exv4w7



 





Exhibit 4.7




BRIGHAM EXPLORATION COMPANY

ISSUER




AND




__________________________________________

TRUSTEE




________________




INDENTURE




DATED AS OF _______, 20__




________________




SENIOR DEBT SECURITIES

(Issuable in Series)






 









 








BRIGHAM EXPLORATION COMPANY




RECONCILIATION AND TIE BETWEEN TRUST INDENTURE ACT OF 1939



AND INDENTURE, DATED AS OF ________, 20__




	 	 	 
	Section of	 	 
	Trust Indenture	 	Section(s) of
	Act of 1939
	 	Indenture

	§ 310 (a)(1)
	 	6.09
	(a)(2)
	 	6.09
	(a)(3)
	 	Not Applicable
	(a)(4)
	 	Not Applicable
	(b)
	 	6.08, 6.10
	§ 311 (a)
	 	6.13
	(b)
	 	6.13
	(c)
	 	Not Applicable
	§ 312 (a)
	 	7.01, 7.02(a)
	(b)
	 	7.02(b)
	(c)
	 	7.02(b)
	§ 313 (a)
	 	7.03(a)
	(b)
	 	7.03(a)
	(c)
	 	7.03(a)
	(d)
	 	7.03(b)
	§ 314 (a)
	 	7.04, 10.05
	(b)
	 	Not Applicable
	(c)(1)
	 	10.3
	(c)(2)
	 	10.3
	(c)(3)
	 	Not Applicable
	(d)
	 	Not Applicable
	(e)
	 	10.3
	§ 315 (a)
	 	6.01(a)
	(b)
	 	6.02
	(c)
	 	6.01(b)
	(d)
	 	6.01(c)
	(d)(1)
	 	6.01(a)(1)
	(d)(2)
	 	6.01(c)(2)
	(d)(3)
	 	6.01(c)(3)
	(e)
	 	5.14







 









 






	 	 	 
	Section of	 	 
	Trust Indenture	 	Section(s) of
	Act of 1939
	 	Indenture

	§ 316 (a)(1)(A)
	 	5.02, 5.12
	(a)(1)(B)
	 	5.13
	(a)(2)
	 	Not Applicable
	(a) last sentence
	 	1.01
	(b)
	 	5.08
	§ 317 (a)(1)
	 	5.03
	(a)(2)
	 	5.04
	(b)
	 	10.03
	§ 318 (a)
	 	1.08













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




 









 










TABLE OF CONTENTS1




	 	 	 	 	 
	RECITALS OF THE COMPANY
	 	 	1	 
	ARTICLE ONE
	 	 	1	 
	DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION
	 	 	1	 
	Section 1.01. Definitions
	 	 	1	 
	Act 1
	 	 	 	 
	Additional Amounts
	 	 	1	 
	Affiliate
	 	 	2	 
	Agent Members
	 	 	2	 
	Authenticating Agent
	 	 	2	 
	Authorized Newspaper
	 	 	2	 
	Board of Directors
	 	 	2	 
	Board Resolution
	 	 	2	 
	Business Day
	 	 	2	 
	Commission
	 	 	2	 
	Company
	 	 	2	 
	Company Request
	 	 	2	 
	Company Order
	 	 	2	 
	Consolidated Net Assets
	 	 	2	 
	Conversion Event
	 	 	2	 
	Corporate Trust Office
	 	 	2	 
	Debt
	 	 	3	 
	Default
	 	 	3	 
	Defaulted Interest
	 	 	3	 
	Dollar
	 	 	3	 
	Event of Default
	 	 	3	 
	Exchange Rate
	 	 	3	 
	Global Security
	 	 	3	 
	Holder
	 	 	3	 
	Indenture
	 	 	3	 
	Interest
	 	 	3	 
	Interest Payment Date
	 	 	3	 
	Judgment Currency
	 	 	3	 
	Maturity
	 	 	3	 
	Mortgage
	 	 	3	 
	Officers’ Certificate
	 	 	3	 
	Opinion of Counsel
	 	 	3	 
	Original Issue Discount Security
	 	 	4	 
	Outstanding
	 	 	4	 
	Paying Agent
	 	 	4	 
	Person
	 	 	4	 
	Place of Payment
	 	 	4	 
	Predecessor Security
	 	 	4	 
	Principal Property
	 	 	5	 
	Redemption Date
	 	 	5	 
	Redemption Price
	 	 	5	 
	Regular Record Date
	 	 	5	 
	Required Currency
	 	 	5	 
	Responsible Officer
	 	 	5	 
	Restricted Subsidiary
	 	 	5	 
	Securities
	 	 	5	 










	1	 	Note: This table of contents shall not, for any purpose, be deemed to be a part of the Indenture.





i









 






	 	 	 	 	 
	Security Custodian
	 	 	5	 
	Security Register
	 	 	5	 
	Special Record Date
	 	 	5	 
	Stated Maturity
	 	 	5	 
	Stockholders’ Equity
	 	 	5	 
	Subsidiary
	 	 	6	 
	Trust Indenture Act
	 	 	6	 
	Trustee
	 	 	6	 
	United States
	 	 	6	 
	United States Alien
	 	 	6	 
	U.S. Government Obligations
	 	 	6	 
	Vice President
	 	 	6	 
	Yield to Maturity
	 	 	6	 
	Section 1.02. Incorporation by Reference of Trust Indenture Act
	 	 	6	 
	Section 1.03. Compliance Certificates and Opinions
	 	 	7	 
	Section 1.04. Form of Documents Delivered to Trustee
	 	 	7	 
	Section 1.05. Acts of Holders; Record Dates
	 	 	7	 
	Section 1.06. Notices, Etc., to Trustee and Company
	 	 	8	 
	Section 1.07. Notice to Holders; Waiver
	 	 	9	 
	Section 1.08. Conflict With Trust Indenture Act
	 	 	9	 
	Section 1.09. Effect of Headings and Table of Contents
	 	 	9	 
	Section 1.10. Successors and Assigns
	 	 	9	 
	Section 1.11. Separability Clause
	 	 	9	 
	Section 1.12. Benefits of Indenture
	 	 	9	 
	Section 1.13. Governing Law
	 	 	10	 
	Section 1.14. Legal Holidays
	 	 	10	 
	Section 1.15. Corporate Obligation
	 	 	10	 
	ARTICLE TWO
	 	 	10	 
	SECURITY FORMS
	 	 	10	 
	Section 2.01. Forms Generally
	 	 	10	 
	Section 2.02. Form of Trustee’s Certificate of Authentication
	 	 	11	 
	Section 2.03. Securities Issuable in the Form of a Global Security
	 	 	11	 
	ARTICLE THREE
	 	 	12	 
	THE SECURITIES
	 	 	12	 
	Section 3.01. Amount Unlimited; Issuable in Series
	 	 	12	 
	Section 3.02. Denominations
	 	 	15	 
	Section 3.03. Execution, Authentication, Delivery and Dating
	 	 	15	 
	Section 3.04. Temporary Securities
	 	 	16	 
	Section 3.05. Registration, Registration of Transfer and Exchange
	 	 	16	 
	Section 3.06. Mutilated, Destroyed, Lost and Stolen Securities
	 	 	17	 
	Section 3.07. Payment of Interest; Interest Rights Preserved
	 	 	18	 
	Section 3.08. Persons Deemed Owners
	 	 	19	 
	Section 3.09. Cancellation
	 	 	19	 
	Section 3.10. Computation of Interest
	 	 	19	 
	Section 3.11. CUSIP Numbers
	 	 	19	 
	ARTICLE FOUR
	 	 	19	 
	SATISFACTION AND DISCHARGE
	 	 	19	 
	Section 4.01. Satisfaction and Discharge of Indenture
	 	 	19	 
	Section 4.02. Application of Trust Money
	 	 	21	 
	Section 4.03. Discharge of Liability on Securities of Any Series
	 	 	21	 
	Section 4.04. Reinstatement
	 	 	21	 
	ARTICLE FIVE
	 	 	22	 
	REMEDIES
	 	 	22	 
	Section 5.01. Events of Default
	 	 	22	 
	Section 5.02. Acceleration of Maturity; Rescission and Annulment
	 	 	23	 
	Section 5.03. Collection of Indebtedness and Suits for Enforcement by Trustee
	 	 	24	 







ii









 






	 	 	 	 	 
	Section 5.04. Trustee May File Proofs of Claim
	 	 	25	 
	Section 5.05. Trustee May Enforce Claims Without Possession of Securities or Coupons
	 	 	25	 
	Section 5.06. Application of Money Collected
	 	 	25	 
	Section 5.07. Limitation on Suits
	 	 	26	 
	Section 5.08. Unconditional Right of Holders to Receive Principal, Premium and Interest
	 	 	26	 
	Section 5.09. Restoration of Rights and Remedies
	 	 	27	 
	Section 5.10. Rights and Remedies Cumulative
	 	 	27	 
	Section 5.11. Delay or Omission Not Waiver
	 	 	27	 
	Section 5.12. Control by Holders
	 	 	27	 
	Section 5.13. Waiver of Past Defaults
	 	 	27	 
	Section 5.14. Undertaking for Costs
	 	 	28	 
	Section 5.15. Waiver of Stay or Extension Laws
	 	 	28	 
	ARTICLE SIX
	 	 	28	 
	THE TRUSTEE
	 	 	28	 
	Section 6.01. Certain Duties and Responsibilities
	 	 	28	 
	Section 6.02. Notice of Defaults
	 	 	29	 
	Section 6.03. Certain Rights of Trustee
	 	 	29	 
	Section 6.04. Not Responsible for Recitals or Issuance of Securities
	 	 	30	 
	Section 6.05. May Hold Securities
	 	 	30	 
	Section 6.06. Money Held in Trust
	 	 	31	 
	Section 6.07. Compensation and Reimbursement
	 	 	31	 
	Section 6.08. Disqualification; Conflicting Interests
	 	 	31	 
	Section 6.09. Corporate Trustee Required; Eligibility
	 	 	31	 
	Section 6.10. Resignation and Removal; Appointment of Successor
	 	 	32	 
	Section 6.11. Acceptance of Appointment by Successor
	 	 	33	 
	Section 6.12. Merger, Conversion, Consolidation or Succession to Business
	 	 	33	 
	Section 6.13. Preferential Collection of Claims Against Company
	 	 	34	 
	Section 6.14. Appointment of Authenticating Agent
	 	 	34	 
	ARTICLE SEVEN
	 	 	35	 
	HOLDER’S LISTS AND REPORTS BY TRUSTEE AND COMPANY
	 	 	35	 
	Section 7.01. Company to Furnish Trustee Names and Addresses of Holders
	 	 	35	 
	Section 7.02. Preservation of Information; Communications to Holders
	 	 	35	 
	Section 7.03. Reports by Trustee
	 	 	36	 
	Section 7.04. Reports by Company
	 	 	36	 
	ARTICLE EIGHT
	 	 	36	 
	CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE
	 	 	36	 
	Section 8.01. Company May Consolidate, Etc., Only on Certain Terms
	 	 	36	 
	Section 8.02. Successor Person Substituted
	 	 	37	 
	ARTICLE NINE
	 	 	37	 
	SUPPLEMENTAL INDENTURES
	 	 	37	 
	Section 9.01. Supplemental Indentures Without Consent of Holders
	 	 	37	 
	Section 9.02. Supplemental Indentures With Consent of Holders
	 	 	38	 
	Section 9.03. Execution of Supplemental Indentures
	 	 	39	 
	Section 9.04. Effect of Supplemental Indentures
	 	 	39	 
	Section 9.05. Conformity With Trust Indenture Act
	 	 	39	 
	Section 9.06. Reference in Securities to Supplemental Indentures
	 	 	39	 
	ARTICLE TEN
	 	 	39	 
	COVENANTS
	 	 	39	 
	Section 10.01. Payment of Principal, Premium and Interest
	 	 	39	 
	Section 10.02. Maintenance of Office or Agency
	 	 	39	 
	Section 10.03. Money for Securities Payments to be Held in Trust
	 	 	40	 
	Section 10.04. Existence
	 	 	41	 
	Section 10.05. Statement by Officers as to Default
	 	 	41	 
	Section 10.06. All Securities to be Equally and Ratably Secured
	 	 	41	 
	Section 10.07. Waiver of Certain Covenants
	 	 	41	 
	Section 10.08. Additional Amounts
	 	 	41	 







iii









 






	 	 	 	 	 
	ARTICLE ELEVEN
	 	 	42	 
	REDEMPTION OF SECURITIES
	 	 	42	 
	Section 11.01. Applicability of Article
	 	 	42	 
	Section 11.02. Election to Redeem; Notice to Trustee
	 	 	42	 
	Section 11.03. Selection by Trustee of Securities to be Redeemed
	 	 	42	 
	Section 11.04. Notice of Redemption
	 	 	43	 
	Section 11.05. Deposit of Redemption Price
	 	 	43	 
	Section 11.06. Securities Payable on Redemption Date
	 	 	43	 
	Section 11.07. Securities Redeemed in Part
	 	 	44	 
	ARTICLE TWELVE
	 	 	44	 
	SINKING FUNDS
	 	 	44	 
	Section 12.01. Applicability of Article
	 	 	44	 
	Section 12.02. Satisfaction of Sinking Fund Payments with Securities
	 	 	44	 
	Section 12.03. Redemption of Securities for Sinking Fund
	 	 	44	 
	ARTICLE THIRTEEN
	 	 	45	 
	MEETINGS OF HOLDERS OF SECURITIES
	 	 	45	 
	Section 13.01. Purposes for Which Meetings May Be Called
	 	 	45	 
	Section 13.02. Call, Notice and Place of Meetings
	 	 	45	 
	Section 13.03. Persons Entitled to Vote at Meetings
	 	 	45	 
	Section 13.04. Quorum; Action
	 	 	45	 
	Section 13.05. Determination of Voting Rights; Conduct and Adjournment of Meetings
	 	 	46	 
	Section 13.06. Counting Votes and Recording Action of Meetings
	 	 	46	 












iv









 





     INDENTURE, dated as of
                
20       , between BRIGHAM EXPLORATION COMPANY,
a corporation duly organized and existing under the laws of the State of
Delaware (herein called the “Company”), having its principal office at 6300
Bridge Point Parkway, Building Two, Suite 500, Austin, Texas 78730, and
        , [a national banking association duly
organized and existing under the laws of the United States of America], as
Trustee (herein called the “Trustee”), the office of the Trustee at which at
the date hereof its corporate trust business is principally administered being
            , Attention:                 
            .



RECITALS OF THE COMPANY




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



     This Indenture is subject to the provisions of the Trust Indenture Act and
the rules and regulations of the Commission promulgated thereunder that are
required to be part of this Indenture and, to the extent applicable, shall be
governed by such provisions.



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



     NOW, THEREFORE, THIS INDENTURE WITNESSETH:



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



ARTICLE ONE




DEFINITIONS AND OTHER PROVISIONS

OF GENERAL APPLICATION




     Section 1.01. Definitions.



     For all purposes of this Indenture, except as otherwise expressly provided
or unless the context otherwise requires:




	 	(1)	 	the terms defined in this Article One have the meanings
assigned to them in this Article One and include the plural as well
as the singular;
	 
	 	(2)	 	all accounting terms not otherwise defined herein have the
meanings assigned to them in accordance with generally accepted
accounting principles in the United States, and, except as otherwise
herein expressly provided, the term “generally accepted accounting
principles” with respect to any computation required or permitted
hereunder shall mean such accounting principles as are generally
accepted in the United States at the date of such computation; and
	 
	 	(3)	 	the words “herein,” “hereof” and “hereunder” and other words
of similar import refer to this Indenture as a whole and not to any
particular Article, Section or other subdivision.





     Certain terms, used principally in Article Six, are defined in Section
1.02.



     “Act,” when used with respect to any Holder, has the meaning specified in
Section 1.05.



     “Additional Amounts” means any additional amounts that are required by the
express terms of a Security or by or pursuant to a Board Resolution, under
circumstances specified therein or pursuant thereto, to be paid by the



1









 




Company with respect to certain taxes, assessments or other governmental charges
imposed on certain Holders and that are owing to such Holders.




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



     “Agent Members” has the meaning specified in Section 2.03.



     “Authenticating Agent” means any Person, which may include the Company,
authorized by the Trustee to act on behalf of the Trustee pursuant to Section
6.14 to authenticate Securities of one or more series.



     “Authorized Newspaper” means a newspaper of general circulation in the New
York, New York area, printed in the English language and customarily published
on each Business Day, whether or not published on Saturdays, Sundays or
holidays. Whenever successive weekly publications in an Authorized Newspaper
are required hereunder they may be made (unless otherwise expressly provided
herein) on the same or different days of the week and in the same or in
different Authorized Newspapers.



     “Board of Directors” means either the board of directors of the Company or
any duly authorized committee of that 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, and delivered to the Trustee.



     “Business Day” means each Monday, Tuesday, Wednesday, Thursday and Friday
that is not a day on which banking institutions in the Place of Payment or the
city in which the Corporate Trust Office is located are authorized or obligated
by law or executive order to close.



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



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



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



     “Consolidated Net Assets” means the aggregate amount of the assets of the
Company and its Subsidiaries, on a consolidated basis, after deducting
therefrom all current liabilities, as calculated on the Company’s consolidated
balance sheet as of a date within 150 days prior to the date of determination.



