Exhibit
4.2




 





DIGIMARC CORPORATION,
Issuer


to


                                                    ,
Trustee






INDENTURE


Dated as of                           ,
200    






Debt Securities




 














Reconciliation and tie
between Indenture, dated as of                     ,
200    , and the Trust Indenture Act of 1939, as amended.


	
  Trust Indenture Act

  	
   

  	
  Indenture

  
	
  of 1939
  Section

  	
   

  	
  Section

  
	
   

  	
   

  	
   

  
	
  310(a)(1)

  	
   

  	
  6.12

  
	
  (a)(2)

  	
   

  	
  6.12

  
	
  (a)(3)

  	
   

  	
  TIA

  
	
  (a)(4)

  	
   

  	
  Not applicable

  
	
  (a)(5)

  	
   

  	
  TIA

  
	
  (b)

  	
   

  	
  6.10; 6.12; TIA

  
	
   

  	
   

  	
   

  
	
  311(a)

  	
   

  	
  TIA

  
	
  (b)

  	
   

  	
  TIA

  
	
   

  	
   

  	
   

  
	
  312(a)

  	
   

  	
  6.8

  
	
  (b)

  	
   

  	
  TIA

  
	
  (c)

  	
   

  	
  TIA

  
	
   

  	
   

  	
   

  
	
  313(a)

  	
   

  	
  6.7; TIA

  
	
  (b)

  	
   

  	
  TIA

  
	
  (c)

  	
   

  	
  TIA

  
	
  (d)

  	
   

  	
  TIA

  
	
   

  	
   

  	
   

  
	
  314(a)

  	
   

  	
  9.5; 9.6; TIA

  
	
  (b)

  	
   

  	
  Not applicable

  
	
  (c)(1)

  	
   

  	
  1.2

  
	
  (c)(2)

  	
   

  	
  1.2

  
	
  (c)(3)

  	
   

  	
  Not applicable

  
	
  (d)

  	
   

  	
  Not applicable

  
	
  (e)

  	
   

  	
  TIA

  
	
  (f)

  	
   

  	
  TIA

  
	
   

  	
   

  	
   

  
	
  315(a)

  	
   

  	
  TIA

  
	
  (b)

  	
   

  	
  6.6

  
	
  (c)

  	
   

  	
  TIA

  
	
  (d)(1)

  	
   

  	
  TIA

  
	
  (d)(2)

  	
   

  	
  TIA

  
	
  (d)(3)

  	
   

  	
  TIA

  
	
  (e)

  	
   

  	
  TIA

  
	
   

  	
   

  	
   

  
	
  316(a)(last
  sentence)

  	
   

  	
  1.1

  
	
  (a)(1)(A)

  	
   

  	
  5.2; 5.8

  
	
  (a)(1)(B)

  	
   

  	
  5.7

  
	
  (b)

  	
   

  	
  5.9; 5.10

  
	
  (c)

  	
   

  	
  TIA

  



 











 


	
  317(a)(1)

  	
   

  	
  5.3

  
	
  (a)(2)

  	
   

  	
  5.4

  
	
  (b)

  	
   

  	
  9.3

  
	
   

  	
   

  	
   

  
	
  318(a)

  	
   

  	
  1.11

  
	
  (b)

  	
   

  	
  TIA

  
	
  (c)

  	
   

  	
  1.11; TIA

  



 






This
reconciliation and tie section does not constitute part of the Indenture.
















CONTENTS


	
  ARTICLE 1 Definitions and Other Provisions of
  General Application

  	
   

  	
  1

  
	
   

  	
   

  	
   

  
	
  Section 1.1

  	
  Definitions

  	
   

  	
  1

  
	
   

  	
   

  	
   

  	
   

  
	
  Section 1.2

  	
  Compliance Certificates and Opinions

  	
   

  	
  11

  
	
   

  	
   

  	
   

  	
   

  
	
  Section 1.3

  	
  Form of Document Delivered to Trustee

  	
   

  	
  12

  
	
   

  	
   

  	
   

  	
   

  
	
  Section 1.4

  	
  Acts of Holders

  	
   

  	
  12

  
	
   

  	
   

  	
   

  	
   

  
	
  Section 1.5

  	
  Notices, etc., to Trustee and Company

  	
   

  	
  13

  
	
   

  	
   

  	
   

  	
   

  
	
  Section 1.6

  	
  Notice to Holders; Waiver

  	
   

  	
  14

  
	
   

  	
   

  	
   

  	
   

  
	
  Section 1.7

  	
  Headings and Table of Contents

  	
   

  	
  14

  
	
   

  	
   

  	
   

  	
   

  
	
  Section 1.8

  	
  Successors and Assigns

  	
   

  	
  14

  
	
   

  	
   

  	
   

  	
   

  
	
  Section 1.9

  	
  Separability

  	
   

  	
  15

  
	
   

  	
   

  	
   

  	
   

  
	
  Section 1.10

  	
  Benefits of Indenture

  	
   

  	
  15

  
	
   

  	
   

  	
   

  	
   

  
	
  Section 1.11

  	
  Governing Law

  	
   

  	
  15

  
	
   

  	
   

  	
   

  	
   

  
	
  Section 1.12

  	
  Legal Holidays

  	
   

  	
  15

  
	
   

  	
   

  	
   

  	
   

  
	
  Section 1.13

  	
  No Recourse Against Others

  	
   

  	
  15

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE 2    Security Forms

  	
   

  	
  16

  
	
   

  	
   

  	
   

  
	
  Section 2.1

  	
  Forms Generally

  	
   

  	
  16

  
	
   

  	
   

  	
   

  	
   

  
	
  Section 2.2

  	
  Form of Trustee’s Certificate of Authentication

  	
   

  	
  16

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE 3    The Securities

  	
   

  	
  17

  
	
   

  	
   

  	
   

  
	
  Section 3.1

  	
  Amount Unlimited; Issuable in Series

  	
   

  	
  17

  
	
   

  	
   

  	
   

