Securities, registered as such at the
close of business on the relevant Regular Record Dates according to their terms
and the provisions of Section 3.07.


 


If any
Security is not paid upon surrender thereof for repayment, the principal (and
premium, if any) shall, until paid, bear interest from the Repayment Date at
the rate prescribed therefor in such Security.


 


Section 12.04.        Securities Repaid in Part.  Any Security that by its terms may be repaid in part
at the option of the Holder and that is to be repaid only in part shall be
surrendered at any office or agency of the Company designated for that purpose
pursuant to Section 10.02 (with, if the Company or the Trustee so
requires, due endorsement by, or a written instrument of transfer in form
satisfactory to the Company and the Trustee duly executed by, the Holder
thereof or his or her attorney duly authorized in writing), and the Company
shall execute, and the Trustee shall authenticate and deliver to the Holder of
such Security without service charge, a new Security or Securities of the same
series, as provided in Section 3.05, of any
authorized denomination as requested by such Holder, in aggregate principal
amount equal to and in exchange for the unrepaid portion of the principal of
the Security so surrendered.


 


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


 


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IN
WITNESS WHEREOF, the parties hereto have caused this Indenture to be duly
executed, and their respective corporate seals to be hereunto affixed and
attested, all as of the date first above written.


 


	
   

  	
  THERAVANCE, INC.

  
	
   

  	
   

  
	
  [CORPORATE SEAL]

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
  Attest:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Secretary

  	
   

  
	
   

  	
   

  
	
   

  	
  [TRUSTEE]

  
	
   

  	
   

  
	
   

  	
  By

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
				



 


48