     “Conversion Event” has the meaning specified in Section 5.01.



     “Corporate Trust Office” means the principal 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 that indicated in the
introductory paragraph of this Indenture.



2









 





     “Debt” means any indebtedness for money borrowed.



     “Default” means, with respect to the Securities of any series, any event,
act or condition that is, or after notice or the passage of time or both would
be, an Event of Default with respect to Securities of such series.



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



     “Depositary” shall mean, with respect to Securities of any series, for
which the Company shall determine that such Securities will be issued as a
Global Security, The Depository Trust Company, New York, New York, another
clearing agency, or any successor registered as a clearing agency under the
Exchange Act or other applicable statute or regulation, which, in each case,
shall be designated by the Company pursuant to Section 2.03(b).



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



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



     “Exchange Rate” has the meaning specified in Section 3.02.



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



     “Holder,” when used with respect to any Security, means the Person in
whose name the Security is registered in the Security Register.



     “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 pursuant to the applicable provisions hereof and shall
include the terms of particular series of Securities established as
contemplated by Section 3.01 and the provisions of the Trust Indenture Act that
are deemed to be a part of and govern this instrument.



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



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



     “Judgment Currency” has the meaning specified in Section 5.06.



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



     “Mortgage” means and includes any mortgage, pledge, lien, security
interest, conditional sale or other title retention agreement or other similar
encumbrance.



     “Officers’ Certificate” means a certificate signed by the Chairman of the
Board, the President or a Vice President, and by the Treasurer, the Controller,
the Secretary or an Assistant



     Treasurer, Assistant Controller or Assistant Secretary of the Company, and
delivered to the Trustee, which certificate shall be in compliance with Section
1.03 hereof.



     “Opinion of Counsel” means a written opinion of counsel, who may be
counsel for or an employee of the Company, rendered, if applicable, in
accordance with Section 314(c) of the Trust Indenture Act, which opinion shall
be in compliance with Section 1.03 hereof.



3









 





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



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




	 	(1)	 	Securities theretofore canceled by the Trustee or delivered
to the Trustee for cancellation;
	 
	 	(2)	 	Securities for whose payment or redemption money in the
necessary amount has been theretofore irrevocably deposited with the
Trustee or any Paying Agent (other than the Company) in trust or set
aside and segregated in trust by the Company (if the Company shall
act as its own Paying Agent) for the Holders of such Securities;
provided that, if such Securities are to be redeemed, notice of such
redemption has been duly given pursuant to this Indenture or
provision therefor satisfactory to the Trustee has been made; and
	 
	 	(3)	 	Securities that have been paid pursuant to Section 3.06 or in
exchange for or in lieu of which other Securities have been
authenticated and delivered pursuant to this Indenture, other than
any such Securities in respect of which there shall have been
presented to the Trustee proof satisfactory to it that such
Securities are held by a bona fide purchaser in whose hands such
Securities are valid obligations of the Company;




provided, however, that in determining whether the Holders of the requisite
principal amount of the Outstanding Securities have given any request, demand,
authorization, direction, notice, consent or waiver hereunder, or whether a
quorum is present at a meeting of Holders of Securities, (a) the principal
amount of an Original Issue Discount Security that shall be deemed to be
Outstanding for such purposes shall be the principal amount thereof that would
be due and payable as of the date of such determination upon acceleration of
the Maturity thereof pursuant to Section 5.02, (b) the principal amount of a
Security denominated in a foreign currency shall be the U.S. dollar equivalent,
determined by the Company on the date of original issuance of such Security, of
the principal amount (or, in the case of an Original Issue Discount Security,
the U.S. dollar equivalent, determined on the date of original issuance of such
Security, of the amount determined as provided in (a) above), of such Security
and (c) Securities owned by the Company or any other obligor upon the
Securities or any Affiliate of the Company or of such other obligor shall be
disregarded and deemed not to be Outstanding, except that, in determining
whether the Trustee shall be protected in relying upon any such request,
demand, authorization, direction, notice, consent or waiver or upon any such
determination as to the presence of a quorum, only Securities which a
Responsible Officer of the Trustee knows to be so owned shall be so
disregarded. Securities so owned which have been pledged in good faith may be
regarded as Outstanding if the pledgee establishes to the satisfaction of the
Trustee the pledgee’s right so to act with respect to such Securities and that
the pledgee is not the Company or any other obligor upon the Securities or any
Affiliate of the Company or of such other obligor.




     “Paying Agent” means any Person, which may include the Company, authorized
by the Company to pay the principal of, premium (if any) or interest on or any
Additional Amounts with respect to any one or more series of Securities on
behalf of the Company.



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



     “Place of Payment,” when used with respect to the Securities of any
series, means the place or places where the principal of, premium (if any) or
interest on or any Additional Amounts with respect to the Securities of such
series are payable as specified in accordance with Section 3.01 subject to the
provisions of Section 10.02.



     “Predecessor Security” of any particular Security means every previous
Security evidencing all or a portion of the same debt as that evidenced by such
particular Security; and, for the purposes of this definition, any Security



4









 




authenticated and delivered under Section 3.06 in exchange for or in lieu of a
mutilated, destroyed, lost or stolen Security shall be deemed to evidence the
same debt as the mutilated, destroyed, lost or stolen Security.




     “Principal Property” means any producing oil, gas or mineral property, or
any refining, smelting or manufacturing facility located in the United States,
other than: (1) property employed in transportation, distribution or marketing;
(2) information and electronic data processing equipment; or (3) any property
that, in the opinion of the Board of Directors of the Company, is not
materially important to the total business conducted by the Company and its
Subsidiaries as an entirety.



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



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



     “Regular Record Date” for the interest payable on any Interest Payment
Date on the Securities of any series means the date specified for that purpose
as contemplated by Section 3.01, or, if not so specified, the first day of the
calendar month of the month of such Interest Payment Date if such Interest
Payment Date is the fifteenth day of the calendar month or the fifteenth day of
the calendar month preceding such Interest Payment Date if such Interest
Payment Date is the first day of a calendar month, whether or not such day
shall be a Business Day.



     “Required Currency” has the meaning specified in Section 5.06.



     “Responsible Officer,” when used with respect to the Trustee, means any
officer of the Trustee with direct responsibility for the administration of
this Indenture and also means, with respect to a particular corporate trust
matter, any other officer to whom such matter is referred because of his
knowledge of and familiarity with the particular subject.



     “Restricted Subsidiary” means, other than Brigham Oil & Gas, L.P., any
Subsidiary of the Company: (1) a substantial portion of the property of which
is located, or a substantial portion of the business of which is carried on,
within the United States; (2) that owns or leases under a capital lease any
Principal Property; and (3) that has a Stockholders’ Equity exceeding 5% of
Consolidated Net Assets.



     “Securities” has the meaning stated in the first recital of this Indenture
and more particularly means any Securities authenticated and delivered under
this Indenture.



     “Security Custodian” means, with respect to Securities of a series issued
in global form, the Trustee for Securities of such series, acting in its
capacity as custodian with respect to the Securities of such series, or any
successor entity thereto.



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



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



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



     “Stockholders’ Equity” means, with respect to any corporation,
partnership, joint venture, association, joint stock company, limited liability
company, unlimited liability company, trust, unincorporated organization or
government, or any agency or political subdivision thereof, stockholders’
equity, as computed in accordance with generally accepted accounting
principles.



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     “Subsidiary” means, with respect to any specified Person: any corporation,
association or other business entity of which more than 50% of the total voting
power of securities entitled (without regard to the occurrence of any
contingency) to vote in the election of directors, managers or trustees thereof
is at the time owned or controlled, directly or indirectly, by such Person or
one or more of the other Subsidiaries of that Person (or a combination
thereof); and any partnership (a) the sole general partner or the managing
general partner of which is such Person or a Subsidiary of such Person or (b)
the only general partners of which are such Person or one or more Subsidiaries
of such Person (or any combination thereof).



     “Trust Indenture Act” means the Trust Indenture Act of 1939 as in force at
the date as of which this instrument was executed, except as provided in
Section 9.05; provided, however, that, in the event the Trust Indenture Act of
1939 is amended after such date, “Trust Indenture Act” means, to the extent
required by any such amendment, the Trust Indenture Act of 1939 as so amended.



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



     “United States” means the United States of America (including the states
thereof and the District of Columbia) and its “possessions,” which include
Puerto Rico, the U.S. Virgin Islands, Guam, American Samoa, Wake Island and the
Northern Mariana Islands.



     “United States Alien” means any Person who, for United States federal
income tax purposes, is a foreign corporation, a nonresident alien individual,
a nonresident alien or foreign fiduciary of an estate or trust, or a foreign
partnership.



     “U.S. Government Obligations” has the meaning specified in Section 4.01.



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



     “Yield to Maturity,” when used with respect to any Original Issue Discount
Security, means the yield to maturity, if any, set forth on the face thereof.



     Section 1.02. Incorporation by Reference of Trust Indenture Act.



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



     “Bankruptcy Act” means the Bankruptcy Act or Title 11 of the United States
Code.



     “indenture securities” means the Securities.



     “indenture security holder” means a Holder.



     “indenture to be qualified” means this Indenture.



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



     “obligor” on the indenture securities means the Company or any other
obligor on the Securities.



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     All terms used in this Indenture that are defined by the Trust Indenture
Act, defined by a Trust Indenture Act reference to another statute or defined
by Commission rule under the Trust Indenture Act and not otherwise defined
herein have the meanings assigned to them therein.



     Section 1.03. Compliance Certificates and Opinions.



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



     Every certificate or opinion with respect to compliance with a condition
or covenant provided for in this Indenture shall include




	 	(1)	 	a statement that each Person signing such certificate or
opinion has read such covenant or condition and the definitions
herein relating thereto;
	 
	 	(2)	 	a brief statement as to the nature and scope of the
examination or investigation upon which the statements or opinions
contained in such certificate or opinion are based;
	 
	 	(3)	 	a statement that, in the opinion of each such Person, such
Person has made such examination or investigation as is necessary to
enable such Person to express an informed opinion as to whether or
not such covenant or condition has been complied with; and
	 
	 	(4)	 	a statement as to whether, in the opinion of each such
Person, such condition or covenant has been complied with.





     Section 1.04. Form of Documents Delivered to Trustee.



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



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



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



     Section 1.05. Acts of Holders; Record Dates.



     (a) Any request, demand, authorization, direction, notice, consent, waiver
or other action provided by this Indenture to be given or taken by Holders of
the Outstanding Securities of all series or one or more series, as the



7









 




case may be, may be embodied in and evidenced by one or more instruments of
substantially similar tenor signed by such Holders in person or by an agent
duly appointed in writing. Except as herein otherwise expressly provided, such
action shall become effective when such instrument or instruments or record or
both are delivered to the Trustee and, where it is hereby expressly required,
to the Company. Such instrument or instruments and any such record (and the
action embodied therein and evidenced thereby) are herein sometimes referred to
as the “Act” of the Holders signing such instrument or instruments and so
voting at any such meeting. Proof of execution of any such instrument or of a
writing appointing any such agent, or the holding of any Person of a Security,
shall be sufficient for any purpose of this Indenture and (subject to Section
6.01) conclusive in favor of the Trustee and the Company, if made in the manner
provided in this Section 1.05. The record of any meeting of Holders of
Securities shall be proved in the manner provided in Section 13.06.




     The Company may set a record date for purposes of determining the identity
of Holders of Securities entitled to vote or consent to any action by vote or
consent authorized or permitted under this Indenture. If a record date is
fixed, those Persons who were Holders of Outstanding Securities at such record
date (or their duly designated proxies), and only those Persons, shall be
entitled with respect to such Securities to take such action by vote or consent
or to revoke any vote or consent previously given, whether or not such Persons
continue to be Holders after such record date. Promptly after any record date
is set pursuant to this paragraph, the Company, at its own expense, shall cause
notice thereof to be given to the Trustee in writing in the manner provided in
Section 1.06 and to the relevant Holders as set forth in Section 1.07.



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



     (c) The principal amount and serial numbers of Securities held by any
Person, and the date of holding the same, shall be proved by the Security
Register.



     (d) In determining whether the Holders of the requisite principal amount
of Securities have given any request, demand, authorization, direction, notice,
consent or waiver under this Indenture, the principal amount of an Original
Issue Discount Security that may be counted in making such determination and
that shall be deemed to be Outstanding for such purposes shall be equal to the
amount of the principal thereof that would be due and payable upon a
declaration of acceleration of the Maturity thereof pursuant to Section 5.02 at
the time the taking of such action by the Holders of such requisite principal
amount is evidenced to the Trustee for such Securities.



     (e) Any request, demand, authorization, direction, notice, consent, waiver
or other Act of the Holder of any Security shall bind every future Holder of
the same Security and the Holder of every Security issued upon the registration
of transfer thereof or in exchange therefor or in lieu thereof in respect of
anything done, omitted or suffered to be done by the Trustee or the Company in
reliance thereon, whether or not notation of such action is made upon such
Security. Any consent or waiver of the Holder of any Security shall be
irrevocable for a period of six months after the date of execution thereof, but
otherwise any such Holder or subsequent Holder may revoke the request, demand, authorization, direction, notice, consent or other Act as
to his Security or portion of his Security; provided, however, that such
revocation shall be effective only if the Trustee receives the notice of
revocation before the date the Act becomes effective.



     Section 1.06. Notices, Etc., to Trustee and Company.



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




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




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





     Section 1.07. Notice to Holders; Waiver.



     Where this Indenture provides for notice to Holders of Securities of any
event, such notice shall be sufficiently given (unless otherwise herein
expressly provided) if in writing and mailed, first-class postage prepaid, to
each Holder affected by such event, at the address of such Holder as it appears
in the Security Register, not later than the latest date, and not earlier than
the earliest date, prescribed for the giving of such notice.



     In case by reason of the suspension of regular mail service, or by reason
of any other cause it shall be impracticable to give such notice to Holders of
Securities by mail, then such notification as shall be made with the approval
of the Trustee shall constitute a sufficient notification for every purpose
hereunder. In any case in which notice to Holders of Securities is given by
mail, neither the failure to mail such notice, nor any defect in any notice so
mailed, to any particular Holder of a Security, shall affect the sufficiency
of such notice with respect to other Holders of Securities.



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



     Section 1.08. Conflict With Trust Indenture Act.



     If any provision hereof limits, qualifies or conflicts with any provision
of the Trust Indenture Act or another provision hereof required to be included
in this Indenture by any of the provisions of the Trust Indenture Act, such
provision of the Trust Indenture Act shall control. If any provision of this
Indenture modifies or excludes any provision of the Trust Indenture Act that
may be so modified or excluded, the former provision shall be deemed to apply
to this Indenture as so modified or to be excluded.



     Section 1.09. Effect of Headings and Table of Contents.



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



     Section 1.10. Successors and Assigns.



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



     Section 1.11. Separability Clause.



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



     Section 1.12. Benefits of Indenture.



     Nothing in this Indenture or in the Securities, express or implied, shall
give to any Person any benefit or any legal or equitable right, remedy or claim
under this Indenture, other than the parties hereto and their successors
hereunder, any Authenticating Agent, Paying Agent or Security Registrar and the
Holders.



9









 





     Section 1.13. Governing Law.



     This Indenture and the Securities shall be governed by and construed in
accordance with the laws of the State of New York, but without giving effect to
applicable principles of conflicts of law to the extent the application of the
laws of another jurisdiction would be required thereby.



     Section 1.14. Legal Holidays.



     In any case where any Interest Payment Date, Redemption Date or Stated
Maturity of any Security shall not be a Business Day at any Place of Payment,
then (notwithstanding any other provision of this Indenture or of the
Securities) payment of principal of, premium (if any) and interest on or any
Additional Amounts with respect to Securities of any series need not be made at
such Place of Payment on such date, but may be made on the next succeeding
Business Day at such Place of Payment with the same force and effect as if made
on the Interest Payment Date or Redemption Date, or at the Stated Maturity,
provided that no interest shall accrue with respect to such payment for the
period from and after such Interest Payment Date, Redemption Date or Stated
Maturity, as the case may be.



     Section 1.15. Corporate Obligation.



     No recourse may be taken, directly or indirectly, against any
incorporator, subscriber to the capital stock, stockholder, officer, director
or employee of the Company or the Trustee or of any predecessor or successor of
the Company or the Trustee with respect to the Company’s obligations on the
Securities or the obligations of the Company or the Trustee under this
Indenture or any certificate or other writing delivered in connection herewith.



ARTICLE TWO




SECURITY FORMS




     Section 2.01. Forms Generally.



     The Securities of each series shall be in fully registered form and in
substantially such form or forms as shall be established by or pursuant to one
or more Board Resolutions and set forth in such Board Resolutions, or, to the
extent established pursuant to, rather than set forth in, such Board
Resolutions, an Officers’ Certificate detailing such establishment or in one or
more indentures supplemental hereto, in each case with such appropriate
insertions, omissions, substitutions and other variations as are required or
permitted by this Indenture and may have such letters, numbers or other marks
of identification and such legends or endorsements placed thereon as may be
required to comply with any law or with any rules or regulations pursuant
thereto, or with any rules of any securities exchange or to conform to general
usage, all as may, consistently herewith, be determined by the officers of the
Company executing such Securities, as evidenced by their execution of the
Securities. A copy of the Board Resolution establishing the form or forms of
Securities of any series shall be delivered to the Trustee at or prior to the delivery of the Company Order contemplated by Section 3.03 for the
authentication and delivery of such Securities.



