exv4w05



 





Exhibit 4.05











GUILFORD PHARMACEUTICALS INC.

ISSUER




AND




[   ]

TRUSTEE








INDENTURE




DATED AS OF [ ], [ ]









SUBORDINATED DEBT SECURITIES









 









 








CROSS-REFERENCE
TABLE1




	 	 	 
	Section of Trust Indenture Act of 1939, as Amended	 	Indenture
	310(a) 
	 	7.10
	310(b) 
	 	7.09; 7.11
	310(c) 
	 	Inapplicable
	311(a) 
	 	7.14
	311(b) 
	 	7.14
	311(c) 
	 	Inapplicable
	312(a) 
	 	5.02(a)
	312(b) 
	 	5.02(c)
	312(c) 
	 	Inapplicable
	313(a) 
	 	5.04(a)
	313(b) 
	 	5.04(b)
	313(c) 
	 	5.04(a); 5.04(b)
	313(d) 
	 	5.04(c)
	314(a) 
	 	5.03;4.06
	314(b) 
	 	Inapplicable
	314(c) 
	 	13.07
	314(d) 
	 	Inapplicable
	314(e) 
	 	13.07
	314(f) 
	 	Inapplicable
	315(a) 
	 	7.01(a); 7.03
	315(b) 
	 	7.02
	315(c) 
	 	7.01
	315(d) 
	 	7.01(b)
	315(e) 
	 	6.07; 7.07
	316(a) 
	 	6.06; 8.04
	316(b) 
	 	6.04
	316(c) 
	 	8.01
	317(a) 
	 	6.02
	317(b) 
	 	4.03
	318(a) 
	 	13.09













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




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TABLE OF
CONTENTS1




	 	 	 	 	 
	ARTICLE I Article I DEFINITIONS
	 	 	1	 
	Section 1.01 DEFINITIONS OF TERMS
	 	 	1	 
	ARTICLE II Article II ISSUE, DESCRIPTION, TERMS, EXECUTION, REGISTRATION AND EXCHANGE OF SECURITIES
	 	 	6	 
	Section 2.01 DESIGNATION AND TERMS OF SECURITIES
	 	 	6	 
	Section 2.02 FORM OF SECURITIES AND TRUSTEE’S CERTIFICATE
	 	 	8	 
	Section 2.03 DENOMINATIONS: PROVISIONS FOR PAYMENT
	 	 	8	 
	Section 2.04 EXECUTION AND AUTHENTICATION
	 	 	9	 
	Section 2.05 REGISTRATION OF TRANSFER AND EXCHANGE
	 	 	10	 
	Section 2.06 TEMPORARY SECURITIES
	 	 	11	 
	Section 2.07 MUTILATED, DESTROYED, LOST OR STOLEN SECURITIES
	 	 	11	 
	Section 2.08 CANCELLATION
	 	 	12	 
	Section 2.09 BENEFITS OF INDENTURE
	 	 	12	 
	Section 2.10 AUTHENTICATING AGENT
	 	 	13	 
	Section 2.11 GLOBAL SECURITIES
	 	 	13	 
	ARTICLE III Article III REDEMPTION OF SECURITIES AND SINKING FUND PROVISIONS
	 	 	15	 
	Section 3.01 REDEMPTION
	 	 	15	 
	Section 3.02 NOTICE OF REDEMPTION
	 	 	15	 
	Section 3.03 PAYMENT UPON REDEMPTION
	 	 	16	 
	Section 3.04 SINKING FUND
	 	 	16	 
	Section 3.05 SATISFACTION OF SINKING FUND PAYMENTS WITH SECURITIES
	 	 	17	 
	Section 3.06 REDEMPTION OF SECURITIES FOR SINKING FUND
	 	 	17	 
	ARTICLE IV Article IV COVENANTS
	 	 	17	 
	Section 4.01 PAYMENT OF PRINCIPAL, PREMIUM AND INTEREST
	 	 	17	 
	Section 4.02 MAINTENANCE OF OFFICE OR AGENCY
	 	 	17	 
	Section 4.03 PAYING AGENTS
	 	 	18	 
	Section 4.04 APPOINTMENT TO FILL VACANCY IN OFFICE OF TRUSTEE
	 	 	19	 
	Section 4.05 COMPLIANCE WITH CONSOLIDATION PROVISIONS
	 	 	19	 










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






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	Section 4.06 STATEMENT BY OFFICERS AS TO DEFAULT
	 	 	19	 
	ARTICLE V Article V SECURITYHOLDERS’ LISTS AND REPORTS BY THE COMPANY AND THE TRUSTEE
	 	 	20	 
	Section 5.01 COMPANY TO FURNISH TRUSTEE NAMES AND ADDRESSES OF SECURITYHOLDERS
	 	 	20	 
	Section 5.02 PRESERVATION OF INFORMATION; COMMUNICATIONS WITH SECURITYHOLDERS
	 	 	20	 
	Section 5.03 REPORTS BY THE COMPANY
	 	 	20	 
	Section 5.04 REPORTS BY THE TRUSTEE
	 	 	21	 
	ARTICLE VI Article VI REMEDIES OF THE TRUSTEE AND SECURITYHOLDERS ON EVENT OF DEFAULT
	 	 	21	 
	Section 6.01 EVENTS OF DEFAULT
	 	 	21	 
	Section 6.02 COLLECTION OF INDEBTEDNESS AND SUITS FOR ENFORCEMENT BY TRUSTEE
	 	 	23	 
	Section 6.03 APPLICATION OF MONEYS COLLECTED
	 	 	25	 
	Section 6.04 LIMITATION ON SUITS
	 	 	25	 
	Section 6.05 RIGHTS AND REMEDIES CUMULATIVE; DELAY OR OMISSION NOT WAIVER
	 	 	26	 
	Section 6.06 CONTROL BY SECURITYHOLDERS
	 	 	26	 
	Section 6.07 UNDERTAKING TO PAY COSTS
	 	 	27	 
	ARTICLE VII Article VII CONCERNING THE TRUSTEE
	 	 	27	 
	Section 7.01 CERTAIN DUTIES AND RESPONSIBILITIES OF TRUSTEE
	 	 	27	 
	Section 7.02 NOTICE OF DEFAULTS
	 	 	28	 
	Section 7.03 CERTAIN RIGHTS OF TRUSTEE
	 	 	29	 
	Section 7.04 TRUSTEE NOT RESPONSIBLE FOR RECITALS OR ISSUANCE OR SECURITIES
	 	 	30	 
	Section 7.05 MAY HOLD SECURITIES
	 	 	30	 
	Section 7.06 MONEYS HELD IN TRUST
	 	 	30	 
	Section 7.07 COMPENSATION AND REIMBURSEMENT
	 	 	30	 
	Section 7.08 RELIANCE ON OFFICERS’ CERTIFICATE
	 	 	31	 
	Section 7.09 DISQUALIFICATION; CONFLICTING INTERESTS
	 	 	31	 
	Section 7.10 CORPORATE TRUSTEE REQUIRED; ELIGIBILITY
	 	 	31	 
	Section 7.11 RESIGNATION AND REMOVAL; APPOINTMENT OF SUCCESSOR
	 	 	32	 
	Section 7.12 ACCEPTANCE OF APPOINTMENT BY SUCCESSOR
	 	 	33	 
	Section 7.13 MERGER, CONVERSION, CONSOLIDATION OR SUCCESSION TO BUSINESS
	 	 	34	 
	Section 7.14 PREFERENTIAL COLLECTION OF CLAIMS AGAINST THE COMPANY
	 	 	35	 







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	ARTICLE VIII Article VIII CONCERNING THE SECURITYHOLDERS
	 	 	35	 
	Section 8.01 EVIDENCE OF ACTION BY SECURITYHOLDERS
	 	 	35	 
	Section 8.02 PROOF OF EXECUTION BY SECURITYHOLDERS
	 	 	35	 
	Section 8.03 WHO MAY BE DEEMED OWNERS
	 	 	36	 
	Section 8.04 CERTAIN SECURITIES OWNED BY COMPANY DISREGARDED
	 	 	36	 
	Section 8.05 ACTIONS BINDING ON FUTURE SECURITYHOLDERS
	 	 	36	 
	ARTICLE IX Article IX SUPPLEMENTAL INDENTURES
	 	 	37	 
	Section 9.01 SUPPLEMENTAL INDENTURES WITHOUT THE CONSENT OF SECURITYHOLDERS
	 	 	37	 
	Section 9.02 SUPPLEMENTAL INDENTURES WITH CONSENT OF SECURITYHOLDERS
	 	 	38	 
	Section 9.03 EFFECT OF SUPPLEMENTAL INDENTURES
	 	 	39	 
	Section 9.04 SECURITIES AFFECTED BY SUPPLEMENTAL INDENTURES
	 	 	39	 
	Section 9.05 EXECUTION OF SUPPLEMENTAL INDENTURES
	 	 	39	 
	ARTICLE X Article X SUCCESSOR ENTITY
	 	 	40	 
	Section 10.01
COMPANY MAY CONSOLIDATE, ETC.
	 	 	40	 
	Section 10.02 SUCCESSOR ENTITY SUBSTITUTED
	 	 	40	 
	Section 10.03 EVIDENCE OF CONSOLIDATION, ETC. TO TRUSTEE
	 	 	41	 
	ARTICLE XI Article XI SATISFACTION AND DISCHARGE; DEFEASANCE
	 	 	41	 
	Section 11.01 SATISFACTION AND DISCHARGE
	 	 	41	 
	Section 11.02 DEFEASANCE
	 	 	42	 
	Section 11.03 DEPOSITED MONEYS TO BE HELD IN TRUST
	 	 	43	 
	Section 11.04 PAYMENT OF MONEYS HELD BY PAYING AGENTS
	 	 	43	 
	Section 11.05 REPAYMENT TO COMPANY
	 	 	44	 
	ARTICLE XII Article XII IMMUNITY OF INCORPORATORS, STOCKHOLDERS, OFFICERS AND DIRECTORS
	 	 	44	 
	Section 12.01 NO RECOURSE
	 	 	44	 
	ARTICLE XIII Article XIII MISCELLANEOUS PROVISIONS
	 	 	45	 
	Section 13.01 EFFECT ON SUCCESSORS AND ASSIGNS
	 	 	45	 
	Section 13.02 ACTIONS BY SUCCESSOR
	 	 	45	 
	Section 13.03 SURRENDER OF COMPANY POWERS
	 	 	45	 
	Section 13.04 NOTICES
	 	 	45	 
	Section 13.05 GOVERNING LAW
	 	 	45	 







-iv-









 






	 	 	 	 	 
	Section 13.06 TREATMENT OF SECURITIES AS DEBT
	 	 	45	 
	Section 13.07 COMPLIANCE CERTIFICATES AND OPINIONS
	 	 	46	 
	Section 13.08 PAYMENTS ON BUSINESS DAYS
	 	 	46	 
	Section 13.09 CONFLICT WITH TRUST INDENTURE ACT
	 	 	46	 
	Section 13.10 COUNTERPARTS
	 	 	47	 
	Section 13.11 SEPARABILITY
	 	 	47	 
	Section 13.12 ASSIGNMENT
	 	 	47	 
	ARTICLE XIV Article XIV SUBORDINATION OF SECURITIES
	 	 	47	 
	Section 14.01 SUBORDINATION TERMS
	 	 	47	 







-v-









 





     INDENTURE, dated as of [ ], [ ], between GUILFORD PHARMACEUTICALS INC., a
Delaware corporation (the “Company”), and [ ], as trustee (the “Trustee”):




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



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



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



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



ARTICLE I

DEFINITIONS




SECTION 1.01 DEFINITIONS OF TERMS.