  	
   

  
	
  Section 3.2

  	
  Denominations

  	
   

  	
  19

  
	
   

  	
   

  	
   

  	
   

  
	
  Section 3.3

  	
  Execution, Authentication, Delivery and Dating

  	
   

  	
  19

  
	
   

  	
   

  	
   

  	
   

  
	
  Section 3.4

  	
  Temporary Securities

  	
   

  	
  22

  
	
   

  	
   

  	
   

  	
   

  
	
  Section 3.5

  	
  Registration, Registration of Transfer and Exchange

  	
   

  	
  22

  



 



 i
 









 


	
  Section 3.6

  	
  Replacement Securities

  	
   

  	
  23

  
	
   

  	
   

  	
   

  	
   

  
	
  Section 3.7

  	
  Payment of Interest; Interest Rights Preserved

  	
   

  	
  24

  
	
   

  	
   

  	
   

  	
   

  
	
  Section 3.8

  	
  Persons Deemed Owners

  	
   

  	
  25

  
	
   

  	
   

  	
   

  	
   

  
	
  Section 3.9

  	
  Cancellation

  	
   

  	
  26

  
	
   

  	
   

  	
   

  	
   

  
	
  Section 3.10

  	
  Computation of Interest

  	
   

  	
  26

  
	
   

  	
   

  	
   

  	
   

  
	
  Section 3.11

  	
  CUSIP Numbers

  	
   

  	
  26

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE 4    Satisfaction,
  Discharge and Defeasance

  	
   

  	
  26

  
	
   

  	
   

  	
   

  
	
  Section 4.1

  	
  Termination of Company’s Obligations Under the
  Indenture

  	
   

  	
  26

  
	
   

  	
   

  	
   

  	
   

  
	
  Section 4.2

  	
  Application of Trust Funds

  	
   

  	
  28

  
	
   

  	
   

  	
   

  	
   

  
	
  Section 4.3

  	
  Applicability of Defeasance Provisions; Company’s
  Option to Effect Defeasance or Covenant Defeasance

  	
   

  	
  28

  
	
   

  	
   

  	
   

  	
   

  
	
  Section 4.4

  	
  Defeasance and Discharge

  	
   

  	
  28

  
	
   

  	
   

  	
   

  	
   

  
	
  Section 4.5

  	
  Covenant Defeasance

  	
   

  	
  29

  
	
   

  	
   

  	
   

  	
   

  
	
  Section 4.6

  	
  Conditions to Defeasance or Covenant Defeasance

  	
   

  	
  29

  
	
   

  	
   

  	
   

  	
   

  
	
  Section 4.7

  	
  Deposited Money and Government Obligations to Be
  Held in Trust

  	
   

  	
  31

  
	
   

  	
   

  	
   

  	
   

  
	
  Section 4.8

  	
  Transfers and Distribution at Company Request

  	
   

  	
  31

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE 5    Defaults and
  Remedies

  	
   

  	
  32

  
	
   

  	
   

  	
   

  
	
  Section 5.1

  	
  Events of Default

  	
   

  	
  32

  
	
   

  	
   

  	
   

  	
   

  
	
  Section 5.2

  	
  Acceleration, Rescission and Annulment

  	
   

  	
  33

  
	
   

  	
   

  	
   

  	
   

  
	
  Section 5.3

  	
  Collection of Indebtedness and Suits for Enforcement
  by Trustee

  	
   

  	
  33

  
	
   

  	
   

  	
   

  	
   

  
	
  Section 5.4

  	
  Trustee May File Proofs of Claim

  	
   

  	
  34

  
	
   

  	
   

  	
   

  	
   

  
	
  Section 5.5

  	
  Trustee May Enforce Claims Without Possession of
  Securities

  	
   

  	
  34

  
	
   

  	
   

  	
   

  	
   

  
	
  Section 5.6

  	
  Delay or Omission Not Waiver

  	
   

  	
  34

  



 



 ii
 









 


	
  Section 5.7

  	
  Waiver of Past Defaults

  	
   

  	
  34

  
	
   

  	
   

  	
   

  	
   

  
	
  Section 5.8

  	
  Control by Majority

  	
   

  	
  34

  
	
   

  	
   

  	
   

  	
   

  
	
  Section 5.9

  	
  Limitation on Suits by Holders

  	
   

  	
  35

  
	
   

  	
   

  	
   

  	
   

  
	
  Section 5.10

  	
  Rights of Holders to Receive Payment

  	
   

  	
  35

  
	
   

  	
   

  	
   

  	
   

  
	
  Section 5.11

  	
  Application of Money Collected

  	
   

  	
  36

  
	
   

  	
   

  	
   

  	
   

  
	
  Section 5.12

  	
  Restoration of Rights and Remedies

  	
   

  	
  36

  
	
   

  	
   

  	
   

  	
   

  
	
  Section 5.13

  	
  Rights and Remedies Cumulative

  	
   

  	
  36

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE 6    The Trustee

  	
   

  	
  36

  
	
   

  	
   

  	
   

  
	
  Section 6.1

  	
  Certain Duties and Responsibilities

  	
   

  	
  36

  
	
   

  	
   

  	
   

  	
   

  
	
  Section 6.2

  	
  Rights of Trustee

  	
   

  	
  38

  
	
   

  	
   

  	
   

  	
   

  
	
  Section 6.3

  	
  Trustee May Hold Securities

  	
   

  	
  39

  
	
   

  	
   

  	
   

  	
   

  
	
  Section 6.4

  	
  Money Held in Trust

  	
   

  	
  39

  
	
   

  	
   

  	
   

  	
   

  
	
  Section 6.5

  	
  Trustee’s Disclaimer

  	
   

  	
  39

  
	
   

  	
   

  	
   

  	
   

  
	
  Section 6.6

  	
  Notice of Defaults

  	
   

  	
  40

  
	
   

  	
   

  	
   

  	
   

  
	
  Section 6.7

  	
  Reports by Trustee to Holders

  	
   