     The definitive Securities shall be printed, lithographed or engraved on
steel engraved borders or may be produced in any other manner, all as
determined by the officers executing such Securities, as evidenced by their
execution thereof.




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



     The Trustee’s certificate of authentication shall be in substantially the
following form:



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



	 	 	 	 	 
	 	 	

	 	 	as Trustee
	 
	 	 	 	 
	

	 	By	 	 
	

	 	 	 	
 
	

	 	 	 	Authorized Signatory”







     Section 2.03. Securities Issuable in the Form of a Global Security.



     (a) If the Company shall establish pursuant to Section 3.01 that the
Securities of a particular series are to be issued in whole or in part in the
form of one or more Global Securities, then the Company shall execute and the
Trustee shall, in accordance with Section 3.03 and the Company Order delivered
to the Trustee thereunder, authenticate and deliver such Global Security or
Securities, which (i) shall represent, and shall be denominated in an amount
equal to the aggregate principal amount of the Outstanding Securities of such
series to be represented by such Global Security or Securities, (ii) may
provide that the aggregate amount of Outstanding Securities represented thereby
may from time to time be increased or reduced to reflect exchanges, (iii) shall
be registered in the name of the Depositary for such Global Security or
Securities or its nominee, (iv) shall be delivered by the Trustee to the
Depositary or pursuant to the Depositary’s instruction and (v) shall bear a
legend in accordance with the requirements of the Depositary.



     (b) Notwithstanding any other provision of this Section or of Section
3.05, except as contemplated by the provisions of Section 2.03 below, unless
the terms of a Global Security expressly permit such Global Security to be
exchanged in whole or in part for individual Securities, a Global Security may
be transferred, in whole but not in part and in the manner provided in Section
3.05, only to a nominee of the Depositary for such Global Security, or to the
Depositary, or to a successor Depositary for such Global Security selected or
approved by the Company, or to a nominee of such successor Depositary.



     (c) (1) If at any time the Depositary for a Global Security notifies the
Company that it is unwilling or unable to continue as the Depositary for such
Global Security or if at any time the Depositary for the Securities for such
series shall no longer be eligible or in good standing under the Exchange Act,
or other applicable statute or regulation, the Company shall appoint a
successor Depositary with respect to such Global Security. If a successor
Depositary for such Global Security is not appointed by the Company within 90
days after the Company receives such notice or becomes aware of such
ineligibility, the Company will execute, and the Trustee, upon receipt of a
Company Order for the authentication and delivery of Securities of such series
in the form of definitive certificates in exchange for such Global Security,
will authenticate and deliver Securities of such series in the form of
definitive certificates of like tenor and terms in an aggregate principal
amount equal to the principal amount of the Global Security in exchange for
such Global Security. Such Securities will be issued to and registered in the
name of such Person or Persons as are specified by the Depositary.



     (2) The Company may at any time and in its sole discretion determine that
the Securities of any series issued or issuable in the form of one or more
Global Securities shall no longer be represented by such Global Security or
Securities. In any such event the Company will execute, and the Trustee, upon
receipt of a Company Request for the authentication and delivery of Securities
in the form of definitive certificates in exchange in whole or in part for such
Global Security, will authenticate and deliver without service charge to each
Person specified by the Depositary Securities in the form of definitive
certificates of like tenor and terms in an aggregate principal
amount equal to the principal amount of such Global Security representing
such series, or the aggregate principal amount of such Global Securities
representing such series, in exchange for such Global Security or Securities.



     (3) If specified by the Company pursuant to Section 3.01 with respect to
Securities issued or issuable in the form of a Global Security, the Depositary
for such Global Security may surrender such Global Security in



11









 




exchange in
whole or in part for Securities in the form of definitive certificates of like
tenor and terms on such terms as are acceptable to the Company and such
Depositary. Thereupon the Company shall execute, and the Trustee shall
authenticate and deliver, without service charge, (A) to each Person specified
by such Depositary a new Security or Securities of the same series of like
tenor and terms and any authorized denomination as requested by such Person in
aggregate principal amount equal to and in exchange for such Person’s
beneficial interest in the Global Security and (B) to such Depositary a new
Global Security of like tenor and terms and in an authorized denomination equal
to the difference, if any, between the principal amount of the surrendered
Global Security and the aggregate principal amount of Securities delivered to
Holders thereof.




     (4) In any exchange provided for in any of the preceding three
subparagraphs, the Company shall execute and the Trustee shall authenticate and
deliver Securities in the form of definitive certificates in authorized
denominations. Upon the exchange of the entire principal amount of a Global
Security for Securities in the form of definitive certificates, such Global
Security shall be canceled by the Trustee. Except as provided in the
immediately preceding subparagraph, Securities issued in exchange for a Global
Security pursuant to this Section shall be registered in such names and in such
authorized denominations as the Depositary for such Global Security, acting
pursuant to instructions from its direct or indirect participants or otherwise,
shall instruct the Trustee. Provided that the Company and the Trustee have so
agreed, the Trustee shall deliver such Securities to the Persons in whose names
the Securities are so to be registered.



     (5) Any endorsement of a Global Security to reflect the principal amount
thereof, or any increase or decrease in such principal amount, or changes in
the rights of Holders of Outstanding Securities represented thereby shall be
made in such manner and by such Person or Persons as shall be specified in or
pursuant to any applicable letter of representations or other arrangement
entered into with, or procedures of, the Depositary with respect to such Global
Security or in the Company Order delivered or to be delivered pursuant to
Section 3.03 with respect thereto. Subject to the provisions of Section 3.03,
the Trustee shall deliver and redeliver any such Global Security in the manner
and upon instructions given by the Person or Persons specified in or pursuant
to any applicable letter of representations or other arrangement entered into
with, or procedures of, the Depositary with respect to such Global Security or
in any applicable Company Order. If a Company Order pursuant to Section 3.03 is
so delivered, any instructions by the Company with respect to such Global
Security contained therein shall be in writing but need not be accompanied by
or contained in an Officer’s Certificate and need not be accompanied by an
Opinion of Counsel.



     (6) The Depositary or, if there be one, its nominee, shall be the Holder
of a Global Security for all purposes under this Indenture; and beneficial
owners with respect to such Global Security shall hold their interests pursuant
to applicable procedures of such Depositary. The Company, the Trustee and the
Security Registrar shall be entitled to deal with such Depositary for all
purposes of this Indenture relating to such Global Security (including the
payment of principal, premium, if any, and interest (including any Additional
Interest) and the giving of instructions or directions by or to the beneficial
owners of such Global Security as the sole Holder of such Global Security and
shall have no obligations to the beneficial owners thereof (including any
direct or indirect participants in such Depositary). None of the Company, the
Trustee, any Paying Agent or the Security Registrar shall have any
responsibility or liability for any aspect of the records relating to or
payments made on account of beneficial ownership interests of a Global Security
in or pursuant to any applicable letter of representations or other arrangement
entered into with, or procedures of, the Depositary with respect to such Global
Security or for maintaining, supervising or reviewing any records relating to
such beneficial ownership interests.



ARTICLE THREE




THE SECURITIES




     Section 3.01. Amount Unlimited; Issuable in Series.



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



     The Securities may be issued in one or more series. 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,
prior to the issuance of Securities of any series,



12









 






	 	(1)	 	the title of the Securities of such 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 such series which may be authenticated and delivered
under this Indenture (except for Securities authenticated and
delivered upon registration of transfer of, or in exchange for, or
in lieu of, other Securities of such series pursuant to Section
2.03, 3.04, 3.05, 3.06, 9.06 or 11.07);
	 
	 	(3)	 	the date or dates on which the principal or premium (if any)
of the Securities of such series is payable or the method of
determination thereof;
	 
	 	(4)	 	the rate or rates, or the method of determination thereof, at
which the Securities of such series shall bear interest, if any,
whether and under what circumstances Additional Amounts with respect
to such Securities shall be payable, the date or dates from which
such interest shall accrue, the Interest Payment Dates on which such
interest shall be payable and, if other than as set forth in Section
1.01, the Regular Record Date for the interest payable on any
Securities on any Interest Payment Date;
	 
	 	(5)	 	the place or places where, subject to the provisions of
Section 10.02, the principal of, premium (if any) and interest on or
any Additional Amounts with respect to the Securities of such series
shall be payable;
	 
	 	(6)	 	the period or periods within which, the price or prices
(whether denominated in cash, securities or otherwise) at which and
the terms and conditions upon which Securities of such series may be
redeemed, in whole or in part, at the option of the Company, if the
Company is to have that option, and the manner in which the Company
must exercise any such option, if different from those set forth
herein;
	 
	 	(7)	 	the obligation, if any, of the Company to redeem, purchase or
repay Securities of such series pursuant to any sinking fund,
amortization or analogous provisions or at the option of a Holder
thereof and the period or periods within which, the price or prices
(whether denominated in cash, securities or otherwise) at which and
the terms and conditions upon which, Securities of such series shall
be redeemed, purchased or repaid in whole or in part pursuant to
such obligation;
	 
	 	(8)	 	the denomination in which any Securities of that series shall
be issuable, if other than denominations of $1,000 and any integral
multiple thereof;
	 
	 	(9)	 	if other than the Trustee, the identity of the Securities
Registrar and/or the Paying Agent;
	 
	 	(10)	 	the currency or currencies (including composite currencies),
if other than Dollars, or the form, including equity securities,
other debt securities (including Securities), warrants or any other
securities or property of the Company or any other Person, in which
payment of the principal of, premium (if any) and interest on or any
Additional Amounts with respect to the Securities of such series
shall be payable;
	 
	 	(11)	 	if the principal of, premium (if any) or interest on or any
Additional Amounts with respect to the Securities of such series are
to be payable, at the election of the Company or a Holder thereof,
in a currency or currencies (including composite currencies) other
than that in which the Securities are
stated to be payable, the currency or currencies (including
composite currencies) in which payment of the principal of, premium
(if any) and interest on or any Additional Amounts with respect to
Securities of such series as to which such election is made shall
be payable, and the periods within which and the terms and
conditions upon which such election is to be made;
	 
	 	(12)	 	if the amount of payments of principal of, premium (if any)
and interest on or any Additional Amounts with respect to the
Securities of such series may be determined with reference to any




13









 






	 	 	 	commodities, currencies or indices, values, rates or prices or any
other index or formula, the manner in which such amounts shall be
determined;
	 
	 	(13)	 	if other than the entire principal amount thereof, the
portion of the principal amount of Securities of such series that
shall be payable upon declaration of acceleration of the Maturity
thereof pursuant to Section 5.02;
	 
	 	(14)	 	any additional means of satisfaction and discharge of this
Indenture with respect to Securities of such series pursuant to
Section 4.01, any additional conditions to discharge pursuant to
Section 4.01 or 4.03 and the application, if any, of Section 4.03;
	 
	 	(15)	 	whether the Securities of the series will be guaranteed by
any Subsidiary of the Company;
	 
	 	(16)	 	any deletions or modifications of or additions to the
definitions set forth in Section 1.01, Events of Default set forth
in Section 5.01 or covenants of the Company set forth in Article Ten
pertaining to the Securities of such series or made for the benefit
of the Holders thereof;
	 
	 	(17)	 	if the Securities of such series are to be convertible into
or exchangeable for equity securities, other debt securities
(including Securities), warrants or any other securities or property
of the Company or any other Person, at the option of the Company or
the Holder or upon the occurrence of any condition or event, the
terms and conditions for such conversion or exchange;
	 
	 	(18)	 	whether any of such Securities will be subject to certain
optional interest rate reset provisions;
	 
	 	(19)	 	whether the Securities of the series shall be issued in whole
or in part in the form of a Global Security or Securities; the terms
and conditions, if any, upon which such Global Security or
Securities may be exchanged in whole or in part for certificated
Securities of such series and of like tenor of any authorized
denomination and the circumstances under which such exchange may
occur, if other than in the manner provided for in Section 2.03; the
Depositary for such Global Security or Securities; and the form of
any legend or legends to be borne by any such Global Security in
addition to or in lieu of the legend referred to in Section 2.03;
	 
	 	(20)	 	the additions or changes, if any, to the Indenture with
respect to such Securities as shall be necessary to permit or
facilitate the issuance of such Securities in bearer form,
registered or not registrable as to principal, and with or without
interest coupons; and
	 
	 	(21)	 	any other terms of such series (which terms shall not be
inconsistent with the provisions of this Indenture).





     All Securities of any one series shall be substantially identical except
as to denomination and date and except as may otherwise be provided in or
pursuant to the Board Resolution referred to above and (subject to Section
3.03) set forth, or determined in the manner provided, in the Officers’
Certificate referred to above or in any such indenture supplemental hereto.



     At the option of the Company, interest on the Securities of any series
that bears interest may be paid by mailing a check to the address of any Holder
as such address shall appear in the Security Register.



     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 together
with such Board Resolution 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.



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     Section 3.02. Denominations.



     The Securities of each series shall be issuable in such denominations as
shall be specified as contemplated by Section 3.01. In the absence of any such
provisions with respect to the Securities of any series, the Securities of such
series denominated in Dollars shall be issuable in denominations of $1,000 and
any integral multiple thereof. Unless otherwise provided as contemplated by
Section 3.01 with respect to any series of Securities, any Securities of a
series denominated in a currency other than Dollars shall be issuable in
denominations that are the equivalent, as determined by the Company by
reference to the noon buying rate in The City of New York for cable transfers
for such currency (“Exchange Rate”), as such rate is reported or otherwise made
available by the Federal Reserve Bank of New York, on the applicable issue date
for such Securities, of $1,000 and any integral multiple thereof.



     Section 3.03. Execution, Authentication, Delivery and Dating.



     The Securities shall be executed on behalf of the Company by its Chairman
of the Board, its President, its Treasurer or one of its Vice Presidents, under
its corporate seal reproduced thereon or affixed thereto attested by its
Secretary or one of its Assistant Secretaries. The signature of any of these
officers and the corporate seal on the Securities may be manual or facsimile.



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



     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 Company Order for
the authentication and delivery of such Securities, and the Trustee in
accordance with the Company Order shall authenticate and deliver such
Securities as in this Indenture provided and not otherwise.



     If the form or terms of the Securities of a series have been established
in or pursuant to one or more Board Resolutions or any other method permitted
by Sections 2.01 and 3.01, in authenticating such Securities, and accepting the
additional responsibilities under this Indenture in relation to such
Securities, the Trustee shall be entitled to receive, and (subject to Section
6.01) shall be fully protected in relying upon, an Opinion of Counsel stating,




	 	(1)	 	that the form of such Securities has been established in
conformity with the provisions of this Indenture;
	 
	 	(2)	 	that the terms of such Securities have been established in
conformity with the provisions of this Indenture; and
	 
	 	(3)	 	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
legal, valid and binding obligations of the Company, enforceable in
accordance with their terms, except as such enforcement is subject
to the effect of (i) bankruptcy, insolvency, fraudulent conveyance,
reorganization or other laws relating to or affecting creditors’
rights and (ii) general principles of equity (regardless of whether
such enforcement is considered in a proceeding in equity or at law).





     If not all the Securities of any series are to be issued at one time, it
shall not be necessary to deliver an Opinion of Counsel at the time of issuance
of each Security, but such opinion with appropriate modifications shall be
delivered at or before the time of issuance of the first Security of such
series. 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 not reasonably acceptable to the Trustee.



15









 





     Each Security shall be dated the date of its authentication.



     No Security shall be entitled to any benefit under this Indenture or be
valid or obligatory for any purpose unless there appears on such Security a
certificate of authentication substantially in the form provided for herein
executed by the Trustee by manual signature, and such certificate upon any
Security shall be conclusive evidence, and the only evidence, that such
Security has been duly authenticated and delivered hereunder. Notwithstanding
the foregoing, if any Security shall have been authenticated and delivered
hereunder but never issued and sold by the Company, and the Company shall
deliver such Security to the Trustee for cancellation as provided in Section
3.09 together with a written statement (which need not comply with Section 1.03
and need not be accompanied by an Opinion of Counsel) stating that such
Security has never been issued and sold by the Company, for all purposes of
this Indenture such Security shall be deemed never to have been authenticated
and delivered hereunder and shall never be entitled to the benefits of this
Indenture.



     Section 3.04. Temporary Securities.



     Pending the preparation of definitive Securities of any series, the
Company may execute, and upon Company Order the Trustee shall authenticate and
deliver, temporary Securities that are printed, lithographed, typewritten,
mimeographed or otherwise produced, in any authorized denomination,
substantially of the tenor of the definitive Securities in lieu of which they
are issued, in registered form and with such appropriate insertions, omissions,
substitutions and other variations as the officers of the Company executing
such Securities may determine, as evidenced by their execution of such
Securities.



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



     All Outstanding temporary Securities of any series shall in all respects
be entitled to the same benefits under this Indenture as definitive Securities
of the same series and of like tenor authenticated and delivered hereunder.



     Section 3.05. Registration, Registration of Transfer and Exchange.