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



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



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



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



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



 









 





     “BUSINESS DAY” means, with respect to any series of Securities, any day
other than a day on which federal or state banking institutions in the Borough
of Manhattan, The City of New York, are authorized or obligated by law,
executive order or regulation to close.



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



     “COMPANY” means Guilford Pharmaceuticals Inc., a corporation duly
organized and existing under the laws of the State of Delaware, and, subject to
the provisions of Article X, shall also include its successors and assigns.



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



     “COMMISSION” means the Securities and Exchange Commission.



     “COVENANT DEFEASANCE” has the meaning given in Section 11.02.



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




     “DEFAULT” means any event, act or condition that with notice or lapse of
time, or both, would constitute an Event of Default.



     “DEFAULTED INTEREST” has the meaning given in Section 2.03.



     “DEPOSITARY” means, with respect to Securities of any series, for which
the Company shall determine that such Securities will be issued as a Global
Security, The Depository Trust Company, New York, New York, another clearing
agency, or any successor registered as a clearing agency under the Securities
and Exchange Act of 1934, as amended (the “Exchange Act”), or other applicable
statute or regulation, which, in each case, shall be designated by the Company
pursuant to either Section 2.01 or 2.11.



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



     “EXCHANGE ACT” means the Securities Exchange Act of 1934, as amended, or
any successor statute or statutes thereto.



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



-2-









 





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



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



     “INDENTURE” means this instrument as originally executed or as it may from
time to time be supplemented or amended by one or more indentures supplemental
hereto entered into in accordance with the terms hereof, including, for all
purposes of this instrument and any such supplemental indenture, the provisions
of the Trust Indenture Act that are deemed to be a part of and govern this

instrument and any such supplemental indenture, respectively. The term
“Indenture” shall also include the terms of particular series of Securities
established as contemplated by Section 2.01.



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



     “LEGAL DEFEASANCE” has the meaning given in Section 11.02.



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



     “OPINION OF COUNSEL” means an opinion in writing of legal counsel, who may
be an employee of or counsel for the Company that is delivered to the Trustee
in accordance with the terms hereof. Each such opinion shall include the
statements provided for in Section 13.07, if and to the extent required by the
provisions thereof.



     “ORIGINAL ISSUE DISCOUNT SECURITY” means any Security which provides for
an amount less than the principal amount thereof to be due and payable upon a
declaration of acceleration of the maturity thereof pursuant to Section 6.01.



-3-









 





     “OUTSTANDING”, when used with reference to Securities of any series,
means, subject to the provisions of Section 8.04, as of any particular time,
all Securities of that series theretofore authenticated and delivered by the
Trustee under this Indenture, except (a) Securities theretofore canceled by the
Trustee or any paying agent, or delivered to the Trustee or any paying agent
for cancellation or that have previously been canceled; (b) Securities or
portions thereof for the payment or redemption of which moneys or Governmental
Obligations in the necessary amount shall have been deposited in trust with the
Trustee or with any paying agent (other than the Company) or shall have been
set aside and segregated in trust by the Company (if the Company shall act as
its own paying agent); provided, however, that if such Securities or portions
of such Securities are to be redeemed prior to the maturity thereof, notice of
such redemption shall have been given as in Article III or provision
satisfactory to the Trustee shall have been made for giving such notice; and
(c) Securities in lieu of or in substitution for which other Securities shall
have been authenticated and delivered pursuant to the terms of Section 2.07;
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 as of any date, the principal amount of an Original Issue
Discount Security which shall be deemed to be Outstanding shall be the amount
of the principal thereof which would be due and payable as of such date upon
acceleration of the maturity thereof to such date pursuant to Section 6.01.



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



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



     “RESPONSIBLE OFFICER” when used with respect to the Trustee means the
Chairman of the Board of Directors, the President, any Vice President, the
Secretary, the Treasurer, any trust officer, any corporate trust officer or any
other officer or assistant officer of the Trustee customarily performing
functions similar to those performed by the Persons who at the time shall be
such officers, respectively, or to whom any corporate trust matter is referred
because of his or her knowledge of and familiarity with the particular subject.



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



     “SECURITIES ACT” means the Securities Act of 1933, as amended, or any
successor statute or statutes thereto.



     “SECURITYHOLDER”, “HOLDER of SECURITIES”, “REGISTERED HOLDER”, or other
similar term, means the Person or Persons in whose name or names a particular
Security shall be registered on the books of the Company kept for that purpose
in accordance with the terms of this Indenture.



-4-









 





     “SECURITY REGISTER” has the meaning given in Section 2.05.



     “SECURITY REGISTRAR” has the meaning given in Section 2.05.



     “SENIOR INDEBTEDNESS” means the principal of (and premium, if any) and
interest (including any interest accruing subsequent to the filing of a
petition of bankruptcy at the rate provided for in the documentation with
respect thereto, whether or not such interest is an allowed claim under
applicable law) on any indebtedness of the Company, incurred or assumed,
unless, in the case of any particular indebtedness, the instrument creating or
evidencing the same or pursuant to which the same is outstanding expressly
provides that such indebtedness shall not be senior in right of payment to the
Securities. Notwithstanding the foregoing, “SENIOR INDEBTEDNESS” shall not
include (i) any indebtedness of the Company to a Subsidiary of the Company or
any Affiliate of the Company or any of such Affiliate’s Subsidiaries, (ii)
indebtedness to, or guaranteed on behalf of, any shareholder, director, officer
or employee of the Company or any Subsidiary of the Company (including, without
limitation, amounts owed for compensation), (iii) indebtedness to trade
creditors and other amounts incurred in connection with obtaining goods,
materials or services, (iv) any liability for federal, state, local or other
taxes owed or owing by the Company, (v) that portion of any indebtedness
incurred in violation of an incurrence test applicable to a series of the
Securities, (vi) that portion of any indebtedness which, when incurred and
without respect to any election under Section 1111(b) of Title 11, United
States Code, is without recourse to the Company and (vii) that portion of any
indebtedness which is, by its express terms, subordinated in right of payment
to the Securities.



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



     “TRUSTEE” means [ ], and, subject to the provisions of Article VII, shall
also include its successors and assigns, and, if at any time there is more than
one Person acting in such capacity hereunder, “Trustee” shall mean each such
Person. The term “Trustee” as used with respect to a particular series of the
Securities shall mean the trustee with respect to that series.



     “TRUST INDENTURE ACT” means the Trust Indenture Act of 1939, as amended,
subject to the provisions of Sections 9.01, 9.02, and 10.01, as in effect at
the date of execution of this instrument.



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



-5-









 





ARTICLE II

ISSUE, DESCRIPTION, TERMS, EXECUTION,

REGISTRATION AND EXCHANGE OF SECURITIES




SECTION 2.01 DESIGNATION AND TERMS OF SECURITIES.




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



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



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



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



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



     (5) the date or dates from which such interest shall accrue, the Interest
Payment Dates on which such interest will be payable or the manner of
determination of such Interest Payment Dates, the place(s) of payment, and the
record date or other method for the determination of holders to whom interest
is payable on any such Interest Payment Dates;



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



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



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



-6-









 





     (9) any additional or different subordination terms applicable to the
Securities of the series;



     (10) the form of the Securities of the series including the form of the
Trustee’s certificate of authentication for such series;



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



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



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



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



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



     (16) any additional or different Events of Default or restrictive
covenants provided for with respect to the Securities of the series;



     (17) if applicable, that the Securities of the series, in whole or in
specified part, shall be defeasible pursuant to Section 11.02 and, if other
than by a Board Resolution, the manner in which any election by the Company to
defease such Securities shall be evidenced; and



     (18) if other than the currency of the United States of America, the
currency, currencies or currency units in which the principal of or any premium
or interest on any Securities of the series shall be payable and the manner of
determining the equivalent thereof in the currency of the United States of
America for any purpose, including for purposes of the definition of
“Outstanding” in Section 1.01. All Securities of any one series shall be
substantially identical except as to denomination and except as may otherwise
be provided in or pursuant to any such Board Resolution or in any indentures
supplemental hereto. If any of the terms of the series are established by
action taken pursuant to a Board Resolution, a copy of an appropriate record of
such action shall be certified by the Secretary or an Assistant Secretary of
the Company and delivered to the Trustee at or prior to the delivery of the
Officers’ Certificate setting forth the terms of the series. Securities of any
particular series may be issued at various times, with different dates on which
the principal or any installment of principal is payable, with different rates
of interest, if any, or different methods by which rates of interest may be
determined, with different dates on which such interest may be payable and with
different redemption dates. Notwithstanding Section 2.01(2) and unless
otherwise expressly provided with respect to a series of Securities, the
aggregate principal amount of a series of Securities may be increased and



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additional Securities of such series may be issued up to the maximum
aggregate principal amount authorized with respect to such series as increased.




SECTION 2.02 FORM OF SECURITIES AND TRUSTEE’S CERTIFICATE.




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



SECTION 2.03 DENOMINATIONS: PROVISIONS FOR PAYMENT.