  	
  40

  
	
   

  	
   

  	
   

  	
   

  
	
  Section 6.8

  	
  Securityholder Lists

  	
   

  	
  40

  
	
   

  	
   

  	
   

  	
   

  
	
  Section 6.9

  	
  Compensation and Indemnity

  	
   

  	
  40

  
	
   

  	
   

  	
   

  	
   

  
	
  Section 6.10

  	
  Replacement of Trustee

  	
   

  	
  41

  
	
   

  	
   

  	
   

  	
   

  
	
  Section 6.11

  	
  Acceptance of Appointment by Successor

  	
   

  	
  43

  
	
   

  	
   

  	
   

  	
   

  
	
  Section 6.12

  	
  Eligibility; Disqualification

  	
   

  	
  44

  
	
   

  	
   

  	
   

  	
   

  
	
  Section 6.13

  	
  Merger, Conversion, Consolidation or Succession to
  Business

  	
   

  	
  44

  
	
   

  	
   

  	
   

  	
   

  
	
  Section 6.14

  	
  Appointment of Authenticating Agent

  	
   

  	
  44

  
	
   

  	
   

  	
   

  	
   

  
	
  Section 6.15

  	
  Trustee’s Application for Instructions From the
  Company

  	
   

  	
  46

  



 



 iii
 









 


	
  ARTICLE 7    Consolidation,
  Merger or Sale by the Company

  	
   

  	
  46

  
	
   

  	
   

  	
   

  
	
  Section 7.1

  	
  Consolidation, Merger or Sale of Assets Permitted

  	
   

  	
  46

  
	
   

  	
   

  	
   

  	
   

  
	
  Section 7.2

  	
  No Limitations

  	
   

  	
  47

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE 8    Supplemental
  Indentures

  	
   

  	
  47

  
	
   

  	
   

  	
   

  
	
  Section 8.1

  	
  Supplemental Indentures Without Consent of Holders

  	
   

  	
  47

  
	
   

  	
   

  	
   

  	
   

  
	
  Section 8.2

  	
  With Consent of Holders

  	
   

  	
  48

  
	
   

  	
   

  	
   

  	
   

  
	
  Section 8.3

  	
  Compliance With Trust Indenture Act

  	
   

  	
  49

  
	
   

  	
   

  	
   

  	
   

  
	
  Section 8.4

  	
  Execution of Supplemental Indentures

  	
   

  	
  49

  
	
   

  	
   

  	
   

  	
   

  
	
  Section 8.5

  	
  Effect of Supplemental Indentures

  	
   

  	
  49

  
	
   

  	
   

  	
   

  	
   

  
	
  Section 8.6

  	
  Reference in Securities to Supplemental Indentures

  	
   

  	
  50

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE 9    Covenants

  	
   

  	
  50

  
	
   

  	
   

  	
   

  
	
  Section 9.1

  	
  Payment of Principal, Premium, if Any, and Interest

  	
   

  	
  50

  
	
   

  	
   

  	
   

  	
   

  
	
  Section 9.2

  	
  Maintenance of Office or Agency

  	
   

  	
  50

  
	
   

  	
   

  	
   

  	
   

  
	
  Section 9.3

  	
  Money for Securities to Be Held in Trust; Unclaimed
  Money

  	
   

  	
  51

  
	
   

  	
   

  	
   

  	
   

  
	
  Section 9.4

  	
  Corporate Existence

  	
   

  	
  52

  
	
   

  	
   

  	
   

  	
   

  
	
  Section 9.5

  	
  Reports by the Company

  	
   

  	
  52

  
	
   

  	
   

  	
   

  	
   

  
	
  Section 9.6

  	
  Annual Review Certificate; Notice of Default

  	
   

  	
  53

  
	
   

  	
   

  	
   

  	
   

  
	
  Section 9.7

  	
  Provision of Financial Statements

  	
   

  	
  53

  
	
   

  	
   

  	
   

  	
   

  
	
  Section 9.8

  	
  Limitations on Liens

  	
   

  	
  53

  
	
   

  	
   

  	
   

  	
   

  
	
  Section 9.9

  	
  Limitations on Sales and Leasebacks.

  	
   

  	
  54

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE 10    Redemption

  	
   

  	
  54

  
	
   

  	
   

  	
   

  
	
  Section 10.1

  	
  Applicability of Article

  	
   

  	
  54

  
	
   

  	
   

  	
   

  	
   

  
	
  Section 10.2

  	
  Election to Redeem; Notice to Trustee

  	
   

  	
  54

  
	
   

  	
   

  	
   

  	
   

  
	
  Section 10.3

  	
  Selection of Securities to Be Redeemed

  	
   

  	
  55

  



 



 iv
 









 


	
  Section 10.4

  	
  Notice of Redemption

  	
   

  	
  55

  
	
   

  	
   

  	
   

  	
   

  
	
  Section 10.5

  	
  Deposit of Redemption Price

  	
   

  	
  56

  
	
   

  	
   

  	
   

  	
   

  
	
  Section 10.6

  	
  Securities Payable on Redemption Date

  	
   

  	
  57

  
	
   

  	
   

  	
   

  	
   

  
	
  Section 10.7

  	
  Securities Redeemed in Part

  	
   

  	
  57

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE 11    Sinking Funds

  	
   

  	
  57

  
	
   

  	
   

  	
   

  
	
  Section 11.1

  	
  Applicability of Article

  	
   

  	
  57

  
	
   

  	
   

  	
   

  	
   

  
	
  Section 11.2

  	
  Satisfaction of Sinking Fund Payments With
  Securities

  	
   

  	
  58

  
	
   

  	
   

  	
   

  	
   

  
	
  Section 11.3

  	
  Redemption of Securities for Sinking Fund

  	
   

  	
  58

  
	
   

  	
   

  	
   

  	
   

  
	
  EXHIBIT A

  	
  FORM OF FACE OF SECURITY

  	
   

  	
  1

  
	
   

  	
   

  	
   

  	
   

  
	
  FORM OF REVERSE OF SECURITY

  	
   

  	
  3

  



 



 v















INDENTURE, dated
as of                     ,
200    , from DIGIMARC CORPORATION, a Delaware corporation
(the “Company”), as issuer, to                                       ,
a                                       ,
as Trustee (the “Trustee”).