     The Company shall cause to be kept for each series of Securities at one of
the offices or agencies maintained pursuant to Section 10.02 a register (the
register maintained in such office and in any other office or agency of the
Company in a Place of Payment being herein sometimes collectively referred to
as the “Security Register”) in which, subject to such reasonable regulations as
it may prescribe, the Company shall provide for the registration of Securities
and of transfers of Securities of such series. The Trustee is hereby initially
appointed “Security Registrar” for the purpose of registering Securities and
transfers of Securities as herein provided.



     Except as set forth in Section 2.03 or as may be provided pursuant to
Section 3.01, upon surrender for registration of transfer of any Security of
any series at the office or agency in a Place of Payment for that series, the
Company shall execute and deliver a Company Order requesting the Trustee to
authenticate and deliver and the Trustee shall authenticate and deliver, in the
name of the designated transferee or transferees, one or more new Securities of
the same series and of like tenor, of any authorized denominations and of a
like aggregate principal amount.



16









 





     At the option of the Holder, Securities of any series may be exchanged for
other Securities of the same series and of like tenor, of any authorized
denominations and of a like aggregate principal amount, upon surrender of the
Securities to be exchanged at such office or agency, and upon payment, if the
Company shall so require, of the charges hereinafter provided. Whenever any
Securities are so surrendered for exchange, the Company shall execute, and the
Trustee shall authenticate and deliver, the Securities which the Holder making
the exchange is entitled to receive.



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



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



     No service charge shall be made for any registration of transfer or
exchange of Securities, but the Company may require payment of a sum sufficient
to cover any tax or other governmental charge that may be imposed in connection
with any registration of transfer or exchange of Securities, other than
exchange pursuant to Section 3.04, 9.06 or 11.07 not involving any transfer.



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



     Any Holder of a Global Security shall, by acceptance of such Global
Security, agree that transfers of beneficial interests in such Global Security
may be effected only through a book entry system maintained by the Holder of
such Global Security (or its agent), and that ownership of a beneficial
interest in the Security shall be required to be reflected in a book entry.



     Section 3.06. Mutilated, Destroyed, Lost and Stolen Securities.



     If any mutilated Security is surrendered to the Trustee, the Company shall
execute and deliver a Company Order requesting the Trustee to authenticate and
deliver and the Trustee shall authenticate and deliver in exchange therefor a
new Security of the same series and of like tenor and principal amount and
bearing a number not contemporaneously outstanding.



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



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



     Upon the issuance of any new Security under this Section 3.06, 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 fee and expenses of the Trustee) connected therewith.



17









 





     Every new Security of any series issued pursuant to this Section 3.06 in
lieu of any destroyed, lost or stolen Security shall constitute an original
additional contractual obligation of the Company, whether or not the destroyed,
lost or stolen Security shall be at any time enforceable by anyone, and shall
be entitled to all the benefits of this Indenture equally and proportionately
with any and all other Securities of that series duly issued hereunder.



     The provisions of this Section 3.06 are exclusive and shall preclude (to
the extent lawful) all other rights and remedies with respect to the
replacement or payment of mutilated, destroyed, lost or stolen Securities.



     Section 3.07. Payment of Interest; Interest Rights Preserved.



     Interest on any Security which is payable, and is punctually paid or duly
provided for, on any Interest Payment Date or within five days thereafter
shall be paid to the Person in whose name that Security (or one or more
Predecessor Securities) is registered at the close of business on the Regular
Record Date for such interest. Unless otherwise provided with respect to the
Securities of any series, payment of interest may be made at the option of the
Company by check mailed or delivered to the address of any Person entitled
thereto as such address shall appear in the Security Register.



     Any interest on any Security of any series which is payable, but is not
punctually paid or duly provided for, on any Interest Payment Date or within
five days thereafter (herein called “Defaulted Interest”) shall forthwith cease
to be payable to the Holder on the relevant Regular Record Date by virtue of
having been such Holder, and such Defaulted Interest may be paid by the
Company, at its election in each case, as provided in clause (1) or (2) below:




	 	(1)	 	The Company may elect to make payment of any Defaulted
Interest to the Persons in whose names the Securities of such series
(or their respective Predecessor Securities) are registered at the
close of business on a Special Record Date for the payment of such
Defaulted Interest, which shall be fixed in the following manner.
The Company shall notify the Trustee in writing of the amount of
Defaulted Interest proposed to be paid on each Security of such
series and the date of the proposed payment, and at the same time
the Company shall deposit with the Trustee an amount of money equal
to the aggregate amount proposed to be paid in respect of such
Defaulted Interest or shall make arrangements satisfactory to the
Trustee for such deposit prior to the date of the proposed payment,
such money when deposited to be held in trust for the benefit of the
Persons entitled to such Defaulted Interest as in this clause (1)
provided. Thereupon the Trustee shall fix a Special Record Date for
the payment of such Defaulted Interest which shall be not more than
15 days and not less than 10 days prior to the date of the proposed
payment and not less than 10 days after the receipt by the Trustee
of the notice of the proposed payment. The Trustee shall promptly
notify the Company of such Special Record Date and, in the name and
at the expense of the Company, shall cause notice of the proposed
payment of such Defaulted Interest and the Special Record Date
therefor to be mailed, first-class postage prepaid, to each Holder
of Securities of such series at his address as it appears in the
Security Register, not less than 10 days prior to such Special
Record Date. The Trustee may, in its discretion, in the name and at
the expense of the Company, cause a similar notice to be published
at least once in an Authorized Newspaper, but such publication shall
not be a condition precedent to the establishment of such Special
Record Date. Notice of the proposed payment of such Defaulted
Interest and the Special Record Date therefor having been so mailed,
such Defaulted Interest shall be paid to the Persons in whose names
the Securities of such series (or their respective Predecessor
Securities) are registered at the close of business on such Special
Record Date and shall no longer be payable pursuant to the following
clause (2).
	 
	 	(2)	 	The Company may make payment of any Defaulted Interest on the
Securities of any series in any other lawful manner not inconsistent
with the requirements of any securities exchange on which such
Securities may be listed, and upon such notice as may be required by
such exchange, if, after notice given by the Company to the Trustee
of the proposed payment pursuant to this clause (2), such manner of
payment shall be deemed practicable by the Trustee.





18









 





     Subject to the foregoing provisions of this Section 3.07, each Security
delivered under this Indenture, upon registration of transfer of, in exchange
for or in lieu of, any other Security, shall carry the rights to interest
accrued and unpaid, and to accrue, which were carried by such other Security.



     Section 3.08. Persons Deemed Owners.



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



     Section 3.09. Cancellation.



     All Securities surrendered for payment, redemption, registration of
transfer or exchange or for credit against any sinking fund payment shall, if
surrendered to any Person other than the Trustee, be delivered to the Trustee.
All Securities so delivered shall be promptly canceled by the Trustee. The
Company may at any time deliver to the Trustee for cancellation any Securities
previously authenticated and delivered hereunder which the Company may have
acquired in any manner whatsoever, and all Securities so delivered shall be
promptly canceled by the Trustee. No Securities shall be authenticated in lieu
of or in exchange for any Securities canceled as provided in this Section 3.09,
except as expressly permitted by this Indenture. All canceled Securities held
by the Trustee shall be disposed of by the Trustee in accordance with its
customary procedures, unless the Trustee is otherwise directed by a Company
Order.



     Section 3.10. Computation of Interest.



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



     Section 3.11. CUSIP Numbers.



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



ARTICLE FOUR




SATISFACTION AND DISCHARGE




     Section 4.01. Satisfaction and Discharge of Indenture.



     This Indenture shall upon Company Request cease to be of further effect
with respect to Securities of a series, and the Trustee, at the expense of the
Company, shall execute proper instruments acknowledging satisfaction and
discharge of this Indenture with respect to Securities of such series, when




	 	(1)	 	either






	 	(A)	 	all Securities of such series theretofore
authenticated and delivered (other than (i) Securities that
have been destroyed, lost or stolen and that have been
replaced or paid as provided in Section 3.06, and (ii)
Securities for whose payment money has theretofore been
deposited in trust or segregated and held in trust by the
Company and thereafter




19









 






	 	 	 	repaid to the Company or discharged
from such trust, as provided in Section 10.03) have been
delivered to the Trustee for cancellation;
	 
	 	(B)	 	with respect to all Outstanding Securities of
such series not theretofore delivered to the Trustee for
cancellation, the Company has deposited or caused to be
deposited with the Trustee under the terms of an irrevocable
trust agreement in form and substance satisfactory to the
Trustee, as trust funds in trust solely for the benefit of the
Holders of Outstanding Securities for that purpose, money or
U.S. Government Obligations maturing as to principal and
interest in such amounts and at such times as will, together
with the income to accrue thereon, without consideration of
any reinvestment thereof, be sufficient to pay and discharge
the entire indebtedness on all Outstanding Securities of such
series not theretofore delivered to the Trustee for
cancellation for principal of, premium (if any) and interest
on or any Additional Amounts with respect to such Securities
to the Stated Maturity or any Redemption Date contemplated by
the penultimate paragraph of this Section 4.01, as the case
may be; or
	 
	 	(C)	 	the Company has properly fulfilled such other
means of satisfaction and discharge as is specified, as
contemplated by Section 3.01, to be applicable to the
Securities of such series;






	 	(2)	 	the Company has paid or caused to be paid all other sums
payable hereunder by the Company with respect to the Outstanding
Securities of such series;
	 
	 	(3)	 	the Company has complied with any other conditions specified
pursuant to Section 3.01 to be applicable to the discharge of
Securities of such series pursuant to this Section 4.01;
	 
	 	(4)	 	the Company has delivered to the Trustee an Officers’
Certificate and an Opinion of Counsel, each stating that all
conditions precedent herein provided for relating to the
satisfaction and discharge of this Indenture with respect to the
Outstanding Securities of such series have been complied with;
	 
	 	(5)	 	if the conditions set forth in subclause (A) of clause (1) of
Section 4.01 have not been satisfied, and unless otherwise specified
pursuant to Section 3.01 for the Securities of such series, the
Company has delivered to the Trustee an Opinion of Counsel to the
effect that the Holders of Securities of such series will not
recognize income, gain or loss for United States federal income tax
purposes as a result of such deposit, satisfaction and discharge and
will be subject to United States federal income tax on the same
amount and in the same manner and at the same time as would have
been the case if such deposit, satisfaction and discharge had not
occurred; and
	 
	 	(6)	 	no Default or Event of Default with respect to the Securities
of such issue shall have occurred and be continuing on the date of
any such deposit or, in so far as clause (5) or (6) of Section 5.01
is concerned, at any time in the period ending on the 91st day after
the date of such deposit (it being understood that this condition
shall not be deemed satisfied until the expiration of such period).





     For the purposes of this Indenture, “U.S. Government Obligations” means
direct noncallable obligations of, or noncallable obligations the payment of
principal of and interest on which is guaranteed by, the United States of
America, or to the payment of which obligations or guarantees the full faith
and credit of the United States of America is pledged, or beneficial interests
in a trust the corpus of which consists exclusively of money or such
obligations or a combination thereof.



     If any Outstanding Securities of such series are to be redeemed prior to their Stated Maturity, whether pursuant to any
optional redemption provisions or in accordance with any mandatory sinking fund requirement, the trust agreement referred to in
subclause (B) of clause (1) of this Section 4.01 shall provide therefor and the Company shall make such arrangements as are
satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Company.




20










 





     Notwithstanding the satisfaction and discharge of this Indenture with
respect to the Outstanding Securities of such series pursuant to this Section
4.01, the obligations of the Company to the Trustee under Section 6.07, the
obligations of the Company to any Authenticating Agent under Section 6.14 and,
except for a discharge pursuant to subclause (A) of clause (1) of this Section
4.01, the obligations of the Company under Sections 3.05, 3.06, 4.04, 10.01 and
10.02 and the obligations of the Trustee under Section 4.02 and the last
paragraph of Section 10.03 shall survive.



     Section 4.02. Application of Trust Money.



     Subject to the provisions of the last paragraph of Section 10.03, all
money deposited with the Trustee pursuant to Section 4.01 shall be held in
trust and applied by it, in accordance with the provisions of the Securities
and this Indenture, to the payment, either directly or through any Paying Agent
(including the Company acting as its own Paying Agent) as the Trustee may
determine, to the Persons entitled thereto, of the principal of, premium (if
any) and interest on or any Additional Amounts with respect to Securities of
such Securities for the payment of which such money has been deposited with the
Trustee.



     Section 4.03. Discharge of Liability on Securities of Any Series.



     If this Section 4.03 is specified, as contemplated by Section 3.01, to be
applicable to Securities of any series, the Company shall be deemed to have
paid and discharged the entire indebtedness on all the Outstanding Securities
of such series, the obligation of the Company under this Indenture and the
Securities of such series to pay the principal of, premium (if any) and
interest on and any Additional Amounts with respect to Securities of such
series shall cease, terminate and be completely discharged, and the Trustee, at
the expense of the Company, shall execute proper instruments acknowledging such
satisfaction and discharge, when




	 	(1)	 	the Company has complied with the provisions of Section 4.01
of this Indenture (other than any additional conditions specified
pursuant to Section 3.01 and clause (3) of Section 4.01 and except
that the Opinion of Counsel referred to in clause (5) of Section
4.01 shall state that it is based on a ruling by the Internal
Revenue Service or other change since the date hereof under
applicable Federal income tax law) with respect to all Outstanding
Securities of such series,
	 
	 	(2)	 	the Company has delivered to the Trustee a Company Request
requesting such satisfaction and discharge,
	 
	 	(3)	 	the Company has complied with any other conditions specified
pursuant to Section 3.01 to be applicable to the discharge of
Securities of such series pursuant to this Section 4.03, and
	 
	 	(4)	 	the Company has delivered to the Trustee an Officers’
Certificate and an Opinion of Counsel, each stating that all
conditions precedent herein provided for relating to the discharge
of the indebtedness on the Outstanding Securities of such series
have been complied with.





     Upon the satisfaction of the conditions set forth in this Section 4.03
with respect to all the Outstanding Securities of any series, the terms and
conditions of such series, including the terms and conditions with respect
thereto set forth in this Indenture, shall no longer be binding upon, or
applicable to, the Company; provided that, the Company shall not be discharged
from any payment obligations in respect of Securities of such series which are
deemed not to be Outstanding under clause (iii) of the definition thereof if
such obligations continue to be valid obligations of the Company under
applicable law or pursuant to Section 3.05 or 3.06.



     Section 4.04. Reinstatement.



     If the Trustee or Paying Agent is unable to apply any money or U.S.
Government Obligations deposited with respect to Securities of any series in
accordance with Section 4.01 by reason of any legal proceeding or by reason of
any order or judgment of any court or governmental authority enjoining,
restraining or otherwise prohibiting such application, the Company’s
obligations under this Indenture with respect to the Securities of such series
and the Securities of such series shall be revived and reinstated as though no
deposit had occurred pursuant to



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Section 4.01 until such time as the Trustee or
Paying Agent is permitted to apply all such money or U.S. Government
Obligations in accordance with Section 4.01; provided, however, that if the
Company has made any payment of principal of, premium (if any) or interest on
or any Additional Amounts with respect to any Securities because of the
reinstatement of its obligations, the Company shall be subrogated to the rights
of the Holders of such Securities to receive such payment from the money or
U.S. Government Obligations held by the Trustee or Paying Agent.




ARTICLE FIVE




REMEDIES




     Section 5.01. Events of Default.



     “Event of Default,” wherever used herein with respect to Securities of any
series, means any one of the following events which shall have occurred and be
continuing (whatever the reason for such Event of Default and whether it shall
be voluntary or involuntary or 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), unless it is either inapplicable to a
particular series or it is specifically deleted or modified in or pursuant to
the supplemental indenture or Board Resolution establishing such series of
Securities or in the form of Security for such series:




	 	(1)	 	default in the payment of any interest on or any Additional
Amounts with respect to any Security of that series when such
interest or Additional Amounts become due and payable, and
continuance of such default for a period of 30 days; or
	 
	 	(2)	 	default in the payment of the principal of or premium (if
any) on any Security of that series at its Maturity; or
	 
	 	(3)	 	default in the deposit of any mandatory sinking fund payment,
when and as due by the terms of a Security of that series, and
continuance of such default for a period of 30 days; or
	 
	 	(4)	 	default in the performance or breach of any covenant of the
Company in this Indenture (other than a covenant a default in whose
performance or whose breach is elsewhere in this Section 5.01
specifically dealt with or which has expressly been included in this
Indenture solely for the benefit of one or more series of Securities
other than that series), and continuance of such default or breach
for a period of 60 days after there has been given, by registered or
certified mail, to the Company by the Trustee or to the Company and
the Trustee by the Holders of at least 25% in principal amount of
all Outstanding Securities a written notice specifying such default
or breach and requiring it to be remedied and stating that such
notice is a “Notice of Default” hereunder; or
	 
	 	(5)	 	the entry by a court having jurisdiction in the premises of
(A) a decree or order for relief in respect of the Company in an
involuntary case or proceeding under any applicable federal or state
bankruptcy, insolvency, reorganization or other similar law or (B)
a decree or order adjudging the Company a bankrupt or insolvent, or
approving as properly filed a petition seeking reorganization,
arrangement, adjustment or composition of or in respect of the
Company under any applicable federal or state law, or appointing a
custodian, receiver, liquidator, assignee, trustee, sequestrator or
other similar official of the Company or of any substantial part of
its property, or ordering the winding up or liquidation of its
affairs, and the continuance of any such decree or order for relief
or any such other decree or order unstayed and in effect for a
period of 60 consecutive days; or
	 
	 	(6)	 	the commencement by the Company of a voluntary case or
proceeding under any applicable federal or state bankruptcy,
insolvency, reorganization or other similar law or of any other case
or proceeding to be adjudicated a bankrupt or insolvent, or the
consent by it to the entry of a decree or order for relief in
respect of the Company in an involuntary case or proceeding under
any applicable federal or state bankruptcy, insolvency,
reorganization or other similar law or to the commencement of any
bankruptcy or insolvency case or proceeding against it, or the
filing by it,




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	 	 	 	of a petition or answer or consent seeking
reorganization or relief under any applicable federal or state law,
or the consent by it to the filing of such petition or to the
appointment of or taking possession by a custodian, receiver,
liquidator, assignee, trustee, sequestrator or similar official of
the Company or of any substantial part of its property, or the
making by it of an assignment for the benefit of creditors, or the
admission by it in writing of its inability to pay its debts
generally as they become due, or the taking of corporate action by
the Company in furtherance of any such action; or
	 
	 	(7)	 	any other Event of Default provided with respect to
Securities of that series.