     The Securities shall be issuable as registered Securities and in the
denominations of one thousand U.S. dollars ($1,000) or any integral multiple
thereof, subject to Section 2.01(11). The Securities of a particular series
shall bear interest payable on the dates and at the rates specified or provided
for with respect to that series. Except as contemplated by Section 2.01(18),
the principal of and the interest on the Securities of any series, as well as
any premium thereon in case of redemption thereof prior to maturity, shall be
payable in the coin or currency of the United States of America that at the
time is legal tender for public and private debt, at the office or agency of
the Company maintained for that purpose in the Borough of Manhattan, the City
and State of New York; provided, however, that at the option of the Company
payment of interest may be made by check mailed to the address of the Person
entitled thereto as such address shall appear in the Security Register. Each
Security shall be dated the date of its authentication by the Trustee. Except
as contemplated by Section 2.01(4), interest on the Securities shall be
computed on the basis of a 360-day year composed of twelve 30-day months.
Except as contemplated by Section 2.01(5), the interest installment on any
Security that is payable, and is punctually paid or duly provided for, on any
Interest Payment Date for Securities of that series shall be paid to the Person
in whose name said Security (or one or more Predecessor Securities) is
registered at the close of business on the regular record date for such
interest installment. In the event that any Security of a particular series or
portion thereof is called for redemption and the redemption date is subsequent
to a regular record date with respect to any Interest Payment Date and prior to
such Interest Payment Date, interest on such Security will be paid upon
presentation and surrender of such Security as provided in Section 3.03. Any
interest on any Security that is payable, but is not punctually paid or duly
provided for, on any Interest Payment Date for Securities of the same series
(herein called “Defaulted Interest”) shall forthwith cease to be payable to the
registered holder on the relevant regular record date by virtue of having been
such holder; and such Defaulted Interest shall be paid by the Company, at its
election, as provided in clause (1) or clause (2) below:



     (1) The Company may make payment of any Defaulted Interest on Securities
to the Persons in whose names such Securities (or their respective Predecessor
Securities) are registered at the close of business on a special record date
for the payment of such Defaulted



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




     (2) The Company may make payment of any Defaulted Interest on any
Securities in any other lawful manner not inconsistent with the requirements of
any securities exchange on which such Securities may be listed, and upon such
notice as may be required by such exchange, if, after notice given by the
Company to the Trustee of the proposed payment pursuant to this clause, such
manner of payment shall be deemed practicable by the Trustee. Unless otherwise
set forth in a Board Resolution or one or more indentures supplemental hereto
establishing the terms of any series of Securities pursuant to Section 2.01
hereof, the term “regular record date” as used in this Section with respect to
a series of Securities with respect to any Interest Payment Date for such
series shall mean either the fifteenth day of the month immediately preceding
the month in which an Interest Payment Date established for such series
pursuant to Section 2.01 hereof shall occur, if such Interest Payment Date is
the first day of a month, or the last day of the month immediately preceding
the month in which an Interest Payment Date established for such series
pursuant to Section 2.01 hereof shall occur, if such Interest Payment Date is
the fifteenth day of a month, whether or not such date is a Business Day.
Subject to the foregoing provisions of this Section, each Security of a series
delivered under this Indenture upon transfer of or in exchange for or in lieu
of any other Security of such series shall carry the rights to interest accrued
and unpaid, and to accrue, that were carried by such other Security.



SECTION 2.04 EXECUTION AND AUTHENTICATION.




     The Securities shall be signed on behalf of the Company by its President,
or one of its Vice Presidents, or its Treasurer, or one of its Assistant
Treasurers, under its corporate seal attested by its Secretary or one of its
Assistant Secretaries. Signatures may be in the form of a manual or facsimile
signature. The Company may use the facsimile signature of any Person who shall
have been a President or Vice President thereof, or of any Person who shall
have been the Treasurer, an Assistant Treasurer, the Secretary or an Assistant
Secretary thereof, notwithstanding the fact that at the time the Securities
shall be authenticated and delivered or disposed of such Person shall have
ceased to be the President or a Vice President, or the



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Treasurer, an Assistant Treasurer, the Secretary or an Assistant
Secretary, of the Company. The seal of the Company may be in the form of a
facsimile of such seal and may be impressed, affixed, imprinted or otherwise
reproduced on the Securities. The Securities may contain such notations,
legends or endorsements required by law, stock exchange rule or usage. A
Security shall not be valid until authenticated manually by an authorized
signatory of the Trustee, or by an Authenticating Agent. Such signature shall
be conclusive evidence that the Security so authenticated has been duly
authenticated and delivered hereunder and that the holder is entitled to the
benefits of this Indenture. At any time and from time to time after the
execution and delivery of this Indenture, the Company may deliver Securities of
any series executed by the Company to the Trustee for authentication, together
with a written order of the Company for the authentication and delivery of such
Securities, signed by its President or any Vice President and its Secretary or
any Assistant Secretary, and the Trustee in accordance with such written order
shall authenticate and deliver such Securities. In authenticating such
Securities and accepting the additional responsibilities under this Indenture
in relation to such Securities, the Trustee shall be entitled to receive, and
(subject to Section 7.01) shall be fully protected in relying upon, an Opinion
of Counsel stating that the form and terms thereof have been established in
conformity with the provisions of this Indenture and 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 any Bankruptcy Law or other insolvency,
fraudulent transfer, reorganization, moratorium and similar laws of general
applicability relating to or affecting creditors’ rights and to general equity
principles. The Trustee shall not be required to authenticate such Securities
if the issue of such Securities pursuant to this Indenture will affect the
Trustee’s own rights, duties or immunities under the Securities and this
Indenture or otherwise in a manner that is not reasonably acceptable to the
Trustee.




SECTION 2.05 REGISTRATION OF TRANSFER AND EXCHANGE.




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



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



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execute, the Trustee shall authenticate and such office or agency shall
deliver in the name of the transferee or transferees a new Security or
Securities of the same series as the Security presented for a like aggregate
principal amount. All Securities presented or surrendered for exchange or
registration of transfer, as provided in this Section, shall be accompanied (if
so required by the Company or the Security Registrar) by a written instrument
or instruments of transfer, in form satisfactory to the Company or the Security
Registrar, duly executed by the registered holder or by such holder’s duly
authorized attorney in writing.




     (c) No service charge shall be made for any exchange or registration of
transfer of Securities, or issue of new Securities in case of partial
redemption of any series, but the Company may require payment of a sum
sufficient to cover any tax or other governmental charge in relation thereto,
other than exchanges pursuant to Section 2.06, Section 3.03(b) and Section 9.04
not involving any transfer. The Company shall not be required (i) to issue,
exchange or register the transfer of any Securities during a period beginning
at the opening of business 15 days before the day of the mailing of a notice of
redemption of less than all the Outstanding Securities of the same series and
ending at the close of business on the day of such mailing, nor (ii) to
register the transfer of or exchange any Securities of any series or portions
thereof called for redemption. The provisions of this Section 2.05 are, with
respect to any Global Security, subject to Section 2.11 hereof.



SECTION 2.06 TEMPORARY SECURITIES.




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



SECTION 2.07 MUTILATED, DESTROYED, LOST OR STOLEN SECURITIES.




     In case any temporary or definitive Security shall become mutilated or be
destroyed, lost or stolen, the Company (subject to the next succeeding
sentence) shall execute, and upon the Company’s request the Trustee (subject as
aforesaid) shall authenticate and deliver, a new Security of the same series,
bearing a number not contemporaneously outstanding, in exchange



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and substitution for the mutilated Security, or in lieu of and in
substitution for the Security so destroyed, lost or stolen. In every case the
applicant for a substituted Security shall furnish to the Company and the
Trustee such security or indemnity as may be required by them to save each of
them harmless, and, in every case of destruction, loss or theft, the applicant
shall also furnish to the Company and the Trustee evidence to their
satisfaction of the destruction, loss or theft of the applicant’s Security and
of the ownership thereof. The Trustee may authenticate any such substituted
Security and deliver the same upon the written request or authorization of any
officer of the Company. Upon the issuance of any substituted Security, the
Company may require the payment of a sum sufficient to cover any tax or other
governmental charge that may be imposed in relation thereto and any other
expenses (including the fees and expenses of the Trustee) connected therewith.
In case any Security that has matured or is about to mature shall become
mutilated or be destroyed, lost or stolen, the Company may, instead of issuing
a substitute Security, pay or authorize the payment of the same (without
surrender thereof except in the case of a mutilated Security) if the applicant
for such payment shall furnish to the Company and the Trustee such security or
indemnity as they may require to save them harmless, and, in case of
destruction, loss or theft, evidence to the satisfaction of the Company and the
Trustee of the destruction, loss or theft of such Security and of the ownership
thereof. Every replacement Security issued pursuant to the provisions of this
Section shall constitute an additional contractual obligation of the Company
whether or not the mutilated, destroyed, lost or stolen Security shall be found
at any time, or be enforceable by anyone, and shall be entitled to all the
benefits of this Indenture equally and proportionately with any and all other
Securities of the same series duly issued hereunder. All Securities shall be
held and owned upon the express condition that the foregoing provisions are
exclusive with respect to the replacement or payment of mutilated, destroyed,
lost or stolen Securities, and shall preclude (to the extent lawful) any and
all other rights or remedies, notwithstanding any law or statute existing or
hereafter enacted to the contrary with respect to the replacement or payment of
negotiable instruments or other securities without their surrender.




SECTION 2.08 CANCELLATION.




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



SECTION 2.09 BENEFITS OF INDENTURE.




     Nothing in this Indenture or in the Securities, express or implied, shall
give or be construed to give to any Person, other than the parties hereto and
the holders of the Securities (and, with respect to the provisions of Article
XIV, the holders of Senior Indebtedness) any legal



-12-









 




or equitable right, remedy or claim under or in respect of this Indenture,
or under any covenant, condition or provision herein contained; all such
covenants, conditions and provisions being for the sole benefit of the parties
hereto and of the holders of the Securities (and, with respect to the
provisions of Article XIV, the holders of Senior Indebtedness).




SECTION 2.10 AUTHENTICATING AGENT.




     So long as any of the Securities of any series remain Outstanding there
may be an Authenticating Agent for any or all such series of Securities which
the Trustee shall have the right to appoint. Said Authenticating Agent shall be
authorized to act on behalf of the Trustee to authenticate Securities of such
series issued upon exchange, transfer or partial redemption thereof, and
Securities so authenticated shall be entitled to the benefits of this Indenture
and shall be valid and obligatory for all purposes as if authenticated by the
Trustee hereunder. All references in this Indenture to the authentication of
Securities by the Trustee shall be deemed to include authentication by an
Authenticating Agent for such series. Each Authenticating Agent shall be
acceptable to the Company and shall be a corporation that has a combined
capital and surplus, as most recently reported or determined by it, sufficient
under the laws of any jurisdiction under which it is organized or in which it
is doing business to conduct a trust business, and that is otherwise authorized
under such laws to conduct such business and is subject to supervision or
examination by federal or state authorities. If at any time any Authenticating
Agent shall cease to be eligible in accordance with these provisions, it shall
resign immediately. Any Authenticating Agent may at any time resign by giving
written notice of resignation to the Trustee and to the Company. The Trustee
may at any time (and upon request by the Company shall) terminate the agency of
any Authenticating Agent by giving written notice of termination to such
Authenticating Agent and to the Company. Upon resignation, termination or
cessation of eligibility of any Authenticating Agent, the Trustee may appoint
an eligible successor Authenticating Agent acceptable to the Company. Any
successor Authenticating Agent, upon acceptance of its appointment hereunder,
shall become vested with all the rights, powers and duties of its predecessor
hereunder as if originally named as an Authenticating Agent pursuant hereto.