RECITALS


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 (“Securities”) to be issued in one or more series as
herein provided.


All things
necessary to make the Securities, when executed by the Company, the valid
obligations of the Company, and to make this Indenture a valid agreement of the
Company, in accordance with their and its terms, have been done.


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


ARTICLE 1



Definitions and Other Provisions of General Application


Section 1.1            Definitions


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


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


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


(3)           all
accounting terms not otherwise defined herein have the meanings assigned to
them in accordance with generally accepted accounting principles; and


(4)           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.


“Affiliate”
of any specified Person means any Person directly or indirectly controlling or
controlled by, or under direct or indirect common control with such specified
Person.  For 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”
means any Paying Agent or Registrar.


“Attributable
Debt” means, as of the date of its determination, the present value
(discounted semiannually at an interest rate implicit in the terms of the
lease) of the obligation of a lessee for rental payments pursuant to any Sale
and Leaseback Transaction (reduced by the amount of the rental obligations of
any sublessee of all or part of the same property) during the remaining term of
such Sale and Leaseback Transaction (including any period for which the lease
relating thereto has been extended), such rental payments not to include
amounts payable by the lessee for maintenance and repairs, insurance, taxes,
laws, assessments and similar charges and for contingent rents (such as those
based on sales), provided, however, that in the case of any Sale and Leaseback
Transaction in which the lease is terminable by the lessee upon the payment of
a penalty, Attributable Debt shall mean the lesser of the present value of (a)
the rental payments to be paid under such Sale and Leaseback Transaction until
the first date (after the date of such determination) upon which it may be so
terminated plus the then applicable penalty upon such termination and (b) the
rental payments required to be paid during the remaining term of such Sale and
Leaseback Transaction (assuming such termination provision is not exercised).


Authenticating
Agent” means any authenticating agent appointed by the
Trustee pursuant to Section 6.13.


“Authorized
Newspaper” means a newspaper of general circulation, in the English
language, customarily published on each Business Day whether or not published
on Saturdays, Sundays or holidays, and of general circulation in the place in
connection with which the term is used or in the financial community of such
place.  Whenever successive publications
in an Authorized Newspaper are required hereunder they may be made (unless
otherwise expressly provided herein) on any Business Day and in the same or
different Authorized Newspapers.


“Board” or “Board
of Directors” means the Board of Directors of the Company, the Executive
Committee or any other duly authorized committee thereof.


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


“Business Day,”
when used with respect to any Place of Payment or any other particular location
referred to in this Indenture or in the Securities, means, unless otherwise
specified with respect to any Securities pursuant to Section 3.1, each
Monday, Tuesday, Wednesday, Thursday and Friday which is not a day on which
banking institutions or trust companies in the Borough of Manhattan or The City
of New York are authorized or obligated by law or executive order to close.



 2
 









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


“Company”
means the Person named as the Company in the first paragraph of this Indenture
until one or more successor corporations shall have become such pursuant to the
applicable provisions of this Indenture, and thereafter means such successors.


“Company Order”
and “Company Request” mean, respectively, a written order or request
signed in the name of the Company by the Chairman of the Board, the President
or any Vice President, or, with respect to Sections 3.3, 3.4, 3.5 and 6.1,
any other employee of the Company named in an Officers’ Certificate delivered
to the Trustee.


“Consolidated
Net Tangible Assets” means, at any date, the total assets appearing in the
most recently prepared consolidated balance sheet of the Company and the
Subsidiaries as of the end of the most recent fiscal quarter of the Company for
which such balance sheet is available, prepared in accordance with generally
accepted accounting principles, less (a) all current liabilities as shown on
such balance sheet and (b) Intangible Assets. “Intangible Assets” means the
value (net of any applicable reserves), as shown on or reflected in such
balance sheet, of: (i) all trade names, trademarks, licenses, patents,
copyrights and goodwill; (ii) organization costs; and (iii) deferred charges
(other than prepaid items such as insurance, taxes, interest, commissions,
rents and similar items and tangible assets being amortized); but in no event
shall the term “Intangible Assets” include product development cost.


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


“corporation”
includes corporations, associations, companies and business trusts.


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


“Funded Debt”
means any Indebtedness maturing by its terms more than one year from the date
of the determination thereof, including any Indebtedness renewable or
extendable at the option of the obligor to a date later than one year from the
date of determination thereof.


“Government
Obligations” means securities which are (i) direct obligations of the
United States or (ii) obligations of a Person controlled or supervised by
and acting as an agency or instrumentality of the United States the payment of
which is unconditionally guaranteed as a full faith and credit obligation by
the United States, which are not callable or redeemable at the option of the
issuer thereof, and shall also include a depositary receipt issued by a bank or
trust company as custodian with respect to any such Government Obligation or a
specific payment of interest on or principal of any such Government Obligation
held by such custodian for the account of the holder of a depositary receipt, 



 3
 









provided
that (except as required by law) such custodian is not authorized to make any
deduction from the amount payable to the holder of such depositary receipt from
any amount received by the custodian in respect of the Government Obligation
evidenced by such depositary receipt.


“Holder”
means a person in whose name a Security is registered on the Register.


“Indebtedness”
of any corporation means all indebtedness representing money borrowed which is
created, assumed, incurred or guaranteed in any manner by such corporation or
for which such corporation is otherwise responsible or liable (whether by
agreement to purchase indebtedness of, or to supply funds to or invest in,
others).


“Indenture”
means this Indenture as originally executed or as amended or supplemented from
time to time and shall include the forms and terms (but not defined terms
established in an Officers’ Certificate or a Board Resolution) of particular
series of Securities established as contemplated by Section 2.1 and
Section 3.1.