     Notwithstanding the foregoing provisions of this Section 5.01, if the
principal of, premium (if any) or any interest on or any Additional Amounts
with respect to any Security is payable in a currency or currencies (including
a composite currency) other than Dollars and such currency or currencies are
not available to the Company for making payment thereof due to the imposition
of exchange controls or other circumstances beyond the control of the Company
(a “Conversion Event”), the Company will be entitled to satisfy its obligations
to Holders of the Securities by making such payment in Dollars in an amount
equal to the Dollar equivalent of the amount payable in such other currency, as
determined by the Company by reference to the Exchange Rate, as such Exchange
Rate is certified for customs purposes by the Federal Reserve Bank of New York
on the date of such payment, or, if such rate is not then available, on the
basis of the most recently available Exchange Rate. Notwithstanding the
foregoing provisions of this Section 5.01, any payment made under such
circumstances in Dollars where the required payment is in a currency other than
Dollars will not constitute an Event of Default under this Indenture.



     Promptly after the occurrence of a Conversion Event with respect to the
Securities of any series, the Company shall give written notice thereof to the
Trustee; and the Trustee, promptly after receipt of such notice, shall give
notice thereof in the manner provided in Section 1.07 to the Holders of such
series. Promptly after the making of any payment in Dollars as a result of a
Conversion Event with respect to the Securities of any series, the Company
shall give notice in the manner provided in Section 1.07 to the Holders of such
series, setting forth the applicable Exchange Rate and describing the
calculation of such payments.



     Section 5.02. Acceleration of Maturity; Rescission and Annulment.



     If an Event of Default with respect to any Securities of any series at the
time Outstanding occurs and is continuing, then in every such case the Trustee
or the Holders of not less than 25% in principal amount of the Outstanding
Securities of (i) the series with respect to which such default has occurred,
in the case of an Event of Default described in clause (1), (2), (3), (4) (if
the Event of Default under clause (4) is with respect to less than all series
of Securities then outstanding) or (7) of Section 5.01, or (ii) all series of
Securities, in the case of an Event of Default described in clause (4) (if the
Event of Default under clause (4) is with respect to all series of Securities
then outstanding), (5) or (6) of Section 5.01, may declare the principal amount
(or, if any such Securities are Original Issue Discount Securities, such
portion of the principal amount as may be specified in the terms of that
series) of all of the Securities of the series with respect to which such
default has occurred, or all series, as the case may be, to be
due and payable immediately, by a notice in writing to the Company (and to
the Trustee if given by Holders), and upon any such declaration such amount
shall become immediately due and payable.



     At any time after such a declaration of acceleration with respect to
Securities of any series (or of all series, as the case may be) has been made,
the Holders of a majority in principal amount of the Outstanding Securities of
that series (or of all series, as the case may be), 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






	 	(A)	 	all overdue interest on, and any Additional
Amounts with respect to, all Securities of that series (or of
all series, as the case may be),
	 
	 	(B)	 	the principal of or premium (if any) on any
Securities of that series (or of all series, as the case may
be) which have become due otherwise than by such declaration
of acceleration




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	 	 	 	and interest thereon at the rate or rates
prescribed therefor in such Securities (in the case of
Original Issue Discount Securities, the Securities’ Yield to
Maturity),
	 
	 	(C)	 	to the extent that payment of such interest is
lawful, interest upon overdue interest and any Additional
Amounts at the rate or rates prescribed therefor in such
Securities (in the case of Original Issue Discount Securities,
the Securities’ Yield to Maturity), and
	 
	 	(D)	 	all sums paid or advanced by the Trustee
hereunder, the compensation, expenses, disbursements and
advances due to Trustee under Section 6.07, and all other
amounts due under Section 6.07;






	 	(2)	 	all Events of Default with respect to Securities of that
series (or of all series, as the case may be), other than the
nonpayment of the principal of Securities of that series (or of all
series, as the case may be) which have become due solely by such
declaration of acceleration, have been cured or waived as provided
in Section 5.13; and
	 
	 	(3)	 	the rescission would not conflict with any final judgment or
decree of a court of competent jurisdiction.





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




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


The Company covenants that if










	 	(1)	 	default is made in the payment of any installment of interest
on, or any Additional Amounts with respect to, any Security of any
series when such interest or Additional Amounts shall have become
due and payable and such default continues for a period of 30 days,
or
	 
	 	(2)	 	default is made in the payment of the principal of or premium
(if any) on any Security at the Maturity thereof,





the Company will, upon demand of the Trustee, pay to it, for the benefit of the
Holders of such Securities, the whole amount then due and payable on such
Securities for principal of, premium (if any) and interest on or any Additional
Amounts with respect to such Securities and, to the extent that payment of such
interest shall be legally enforceable, interest on any overdue principal,
premium (if any) and on any overdue interest or Additional Amounts, at the rate
or rates prescribed therefor in such Securities (or in the case of Original
Issue Discount Securities, the Securities’ Yield to Maturity), and, in addition
thereto, such further amount as shall be sufficient to cover the costs and
expenses of collection, including the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel, and all
other amounts due the Trustee under Section 6.07.




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



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



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     Section 5.04. Trustee May File Proofs of Claim.



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




	 	(1)	 	to file and prove a claim for the whole amount of principal
(or lesser amount in the case of Original Issue Discount Securities)
(and premium, if any) and interest and any Additional Amounts owing
and unpaid in respect of the Securities and to file such other
papers or documents as may be necessary or advisable to have the
claims of the Trustee (including any claim for the reasonable
compensation, expenses, disbursements and advances of the Trustee,
its agents and counsel) and of the Holders allowed in such judicial
proceeding, and
	 
	 	(2)	 	to collect and receive any monies or other property payable
or deliverable on any such claims and to distribute the same; and
any custodian, receiver, assignee, trustee, liquidator, sequestrator
or other similar official in any such judicial proceeding is hereby
authorized by each Holder to make such payments to the Trustee and,
in the event that the Trustee shall consent to the making of such
payments directly to the Holders, to pay to the Trustee any amount
due it for the reasonable compensation, expenses, disbursements and
advances of the Trustee, its agents and counsel, and any other
amounts due the Trustee under Section 6.07.





     Nothing herein contained shall be deemed to authorize the Trustee to
authorize or consent to or accept or adopt on behalf of any Holder any plan of
reorganization, arrangement, adjustment or composition affecting the Securities
or the rights of any Holder thereof or to authorize the Trustee to vote in
respect of the claim of any Holder in any such proceedings; provided, however,
that the Trustee may, on behalf of the Holders, vote for the election of a
trustee in bankruptcy or similar official.



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



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



     Section 5.06. Application of Money Collected.



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



     FIRST: To the payment of all amounts due the Trustee under Section 6.07;



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



25









 





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



     To the fullest extent allowed under applicable law, if for the purpose of
obtaining judgment against the Company in any court it is necessary to convert
the sum due in respect of the principal of, premium (if any) or interest on or
any Additional Amounts with respect to the Securities of any series (the
“Required Currency”) into a currency in which a judgment will be rendered (the
“Judgment Currency”), the rate of exchange used shall be the rate at which in
accordance with normal banking procedures the Trustee could purchase in The
City of New York the Required Currency with the Judgment Currency on the
Business Day in the City of New York next preceding that on which final
judgment is given. Neither the Company nor the Trustee shall be liable for any
shortfall nor shall it benefit from any windfall in payments to Holders of
Securities under this Section 5.06 caused by a change in exchange rates between
the time the amount of a judgment against it is calculated as above and the
time the Trustee converts the Judgment Currency into the Required Currency to
make payments under this Section 5.06 to Holders of Securities, but payment of
such judgment shall discharge all amounts owed by the Company on the claim or
claims underlying such judgment.



     Section 5.07. Limitation on Suits.



     Subject to Section 5.08, no Holder of any Security of any series shall
have any right to institute any proceeding, judicial or otherwise, with respect
to this Indenture, or for the appointment of a receiver or trustee, or for any
other remedy hereunder, unless




	 	(1)	 	an Event of Default with respect to Securities of such series
shall have occurred and be continuing and such Holder has previously
given written notice to the Trustee of such continuing Event of
Default;
	 
	 	(2)	 	the Holders of not less than 25% in principal amount of the
Outstanding Securities of that series shall have made written
request to the Trustee to institute proceedings in respect of such
Event of Default in its own name as Trustee hereunder;
	 
	 	(3)	 	such Holder or Holders have offered to the Trustee reasonable
indemnity against the costs, expenses and liabilities to be incurred
in compliance with such request;
	 
	 	(4)	 	the Trustee for 60 days after its receipt of such notice,
request and offer of indemnity has failed to institute any such
proceeding; and
	 
	 	(5)	 	no direction inconsistent with such written request has been
given to the Trustee during such 60-day period by the Holders of a
majority in principal amount of the Outstanding Securities of that
series (or of all series, as the case may be); it being understood
and intended that no one or more of such Holders shall have any
right in any manner whatever by virtue of, or by availing of, any
provision of this Indenture to affect, disturb or prejudice the
rights of any other of such Holders, or to obtain or to seek to
obtain priority or preference over any other of such Holders or to
enforce any right under this Indenture, except in the manner herein
provided and for the equal and ratable benefit of all of such
Holders.





     Section 5.08. Unconditional Right of Holders to Receive Principal, Premium
and Interest.



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



26









 





     Section 5.09. Restoration of Rights and Remedies.



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



     Section 5.10. Rights and Remedies Cumulative.



     Except as otherwise provided with respect to the replacement or payment of
mutilated, destroyed, lost or stolen Securities in the last paragraph of
Section 3.06, no right or remedy herein conferred upon or reserved to the
Trustee or to the Holders is intended to be exclusive of any other right or
remedy, and every right and remedy shall, to the extent permitted by law, be
cumulative and in addition to every other right and remedy given hereunder or
now or hereafter existing at law or in equity or otherwise. The assertion or
employment of any right or remedy hereunder, or otherwise, shall not prevent
the concurrent assertion or employment of any other appropriate right or
remedy.



     Section 5.11. Delay or Omission Not Waiver.



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



     Section 5.12. Control by Holders.



     With respect to Securities of any series, the Holders of a majority in
principal amount of the Outstanding Securities of such series shall have the
right to direct the time, method and place of conducting any proceeding for any
remedy available to the Trustee, or exercising any trust or power conferred on
the Trustee, relating to or arising under an Event of Default described in
clause (1), (2), (3) or (7) of Section 5.01, and with respect to all Securities
the Holders of a majority in principal amount of all Outstanding Securities
shall have the right to direct the time,method and place of conducting any remedy
available to the Trustee, or
exercising any trust or power conferred on the Trustee, not relating to or
arising under such an Event of Default, provided that in each such case




	 	(1)	 	the Trustee shall have the right to decline to follow any
such direction if the Trustee, being advised by counsel, determines
that the action so directed may not lawfully be taken or would
conflict with this Indenture or if the Trustee in good faith shall,
by a Responsible Officer, determine that the proceedings so directed
would involve it in personal liability or be unjustly prejudicial to
the Holders not taking part in such direction, and
	 
	 	(2)	 	the Trustee may take any other action deemed proper by the
Trustee which is not inconsistent with such direction.





     Section 5.13. Waiver of Past Defaults.



     Subject to Sections 5.08 and 9.02, the Holders of a majority in principal
amount of the Outstanding Securities of any series may on behalf of the Holders
of all the Securities of such series waive any past default hereunder with
respect to such series and its consequences, and the Holders of a majority in
principal amount of all Outstanding Securities may on behalf of the Holders of
all Securities waive any other past default hereunder and its consequences,
except in each case a default



27









 






	 	(1)	 	in the payment of the principal of, premium (if any) or
interest on or any Additional Amounts with respect to any Security,
or
	 
	 	(2)	 	in respect of a covenant or provision hereof that under
Article Nine cannot be modified or amended without the consent of
the Holder of each Outstanding Security affected.





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



     Section 5.14. Undertaking for Costs.



     All parties to this Indenture agree, and each Holder of any Security by
his acceptance thereof shall be deemed to have agreed, that any court may in
its discretion require, in any suit for the enforcement of any right or remedy
under this Indenture, or in any suit against the Trustee for any action taken
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 and
expenses, 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.
The provisions of this Section 5.14 shall not apply to any suit instituted by
the Company, by the Trustee, by any Holder or group of Holders holding in the
aggregate more than 10% in principal amount of the Outstanding Securities of
any series, or by any Holder for the enforcement of the payment of the
principal of, premium (if any) or interest on or any Additional Amounts with
respect to any Security on or after the Stated Maturity or Maturities expressed
in such Security (or, in the case of redemption, on or after the Redemption
Date).



     Section 5.15. Waiver of Stay or Extension Laws.



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



ARTICLE SIX



THE TRUSTEE




     Section 6.01. Certain Duties and Responsibilities.




	 	(a)	 	Except during the continuance of an Event of Default with
respect to the Securities of any series,
	 
	 	(1)	 	the Trustee undertakes to perform such duties and only such
duties as are specifically set forth in this Indenture, and no
implied covenants or obligations shall be read into this Indenture
against the Trustee; and
	 
	 	(2)	 	in the absence of bad faith on its part, the Trustee may
conclusively rely, as to the truth of the statements and the
correctness of the opinions expressed therein, upon certificates or
opinions furnished to the Trustee and conforming to the requirements
of this Indenture; but in the case of any such certificates or
opinions 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
requirements of this Indenture (but need not confirm or investigate
the accuracy of any mathematical calculations or other facts stated
therein).
	 
	 	(b)	 	In case an Event of Default has occurred and is continuing with
respect to the Securities of any series, the Trustee shall exercise such of the
rights and powers vested in it by this Indenture, and use the same degree





28









 






	 	 	of
care and skill in their exercise, as a prudent person would exercise or use
under the circumstances in the conduct of such person’s own affairs.






	 	(c)	 	No provision of this Indenture shall be construed to relieve the
Trustee from liability for its own negligent action, its own negligent failure
to act or its own willful misconduct, except that
	 
	 	(1)	 	this Section 6.01(c) shall not be construed to limit the
effect of Section 6.01(a);
	 
	 	(2)	 	the Trustee shall not be liable for any error of judgment
made in good faith by a Responsible Officer, unless it shall be
proved that the Trustee was negligent in ascertaining the pertinent
facts;
	 
	 	(3)	 	the Trustee shall not be liable with respect to any action it
takes or omits to take in good faith in accordance with the
direction of the Holders of a majority in principal amount of the
Outstanding Securities of any series or of all series, determined as
provided in Section 5.12, relating to the time, method and place of
conducting any proceeding for any remedy available to the Trustee,
or exercising any trust or power conferred upon the Trustee, under
this Indenture with respect to the Securities of such series; and
	 
	 	(4)	 	no provision of this Indenture shall require the Trustee to
expend or risk its own funds or otherwise incur any financial
liability in the performance of any of its duties hereunder, or in
the exercise of any of its rights or powers, if it shall have
reasonable grounds for believing that repayment of such funds or
adequate indemnity, satisfactory to the Trustee in its reasonable
judgement, against such risk or liability is not reasonably assured
to it.
	 
	 	(d)	 	Whether or not therein expressly so provided, every provision of this
Indenture relating to the conduct or affecting the liability of or affording
protection to the Trustee shall be subject to the provisions of this Section
6.01.





     Section 6.02. Notice of Defaults.



     Within 90 days after the occurrence of any Default or Event of Default
with respect to the Securities of any series, the Trustee shall give notice of
such Default or Event of Default known to the Trustee to all Holders of
Securities of such series in the manner provided in Section 1.07, unless such
default shall have been cured or waived; provided, however, that, except in the
case of a Default or Event of Default in the payment of the principal
of, premium (if any) or interest on or any Additional Amounts with respect
to any Security of such series or in the payment of any sinking fund
installment with respect to Securities of such series, the Trustee shall be
protected in withholding such notice if and so long as the board of directors,
the executive committee or a trust committee of directors or Responsible
Officers of the Trustee in good faith determine that the withholding of such
notice is in the interest of the Holders of Securities of such series; and
provided, further, that in the case of any Default or Event of Default of the
character specified in clause (4) of Section 5.01 with respect to Securities of
such series, no such notice to Holders shall be given until at least 60 days
after the occurrence thereof.