     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 that 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.



SECTION 2.11 GLOBAL SECURITIES.




     (a) If the Company shall establish pursuant to Section 2.01 that the
Securities of a particular series are to be issued as a Global Security, then
the Company shall execute and the Trustee shall, in accordance with Section
2.04, authenticate and deliver, a Global Security that



          (1) shall represent, and shall be denominated in an amount equal to the
aggregate principal amount of, all or a portion of the Outstanding Securities
of such series,




-13-









 





          (2) shall be registered in the name of the Depositary or its nominee,



          (3) shall be delivered by the Trustee to the Depositary or pursuant to the
Depositary’s instruction, and



          (4) shall bear a legend substantially to the following effect:



	 
	“Except as otherwise provided in Section
2.11 of the Indenture, this Security may
be transferred, in whole but not in part,
only to the Depositary, another nominee of
the Depositary or to a successor
Depositary or to a nominee of such
successor Depositary.”








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



     (c) If at any time the Depositary for a series of the Securities notifies
the Company that it is unwilling or unable to continue as Depositary for such
series or if at any time the Depositary for such series shall no longer be
registered or in good standing under the Exchange Act, or other applicable
statute or regulation, and a successor Depositary for such series is not
appointed by the Company within 90 days after the Company receives such notice
or becomes aware of such condition, as the case may be, this Section 2.11 shall
no longer be applicable to the Securities of such series and the Company will
execute, and subject to Section 2.05, the Trustee will authenticate and deliver
the Securities of such series in definitive registered form without coupons, in
authorized denominations, and in an aggregate principal amount equal to the
principal amount of the Global Security of such series in exchange for such
Global Security. In addition, the Company may at any time determine that the
Securities of any series shall no longer be represented by a Global Security
and that the provisions of this Section 2.11 shall no longer apply to the
Securities of such series. In such event the Company will execute and subject
to Section 2.05, the Trustee, upon receipt of an Officers’ Certificate
evidencing such determination by the Company, will authenticate and deliver the
Securities of such series in definitive registered form without coupons, in
authorized denominations, and in an aggregate principal amount equal to the
principal amount of the Global Security of such series in exchange for such
Global Security. Upon the exchange of the Global Security for such Securities
in definitive registered form without coupons, in authorized denominations, the
Global Security shall be canceled by the Trustee. Such Securities in definitive
registered form issued in exchange for the Global Security pursuant to this
Section 2.11(c) shall be registered in such names and in such authorized
denominations as the Depositary, pursuant to instructions from its direct or
indirect participants or otherwise, shall instruct the Trustee. The Trustee
shall deliver such Securities to the Depositary for delivery to the Persons in
whose names such Securities are so registered.



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ARTICLE III

REDEMPTION OF SECURITIES AND SINKING FUND PROVISIONS




SECTION 3.01 REDEMPTION.




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



SECTION 3.02 NOTICE OF REDEMPTION.




     (a) In case the Company shall desire to exercise such right to redeem all
or, as the case may be, a portion of the Securities of any series in accordance
with the right reserved so to do, the Company shall, or shall cause the Trustee
to, give notice of such redemption to holders of the Securities of such series
to be redeemed by mailing, first class postage prepaid, a notice of such
redemption not less than 30 days and not more than 90 days before the date
fixed for redemption of that series to such holders at their last addresses as
they shall appear upon the Security Register unless a shorter period is
specified in the Securities to be redeemed. Any notice that is mailed in the
manner herein provided shall be conclusively presumed to have been duly given,
whether or not the registered holder receives the notice. In any case, failure
duly to give such notice to the holder of any Security of any series designated
for redemption in whole or in part, or any defect in the notice, shall not
affect the validity of the proceedings for the redemption of any other
Securities of such series or any other series. In the case of any redemption of
Securities prior to the expiration of any restriction on such redemption
provided in the terms of such Securities or elsewhere in this Indenture, the
Company shall furnish the Trustee with an Officers’ Certificate evidencing
compliance with any such restriction. Each such notice of redemption shall
specify the date fixed for redemption and the redemption price at which
Securities of that series are to be redeemed, and shall state that payment of
the redemption price of such Securities to be redeemed will be made at the
office or agency of the Company in the Borough of Manhattan, the City and State
of New York, upon presentation and surrender of such Securities, that interest
accrued to the date fixed for redemption will be paid as specified in said
notice, that from and after said date interest will cease to accrue and that
the redemption is for a sinking fund, if such is the case. If less than all the
Securities of a series are to be redeemed, the notice to the holders of
Securities of that series to be redeemed in whole or in part shall specify the
particular Securities to be so redeemed. In case any Security is to be redeemed
in part only, the notice that relates to such Security shall state the portion
of the principal amount thereof to be redeemed, and shall state that on and
after the redemption date, upon surrender of such Security, a new Security or
Securities of such series in principal amount equal to the unredeemed portion
thereof will be issued.



     (b) If less than all the Securities of a series are to be redeemed, the
Company shall give the Trustee at least 45 days’ notice in advance of the date
fixed for redemption as to the aggregate principal amount of Securities of the
series to be redeemed, and thereupon the Trustee shall select, by lot or in
such other manner as it shall deem appropriate and fair in its discretion and
that may provide for the selection of a portion or portions (equal to one
thousand U.S. dollars ($1,000) or any integral multiple thereof) of the
principal amount of such Securities of a denomination larger than $1,000, the
Securities to be redeemed and shall thereafter promptly



-15-









 




notify the Company in writing of the numbers of the Securities to be
redeemed, in whole or in part. The Company may, if and whenever it shall so
elect, by delivery of instructions signed on its behalf by its President or any
Vice President, instruct the Trustee or any paying agent to call all or any
part of the Securities of a particular series for redemption and to give notice
of redemption in the manner set forth in this Section, such notice to be in the
name of the Company or its own name as the Trustee or such paying agent as it
may deem advisable. In any case in which notice of redemption is to be given by
the Trustee or any such paying agent, the Company shall deliver or cause to be
delivered to, or permit to remain with, the Trustee or such paying agent, as
the case may be, such Security Register, transfer books or other records, or
suitable copies or extracts therefrom, sufficient to enable the Trustee or such
paying agent to give any notice by mail that may be required under the
provisions of this Section.




SECTION 3.03 PAYMENT UPON REDEMPTION.




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



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



SECTION 3.04 SINKING FUND.




     The provisions of Sections 3.04, 3.05 and 3.06 shall be applicable to any
sinking fund for the retirement of Securities of a series, except as otherwise
specified as contemplated by Section 2.01 for Securities of such series. The
minimum amount of any sinking fund payment provided for by the terms of
Securities of any series is herein referred to as a “mandatory sinking fund
payment,” and any payment in excess of such minimum amount provided for by the
terms of Securities of any series is herein referred to as an “optional sinking
fund payment”. If provided for by the terms of Securities of any series, the
cash amount of any sinking fund payment may be subject to reduction as provided
in Section 3.05. Each sinking fund payment shall be applied to the redemption
of Securities of any series as provided for by the terms of Securities of such
series.



-16-









 




SECTION 3.05 SATISFACTION OF SINKING FUND PAYMENTS WITH SECURITIES.




     The Company,



     (1) may deliver Outstanding Securities of a series (other than any
Securities previously called for redemption) and



     (2) may apply as a credit Securities of a series that have been redeemed
either at the election of the Company pursuant to the terms of such Securities
or through the application of permitted optional sinking fund payments pursuant
to the terms of such Securities, in each case in satisfaction of all or any
part of any sinking fund payment with respect to the Securities of such series
required to be made pursuant to the terms of such Securities as provided for by
the terms of such series, provided that such Securities have not been
previously so credited. Such Securities shall be received and credited for such
purpose by the Trustee at the redemption price specified in such Securities for
redemption through operation of the sinking fund and the amount of such sinking
fund payment shall be reduced accordingly.



SECTION 3.06 REDEMPTION OF SECURITIES FOR SINKING FUND.




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



ARTICLE IV

COVENANTS




SECTION 4.01 PAYMENT OF PRINCIPAL, PREMIUM AND INTEREST.




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



SECTION 4.02 MAINTENANCE OF OFFICE OR AGENCY.




     So long as any series of the Securities remain Outstanding, the Company
agrees to maintain an office or agency in the Borough of Manhattan, the City
and State of New York, with respect to each such series and at such other
location or locations as may be designated as provided in this Section 4.02,
where (i) Securities of that series may be presented for payment, (ii)
Securities of that series may be presented as herein above authorized for
registration of



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transfer and exchange, and (iii) notices and demands to or upon the
Company in respect of the Securities of that series and this Indenture may be
given or served, such designation to continue with respect to such office or
agency until the Company shall, by written notice signed by its President or a
Vice President and delivered to the Trustee, designate some other office or
agency in the Borough of Manhattan, the City and State of New York for such
purposes or any of them. If at any time the Company shall fail to maintain any
such required office or agency or shall fail to furnish the Trustee with the
address thereof, such presentations, notices and demands may be made or served
at the Corporate Trust Office of the Trustee, and the Company hereby appoints
the Trustee as its agent to receive all such presentations, notices and
demands.




     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 the Borough of Manhattan, the City and State of New York 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.



SECTION 4.03 PAYING AGENTS.




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



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



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



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



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



     (b) If the Company shall act as its own paying agent with respect to any
series of the Securities, it will on or before each due date of the principal
of (and premium, if any) or interest on Securities of that series, set aside,
segregate and hold in trust for the benefit of the Persons entitled thereto a
sum sufficient to pay such principal (and premium, if any) or interest so
becoming due on Securities of that series until such sums shall be paid to such
Persons or otherwise disposed of as herein provided and will promptly notify
the Trustee of such action, or



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any failure (by it or any other obligor on such Securities) to take such
action. Whenever the Company shall have one or more paying agents for any
series of Securities, it will, prior to each due date of the principal of (and
premium, if any) or interest on any Securities of that series, deposit with the
paying agent a sum sufficient to pay the principal (and premium, if any) or
interest so becoming due, such sum to be held in trust for the benefit of the
Persons entitled to such principal, premium or interest, and (unless such
paying agent is the Trustee) the Company will promptly notify the Trustee of
this action or failure so to act.