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


“Interest,”
when used with respect to an Original Issue Discount Security which 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.


“Lien”
means any mortgage, pledge, security interest, lien, charge or other
encumbrance, but shall not include any of the foregoing types of encumbrances
that are incidental to the conduct of the business of the Company or any
Restricted Subsidiary or the ownership of the property and assets of any of
them and that were not incurred in connection with the incurrence of any
Indebtedness. Such incidental encumbrances that are to be excluded from the
term “Lien” include, without limitation: pledges or deposits made to secure
obligations of the Company or a Restricted Subsidiary under workmen’s
compensation laws or similar legislation; liens imposed by law, such as
materialmen’s, mechanics’, carriers’, workmen’s, vendors’, repairmen’s, or other
like liens incurred in the ordinary course of business; governmental (federal,
state or municipal) liens arising out of contracts for the purchase of products
of the Company or a Restricted Subsidiary, and deposits or pledges to obtain
the release of any of the foregoing liens; liens created by or resulting from
any litigation or legal proceeding that is currently being contested in good
faith by an appropriate proceedings; leases made or existing on Principal
Property entered into in the ordinary course of business by the Company or a
Restricted Subsidiary; landlords’ liens under leases of Principal Property to
which the Company or a Restricted Subsidiary is a party; zoning restrictions,
easements, licenses or restrictions on the use of Principal Property or minor
irregularities in the title thereto; deposits in connection with bids, tenders,
contracts (other 



 4
 









than for the payment of
money) to which the Company or any Restricted Subsidiary is a party; deposits
to secure public or statutory obligations of the Company or any Restricted
Subsidiary; deposits in connection with obtaining or maintaining self-insurance
or to obtain the benefits of any law, regulation or arrangement pertaining to
unemployment insurance, old age pensions, social security or similar matters;
deposits of cash or obligations of the United States of America to secure
surety, appeal or customs bonds to which the Company or any Restricted
Subsidiary is a party; and liens for taxes or assessments or governmental
charges or levies not yet due or delinquent, or which can thereafter be paid
without penalty, or which are being contested in good faith by appropriate
proceedings.


“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.


“Officer”
means the Chairman of the Board of Directors, Vice-Chairman of the Board of
Directors, the President, any Vice President (whether or not designated by a
number or numbers, or a word or words added before or after the title
Vice-President), the Treasurer, the Secretary or assistant Secretary of the
Company.


“Officers’
Certificate” means a certificate signed by the Chairman of the Board, the
President or any Vice President.


“Opinion of
Counsel” means a written opinion of legal counsel, who may be
(a) Perkins Coie LLP, or (b) other counsel designated by the Company
and who shall be reasonably acceptable to the Trustee.


“Original Issue
Discount Security” means any Security which provides for an amount less
than the stated principal amount thereof to be due and payable upon declaration
of acceleration of the Maturity thereof pursuant to Section 5.2.


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


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


(ii)           Securities, or portions
thereof, for whose payment or redemption money in the necessary amount has been
theretofore 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 provisions therefor satisfactory to
the Trustee have been made;



 5
 









(iii)          Securities, except to
the extent provided in Sections 4.4 and 4.5, with respect to which the
Company has effected defeasance and/or covenant defeasance as provided in
Article 4; and


(iv)          Securities which have
been paid pursuant to Section 3.6 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 sufficient funds are
available for redemption or for any other purpose, and for the purpose of
making the calculations required by section 313 of the Trust Indenture
Act, (x) the principal amount of any Original Issue Discount Securities
that may be counted in making such determination or calculation and that shall
be deemed to be Outstanding for such purpose shall be equal to the amount of
principal thereof that would be (or shall have been declared to be) due and
payable, at the time of such determination, upon a declaration of acceleration
of the maturity thereof pursuant to Section 5.2, and (y) 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 making such calculation or in relying upon any such request,
demand, authorization, direction, notice, consent or waiver, only Securities
which a Responsible Officer of the Trustee actually 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 authorized by the Company to pay the principal of, premium, if
any, or interest on any Securities on behalf of the Company.


“Periodic
Offering” means an offering of Securities of a series from time to time the
specific terms of which Securities, including, without limitation, the rate or
rates of interest or formula for determining the rate or rates of interest
thereon, if any, the Stated Maturity or Stated Maturities thereof, the original
issue date or dates thereof, the redemption provisions, if any, with respect
thereto, and any other terms specified as contemplated by Section 3.1 with
respect thereto, are to be determined by the Company upon the issuance of such
Securities.


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



 6
 









“Place of
Payment,” when used with respect to the Securities of or within any series,
means the place or places where, subject to the provisions of Section 9.2
the principal of, premium, if any, and interest on such Securities are payable
as specified as contemplated by Section 3.1.


“Predecessor
Security” of any particular Security means every previous Security
evidencing all or a portion of the same debt as that evidenced by such
particular Security; and, for the purposes of this definition, any Security
authenticated and delivered under Section 3.6 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 real property that (a) is owned by or leased to the
Company or any Restricted Subsidiary, (b) is located within the United States
and (c) has an acquisition cost plus capitalized improvements in excess of
0.25% of Consolidated Net Tangible Assets as of the date of such determination,
other than (i) any such facility which the Board of Directors may by resolution
declare is not of material importance to the Company and the Restricted
Subsidiaries taken as a whole and (ii) any such facility, or portion thereof,
owned or leased jointly or in common with one or more persons other than the
Company and any Subsidiary and in which the interest of the Company and all
Subsidiaries does not exceed 50%.


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


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


“Regular Record
Date” for the interest payable on any Interest Payment Date on the
Securities of or within any series means the date specified for that purpose as
contemplated by Section 3.1.


“Responsible
Officer,” when used with respect to the Trustee, shall mean any vice
president, any assistant vice president, any assistant treasurer, any trust
officer, or any other officer of the Trustee customarily performing functions
similar to those performed by the persons who at the time shall be such
officers, respectively, and also means, with respect to a particular corporate
trust matter, any other officer to whom such corporate trust matter is referred
because of his knowledge of and familiarity with the particular subject and who
shall have direct responsibility for the administration of this Indenture.