     Section 6.03. Certain Rights of Trustee.



     Subject to the provisions of Section 6.01:




	 	(1)	 	the Trustee may rely and shall be protected in acting or
refraining from acting upon any resolution, certificate, statement,
instrument, opinion, report, notice, request, direction, consent,
order, bond, debenture, note, coupon, other evidence of indebtedness
or other paper or document believed by it to be genuine and to have
been signed or presented by the proper party or parties;
	 
	 	(2)	 	any request or direction of the Company mentioned herein
shall be sufficiently evidenced by a Company Request or Company
Order and any resolution of the Board of Directors may be
sufficiently evidenced by a Board Resolution;








29









 






	 	(3)	 	whenever in the administration of this Indenture the Trustee
shall deem it desirable that a matter be proved or established prior
to taking, suffering or omitting any action hereunder, the Trustee
(unless other evidence be herein specifically prescribed) may, in
the absence of bad faith on its part, rely upon an Officers’
Certificate;
	 
	 	(4)	 	the Trustee may consult with counsel and the written advice
of such counsel or any Opinion of Counsel shall be full and complete
authorization and protection in respect of any action taken,
suffered or omitted by it hereunder in good faith and in reliance
thereon;
	 
	 	(5)	 	the Trustee shall be under no obligation to exercise any of
the rights or powers vested in it by this Indenture at the request
or direction of any of the Holders pursuant to this Indenture,
unless such Holders shall have offered to the Trustee reasonable
security or indemnity against the costs, expenses and liabilities
that might be incurred by it in compliance with such request or
direction;
	 
	 	(6)	 	the Trustee shall not be bound to make any investigation into
the facts or matters stated in any resolution, certificate,
statement, instrument, opinion, report, notice, request, direction,
consent, order, bond, debenture, note, coupon, other evidence of
indebtedness or other paper or document, but the Trustee, in its
discretion, may make such further inquiry or investigation into such
facts or matters as it may see fit, and, if the Trustee shall
determine to make such further inquiry or investigation, it shall be
entitled to examine the books, records and premises of the Company,
personally or by agent or attorney;
	 
	 	(7)	 	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, except for any Affiliates of the Trustee,
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;
	 
	 	(8)	 	the Trustee shall not be charged with knowledge of any
Default or Event of Default with respect to the Securities of any
series for which it is acting as Trustee unless either (1) a
Responsible Officer shall have actual knowledge of such Default or
Event of Default or (2) written notice of such Default or Event of
Default shall have been given to the Trustee by the Company or any
other obligor on such Securities or by any Holder of such
Securities; and
	 
	 	(9)	 	the Trustee shall not be liable for any action taken,
suffered or omitted 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.





     Section 6.04. Not Responsible for Recitals or Issuance of Securities.




     The recitals contained herein and in the Securities, except the Trustee’s
certificates of authentication, shall be taken as the statements of the
Company, and the Trustee assumes no responsibility for their correctness. The
Trustee makes no representations as to the validity or sufficiency of this
Indenture or of the Securities. The Trustee shall not be accountable for the
use or application by the Company of Securities or the proceeds thereof.



     Section 6.05. May Hold Securities.



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




30









 





     Section 6.06. Money Held in Trust.



     Money held by the Trustee in trust hereunder 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 money received by it hereunder except as
otherwise agreed in writing with the Company.



     Section 6.07. Compensation and Reimbursement.



     The Company agrees:




	(1)	 	to pay to the Trustee from time to time such compensation as
shall be agreed upon in writing from time to time for all services
rendered by it hereunder (which compensation shall not be limited by
any provision of law in regard to the compensation of a trustee of
an express trust);
	 
	(2)	 	except as otherwise expressly provided herein, to reimburse
the Trustee upon its request for all reasonable expenses,
disbursements and advances incurred or made by the Trustee in
accordance with any provision of this Indenture (including the
reasonable compensation and the reasonable expenses and
disbursements of its agents and counsel), except any such expense,
disbursement or advance as may be attributable to its negligence,
willful misconduct or bad faith; and
	 
	(3)	 	to indemnify the Trustee and each of its directors, officers,
employees, agents and/or representatives for, and to hold each of
them harmless against, any and all loss, liability, claim, damage or
expense incurred without negligence, willful misconduct or bad faith
on each of their part, arising out of or in connection with the
acceptance or administration of the trust or trusts hereunder,
including the costs and expenses of defending themselves against any
claim or liability in connection with the exercise or performance of
any of the Trustees’ powers or duties hereunder.





     As security for the performance of the obligations of the Company under
this Section 6.07, the Trustee shall have a lien prior to the Securities on all
property and funds held or collected by the Trustee as such, except funds held
in trust for the payment of principal of, premium (if any) or interest on or
any Additional Amounts with respect to particular Securities.



     Any expenses and compensation for any services rendered by the Trustee
after the occurrence of an Event of Default specified in clause (5) or (6) of
Section 5.01 shall constitute expenses and compensation for services of
administration under all applicable federal or state bankruptcy, insolvency,
reorganization or other similar laws.



     The provisions of this Section 6.07 and any lien arising hereunder shall
survive the resignation or removal of the Trustee or the discharge of the
Company’s obligations under this Indenture and the termination of this
Indenture.



     Section 6.08. Disqualification; Conflicting Interests.



     If the Trustee shall have or acquire any conflicting interest within the
meaning of the Trust Indenture Act, it shall either eliminate such conflicting
interest or resign to the extent, in the manner and with the effect, and
subject to the conditions, provided in the Trust Indenture Act and this
Indenture. For purposes of Section 310(b)(1) of the Trust Indenture Act and to
the extent permitted thereby, the Trustee shall not be deemed to have a
conflicting interest by virtue of being a Trustee under (i) this Indenture with
respect to debt Securities of more than one series, or (ii) the Indenture (For
Subordinated Debt Securities), between the Company and the Trustee, dated as of
                   
200  .



     Section 6.09. Corporate Trustee Required; Eligibility.



     There shall at all times be a Trustee hereunder which shall be a
corporation organized and doing business under the laws of the United States of
America, any State thereof or the District of Columbia, authorized under such
laws to exercise corporate trust powers, having a combined capital and surplus
of at least $50 million and subject to



31









 




supervision or examination by federal or state (or the District of Columbia) authority. If such corporation publishes
reports of condition at least annually, pursuant to law or to the requirements
of said supervising or examining authority, then for the purposes of this
Section 6.09, the combined capital and surplus of such corporation shall be
deemed to be its combined capital and surplus as set forth in its most recent
report of condition so published. If at any time the Trustee shall cease to be
eligible in accordance with the provisions of this Section 6.09, it shall
resign immediately in the manner and with the effect hereinafter specified in
this Article Six.




     The Indenture shall always have a Trustee who satisfies the requirements
of Sections 310(a)(1), 310(a)(2) and 310(a)(5) of the Trust Indenture Act.



     Section 6.10. Resignation and Removal; Appointment of Successor.



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



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



     (c) The Trustee may be removed at any time with respect to the Securities
of any series by Act of the Holders of a majority in principal amount of the
Outstanding Securities of such series, delivered to the Trustee and to the
Company. If the instrument of acceptance by a successor Trustee required by
Section 6.11 shall not have been delivered to the removed Trustee within 30
days after the receipt of such notice of removal, the removed Trustee may
petition at the expense of the Company any court of competent jurisdiction for
the appointment of a successor Trustee with respect to the Securities of such
series.



     (d) If at any time:




	(1)	 	the Trustee shall fail to comply with Section 6.08 after
written request therefor by the Company or by any Holder who has
been a bona fide Holder of a Security for at least six months, or
	 
	(2)	 	the Trustee shall cease to be eligible under Section 6.09 and
shall fail to resign after written request therefor by the Company
or by any such Holder of Securities, or
	 
	(3)	 	the Trustee shall become incapable of acting or shall be
adjudged a bankrupt or insolvent or a receiver of the Trustee or of
its property shall be appointed 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, (i) the Company by a Board Resolution may remove the
Trustee with respect to all Securities, or (ii) subject to Section 5.14, any
Holder who has been a bona fide Holder of a Security for at least six months
may, on behalf of himself and all others similarly situated, petition any court
of competent jurisdiction for the removal of the Trustee with respect to all
Securities and the appointment of a successor Trustee or Trustees.




     (e) If the Trustee shall resign, be removed or become incapable of acting,
or if a vacancy shall occur in the office of Trustee for any cause, with
respect to the Securities of one or more series, the Company, by a Board
Resolution, shall promptly appoint a successor Trustee or Trustees with respect
to the Securities of that or those series (it being understood that any such
successor Trustee may be appointed with respect to the Securities of one or
more or all of such series and that at any time there shall be only one Trustee
with respect to the Securities of any particular series) and such successor
Trustee or Trustees shall comply with the applicable requirements of Section
6.11. If no successor Trustee with respect to the Securities of any series
shall have been so appointed by the Company and accepted appointment in the
manner required by Section 6.11, any Holder who has been a bona fide



32









 




Holder of a Security of such series for at least six months may, on behalf of himself and
all others similarly situated, petition any court of competent jurisdiction for
the appointment of a successor Trustee with respect to the Securities of such
series.




     (f) The Company shall give notice of each resignation and each removal of
the Trustee with respect to the Securities of any series and each appointment
of a successor Trustee with respect to the Securities of any series by mailing
written notice of such event by first-class mail, postage prepaid, to all
Holders of Securities of such series as their names and addresses appear in the
Security Register. Each notice shall include the name of the successor Trustee
with respect to the Securities of such series and the address of its Corporate
Trust Office.



     Section 6.11. Acceptance of Appointment by Successor.



     (a) In case of the appointment hereunder of a successor Trustee with
respect to all Securities, every such successor Trustee so appointed shall
execute, acknowledge and deliver to the Company and to the retiring Trustee an
instrument accepting such appointment, and thereupon the resignation or removal
of the retiring Trustee shall become effective and such successor Trustee,
without any further act, deed or conveyance, shall become vested with all the
rights, powers, trusts and duties of the retiring Trustee; but, on the request
of the Company or the successor Trustee, such retiring Trustee shall, upon
payment of its charges, execute and deliver an instrument transferring to such
successor Trustee all the rights, powers and trusts of the retiring Trustee and
shall duly assign, transfer and deliver to such successor Trustee all property
and money held by such retiring Trustee hereunder, subject, nevertheless to its
lien, if any, provided for in Section 6.07.



     (b) In case of the appointment hereunder of a successor Trustee with
respect to the Securities of one or more (but not all) series, the Company, the
retiring Trustee and each successor Trustee with respect to the Securities of
one or more series shall execute and deliver an indenture supplemental hereto
wherein each successor Trustee shall accept such appointment and which (1)
shall contain such provisions as shall be necessary or desirable to transfer
and confirm to, and to vest in, each successor Trustee all the rights, powers,
trusts and duties of the retiring Trustee with respect to the Securities of
that or those series to which the appointment of such successor Trustee
relates, (2) if the retiring Trustee is not retiring with respect to all
Securities, shall contain such provisions as shall be deemed necessary or
desirable to confirm that all the rights, powers, trusts and duties of the
retiring Trustee with respect to the Securities of that or those series as to
which the retiring Trustee is not retiring shall continue to be vested in the
retiring Trustee and (3) shall add to or change any of the provisions of this
Indenture as shall be necessary to provide for or facilitate the administration
of the trusts hereunder by more than one Trustee, it being understood that
nothing herein or in such supplemental indenture shall constitute such Trustees
co-trustees of the same trust and that each such Trustee shall be trustee of a trust or
trusts hereunder separate and apart from any trust or trusts hereunder
administered by any other such Trustee; and upon the execution and delivery of
such supplemental indenture, the resignation or removal of the retiring Trustee
shall become effective to the extent provided therein and each such successor
Trustee, without any further act, deed or conveyance, shall become vested with
all the rights, powers, trusts and duties of the retiring Trustee with respect
to the Securities of that or those series to which the appointment of such
successor Trustee relates; but, on request of the Company or any successor
Trustee, such retiring Trustee shall duly assign, transfer and deliver to such
successor Trustee all property and money held by such retiring Trustee
hereunder with respect to the Securities of that or those series to which the
appointment of such successor Trustee relates.



     (c) Upon request of any such successor Trustee, the Company shall execute
any and all instruments for more fully and certainly vesting in and confirming
to such successor Trustee all such rights, powers and trusts referred to in
Section 6.11(a) or Section 6.11(b), 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 Six.



     Section 6.12. Merger, Conversion, Consolidation or Succession to Business.



     Any corporation into which the Trustee may be merged or converted or with
which it may be consolidated, or any corporation resulting from any merger,
conversion or consolidation to which the Trustee shall be a party, or any
corporation succeeding to all or substantially all the corporate trust business
of the Trustee, shall be the



33









 




successor of the Trustee hereunder, provided such
corporation shall be otherwise qualified and eligible under this Article Six,
without the execution or filing of any paper or any further act on the part of
any of the parties hereto. In case any Securities shall have been
authenticated, but not delivered, by the Trustee then in office, any successor
by merger, conversion or consolidation to such authenticating Trustee may adopt
such authentication and deliver the Securities so authenticated with the same
effect as if such successor Trustee had itself authenticated such Securities.




     Section 6.13. Preferential Collection of Claims Against Company.



     If the Trustee shall be or become a creditor of the Company or any other
obligor upon the Securities (other than by reason of a relationship described
in Section 311(b) of the Trust Indenture Act), the Trustee shall be subject to
any and all applicable provisions of the Trust Indenture Act regarding the
collection of claims against the Company or such other obligor.



     Section 6.14. Appointment of Authenticating Agent.



     The Trustee may appoint an Authenticating Agent or Agents that shall be
authorized to act on behalf of the Trustee to authenticate Securities issued
upon original issue and upon exchange, registration of transfer or partial
redemption or pursuant to Section 3.06, and Securities so authenticated shall
be entitled to the benefits of this Indenture and shall be valid and obligatory
for all purposes as if authenticated by the Trustee hereunder. Wherever
reference is made in this Indenture to the authentication and delivery of
Securities by the Trustee or the Trustee’s certificate of authentication, such
reference shall be deemed to include authentication and delivery on behalf of
the Trustee by an Authenticating Agent and a certificate of authentication
executed on behalf of the Trustee by an Authenticating Agent. Each
Authenticating Agent shall be acceptable to the Company and shall at all times
be a corporation organized and doing business under the laws of the United
States of America, any state thereof or the District of Columbia, having a
combined capital and surplus of not less than $50 million or equivalent amount
expressed in a foreign currency and subject to supervision or examination by
federal or state (or the District of Columbia) authority or authority of such
country. If such Authenticating Agent publishes reports of condition at least
annually, pursuant to law or to the requirements of said supervising or
examining authority, then for the purposes of this Section 6.14, the combined
capital and surplus of such Authenticating Agent shall be deemed to be its
combined capital and surplus as set forth in its most recent report of
condition so published. If at any time an Authenticating Agent shall cease to be eligible in accordance with the
provisions of this Section 6.14, such Authenticating Agent shall resign
immediately in the manner and with the effect specified in this Section 6.14.



     Any corporation into which an Authenticating Agent may be merged or
converted or with which it may be consolidated, or any corporation resulting
from any merger, conversion or consolidation to which such Authenticating Agent
shall be a party, or any corporation succeeding to the corporate agency or
corporate trust business of an Authenticating Agent, shall continue to be an
Authenticating Agent, provided such corporation shall be otherwise eligible
under this Section 6.14, without the execution or filing of any paper or any
further act on the part of the Trustee or the Authenticating Agent.



     An Authenticating Agent may resign at any time by giving written notice
thereof to the Trustee and to the Company. The Trustee may at any time
terminate the agency of an Authenticating Agent by giving written notice
thereof to such Authenticating Agent and to the Company. Upon receiving such a
notice of resignation or upon such a termination, or in case at any time such
Authenticating Agent shall cease to be eligible in accordance with the
provisions of this Section 6.14, the Trustee may appoint a successor
Authenticating Agent which shall be acceptable to the Company and shall mail
written notice of such appointment by first-class mail, postage prepaid, to all
Holders as their names and addresses appear in the Security Register. Any
successor Authenticating Agent upon acceptance of its appointment hereunder
shall become vested with all the rights, powers and duties of its predecessor
hereunder, with like effect as if originally named as an Authenticating Agent.
No successor Authenticating Agent shall be appointed unless eligible under the
provisions of this Section 6.14.



     The Company agrees to pay to each Authenticating Agent from time to time
reasonable compensation for its services under this Section 6.14.



     If an appointment is made pursuant to this Section 6.14, the Securities
may have endorsed thereon, in addition to the Trustee’s certificate of
authentication, an alternate certificate of authentication in the following
form:



34









 





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



	 	 	 	 	 
	 	 	

	 	 	As Trustee
	 
	 	 	 	 
	

	 	By
	 	



	

	 	 	 	As Authenticating Agent
	 
	 	 	 	 
	

	 	By
	 	



	

	 	 	 	Authorized Signatory







     Notwithstanding any provision of this Section 6.14 to the contrary, if at
any time any Authenticating Agent appointed hereunder with respect to any
series of Securities shall not also be acting as the Security Registrar
hereunder with respect to any series of Securities, then, in addition to all
other duties of an Authenticating Agent hereunder, such Authenticating Agent
shall also be obligated: (i) to furnish to the Security Registrar promptly all
information necessary to enable the Security Registrar to maintain at all times
an accurate and current Security Register; and (ii) prior to authenticating any
Security denominated in a foreign currency, to ascertain from the Company the
units of such foreign currency that are required to be determined by the
Company pursuant to Section 3.02.