     (c) Notwithstanding anything in this Section to the contrary,




          (1) the agreement to hold sums in trust as provided in this Section is
subject to the provisions of Section 11.05, and



          (2) 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
direct any paying agent to pay, to the Trustee all sums held in trust by the
Company or such paying agent, such sums to be held by the Trustee upon the same
terms and conditions as those upon which such sums were held by the Company or
such paying agent; and, upon such payment by any paying agent to the Trustee,
such paying agent shall be released from all further liability with respect to
such money.



SECTION 4.04 APPOINTMENT TO FILL VACANCY IN OFFICE OF TRUSTEE.




     The Company, whenever necessary to avoid or fill a vacancy in the office
of Trustee, will appoint, in the manner provided in Section 7.11, a Trustee, so
that there shall at all times be a Trustee hereunder.



SECTION 4.05 COMPLIANCE WITH CONSOLIDATION PROVISIONS.




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



SECTION 4.06 STATEMENT BY OFFICERS AS TO DEFAULT.




     The Company will deliver to the Trustee, within 120 days after the end of
each fiscal year of the Company, an Officers’ Certificate, stating whether or
not to the best knowledge of the signer thereof the Company 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 the Company shall be in default, specifying
all such defaults and the nature and status thereof of which such signer may
have knowledge.



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ARTICLE V

SECURITYHOLDERS’ LISTS AND REPORTS

BY THE COMPANY AND THE TRUSTEE




SECTION 5.01 COMPANY TO FURNISH TRUSTEE NAMES AND ADDRESSES OF SECURITYHOLDERS.




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




     (1) not more than 15 days after each regular record date (as defined in
Section 2.03) a list, in such form as the Trustee may reasonably require, of
the names and addresses of the holders of each series of Securities as of such
regular record date, provided that the Company shall not be obligated to
furnish or cause to furnish such list at any time that the list shall not
differ in any respect from the most recent list furnished to the Trustee by the
Company and



     (2) at such other times as the Trustee may request in writing within 30
days after the receipt by the Company of any such request, a list of similar
form and content as of a date not more than 15 days prior to the time such list
is furnished; provided, however, that, in either case, no such list need be
furnished for any series for which the Trustee shall be the Security Registrar.


SECTION 5.02 PRESERVATION OF INFORMATION; COMMUNICATIONS WITH SECURITYHOLDERS.




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



     (b) The Trustee may destroy any list furnished to it as provided in
Section 5.01 upon receipt of a new list so furnished.



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



SECTION 5.03 REPORTS BY THE COMPANY.




     (a) The Company covenants and agrees to file with the Trustee, within 15
days after the Company is required to file the same with the Commission, copies
of the annual reports and of the information, documents and other reports (or
copies of such portions of any of the foregoing as the Commission may from time
to time by rules and regulations prescribe) that the Company may be required to
file with the Commission pursuant to Section 13 or Section 15(d) of the
Exchange Act; or, if the Company is not required to file information, documents
or reports pursuant to either of such sections, then to file with the Trustee
and the Commission, in accordance with the rules and regulations prescribed
from time to time by the Commission, such of the supplementary and periodic
information, documents and reports that may be required pursuant to Section 13
of the Exchange Act, in respect of a security listed and registered on a



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national securities exchange as may be prescribed from time to time in
such rules and regulations.




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



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



SECTION 5.04 REPORTS BY THE TRUSTEE.




     (a) On or before [ ] in each year in which any of the Securities are
Outstanding, the Trustee shall transmit by mail, first class postage prepaid,
to the Securityholders, as their names and addresses appear upon the Security
Register, a brief report dated as of the preceding [ ], if and to the extent
required under Section 313(a) of the Trust Indenture Act.



     (b) The Trustee shall comply with Section 313(b) and 313(c) of the Trust
Indenture Act.



     (c) A copy of each such report shall, at the time of such transmission to
Securityholders, be filed by the Trustee with the Company, with each stock
exchange upon which any Securities are listed (if so listed) and also with the
Commission. The Company agrees to notify the Trustee when any Securities become
listed on any stock exchange.



ARTICLE VI
REMEDIES OF THE TRUSTEE AND
SECURITYHOLDERS ON EVENT OF DEFAULT




SECTION 6.01 EVENTS OF DEFAULT.




     (a) Whenever used herein with respect to Securities of a particular
series, “Event of Default” means any one or more of the following events that
has occurred and is continuing (whatever the reason for such Event of Default
and whether it shall be occasioned by the subordination provisions of Article
XIV or other subordination provisions applicable to a series of Securities or
be voluntary or involuntary or be effected by operation of law or pursuant to
any judgment, decree or order of any court or any order, rule or regulation of
any administrative or governmental body):



          (1) the Company defaults in the payment of any installment of interest
upon any of the Securities of that series, as and when the same shall become
due and payable, and continuance of such default for a period of 90 days;
provided, however, that a valid extension of



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an interest payment period by the Company in accordance with the terms of
any indenture supplemental hereto shall not constitute a default in the payment
of interest for this purpose;




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



          (3) the Company fails to observe or perform any other of its covenants or
agreements with respect to that series contained in this Indenture or otherwise
established with respect to that series of Securities pursuant to Section 2.01
hereof (other than a covenant or agreement that has been expressly included in
this Indenture solely for the benefit of one or more series of Securities other
than such series) for a period of 90 days after the date on which written
notice of such failure, requiring the same to be remedied and stating that such
notice is a “Notice of Default” hereunder, shall have been given to the Company
by the Trustee, by registered or certified mail, or to the Company and the
Trustee by the holders of at least 25% in principal amount of the Securities of
that series at the time Outstanding;



          (4) the Company pursuant to or within the meaning of any Bankruptcy Law



               (i) commences a voluntary case,



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



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



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



          (5) a court of competent jurisdiction enters an order under any Bankruptcy
Law that



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



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



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



     (b) In each and every such case, unless the principal of all the
Securities of that series shall have already become due and payable, either the
Trustee or the holders of not less than 25% in aggregate principal amount of
the Securities of that series then Outstanding hereunder, by notice in writing
to the Company (and to the Trustee if given by such Securityholders), may
declare the principal of all the Securities of that series to be due and
payable immediately, and



-22-









 






upon any such declaration the same shall become and shall be immediately
due and payable, notwithstanding anything contained in this Indenture or in the
Securities of that series or established with respect to that series pursuant
to Section 2.01 to the contrary.




     (c) At any time after the principal of the Securities of that series shall
have been so declared due and payable, and before any judgment or decree for
the payment of the moneys due shall have been obtained or entered as
hereinafter provided, the holders of a majority in aggregate principal amount
of the Securities of that series then Outstanding hereunder, by written notice
to the Company and the Trustee, may rescind and annul such declaration and its
consequences if:



          (1) the Company has paid or deposited with the Trustee a sum sufficient to
pay all matured installments of interest upon all the Securities of that series
and the principal of (and premium, if any, on) any and all Securities of that
series that shall have become due otherwise than by acceleration (with interest
upon such principal and premium, if any, and, to the extent that such payment
is enforceable under applicable law, upon overdue installments of interest, at
the rate per annum expressed in the Securities of that series to the date of
such payment or deposit) and the amount payable to the Trustee under Section
7.07, and



          (2) any and all Events of Default under the Indenture with respect to such
series, other than the nonpayment of principal on Securities of that series
that shall not have become due by their terms, shall have been remedied or
waived as provided in Section 6.06. No such rescission and annulment shall
extend to or shall affect any subsequent default or impair any right consequent
thereon.



     (d) In case the Trustee shall have proceeded to enforce any right with
respect to Securities of that series under this Indenture and such proceedings
shall have been discontinued or abandoned because of such rescission or
annulment or for any other reason or shall have been determined adversely to
the Trustee, then and in every such case, subject to any determination in such
proceedings, the Company, and the Trustee shall be restored respectively to
their former positions and rights hereunder, and all rights, remedies and
powers of the Company and the Trustee shall continue as though no such
proceedings had been taken.


SECTION 6.02 COLLECTION OF INDEBTEDNESS AND SUITS FOR ENFORCEMENT BY TRUSTEE.




     (a) The Company covenants that




          (1) in case it shall default in the payment of any installment of interest
on any of the Securities of a series, as and when the same shall have become
due and payable, and such default shall have continued for a period of 90 days,
or



          (2) in case it shall default in the payment of the principal of (or
premium, if any, on) any of the Securities of a series when the same shall have
become due and payable, whether upon maturity of the Securities of a series or
upon redemption or upon declaration, pursuant to any sinking or analogous fund
established with respect to that series or otherwise, then, upon demand of the
Trustee, the Company will pay to the Trustee, for the benefit of the holders of
the Securities of that series, the whole amount that then shall have been
become due



-23-









 




and payable on all such Securities for principal (and premium, if any) or
interest, or both, as the case may be, with interest upon the overdue principal
(and premium, if any) and (to the extent that payment of such interest is
enforceable under applicable law) upon overdue installments of interest at the
rate per annum expressed in the Securities of that series; and, in addition
thereto, such further amount as shall be sufficient to cover the costs and
expenses of collection, and the amount payable to the Trustee under Section
7.07.




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



     (c) In case of any receivership, insolvency, liquidation, bankruptcy,
reorganization, readjustment, arrangement, composition or judicial proceedings
affecting the Company, or its creditors or property, the Trustee shall have
power to intervene in such proceedings and take any action therein that may be
permitted by the court and shall (except as may be otherwise provided by law)
be entitled to file such proofs of claim and other papers and documents as may
be necessary or advisable in order to have the claims of the Trustee and of the
holders of Securities of such series allowed for the entire amount due and
payable by the Company under the Indenture at the date of institution of such
proceedings and for any additional amount that may become due and payable by
the Company after such date, and to collect and receive any moneys or other
property payable or deliverable on any such claim, and to distribute the same
after the deduction of the amount payable to the Trustee under Section 7.07;
and any receiver, assignee or trustee in bankruptcy or reorganization is hereby
authorized by each of the holders of Securities of such series to make such
payments to the Trustee, and, in the event that the Trustee shall consent to
the making of such payments directly to such Securityholders, to pay to the
Trustee any amount due it under Section 7.07.