“Restricted
Securities” means any shares of capital stock or Indebtedness of a
Restricted Subsidiary.


“Restricted
Subsidiary” means (a) any Subsidiary (i) which has substantially all its
property within the United States of America, (ii) which owns or is a lessee of
any Principal Property, and (iii) in which the investment of the Company and
all other Subsidiaries exceeds 0.25% of Consolidated Net Tangible Assets as of
the date of such determination; provided, 



 7
 









however, that the term “Restricted
Subsidiary” shall not include (A) any Subsidiary (x) primarily engaged in the
business of purchasing, holding, collecting, servicing or otherwise dealing in
and with installment sales contracts, leases, trust receipts, mortgages,
commercial paper or other financing instruments and any collateral or
agreements relating thereto, including in the business, individually or through
partnerships, of financing (whether through long- or short-term borrowings,
pledges, discounts or otherwise) the sales, leasing or other operations of the
Company and the Subsidiaries or any of them, or (y) engaged in the business of
financing the assets and operations of third parties; provided that
notwithstanding (x) and (y) above, such Subsidiary shall be a Restricted
Subsidiary if it owns, leases or operates any property which would qualify as
Principal Property except as incidental to such financing business; or (B) any
Subsidiary acquired or organized after              
       , 200     for the
purpose of acquiring the stock or business or assets of any person other than
the Company or any Restricted Subsidiary, whether by merger, consolidation,
acquisition of stock or assets or similar transaction analogous in purpose or
effect, so long as such Subsidiary does not acquire by merger, consolidation,
acquisition of stock or assets or similar transactions analogous in purpose or
effect all or any substantial part of the business or assets of the Company or
any Restricted Subsidiary; and (b) any other Subsidiary which is hereafter
designated by the Board of Directors as a Restricted Subsidiary.


“Sale and
Leaseback Transaction” means any arrangement with any person providing for
the leasing by the Company or any Restricted Subsidiary of any Principal
Property (whether such Principal Property is now owned or hereafter acquired)
that has been or is to be sold or transferred by the Company or such Restricted
Subsidiary to such person, other than (a) temporary leases for a term,
including renewals at the option of the lessee, of not more than three years; (b)
leases between the Company and a Restricted Subsidiary or between Restricted
Subsidiaries; and (c) leases of Principal Property executed by the time of, or
within 180 days after the latest of, the acquisition, the completion of
construction or improvement (including any improvements on property which will
result in such property becoming Principal Property), or the commencement of
commercial operation of such Principal Property.


“Secured
Indebtedness” means (a) Indebtedness of the Company or a Restricted Subsidiary
which is secured by any Lien upon any Principal Property or Restricted
Securities and (b) Indebtedness of the Company or a Restricted Subsidiary in
respect of any conditional sale or other title retention agreement covering
Principal Property or Restricted Securities; but “Secured Indebtedness” shall
not include any of the following:


(i) Indebtedness
of the Company and the Restricted Subsidiaries outstanding on                     ,
200    , secured by then existing Liens upon, or incurred
in connection with conditional sales agreements or other title retention
agreements with respect to, Principal Property or Restricted Securities;


(ii) Indebtedness
which is secured by (A) purchase money Liens upon Principal Property or
Restricted Securities acquired after                     ,
200    , or (B) Liens placed on Principal Property after                     ,
200    , during construction or improvement thereof 



 8
 









(including any
improvements on property which will result in such property becoming Principal
Property) or placed thereon within 180 days after the later of acquisition,
completion of construction or improvement or the commencement of commercial
operation of such Principal Property or improvement, or placed on Restricted
Securities acquired after                  
   , 200    , or (C) conditional sale
agreements or other title retention agreements with respect to any Principal
Property or Restricted Securities acquired after                     ,
200     if (in each case referred to is this subparagraph
(ii)) (x) such Lien or agreement secures all or any part of the Indebtedness
incurred for the purpose of financing all or any part of the purchase price or
cost of construction of such Principal Property or improvement or Restricted
Securities and (y) such Lien or agreement does not extend to any Principal
Property or Restricted Securities other than the Principal Property or
Restricted Securities so acquired or the Principal Property, or portion
thereof, on which the property so constructed, or such improvement is located;
provided, however, that the amount by which the aggregate principal amount of
Indebtedness secured by any such Lien or agreement exceeds the cost to the
Company or such Restricted Subsidiary of the related acquisition, construction
or improvement shall be considered to be “Secured Indebtedness”;


(iii) Indebtedness
which is secured by Liens on Principal Property or Restricted Securities, which
Liens exist at the time of acquisition (by any manner whatsoever) of such
Principal Property or Restricted Securities by the Company or a Restricted
Subsidiary;


(iv) Indebtedness
of Restricted Subsidiaries owing to the Company or any other Restricted
Subsidiary and Indebtedness of the Company owing to any Restricted Subsidiary;


(v) in the case of
any corporation which becomes (by any manner whatsoever) a Restricted
Subsidiary after               
      , 200    , Indebtedness
which is secured by Liens upon, or conditional sale agreements or other title
retention agreements with respect to, its property which constitutes Principal
Property or Restricted Securities, which Liens exist at the time such
corporation becomes a Restricted Subsidiary;


(vi) guarantees by
the Company of Secured Indebtedness and Attributable Debt of any Restricted
Subsidiaries and guarantees by a Restricted Subsidiary of Secured Indebtedness
and Attributable Debt of the Company and any other Restricted Subsidiaries;


(vii) Indebtedness
arising from any Sale and Leaseback Transaction;