ARTICLE SEVEN




HOLDER’S LISTS AND REPORTS BY TRUSTEE AND COMPANY




     Section 7.01. Company to Furnish Trustee Names and Addresses of Holders.



     With respect to each series of Securities, the Company will furnish or
cause to be furnished to the Trustee:




	(1)	 	semi-annually, not more than 15 days after each Regular
Record Date relating to that series (or, if there is no Regular
Record Date relating to that series, on January 1 and July 1), a
list, in such form as the Trustee may reasonably require, of the
names and addresses of the Holders of that series as of such dates,
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, such list to be dated as of a
date not more than 15 days prior to the time such list is furnished;




provided, that so long as the Trustee is the Security Registrar, the Company
shall not be required to furnish or cause to be furnished such a list to the
Trustee. The Company shall otherwise comply with Section 310(a) of the Trust
Indenture Act.




     Section 7.02. Preservation of Information; Communications to Holders.



     (a) The Trustee shall preserve, in as current a form as is reasonably
practicable, the names and addresses of Holders of each series contained in the
most recent list furnished to the Trustee as provided in Section 7.01 and the
names and addresses of Holders of each series received by the Trustee in its
capacity as Security Registrar. The Trustee may destroy any list furnished to
it as provided in Section 7.01 upon receipt of a new list so furnished. The
Trustee shall otherwise comply with Section 310(a) of the Trust Indenture Act.



     (b) Holders of Securities may communicate pursuant to Section 312(b) of
the Trust Indenture Act with other Holders with respect to their rights under
this Indenture or under the Securities. The Company, the



35









 




Trustee, the Security
Registrar and any other Person shall have the protection of Section 312(c) of
the Trust Indenture Act.




     Section 7.03. Reports by Trustee.



     (a) Within 60 days after the end of each year after the execution of this
Indenture, the Trustee shall transmit by mail to Holders a brief report dated
as of the end of such year that complies with Section 313(a) of the Trust
Indenture Act. The Trustee shall comply with Section 313(b) of the Trust
Indenture Act. The Trustee shall transmit by mail all reports as required by
Sections 313(c) and 313(d) of the Trust Indenture Act.



     (b) A copy of each report pursuant to Section 7.03(a) shall, at the time
of its transmission to Holders, be filed by the Trustee with each stock
exchange upon which any Securities are listed, with the Commission and with the
Company. The Company will notify the Trustee when any Securities are listed on
any stock exchange.



     Section 7.04. Reports by Company.



     The Company shall 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) which the Company may be required to file with the
Commission pursuant to Section 13 or Section 15(d) of the Securities Exchange
Act of 1934, as amended, and shall otherwise comply with Section 314(a) of the
Trust Indenture Act.



     Delivery of such reports, information and documents to the Trustee is for
informational purposes only and the Trustee’s receipt of such shall not
constitute constructive notice of any information contained therein or
determinable from information contained therein, including the Company’s
compliance with any of its covenants hereunder (as to which the Trustee is
entitled to rely exclusively on Officers’ Certificates).



ARTICLE EIGHT




CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE




     Section 8.01. Company May Consolidate, Etc., Only on Certain Terms.



     The Company shall not consolidate with or merge into any other Person or
convey, transfer or lease its properties and assets substantially as an
entirety to any Person, unless:




	(1)	 	either (a) the Company shall be the continuing corporation or
(b) the Person (if other than the Company) formed by such
consolidation or into which the Company is merged, or the Person
which acquires, by sale, lease, conveyance, transfer or other
disposition, all or substantially all of the assets of the Company,
shall be organized and validly existing under the laws of the United
States of America, any political subdivision thereof or any state
thereof or the District of Columbia, and shall expressly assume, by
a supplemental indenture, the due and punctual payment of the
principal of (and premium, if any,) and interest on or any
Additional Amounts with respect to the Securities and the
performance of the Company’s covenants and obligations under this
Indenture and the Securities.
	 
	(2)	 	immediately after giving effect to such transaction, and
treating any Debt that becomes an obligation of the Company or a
Subsidiary of the Company as a result of such transaction as having
been incurred by the Company or such Subsidiary at the time of such
transaction, no Default or Event of Default, shall have happened and
be continuing; and
	 
	(3)	 	the Company has delivered to the Trustee an Officers’
Certificate and an Opinion of Counsel, each stating that such
consolidation, merger, conveyance, transfer or lease and, if a
supplemental indenture is required in connection with such
transaction, such supplemental indenture comply




36









 






	 	 	with this Article
Eight and that all conditions precedent herein provided for relating
to such transaction have been complied with.





     Section 8.02. Successor Person Substituted.



     Upon any consolidation by the Company with or merger by the Company into
any other Person or any conveyance, transfer or lease of the properties and
assets of the Company substantially as an entirety in accordance with Section
8.01, the successor Person formed by such consolidation or into which the
Company is merged or to which such conveyance, transfer or lease is made shall
succeed to, and be substituted for, and may exercise every right and power of,
the Company under this Indenture with the same effect as if such successor
Person had been named as the Company herein, and thereafter, except in the case
of such lease, the predecessor Person shall be relieved of all obligations and
covenants under this Indenture and the Securities.



ARTICLE NINE




SUPPLEMENTAL INDENTURES




     Section 9.01. Supplemental Indentures Without Consent of Holders.



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




	(1)	 	to evidence the succession of another Person to the Company
(or any guarantor of all or any series of Securities) and the
assumption by any such successor of the covenants of the Company (or
any such guarantor) herein and in the Securities; or
	 
	(2)	 	to add to the covenants of the Company for the benefit of the
Holders of all or any series of Securities (and if such covenants
are to be for the benefit of less than all series of Securities,
stating that such covenants are expressly being included solely for
the benefit of such series), to convey, transfer, assign, mortgage
or pledge any property to or with the Trustee or otherwise secure
any series of the Securities, or to surrender any right or power
herein conferred upon the Company; or
	 
	(3)	 	to add any additional Events of Default with respect to all
or any series of the Securities (and, if such Event of Default is
applicable to less than all series of Securities, specifying the
series to which such Event of Default is applicable); or
	 
	(4)	 	to change or eliminate any of the provisions of this
Indenture, provided that any such change or elimination shall become
effective only when there is no Security Outstanding of any series
created prior to the execution of such supplemental indenture which
is adversely affected by such change in or elimination of such
provision; or
	 
	(5)	 	to provide for one or more guarantees of all or any series of
Securities; or
	 
	(6)	 	to supplement any of the provisions of this Indenture to such
extent as shall be necessary to permit or facilitate the defeasance
and discharge of any series of Securities pursuant to Section 4.01;
provided, however, that any such action shall not adversely affect
the interest of the Holders of Securities of such series or any
other series of Securities in any material respect; or
	 
	(7)	 	to establish the form or terms of Securities of any series as
permitted by Sections 2.01 and 3.01; 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




37









 






	 	 	Indenture as shall be necessary to provide for or facilitate
the administration of the trusts hereunder by more than one Trustee,
pursuant to the requirements of Section 6.11(b); or
	 
	(9)	 	to comply with the requirements of the Commission in order to
effect or maintain the qualification of this Indenture under the
Trust Indenture Act; or
	 
	(10)	 	to cure any ambiguity, to correct or supplement any provision
herein which may be defective or inconsistent with any other
provision herein, or to make any other provisions with respect to
matters or questions arising under this Indenture, provided such
other provisions as may be made shall not adversely affect the
interests of the Holders of Securities of any series in any material
respect.





     Section 9.02. Supplemental Indentures With Consent of Holders.



     With the consent of the Holders of a majority in principal amount of the
Outstanding Securities of all series affected by such supplemental indenture
(acting as one class), by Act of said Holders delivered to the Company and the
Trustee, the Company, when authorized by a Board Resolution, and the Trustee
may enter into an indenture or indentures supplemental hereto for the purpose
of adding any provisions to or changing in any manner or eliminating any of the
provisions of this Indenture or of modifying in any manner the rights of the
Holders of Securities of such series under this Indenture; provided, however,
that no such supplemental indenture shall, without the consent of all Holders
of Outstanding Securities whose rights are affected thereby,




	(1)	 	change the Stated Maturity of the principal of, or any
installment of principal of or interest on, any Security, or reduce
the principal amount thereof or the rate of interest thereon, any
Additional Amounts with respect thereto or any premium payable upon
the redemption thereof, or change any obligation of the Company to
pay Additional Amounts (except as contemplated by clause (1) of
Section 8.01 and permitted by clause (1) of Section 9.01), or reduce
the amount of the principal of an Original Issue Discount Security
that would be due and payable upon a declaration of acceleration of
the Maturity thereof pursuant to Section 5.02, or change any Place
of Payment where, or the coin or currency or currencies (including
composite currencies) in which, any Security or any premium or any
interest thereon or Additional Amounts with respect thereto is
payable, or impair the right to institute suit for the enforcement
of any such payment on or after the Stated Maturity thereof (or, in
the case of redemption, on or after the Redemption Date),
	 
	(2)	 	reduce the percentage in principal amount of Outstanding
Securities, the consent of whose Holders is required for any such
supplemental indenture, or the consent of whose Holders is required
for any waiver (of compliance with certain provisions of this
Indenture or certain defaults hereunder and their consequences)
provided for in this Indenture, or
	 
	(3)	 	modify any of the provisions of this Section 9.02, Section
5.13 or Section 10.06, except to increase any such percentage or to
provide with respect to any particular series the right to condition
the effectiveness of any supplemental indenture as to that series on
the consent of the Holders of a specified percentage of the
aggregate principal amount of Outstanding Securities of such series
(which provision may be made pursuant to Section 3.01 without the
consent of any Holder) 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 (3) shall not be deemed to
require the consent of any Holder with respect to changes in the
references to “the Trustee” and concomitant changes in this Section
9.02 and Section 10.06, or the deletion of this proviso, in
accordance with the requirements of Section 6.11(b) and clause (7)
of Section 9.01.




A supplemental indenture that 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 that modifies the
rights of the Holders of Securities of such series with respect to such
covenant or other provision, shall be deemed not to affect the rights under
this Indenture of the Holders of Securities of any other series.




38









 








     It shall not be necessary for any Act of Holders under this Section 9.02
to approve the particular form of any proposed supplemental indenture, but it
shall be sufficient if such Act shall approve the substance thereof.



     Section 9.03. Execution of Supplemental Indentures.



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



     Section 9.04. Effect of Supplemental Indentures.



     Upon the execution of any supplemental indenture under this Article Nine,
this Indenture shall be modified in accordance therewith, and such supplemental
indenture shall form a part of this Indenture for all purposes; and every
Holder of Securities theretofore or thereafter authenticated and delivered
hereunder shall be bound thereby.



     Section 9.05. Conformity With Trust Indenture Act.



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



     Section 9.06. Reference in Securities to Supplemental Indentures.



     Securities of any series authenticated and delivered after the execution
of any supplemental indenture pursuant to this Article Nine may, and shall if
required by the Trustee, bear a notation in form approved by the Trustee as to
any matter provided for in such supplemental indenture. If the Company shall
so determine, new Securities of any series so modified as to conform, in the
opinion of the Trustee and the Company, to any such supplemental indenture may
be prepared and executed by the Company and authenticated and delivered by the
Trustee in exchange for Outstanding Securities of such series.



ARTICLE TEN




COVENANTS




     Section 10.01. Payment of Principal, Premium and Interest.



     The Company covenants and agrees for the benefit of the Holders of each
series of Securities that it will duly and punctually pay the principal of,
premium (if any) and interest on and any Additional Amounts with respect to the
Securities of that series in accordance with the terms of the Securities and
this Indenture.



     Section 10.02. Maintenance of Office or Agency.



     The Company will maintain in the Borough of Manhattan, City of New York,
an office or agency (which may be an office of the Trustee, the Registrar or
the Paying Agent) where Securities may be presented or surrendered for payment,
where Securities may be surrendered for registration of transfer or exchange
and where notices and demands to or upon the Company in respect of Securities
and this Indenture may be served. Unless otherwise designated by the Company
by written notice to the Trustee, such office or agency shall be the office of
the agent of the Trustee in the City of New York which, on the date hereof, is
located at                                                          , Attention:
                   . The Company will give prompt written notice to the Trustee
of the location, and any change in the location, of such office or agency. If
at any time the Company shall fail to maintain any such required office or
agency or shall fail to furnish the Trustee with the address thereof, such
presentations, surrenders, notices and demands may be made or served at the
[Corporate Trust



39









 




Office] of the Trustee and the Company hereby appoints the
Trustee its agent to receive all presentations, surrenders, notices and
demands.




     The Company may also from time to time designate one or more other offices
or agencies (in or outside the City of New York) 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, City of New York, 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 10.03. Money for Securities Payments to be Held in Trust.



     If the Company, any Subsidiary or any of their respective Affiliates shall
at any time act as Paying Agent with respect to any series of Securities, such
Paying Agent will, on or before each due date of the principal of, premium (if
any) or interest on or any Additional Amounts with respect to any of the
Securities of that series, segregate and hold in trust for the benefit of the
Persons entitled thereto a sum sufficient to pay the principal, premium (if
any) or interest or any Additional Amounts so becoming due until such sums
shall be paid to such Persons or otherwise disposed of as herein provided and
will promptly notify the Trustee of its action or failure so to act.



     Whenever the Company shall have one or more Paying Agents for any series
of Securities, the Company will, on or before each due date of the principal
of, premium (if any) or interest on any Securities of that series, deposit with
a Paying Agent a sum sufficient to pay the principal of, 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
its action or failure so to act.



     The Company will cause each Paying Agent for any series of Securities
other than the Trustee to execute and deliver to the Trustee an instrument in
which such Paying Agent shall agree with the Trustee, subject to the provisions
of this Section 10.03, that such Paying Agent will:




	(1)	 	hold all sums held by it for the payment of the principal of,
premium (if any) or interest on or any Additional Amounts with
respect to Securities of that series in trust for the benefit of the
Persons entitled thereto until such sums shall be paid to such
Persons or otherwise disposed of as herein provided;
	 
	(2)	 	give the Trustee notice of any default by the Company (or any
other obligor upon the Securities of that series) in the making of
any payment of principal of, premium (if any) or interest on or any
Additional Amounts with respect to the Securities of that series;
and
	 
	(3)	 	at any time during the continuance of any such default, upon
the written request of the Trustee, forthwith pay to the Trustee all
sums so held in trust by such Paying Agent.





     The Company may at any time, for the purpose of obtaining the satisfaction
and discharge of this Indenture or for any other purpose, pay, or by Company
Order direct any Paying Agent to pay, to the Trustee all sums held in trust by
the Company or such Paying Agent, such sums to be held by the Trustee upon the
same trusts as those upon which 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.



     Any money deposited with the Trustee or any Paying Agent, or then held by
the Company, in trust for the payment of the principal of, premium (if any) or
interest on or any Additional Amounts with respect to any Security of any
series and remaining unclaimed for three years after such principal of, premium
(if any) or interest on or any Additional Amounts with respect to any
Securities have become due and payable shall, unless otherwise required by
mandatory provisions of applicable escheat, or abandoned or unclaimed property
law, be paid to the Company on Company Request, or (if then held by the
Company) shall be discharged from such trust; and the Holder of such Security
shall thereafter, as an unsecured general creditor, look only to the Company
for payment thereof, and all




40










 





liability of the Trustee or such Paying Agent with
respect to such trust money, and all liability of the Company as trustee
thereof, shall thereupon cease; provided, however, that the Trustee or such
Paying Agent, before being required to make any such repayment, may at the
expense of the Company cause to be published once, in an Authorized Newspaper
in The Borough of Manhattan, The City of New York and in such other Authorized
Newspapers as the Trustee shall deem appropriate, notice that such money
remains unclaimed and that, after a date specified herein, which shall not be
less than 30 days from the date of such publication, any unclaimed balance of
such money then remaining will, unless otherwise required by mandatory
provisions of applicable escheat, or abandoned or unclaimed property law, be
repaid to the Company.




     Section 10.04. Existence.



     Subject to Article Eight, the Company will do or cause to be done all
things necessary to preserve and keep in full force and effect its corporate
existence.



     Section 10.05. 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 ending after the date hereof so long as any
Security is outstanding hereunder, an Officers’ Certificate, complying with
Section 314(a)(4) of the Trust Indenture Act and stating that a review of the
activities of the Company during such year and of performance under this
Indenture has been made under the supervision of the signers thereof and
whether or not to the best of their knowledge, based upon such review, the
Company is in default in the performance, observance or fulfillment of any of
its covenants and other obligations under this Indenture, and if the Company
shall be in default, specifying each such default known to them and the nature
and status thereof. One of the officers signing the Officers’ Certificate
delivered pursuant to this Section 10.05 shall be the principal executive,
financial or accounting officer of the Company.



     For purposes of this Section 10.05, such compliance shall be determined
without regard to any period of grace or requirement of notice provided under
this Indenture.



     Section 10.06. All Securities to be Equally and Ratably Secured.