     (d) All rights of action and of asserting claims under this Indenture, or
under any of the terms established with respect to Securities of that series,
may be enforced by the Trustee without the possession of any of such
Securities, or the production thereof at any trial or other proceeding relative
thereto, and any such suit or proceeding instituted by the Trustee shall be
brought in its own name as trustee of an express trust, and any recovery of
judgment shall, after provision for payment to the Trustee of any amounts due
under Section 7.07, be for the ratable benefit of the holders of the Securities
of such series. In case of an Event of Default hereunder, the Trustee may in
its discretion proceed to protect and enforce the rights vested in it by this
Indenture by such appropriate judicial proceedings as the Trustee shall deem
most effectual to protect and enforce any of such rights, either at law or in
equity or in bankruptcy or otherwise, whether for the specific enforcement of
any covenant or agreement contained in the Indenture or in aid of the exercise
of any power granted in this Indenture, or to enforce any other legal or
equitable right vested in the Trustee by this Indenture or by law. Nothing
contained herein shall be deemed to authorize the Trustee to authorize or
consent to or accept or adopt on behalf of any Securityholder any plan of
reorganization, arrangement, adjustment or composition affecting the



-24-









 




Securities of that series or the rights of any holder thereof or to
authorize the Trustee to vote in respect of the claim of any Securityholder in
any such proceeding.




SECTION 6.03 APPLICATION OF MONEYS COLLECTED.




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



     FIRST: To the payment of costs and expenses of collection and of all
amounts payable to the Trustee under Section 7.07;



     SECOND: To the payment of all Senior Indebtedness of the Company if and to
the extent required by Article XIV or other subordination provisions applicable
with respect to such series; and



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



SECTION 6.04 LIMITATION ON SUITS.




     No holder of any Security of any series shall have any right by virtue or
by availing of any provision of this Indenture to institute any suit, action or
proceeding in equity or at law upon or under or with respect to this Indenture
or for the appointment of a receiver or trustee, or for any other remedy
hereunder, unless



     (1) such holder previously shall have given to the Trustee written notice
of an Event of Default and of the continuance thereof with respect to the
Securities of such series specifying such Event of Default, as hereinbefore
provided;



     (2) the holders of not less than 25% in aggregate principal amount of the
Securities of such series then Outstanding shall have made written request upon
the Trustee to institute such action, suit or proceeding in its own name as
trustee hereunder;



     (3) such holder or holders shall have offered to the Trustee such
reasonable indemnity as it may require against the costs, expenses and
liabilities to be incurred therein or thereby; and



     (4) the Trustee for 60 days after its receipt of such notice, request and
offer of indemnity, shall have failed to institute any such action, suit or
proceeding and



     (5) during such 60 day period, the holders of a majority in principal
amount of the Securities of that series do not give the Trustee a direction
inconsistent with the request. Notwithstanding anything contained herein to the
contrary, the right of any holder of any



-25-









 




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



SECTION 6.05 RIGHTS AND REMEDIES CUMULATIVE; DELAY OR OMISSION NOT WAIVER.




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



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



SECTION 6.06 CONTROL BY SECURITYHOLDERS.




     The holders of a majority in aggregate principal amount of the Securities
of any series at the time Outstanding, determined in accordance with Section
8.01, shall have the right to direct the time, method and place of conducting
any proceeding for any remedy available to the Trustee, or exercising any trust
or power conferred on the Trustee with respect to such series; provided,
however, that such direction shall not be in conflict with any rule of law or
with this Indenture or be unduly prejudicial to the rights of holders of
Securities of any other series at the time Outstanding determined in accordance
with Section 8.01. Subject to the provisions of Section 7.01, the Trustee shall
have the right to decline to follow any such direction if the Trustee in good
faith shall, by a Responsible Officer or Officers of the Trustee, determine
that the proceeding so directed would involve the Trustee in personal
liability. The holders of a majority in aggregate principal amount of the
Securities of any series at the time Outstanding affected thereby, determined
in accordance with Section 8.01, may on behalf of the holders of all



-26-









 




of the Securities of such series waive any past default in the performance
of any of the covenants contained herein or established pursuant to Section
2.01 with respect to such series and its consequences, except a default in the
payment of the principal of (or premium, if any) or interest on, any of the
Securities of that series as and when the same shall become due by the terms of
such Securities otherwise than by acceleration (unless such default has been
cured and a sum sufficient to pay all matured installments of interest and
principal and any premium has been deposited with the Trustee (in accordance
with Section 6.01(c)) or in respect of a covenant or provision hereof which
under Article IX cannot be modified or amended without the consent of the
holder of each Outstanding Security affected. Upon any such waiver, the default
covered thereby shall be deemed to be cured for all purposes of this Indenture
and the Company, the Trustee and the holders of the Securities of such series
shall be restored to their former positions and rights hereunder, respectively;
but no such waiver shall extend to any subsequent or other default or impair
any right consequent thereon.




SECTION 6.07 UNDERTAKING TO PAY COSTS.




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



ARTICLE VII

CONCERNING THE TRUSTEE




SECTION 7.01 CERTAIN DUTIES AND RESPONSIBILITIES OF TRUSTEE.




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



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



          (1) prior to the occurrence of an Event of Default with respect to the
Securities of a series and after the curing or waiving of all such Events of
Default with respect to that series that may have occurred: the duties and
obligations of the Trustee shall with respect to the Securities of such series
be determined solely by the express provisions of this Indenture, and the
Trustee shall not be liable with respect to the Securities of such series
except for the performance of such duties and obligations as are specifically
set forth in this Indenture, and no implied covenants or obligations shall be
read into this Indenture against the Trustee; and in the absence of bad faith
on the part of the Trustee, the Trustee may with respect to the Securities of
such series conclusively rely, as to the truth of the statements and the
correctness of the opinions expressed therein, upon any certificates or
opinions furnished to the Trustee and conforming to the requirements of this
Indenture; but in the case of any such certificates or opinions that by any
provision hereof are specifically required to be furnished to the Trustee, the
Trustee shall be under a duty to examine the same to determine whether or not
they conform to the requirement of this Indenture;



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



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



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



SECTION 7.02 NOTICE OF DEFAULTS.




     If a Default occurs hereunder with respect to Securities of any series and
is known to a Responsible Officer of the Trustee, the Trustee shall give the
holders of Securities of such series notice of such Default as and to the
extent provided by the Trust Indenture Act; provided, however, that in the case
of any Default of the character specified in clause (3) of Section 6.01(a) with
respect to Securities of such series, no such notice to holders shall be given
until at least 30 days after the occurrence thereof.



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SECTION 7.03 CERTAIN RIGHTS OF TRUSTEE.




     Except as otherwise provided in Section 7.01:



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



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



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



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



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



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



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


SECTION 7.04 TRUSTEE NOT RESPONSIBLE FOR RECITALS OR ISSUANCE OR SECURITIES.




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



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



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



SECTION 7.05 MAY HOLD SECURITIES.




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



SECTION 7.06 MONEYS HELD IN TRUST.




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



SECTION 7.07 COMPENSATION AND REIMBURSEMENT.




     (a) The Company covenants and agrees to pay to the Trustee, and the
Trustee shall be entitled to, such reasonable compensation (which shall not be
limited by any provision of law in regard to the compensation of a trustee of
an express trust), as the Company, and the Trustee may from time to time agree
in writing, for all services rendered by it in the execution of the trusts
hereby created and in the exercise and performance of any of the powers and
duties hereunder of the Trustee, and, except as otherwise expressly provided
herein, the Company will pay or reimburse the Trustee upon its request for all
reasonable expenses, disbursements and advances incurred or made by the Trustee
in accordance with any of the provisions of this Indenture (including the
reasonable compensation and the expenses and disbursements of its counsel and
of all Persons not regularly in its employ) except any such expense,
disbursement or advance as may arise from its negligence or bad faith. The
Company also covenants to indemnify the Trustee (and its officers, agents,
directors and employees) for, and to hold it harmless against,



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any loss, liability or expense incurred without negligence or bad faith on
the part of the Trustee and arising out of or in connection with the acceptance
or administration of this trust, including the costs and expenses of defending
itself against any claim of liability in the premises.



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



SECTION 7.08 RELIANCE ON OFFICERS’ CERTIFICATE.




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



SECTION 7.09 DISQUALIFICATION; CONFLICTING INTERESTS.




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



SECTION 7.10 CORPORATE TRUSTEE REQUIRED; ELIGIBILITY.




     There shall at all times be a Trustee with respect to the Securities
issued hereunder which shall at all times be a corporation organized and doing
business under the laws of the United States of America or any State or
Territory thereof or of the District of Columbia, or a corporation or other
Person permitted to act as trustee by the Commission, authorized under such
laws to exercise corporate trust powers, having a combined capital and surplus
of at least fifty million U.S. dollars ($50,000,000), and subject to
supervision or examination by federal, state, territorial, or District of
Columbia authority. If such corporation publishes reports of condition at least
annually, pursuant to law or to the requirements of the aforesaid supervising
or examining authority, then for the purposes of this Section, the combined
capital and surplus of such corporation shall be deemed to be its combined
capital and surplus as set forth in its most recent report of condition so
published. The Company may not, nor may any Person directly or indirectly
controlling, controlled by, or under common control with the Company, serve as
Trustee. In case at any time the Trustee shall cease to be eligible in
accordance with the provisions of this Section, the Trustee shall resign
immediately in the manner and with the effect specified in Section 7.11.



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SECTION 7.11 RESIGNATION AND REMOVAL; APPOINTMENT OF SUCCESSOR.




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



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



          (1) the Trustee shall fail to comply with the provisions of Section 7.09
after written request therefor by the Company or by any Securityholder who has
been a bona fide holder of a Security or Securities for at least six months; or



          (2) the Trustee shall cease to be eligible in accordance with the
provisions of Section 7.10 and shall fail to resign after written request
therefor by the Company or by any such Securityholder; or



          (3) the Trustee shall become incapable of acting, or shall be adjudged a
bankrupt or insolvent, or commence a voluntary bankruptcy proceeding, or a
receiver of the Trustee or of its property shall be appointed or consented to,
or any public officer shall take charge or control of the Trustee or of its
property or affairs for the purpose of rehabilitation, conservation or
liquidation, then, in any such case, the Company may remove the Trustee with
respect to all Securities and appoint a successor trustee by written
instrument, in duplicate, executed by order of the Board of Directors, one copy
of which instrument shall be delivered to the Trustee so removed and one copy
to the successor trustee, or, unless, in the case of a failure to comply with
Section 7.09, the Trustee’s duty to resign is stayed as provided in the
penultimate paragraph of Section 310(b) of the Trust Indenture Act, any
Securityholder who has been a bona fide holder of a Security or Securities for
at least six months may, on behalf of that holder and all others similarly
situated, petition any court of competent jurisdiction for the removal of the
Trustee and the appointment of a successor trustee. Such court may thereupon
after such notice, if any, as it may deem proper and prescribe, remove the
Trustee and appoint a successor trustee.