(viii)
Indebtedness secured by Liens on property of the Company or a Restricted
Subsidiary in favor of the United States of America, any State, Territory or
possession thereof, or the District of Columbia, or any department, agency or
instrumentality or political subdivision of the United States of America or any
State, Territory or possession thereof, or the District of Columbia, or in
favor of any other country or any political subdivision thereof, if such
Indebtedness was incurred for the purpose of financing all or any part of the
purchase price or the cost of construction of the property subject to such
Liens; provided, however, that the amount by which the aggregate principal
amount of Indebtedness secured by any such 



 9
 









Lien exceeds the cost to
the Company or such Restricted Subsidiary of the related acquisition or
construction shall be considered to be “Secured Indebtedness”; and


(ix) the
replacement, extension or renewal (or successive replacements, extensions or
renewals) of any Indebtedness (in whole or in part) excluded from the
definition of “Secured Indebtedness” by subparagraphs (i) through (viii) above;
provided, however, that no Lien securing, or conditional sale or title
retention agreement with respect to, such Indebtedness shall extend to or cover
any Principal Property or any Restricted Securities, other than such property
which secured the Indebtedness so replaced, extended or renewed (plus
improvements on or to any such Principal Property); provided further, however,
that to the extent that such replacement, extension or renewal increases the
principal amount of Indebtedness secured by such Lien or is in a principal
amount in excess of the principal amount of Indebtedness excluded from the
definition of “Secured Indebtedness” by subparagraphs (i) through (viii) above,
the amount of such increase or excess shall be considered to be “Secured
Indebtedness”.


In no event shall
the foregoing provisions be interpreted to mean or their operation to cause the
same Indebtedness to be included more than once is the calculation of “Secured
Indebtedness” as that term is used in this Indenture.


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


“Special Record
Date” for the payment of any Defaulted Interest on the Securities of any
issue means a date fixed by the Trustee pursuant to Section 3.7.


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


“Subsidiary”
means any corporation of which the Company at the time owns or controls,
directly or indirectly, more than 50% of the shares of outstanding stock having
general voting power under ordinary circumstances to elect a majority of the
Board of Directors of such corporation (irrespective of whether or not at the
time stock of any other class or classes of such corporation shall have or
might have voting power by reason of the happening of any contingency).


“Trustee”
means the party named as such in the first paragraph of this Indenture until a
successor Trustee replaces it pursuant to the applicable provisions of this
Indenture, and thereafter means such successor Trustee and if, at any time,
there is more than one Trustee, “Trustee” as used with respect to the
Securities of any series shall mean the Trustee with respect to the Securities
of that series.



 10
 









“Trust
Indenture Act” means the Trust Indenture Act of 1939, as amended, as in
effect on the date of this Indenture, except as provided in Section 8.3.


“Yield to
Maturity” means the yield to maturity, calculated by the Company at the
time of issuance of a series of Securities or, if applicable, at the most
recent determination of interest on such series, in accordance with accepted
financial practice.


(b)           The following terms
shall have the meanings specified in the Sections referred to opposite such
term below:


	
  Term

  	
   

  	
  Section

  
	
  “Act”

  	
   

  	
  1.4(a)

  
	
  “Bankruptcy Law”

  	
   

  	
  5.1

  
	
  “Custodian”

  	
   

  	
  5.1

  
	
  “Defaulted
  Interest”

  	
   

  	
  3.7(b)

  
	
  “Event of
  Default”

  	
   

  	
  5.1

  
	
  “Register”

  	
   

  	
  3.5

  
	
  “Registrar”

  	
   

  	
  3.5

  
	
  “Valuation Date”

  	
   

  	
  3.7(c)

  



 


Section 1.2            Compliance Certificates and
Opinions


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 (other than pursuant to Sections 2.3, 3.3 and 9.6) shall
include:


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


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


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


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



 11
 









Section 1.3            Form of Document 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 certificates
or opinions 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
as 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 1.4            Acts of Holders


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


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




 12
 









executing the same, may
also be proved in any other reasonable manner which the Trustee deems
sufficient.


(c)           The ownership of
Securities shall be proved by the Register.


(d)           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.


(e)           If the Company shall
solicit from the Holders any request, demand, authorization, direction, notice,
consent, waiver or other Act, the Company may, at its option, by or pursuant to
an Officers’ Certificate delivered to the Trustee, fix in advance a record date
for the determination of Holders entitled to give such request, demand,
authorization, direction, notice, consent, waiver or other Act, but the Company
shall have no obligation to do so.  If
such a record date is fixed, such request, demand, authorization, direction, notice,
consent, waiver or other Act may be given before or after such record date, but
only the Holders of record at the close of business on such record date shall
be deemed to be Holders for the purposes of determining whether Holders of the
requisite proportion of Outstanding Securities have authorized or agreed to
consented to such request, demand, authorization, direction, notice, consent,
waiver or other Act, and for that purpose the Outstanding Securities shall be
computed as of such record date; provided that no such authorization,
agreement or consent by the Holders on such record date shall be deemed
effective unless it shall become effective pursuant to the provisions of
clause (a) of this Section 1.4 not later than six months after the
record date.


Section 1.5            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: 
Corporate Trust Trustee Administration, or


(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 Digimarc
Corporation [       ], Attention: Chief
Financial Officer or at any other address previously furnished in writing to
the Trustee by the Company.



 13
 









Section 1.6            Notice to Holders; Waiver


Where this
Indenture provides for notice to Holders of any event, such notice shall be
sufficiently given (unless otherwise herein expressly provided or otherwise
agreed to by a Holder) if in writing and mailed, first-class postage prepaid,
to each Holder affected by such event, at his address as it appears in the
Register, within the time prescribed for the giving of such notice.


In any case where
notice to Holders is given by mail, neither the failure to mail such notice,
nor any defect in any notice so mailed, to any particular Holder shall affect
the sufficiency of such notice with respect to other Holders.  Any notice mailed to a Holder in the manner
herein prescribed shall be conclusively deemed to have been received by such
Holder, whether or not such Holder actually receives such notice.


If by reason of
the suspension of regular mail service or by reason of any other cause it shall
be impracticable to give such notice as provided above, then such notification
as shall be made with the approval of the Trustee shall constitute a sufficient
notification for every purpose hereunder.