     The Company will not itself, nor will the Company permit any Restricted
Subsidiary to, secure Securities of any one or more series with any Mortgage,
without effectively providing that the Securities of every other series shall
be secured equally and ratably by such Mortgage.



     Section 10.07. Waiver of Certain Covenants.



     The Company may omit in any particular instance to comply with any
covenant or condition set forth in Sections 10.01 through 10.05, inclusive, or
any covenant added for the benefit of any series of Securities as contemplated
by Section 3.01 (unless otherwise specified pursuant to Section 3.01) if before
or after the time for such compliance the Holders of a majority in principal
amount of the Outstanding Securities of all series entitled to the benefit of
such covenant or condition (acting as one class) shall, by Act of such Holders,
either waive such compliance in such instance or generally waive compliance
with such covenant or condition, but no such waiver shall extend to or affect
such covenant or condition except to the extent so expressly waived, and, until
such waiver shall become effective, the obligations of the Company and the
duties of the Trustee in respect of any such covenant or condition shall remain
in full force and effect.



     Section 10.08. Additional Amounts.



     If the Securities of a series expressly provide for the payment of
Additional Amounts, the Company will pay to the Holder of any Security of such
series Additional Amounts as expressly provided therein. Whenever in this
Indenture there is mentioned, in any context, the payment of the principal of,
or premium (if any) or interest on any Security of any series or the net
proceeds received from the sale or exchange of any Security of any series, such
mention shall be deemed to include mention of the payment of Additional Amounts
provided for in this Section 10.08 to the extent that, in such context,
Additional Amounts are, were or would be payable in respect thereof



41









 





pursuant to
the provisions of this Section 10.08 and express mention of the payment of
Additional Amounts (if applicable) in any provisions hereof shall not be construed as excluding
Additional Amounts in those provisions hereof where such express mention is not
made.




     If the Securities of a series provide for the payment of Additional
Amounts, at least 10 days prior to the first Interest Payment Date with respect
to that series of Securities (or if the Securities of that series will not bear
interest prior to Maturity, the first day on which a payment of principal and
any premium is made), and at least 10 days prior to each date of payment of
principal and any premium or interest if there has been any change with respect
to the matters set forth in the below-mentioned Officers’ Certificate, the
Company shall furnish the Trustee and the Company’s principal Paying Agent or
Paying Agents, if other than the Trustee, with an Officers’ Certificate
instructing the Trustee and such Paying Agent or Paying Agents whether such
payment of principal of and any premium or interest on the Securities of that
series shall be made to Holders of Securities of that series who are United
States Aliens without withholding for or on account of any tax, assessment or
other governmental charge described in the Securities of that series. If any
such withholding shall be required, then such Officers’ Certificate shall
specify by country the amount, if any, required to be withheld on such payments
to such Holders of Securities and the Company will pay to such Paying Agent the
Additional Amounts required by this Section 10.07. The Company covenants to
indemnify the Trustee and any Paying Agent for, and to hold them harmless
against any loss, liability or expense reasonably incurred without negligence
or bad faith on their part arising out of or in connection with actions taken
or omitted by any of them in reliance on any Officers’ Certificate furnished
pursuant to this Section 10.07.



ARTICLE ELEVEN




REDEMPTION OF SECURITIES




     Section 11.01. Applicability of Article.



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



     Section 11.02. Election to Redeem; Notice to Trustee.



     Unless otherwise provided with respect to the Securities of a series as
contemplated by Section 3.01, the election of the Company to redeem any
Securities shall be evidenced by a Board Resolution. In case of any redemption
at the election of the Company of less than all the Securities of any series,
the Company shall, a reasonable period prior to the Redemption Date fixed by
the Company (unless a shorter notice shall be satisfactory to the Trustee),
notify the Trustee of such Redemption Date and of the principal amount of
Securities of such series to be redeemed. In the case of any redemption of
Securities 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 such restriction.



     Section 11.03. Selection by Trustee of Securities to be Redeemed.



     If less than all the Securities of any series are to be redeemed, the
particular Securities to be redeemed shall be selected not more than 60 days
prior to the Redemption Date by the Trustee, from the Outstanding Securities of
such series not previously called for redemption, by such method as the Trustee
shall deem fair and appropriate and that may provide for the selection for
redemption of portions (equal to the minimum authorized denomination for
Securities of that series or any integral multiple thereof) of the principal
amount of Securities of such series of a denomination larger than the minimum
authorized denomination for Securities of that series or of the principal
amount of global Securities of such series.



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



42









 





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



     Section 11.04. Notice of Redemption.



     Notice of redemption shall be given in the manner provided in Section 1.07
to each Holder of Securities to be redeemed not less than 30 nor more than 60
days prior to the Redemption Date.



     All notices of redemption shall state:




	 	(1)	 	the Redemption Date,
	 
	 	(2)	 	the Redemption Price,
	 
	 	(3)	 	if less than all the Outstanding Securities of any series are
to be redeemed, the identification (and, in the case of partial
redemption, the principal amounts) of the particular Securities to
be redeemed,
	 
	 	(4)	 	that on the Redemption Date the Redemption Price will become
due and payable upon each such Security to be redeemed and, if
applicable, that interest thereon will cease to accrue on and after
said date,
	 
	 	(5)	 	the place or places where such Securities are to be
surrendered for payment of the Redemption Price,
	 
	 	(6)	 	that the redemption is for a sinking fund, if such is the
case, and
	 
	 	(7)	 	the “CUSIP” number, if applicable.





     A notice of redemption as contemplated by Section 1.07 need not identify
particular Securities to be redeemed. Notice of redemption of Securities to be
redeemed at the election of the Company shall be given by the Company or, at
the Company’s request, by the Trustee in the name and at the expense of the
Company.



     Section 11.05. Deposit of Redemption Price.



     On or before 10:00 a.m., New York City time, on any Redemption Date, the
Company shall deposit with the Trustee or with a Paying Agent (or, if the
Company is acting as its own Paying Agent, segregate and hold in trust as
provided in Section 10.03) an amount of money sufficient to pay the Redemption
Price of, and (except if the Redemption Date shall be an Interest Payment Date)
accrued interest on, and any Additional Amounts with respect to, all the
Securities which are to be redeemed on that date.



     Section 11.06. Securities Payable on Redemption Date.



     Notice of redemption having been given as aforesaid, the Securities so to
be redeemed shall, on the Redemption Date, become due and payable at the
Redemption Price therein specified, and from and after such date (unless the
Company shall default in the payment of the Redemption Price and accrued
interest) such Securities shall cease to bear interest. Upon surrender of any
such Security for redemption in accordance with said notice, such Security
shall be paid by the Company at the Redemption Price, together with accrued
interest (and any Additional Amounts) to the Redemption Date; provided,
however, that installments of interest whose Stated Maturity is on or
prior to the Redemption Date shall be payable to the Holders of such
Securities, or one or more Predecessor Securities, registered as such at the
close of business on the relevant Record Dates according to their terms and the
provisions of Section 3.07.



43









 





     If any Security called for redemption shall not be so paid upon surrender
thereof for redemption, the principal of and premium (if any) shall, until
paid, bear interest from the Redemption Date at the rate prescribed therefor in
the Security or, in the case of Original Issue Discount Securities, the
Securities’ Yield to Maturity.



     Section 11.07. Securities Redeemed in Part.



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



     Unless otherwise specified as contemplated by Section 3.01, the Company
and any Affiliate of the Company may at any time purchase or otherwise acquire
Securities in the open market or by private agreement. Such acquisition shall
not operate as or be deemed for any purpose to be a redemption of the
indebtedness represented by such Securities. Any Securities purchased or
acquired by the Company may be delivered to the Trustee and, upon such
delivery, the indebtedness represented thereby shall be deemed to be satisfied.
Section 3.09 shall apply to all Securities so delivered.



ARTICLE TWELVE




SINKING FUNDS




     Section 12.01. Applicability of Article.



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



     The minimum amount of any sinking fund payment provided for by the terms
of Securities of any series is herein referred to as a “mandatory sinking fund
payment,” and any payment in excess of such minimum amount provided for by the
terms of Securities of any series is herein referred to as an “optional sinking
fund payment”. Unless otherwise provided 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 12.02. Each sinking fund payment shall be applied to
the redemption of Securities of any series as provided for by the terms of
Securities of such series.



     Section 12.02. Satisfaction of Sinking Fund Payments with Securities.



     The Company (1) may deliver Outstanding Securities of a series (other than
any previously called for redemption) and (2) may apply as a credit Securities
of a series which have been redeemed either at the election of the Company
pursuant to the terms of such Securities or through the application of
permitted optional sinking fund payments pursuant to the terms of such
Securities, 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 payment shall be
reduced accordingly.



     Section 12.03. Redemption of Securities for Sinking Fund.



     Not less than 45 days prior (unless a shorter period shall be satisfactory
to the Trustee) 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 that series, the portion thereof, if any, which is to be satisfied by
payment of cash and the portion thereof, if any, which is to be satisfied by



44









 





delivery of or by crediting Securities of that series pursuant to Section 12.02
and will also 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 11.03 and cause notice of the redemption thereof to
be given in the name of and at the expense of the Company in the manner
provided in Section 11.04. Such notice having been duly given, the redemption
of such Securities shall be made upon the terms and in the manner stated in
Sections 11.06 and 11.07.




ARTICLE THIRTEEN




MEETINGS OF HOLDERS OF SECURITIES




     Section 13.01. Purposes for Which Meetings May Be Called.



     A meeting of Holders of Securities of any or all series may be called at
any time and from time to time pursuant to this Article Thirteen to make, give
or take any request, demand, authorization, direction, notice, consent, waiver
or other action provided by this Indenture to be made, given or taken by
Holders of Securities of such series.



     Section 13.02. Call, Notice and Place of Meetings.



     (a) The Trustee may at any time call a meeting of Holders of Securities of
any series for any purpose specified in Section 13.01, to be held at such time
and at such place in The Borough of Manhattan, The City of New York, or in any
other location as the Trustee shall determine. Notice of every meeting of
Holders of Securities of any series, setting forth the time and the place of
such meeting and in general terms the action proposed to be taken at such
meeting, shall be given, in the manner provided in Section 1.07, not less than
20 nor more than 180 days prior to the date fixed for the meeting.



     (b) In case at any time the Company, pursuant to a Board Resolution, or
the Holders of at least 20% in aggregate principal amount of the Outstanding
Securities of any series, shall have requested the Trustee for any such series
to call a meeting of the Holders of Securities of such series for any purpose
specified in Section 13.01, by written request setting forth in reasonable
detail the action proposed to be taken at the meeting, and the Trustee shall
not have made the first publication of the notice of such meeting within 30
days after receipt of such request or shall not thereafter proceed to cause the
meeting to be held as provided herein, then the Company or the Holders of
Securities of such series in the amount above specified, as the case may be,
may determine the time and the place in Houston, Texas, in The Borough of
Manhattan, The City of New York, or in London, for such meeting and may call
such meeting for such purposes by giving notice thereof as provided in Section
13.02(a).



     Section 13.03. Persons Entitled to Vote at Meetings.



     To be entitled to vote at any meeting of Holders of Securities of any
series, a Person shall be (1) a Holder of one or more Outstanding Securities of
such series, or (2) a Person appointed by an instrument in writing as proxy for
a Holder or Holders of one or more Outstanding Securities of such series by
such Holder or Holders. The only Persons who shall be entitled to be present
or to speak at any meeting of Holders of Securities of any series shall be the
Persons entitled to vote at such meeting and their counsel, any representatives
of the Trustee and its counsel and any representatives of the Company and its
counsel.



     Section 13.04. Quorum; Action.



     The Persons entitled to vote a majority in aggregate principal amount of
the Outstanding Securities of a series shall constitute a quorum for a meeting
of Holders of Securities of such series. In the absence of a quorum within 30
minutes of the time appointed for any such meeting, the meeting shall, if
convened at the request of Holders of Securities of such series, be dissolved.
In any other case, the meeting may be adjourned for a period of not less than
10 days as determined by the chairman of the meeting prior to the adjournment
of such meeting. In the absence of a quorum at any such adjourned meeting,
such adjourned meeting may be further adjourned for a period of not less than
10 days as determined by the chairman of the meeting prior to the adjournment
of such adjourned meeting. Subject to Section 13.05(d), notice of the
reconvening of any adjourned meeting shall be given as provided



45









 





in Section 13.02(a), except that such notice need be given only once not less than five
days prior to the date on which the meeting is scheduled to be reconvened.
Notice of the reconvening of an adjourned meeting shall state expressly that
Persons entitled to vote a majority in principal amount of the Outstanding
Securities of such series shall constitute a quorum.




     Except as limited by the proviso to Section 9.02, any resolution presented
to a meeting or adjourned meeting duly reconvened at which a quorum is present
as aforesaid may be adopted by the affirmative vote of the Holders of a
majority in aggregate principal amount of the Outstanding Securities of that
series; provided, however, that, except as limited by the proviso to Section
9.02, any resolution with respect to any request, demand, authorization,
direction, notice, consent or waiver which this Indenture expressly provides
may be made, given or taken by the Holders of a specified percentage that is
less than a majority in aggregate principal amount of the Outstanding
Securities of a series may be adopted at a meeting or an adjourned meeting duly
reconvened and at which a quorum is present as aforesaid by the affirmative
vote of the Holders of such specified percentage in aggregate principal amount
of the Outstanding Securities of that series.



     Except as limited by the proviso to Section 9.02, any resolution passed or
decision taken at any meeting of Holders of Securities of any series duly held
in accordance with this Section 13.04 shall be binding on all the Holders of
Securities of such series, whether or not present or represented at the
meeting.



     Section 13.05. Determination of Voting Rights; Conduct and Adjournment of
Meetings.



     (a) The holding of Securities shall be proved in the manner specified in
Section 1.05 and the appointment of any proxy shall be proved in the manner
specified in Section 1.05. Such regulations may provide that written
instruments appointing proxies, regular on their face, may be presumed valid
and genuine without the proof specified in Section 1.05 or other proof.



     (b) The Trustee shall, by an instrument in writing, appoint a temporary
chairman of the meeting, unless the meeting shall have been called by the
Company or by Holders of Securities as provided in Section 13.02(b), in which
case the Company or the Holders of Securities of the series calling the
meeting, as the case may be, shall appoint a temporary chairman. A permanent
chairman and a permanent secretary of the meeting shall be elected by vote of
the Persons entitled to vote a majority in aggregate principal amount of the
Outstanding Securities of such series represented at the meeting.



     (c) At any meeting each Holder of a Security of such series and each proxy
shall be entitled to one vote for each $1,000 principal amount of the
Outstanding Securities of such series held or represented by him; provided,
however, that no vote shall be cast or counted at any meeting in respect of any
Security challenged as not Outstanding and ruled by the chairman of the meeting
to be not Outstanding. The chairman of the meeting shall have no right to
vote, except as a Holder of a Security of such series or as a proxy.



     (d) Any meeting of Holders of Securities of any series duly called
pursuant to Section 13.02 at which a quorum is present may be adjourned from
time to time by Persons entitled to vote a majority in aggregate principal
amount of the Outstanding Securities of such series represented at the meeting;
and the meeting may be held as so adjourned without further notice.



     Section 13.06. Counting Votes and Recording Action of Meetings.



     The vote upon any resolution submitted to any meeting of Holders of
Securities of any series shall be by written ballots on which shall be
subscribed the signatures of the Holders of Securities of such series or of
their representatives by proxy and the principal amounts and serial numbers of
the Outstanding Securities of such series held or represented by them. The
permanent chairman of the meeting shall appoint two inspectors of votes who
shall count all votes cast at the meeting for or against any resolution and who
shall make and file with the secretary of the meeting their verified written
reports in duplicate of all votes cast at the meeting. A record, at least in
duplicate, of the proceedings of each meeting of Holders of Securities of any
series shall be prepared by the secretary of the meeting and there shall be
attached to such record the original reports of the inspectors of votes on any
vote by ballot taken thereat and affidavits by one or more persons having
knowledge of the facts setting forth a



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copy of the notice of the meeting and
showing that such notice was given as provided in Section 13.02 and, if
applicable, Section 13.04. Each copy shall be signed and verified by the
affidavits of the permanent chairman and secretary of the meeting and one such
copy shall be delivered to the Company, and another to the Trustee to be
preserved by the Trustee, the latter to have attached thereto the ballots voted
at the meeting. Any record so signed and verified shall be conclusive evidence
of the matters therein stated.




* * *




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



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



	 	 	 	 	 	 	 	 	 
	 	 	BRIGHAM EXPLORATION COMPANY
	 
	 	 	 	 	 	 	 	 
	[CORPORATE SEAL]

	 	By	 	 	 	 	 	 
	

	 	 	 	
 	 	 
	

	 	 	 	Name:	 	 	 	 
	

	 	 	 	 	 	
 	 	 
	

	 	 	 	Title:	 	 	 	 
	

	 	 	 	 	 	
 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	
 	 	 
	 
	 	 	 	 	 	 	 	 
	[CORPORATE SEAL]

	 	By	 	 	 	 	 	 
	

	 	 	 	
 	 	 
	

	 	 	 	Name:	 	 	 	 
	

	 	 	 	 	 	
 	 	 
	

	 	 	 	Title:	 	 	 	 
	

	 	 	 	 	 	
 	 	 








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