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



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so notifying the Trustee and the Company and may appoint a successor
Trustee for such series with the consent of the Company.




     (d) Any resignation or removal of the Trustee and appointment of a
successor trustee with respect to the Securities of a series pursuant to any of
the provisions of this Section shall become effective upon acceptance of
appointment by the successor trustee as provided in Section 7.12.



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



SECTION 7.12 ACCEPTANCE OF APPOINTMENT BY SUCCESSOR.




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



     (b) In case of the appointment hereunder of a successor trustee with
respect to the Securities of one or more (but not all) series, the Company, the
retiring Trustee and each successor trustee with respect to the Securities of
one or more series shall execute and deliver an indenture supplemental hereto
wherein each successor trustee shall accept such appointment and which



          (1) shall contain such provisions as shall be necessary or desirable to
transfer and confirm to, and to vest in, each successor trustee all the rights,
powers, trusts and duties of the retiring Trustee with respect to the
Securities of that or those series to which the appointment of such successor
trustee relates,



          (2) shall contain such provisions as shall be deemed necessary or
desirable to confirm that all the rights, powers, trusts and duties of the
retiring Trustee with respect to the Securities of that or those series as to
which the retiring Trustee is not retiring shall continue to be vested in the
retiring Trustee, and



          (3) shall add to or change any of the provisions of this Indenture as
shall be necessary to provide for or facilitate the administration of the
trusts hereunder by more than one Trustee, it being understood that nothing
herein or in such supplemental indenture shall constitute such Trustees
co-trustees of the same trust, that each such Trustee shall be trustee of a
trust or trusts hereunder separate and apart from any trust or trusts hereunder
administered by any other such Trustee and that no Trustee shall be responsible
for any act or failure to act on the part of any other Trustee hereunder; and
upon the execution and delivery of such supplemental



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




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



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



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


SECTION 7.13 MERGER, CONVERSION, CONSOLIDATION OR SUCCESSION TO BUSINESS.




     Any corporation into which the Trustee may be merged or converted or with
which it may be consolidated, or any corporation resulting from any merger,
conversion or consolidation to which the Trustee shall be a party, or any
corporation succeeding to the corporate trust business of the Trustee, shall be
the successor of the Trustee hereunder, provided that such corporation shall be
qualified under the provisions of Section 7.09 and eligible under the
provisions of Section 7.10, without the execution or filing of any paper or any
further act on the part of any of the parties hereto, anything herein to the
contrary notwithstanding. In case any Securities shall have been authenticated,
but not delivered, by the Trustee then in office, any successor by merger,
conversion or consolidation to such authenticating Trustee may adopt such
authentication and deliver the Securities so authenticated with the same effect
as if such successor Trustee had itself authenticated such Securities.



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SECTION 7.14 PREFERENTIAL COLLECTION OF CLAIMS AGAINST THE COMPANY.




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



ARTICLE VIII

CONCERNING THE SECURITYHOLDERS




SECTION 8.01 EVIDENCE OF ACTION BY SECURITYHOLDERS.




     Whenever in this Indenture it is provided that the holders of a majority
or specified percentage in aggregate principal amount of the Securities of a
particular series may take any action (including the making of any demand or
request, the giving of any notice, consent or waiver or the taking of any other
action), the fact that at the time of taking any such action the holders of
such majority or specified percentage of that series have joined therein may be
evidenced by any instrument or any number of instruments of similar tenor
executed by such holders of Securities of that series in Person or by agent or
proxy appointed in writing. If the Company shall solicit from the
Securityholders of any series any request, demand, authorization, direction,
notice, consent, waiver or other action, the Company may, at its option, as
evidenced by an Officers’ Certificate, fix in advance a record date for such
series for the determination of Securityholders entitled to give such request,
demand, authorization, direction, notice, consent, waiver or other action, but
the Company shall have no obligation to do so. If such a record date is fixed,
such request, demand, authorization, direction, notice, consent, waiver or
other action may be given before or after the record date, but only the
Securityholders of record at the close of business on the record date shall be
deemed to be Securityholders for the purposes of determining whether
Securityholders of the requisite proportion of Outstanding Securities of that
series have authorized or agreed or consented to such request, demand,
authorization, direction, notice, consent, waiver or other action, and for that
purpose the Outstanding Securities of that series shall be computed as of the
record date; provided, however, that no such authorization, agreement or
consent by such Securityholders on the record date shall be deemed effective
unless it shall become effective pursuant to the provisions of this Indenture
not later than six months after the record date.



SECTION 8.02 PROOF OF EXECUTION BY SECURITYHOLDERS.




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



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



     (b) The ownership of Securities shall be proved by the Security Register
of such Securities or by a certificate of the Security Registrar thereof.



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



SECTION 8.03 WHO MAY BE DEEMED OWNERS.




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



SECTION 8.04 CERTAIN SECURITIES OWNED BY COMPANY DISREGARDED.




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



SECTION 8.05 ACTIONS BINDING ON FUTURE SECURITYHOLDERS.




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



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percentage in aggregate principal amount of the Securities of a particular
series specified in this Indenture in connection with such action shall be
conclusively binding upon the Company, the Trustee and the holders of all the
Securities of that series.




ARTICLE IX

SUPPLEMENTAL INDENTURES



SECTION 9.01 SUPPLEMENTAL INDENTURES WITHOUT THE CONSENT OF SECURITYHOLDERS.




     In addition to any supplemental indenture otherwise authorized by this
Indenture, the Company and the Trustee may from time to time and at any time
enter into an indenture or indentures supplemental hereto (which shall conform
to the provisions of the Trust Indenture Act as then in effect), without the
consent of the Securityholders, for one or more of the following purposes:



     (1) to cure any ambiguity, defect, or inconsistency herein, in the
Securities of any series;



     (2) to comply with Article X;



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



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



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



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



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



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



-37-









 




administration of the trusts hereunder by more than one Trustee, pursuant
to the requirements of Section 7.12.




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



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



SECTION 9.02 SUPPLEMENTAL INDENTURES WITH CONSENT OF SECURITYHOLDERS.




     With the consent (evidenced as provided in Section 8.01) of the holders of
not less than a majority in aggregate principal amount of the Securities of
each series affected by such supplemental indenture or indentures at the time
Outstanding, the Company, when authorized by a Board Resolution, and the
Trustee may from time to time and at any time enter into an indenture or
indentures supplemental hereto (which shall conform to the provisions of the
Trust Indenture Act as then in effect) for the purpose of adding any provisions
to or changing in any manner or eliminating any of the provisions of this
Indenture or of any supplemental indenture or of modifying in any manner not
covered by Section 9.01 the rights of the holders of the Securities of such
series under this Indenture; provided, however, that no such supplemental
indenture shall, without the consent of the holders of each Security then
Outstanding and affected thereby:



     (1) change the maturity of the principal of, or any installment of
principal of or interest on, any Security, or reduce the principal amount
thereof or the rate of interest thereon or any premium payable upon the
redemption thereof, or reduce the amount of the principal of an Original Issue
Discount Security or any other Security which would be due and payable upon a
declaration of acceleration of the maturity thereof pursuant to Section 6.01 or
change the coin or currency in which any Security or any premium or interest
thereon is payable, or impair the right to institute suit for the enforcement
of any such payment on or after the maturity thereof (or, in the case of
redemption, on or after the redemption date), 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 certain defaults hereunder and their consequences provided for in
this Indenture, or



     (3) modify any of the provisions of this Section or Section 6.06 relating
to waivers of default, 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



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changes in this Section, or the deletion of this proviso, in accordance
with the requirements of Sections 7.12 and 9.01(8); or




     (4) modify the provisions of this Indenture with respect to the
subordination of such Security in a manner adverse to the holder thereof.



     A supplemental indenture which changes or eliminates any covenant or other
provision of this Indenture which has expressly been included solely for the
benefit of one or more particular series of Securities, or which modifies the
rights of the holders of Securities of such series with respect to such
covenant or other provision, shall be deemed not to affect the rights under
this Indenture of the holders of Securities of any other series. It shall not
be necessary for the consent of the Securityholders of any series affected
thereby under this Section to approve the particular form of any proposed
supplemental indenture, but it shall be sufficient if such consent shall
approve the substance thereof.



SECTION 9.03 EFFECT OF SUPPLEMENTAL INDENTURES.




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



SECTION 9.04 SECURITIES AFFECTED BY SUPPLEMENTAL INDENTURES.




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



SECTION 9.05 EXECUTION OF SUPPLEMENTAL INDENTURES.




     Upon the request of the Company, accompanied by its Board Resolutions
authorizing the execution of any such supplemental indenture, and upon the
filing with the Trustee of evidence of the consent of Securityholders required
to consent thereto as aforesaid, the Trustee shall join with the Company in the
execution of such supplemental indenture unless such supplemental indenture
affects the Trustee’s own rights, duties or immunities under this Indenture or
otherwise, in which case the Trustee may in its discretion but shall not be
obligated to enter into such supplemental indenture. The Trustee, subject to
the provisions of Section 7.01, may receive an Opinion of Counsel as conclusive
evidence that any supplemental indenture executed



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pursuant to this Article is authorized or permitted by, and conforms to,
the terms of this Article and that it is proper for the Trustee under the
provisions of this Article to join in the execution thereof; provided, however,
that such Opinion of Counsel need not be provided in connection with the
execution of a supplemental indenture that establishes the terms of a series of
Securities pursuant to Section 2.01 hereof.




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



ARTICLE X

SUCCESSOR ENTITY




SECTION 10.01 COMPANY MAY CONSOLIDATE, ETC.




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



SECTION 10.02 SUCCESSOR ENTITY SUBSTITUTED.




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



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Company with the same effect as if it had been named as the Company
herein, and thereupon the predecessor corporation shall be relieved of all
obligations and covenants under this Indenture and the Securities.




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



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



SECTION 10.03 EVIDENCE OF CONSOLIDATION, ETC. TO TRUSTEE.




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



ARTICLE XI

SATISFACTION AND DISCHARGE; DEFEASANCE




SECTION 11.01 SATISFACTION AND DISCHARGE.




     This Indenture will be discharged and will cease to be of further effect
with respect to a series of Securities (except as to any surviving rights of
registration of transfer or exchange of such series of Securities herein
expressly provided for), and the Trustee, at the expense of the Company, shall
execute proper instruments acknowledging satisfaction and discharge of this
Indenture with respect to such series, when:



     (1) either (A) all Securities of that series theretofore authenticated and
delivered (other than (i) any Securities that shall have been destroyed, lost
or stolen and that shall have been replaced or paid as provided in Section 2.07
and (ii) Securities for whose payment money or noncallable Governmental
Obligations have theretofore been deposited in trust or segregated and held in
trust by the Company and thereafter repaid to the Company or discharged from
such trust, as provided in Section 11.05) have been delivered to the Trustee
for cancellation; or (B) all Securities of such series not theretofore
delivered to the Trustee for cancellation (i) have become due and payable, or
(ii) will by their terms become due and payable within one year, or (iii) are
to be called for redemption within one year under arrangements satisfactory to
the Trustee for the giving of notice of redemption, and the Company shall
deposit or cause to be deposited with the Trustee as trust funds in trust for
the purpose (x) moneys in an amount, or (y) noncallable Governmental
Obligations the scheduled principal of and interest on which in accordance with
their terms will provide, not later than the due date of any payment, money in
an amount, or (z) a combination thereof, sufficient, in the case of (y) or (z),
in the opinion of a nationally recognized firm of independent public
accountants expressed in a written certification thereof delivered to the
Trustee, to pay and discharge, at maturity or upon redemption, all Securities
of that series not theretofore delivered to the Trustee for cancellation,
including principal (and premium, if any)



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and interest due or to become due to such date of maturity or date fixed
for redemption, as the case may be;




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



     (3) the Company has delivered to the Trustee an Officers’ Certificate and
an Opinion of Counsel, each stating that all the conditions precedent herein
provided for relating to the satisfaction and discharge of this Indenture with
respect to such series of Securities have been complied with. Notwithstanding
the satisfaction and discharge of this Indenture with respect to a series of
Securities, the obligations of the Trustee under Section 7.07 and, if money
shall have been deposited with the Trustee pursuant to subclause (y) of clause
(1) of this Section, the obligations of the Trustee under Sections 11.03 and
11.05 shall survive.



SECTION 11.02 DEFEASANCE.




     The Company may, at its option and at any time (including notwithstanding
the exercise by the Company of a Covenant Defeasance (as defined herein)),
elect to have its obligations discharged with respect to a series of the
Securities (“Legal Defeasance”). Such Legal Defeasance means that the Company
shall be deemed to have paid and discharged the entire indebtedness represented
by such series of Securities, except for (a) the rights of holders to receive
payments in respect of the principal of (and premium, if any) and interest on
the Securities when such payments are due solely from the trust fund described
in this Section, (b) the Company’s obligations with respect to such series of
Securities concerning issuing temporary Securities, registration of transfer or
exchange of such series of Securities, mutilated, destroyed, lost or stolen
Securities of such series and the maintenance of an office or agency for
payments, (c) the rights, powers, trust, duties and immunities of the Trustee
and the Company’s obligations in connection therewith and (d) the Legal
Defeasance provisions of this Indenture. In addition, the Company may, at its
option and at any time, elect to have the obligations of the Company released
with respect to covenants provided with respect to such series of Securities
under Section 2.01(16), 9.01(4) and 9.01(7) of this Indenture (“Covenant
Defeasance”) and thereafter any omission to comply with such obligations shall
not constitute a Default or Event of Default with respect to such series of
Securities. In the event of Covenant Defeasance, those events described under
Section 6.01(a) with respect to the foregoing covenants will no longer
constitute an Event of Default with respect to such series of Securities.



     In order to exercise either Legal Defeasance or Covenant Defeasance:



     (1) the Company must irrevocably deposit with the Trustee, in trust, for
the benefit of the holders of such series, (A) moneys in an amount, or (B)
noncallable Governmental Obligations the scheduled principal of and interest on
which in accordance with their terms will provide, not later than the due date
of any payment, money in an amount, or (C) a combination thereof, sufficient,
in the case of (B) or (C), in the opinion of a nationally recognized firm of
independent public accountants expressed in a written certification thereof
delivered to the Trustee, to pay and discharge, at maturity or upon redemption,
the principal of (and premium, if any) and interest on such series of
Securities on the stated date for payment thereof or on the applicable
redemption date, as the case may be;



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     (2) in the case of Legal Defeasance, the Company shall have delivered to
the Trustee an Opinion of Counsel confirming that (A) the Company has received
from, or there has been published by, the Internal Revenue Service a ruling or
(B) since the date of this Indenture, there has been a change in the applicable
federal income tax law, in either case to the effect that, and based thereon
such Opinion of Counsel shall confirm that, the holders of such series of
Securities will not recognize income, gain or loss for federal income tax
purposes as a result of such Legal Defeasance and will be subject to federal
income tax on the same amounts, in the same manner and at the same times as
would have been the case if such Legal Defeasance had not occurred;



     (3) in the case of Covenant Defeasance, the Company shall have delivered
to the Trustee an Opinion of Counsel confirming that the holders of such series
of Securities will not recognize income, gain or loss for federal income tax
purposes as a result of such Covenant Defeasance and will be subject to federal
income tax on the same amounts, in the same manner and at the same times as
would have been the case if such Covenant Defeasance had not occurred;



     (4) no Default or Event of Default shall have occurred and be continuing
on the date of such deposit or insofar as Events of Default under clauses (4)
and (5) of Section 6.01(a) with respect to the Securities of such series are
concerned, at any time in the period ending on the 91st day after the date of
deposit;



     (5) the Company shall have delivered to the Trustee an Officers’
Certificate and an Opinion of Counsel, each stating that all conditions
precedent provided for or relating to the Legal Defeasance or the Covenant
Defeasance, as the case may be, have been complied with; and



     (6) if such series of Securities are to be redeemed prior to final
maturity (other than from mandatory sinking fund payments or analogous
payments), notice of such redemption shall have been duly given pursuant to
this Indenture or provision therefor satisfactory to the Trustee shall have
been made.



SECTION 11.03 DEPOSITED MONEYS TO BE HELD IN TRUST.




     All moneys or Governmental Obligations deposited with the Trustee pursuant
to Sections 11.01 or 11.02 shall be held in trust and shall be available for
payment as due, either directly or through any paying agent (including the
Company acting as its own paying agent), to the holders of the particular
series of Securities for the payment or redemption of which such moneys or
Governmental Obligations have been deposited with the Trustee. Funds held
pursuant to this Section with respect to any series of Securities shall not be
subject to the claims of the holders of Senior Indebtedness with respect to
such series, provided, that at the time of the deposit of such funds with the
Trustee under this Article, no event had occurred that would, under the
subordination provisions related to such series, require that any payment to be
made to the holders of such Securities be paid or paid over to the holders of
such Senior Indebtedness.



SECTION 11.04 PAYMENT OF MONEYS HELD BY PAYING AGENTS.




     In connection with the satisfaction and discharge of this Indenture all
moneys or Governmental Obligations then held by any paying agent under the
provisions of this Indenture



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shall, upon demand of the Company, be paid to the Trustee and thereupon
such paying agent shall be released from all further liability with respect to
such moneys or Governmental Obligations.



SECTION 11.05 REPAYMENT TO COMPANY.




     Any moneys or Governmental Obligations deposited with any paying agent or
the Trustee, or then held by the Company, in trust for payment of principal of
(or premium, if any) or interest on the Securities of a particular series that
are not applied but remain unclaimed by the holders of such Securities for at
least two years after the date upon which the principal of (and premium, if
any) or interest on such Securities shall have respectively become due and
payable, shall be repaid to the Company on May 31 of each year or (if then held
by the Company) shall be discharged from such trust; and thereupon the paying
agent and the Trustee shall be released from all further liability with respect
to such moneys or Governmental Obligations, and the holder of any of the
Securities entitled to receive such payment shall thereafter, as an unsecured
general creditor, look only to the Company for the payment thereof.



ARTICLE XII

IMMUNITY OF INCORPORATORS,

STOCKHOLDERS, OFFICERS AND DIRECTORS




SECTION 12.01 NO RECOURSE.




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



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ARTICLE XIII

MISCELLANEOUS PROVISIONS




SECTION 13.01 EFFECT ON SUCCESSORS AND ASSIGNS.




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



SECTION 13.02 ACTIONS BY SUCCESSOR.




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



SECTION 13.03 SURRENDER OF COMPANY POWERS.




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



SECTION 13.04 NOTICES.




     Except as otherwise expressly provided herein any notice or demand that by
any provision of this Indenture is required or permitted to be given or served
by the Trustee or by the holders of Securities to or on the Company may be
given or served by being deposited first class postage prepaid in a post-office
letterbox addressed (until another address is filed in writing by the Company
with the Trustee), as follows: [            ]. Any notice, election, request
or demand by the Company or any Securityholder to or upon the Trustee shall be
deemed to have been sufficiently given or made, for all purposes, if given or
made in writing at the Corporate Trust Office of the Trustee.



SECTION 13.05 GOVERNING LAW.




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



     SECTION 13.06 TREATMENT OF SECURITIES AS DEBT.



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



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SECTION 13.07 COMPLIANCE CERTIFICATES AND OPINIONS.




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



     (b) Each certificate or opinion provided for in this Indenture and
delivered to the Trustee with respect to compliance with a condition or
covenant in this Indenture shall include



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



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



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



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



SECTION 13.08 PAYMENTS ON BUSINESS DAYS.




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



SECTION 13.09 CONFLICT WITH TRUST INDENTURE ACT.




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



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SECTION 13.10 COUNTERPARTS.




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



SECTION 13.11 SEPARABILITY.




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



SECTION 13.12 ASSIGNMENT.




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



ARTICLE XIV

SUBORDINATION OF SECURITIES




SECTION 14.01 SUBORDINATION TERMS.




     The payment by the Company of the principal of, premium, if any, and
interest on any series of Securities issued hereunder shall be subordinated to
the extent set forth in an indenture supplemental hereto relating to such
securities.



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






	 	 	 	 	 
	 	GUILFORD PHARMACEUTICALS INC.

 
	 	By:  	 
	 	 	Name:  	 
	 	 	Title:  	 
	 








	 	 	 	 	 
	 	 	, as Trustee 
	 









	 	 	 	 	 
	 	By:  	 
	 	 	Name:  	 
	 	 	Title:  	 
	 














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