If it shall be
impractical in the opinion of the Trustee or the Company to make any
publication of any notice required hereby in an Authorized Newspaper, any
publication or other notice in lieu thereof which is made or given with the
approval of the Trustee shall constitute a sufficient publication of such
notice.


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 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 1.7            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 1.8            Successors and Assigns


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


Section 1.9            Separability


In case any
provision of this Indenture or 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.



 14
 









Section
1.10         Benefits of Indenture


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


Section
1.11         Governing Law


THIS INDENTURE AND
THE SECURITIES SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS
OF THE STATE OF DELAWARE, AND FOR ALL PURPOSES SHALL BE CONSTRUED IN ACCORDANCE
WITH THE LAWS OF SAID STATE WITHOUT GIVING EFFECT TO THE PRINCIPLES OF CONFLICT
OF LAWS THEREOF.  This Indenture is
subject to the Trust Indenture Act and if any provision hereof limits,
qualifies or conflicts with the Trust Indenture Act, the Trust Indenture Act
shall control.


Section
1.12         Legal Holidays


In any case where
any Interest Payment Date, Redemption Date, sinking fund payment date, Stated
Maturity or Maturity of any Security shall not be a Business Day at any Place
of Payment, then (notwithstanding any other provision of this Indenture of any
Security other than a provision in the Securities of any series which
specifically states that such provision shall apply in lieu of this Section)
payment of principal, premium, if any, or interest 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 such
date; provided that no interest shall accrue on the amount so payable
for the period from and after such Interest Payment Date, Redemption Date,
sinking fund payment date, Stated Maturity or Maturity, as the case may be.


Section
1.13         No Recourse Against Others


No director,
officer, employee or stockholder, as such, of the Company shall have any
liability for any obligations of the Company under the Securities or the
Indenture or for any claim based on, in respect of or by reason of such
obligations or their creation.  Each
Holder by accepting a Security waives and releases all such liability.  The waiver and release are part of the
consideration for the issue of the Securities.


ARTICLE 2


Security
Forms


Section 2.1            Forms Generally


The Securities of
each series shall be in substantially the form attached as Exhibit A
and as set forth pursuant to this Article, or in such other form or forms as
shall be established by delivery to the Trustee of an Officers’ Certificate or
in one or more indentures 



 15
 









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 the rules of any
securities exchange or as may, consistently herewith, be determined by the
officers executing such Securities as evidenced by their execution of the
Securities.  If temporary Securities of
any series are issued as permitted by Section 3.4, the form thereof also
shall be established as provided in the preceding sentence.  If the form of Securities of any series are
established by an Officers’ Certificate, such Officers’ Certificate shall be
delivered to the Trustee at or prior to the delivery of the Company Order
contemplated by Section 3.3 for the authentication and delivery of such
Securities.


The permanent
Securities shall be printed, lithographed or engraved or produced by any
combination of these methods or may be produced in any other manner, all as
determined by the officers executing such Securities as evidenced by their
execution of such Securities.


Section 2.2            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 a series issued under the within-mentioned Indenture.


	
  Date:

  	
   

  	
   

  	
   

  	
  ,

  
	
   

  	
  as Trustee

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
   

  	
   

  
	
   

  	
   

  	
  Authorized
  Signatory

  
							



 


ARTICLE 3


The
Securities


Section 3.1            Amount Unlimited; Issuable
in Series


(a)           The aggregate principal
amount of Securities which may be authenticated and delivered under this
Indenture is unlimited.  The Securities
may be issued from time to time in one or more series.


(b)           The following matters
shall be established and (subject to Section 3.3) set forth, or determined
in the manner provided, in an Officers’ Certificate or a Board Resolution of
the Company or one or more indentures supplemental hereto:


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



 16















(2)           any
limit upon the aggregate principal amount of the Securities of the series which
may be authenticated and delivered under this Indenture (which limit shall not
pertain to (i) Securities authenticated and delivered upon registration of
transfer of, or in exchange for, or in lieu of, other Securities of the series
pursuant to Section 3.4, 3.5, 3.6, 8.6, or 10.7 and (ii) any
Securities which, pursuant to the last paragraph of Section 3.3 are deemed
never to have been authenticated and delivered thereunder);


(3)           the
date or dates on which the principal of the Securities of the series is payable
or the method of determination thereof;


(4)           the
rate or rates at which the Securities of the series shall bear interest, if
any, or the method of calculating such rate or rates of interest, the date or
dates from which such interest shall accrue or the method by which such date or
dates shall be determined, the Interest Payment Dates on which any such
interest shall be payable and the Regular Record Date, if any, for the interest
payable on any Interest Payment Date;


(5)           the
place or places where, subject to the provisions of Section 9.2, the
principal of, premium, if any, and interest, if any, on Securities of the
series shall be payable;


(6)           the
period or periods within which, the price or prices at which, and the other
terms and conditions upon which, Securities of the series may be redeemed, in
whole or in part, at the option of the Company and, if other than as provided
in Section 10.3, the manner in which the particular Securities of such series
(if less than all Securities of such series are to be redeemed) are to be
selected for redemption;


(7)           the
obligation, if any, of the Company to redeem or purchase Securities of the
series pursuant to any sinking fund or analogous provisions or upon the
happening of a specified event or at the option of a Holder thereof and the
period or periods within which, the price or prices at which, and the other
terms and conditions upon which, Securities of the series shall be redeemed or
purchased, in whole or in part, pursuant to such obligation;


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


(9)           if
the amount of payments or principal of, premium, if any, and interest, if any,
on the Securities of the series shall be determined with reference to an index,
formula or other method, the index, formula or other method by which such
amounts shall be determined;


(10)         if
other than the principal amount thereof, the portion of the principal amount of
such Securities of the series which shall be payable upon declaration of the 



 17
 









acceleration thereof
pursuant to Section 5.2 or the method by which such portion shall be
determined;


(11)         if
other than as provided in Section 3.7, the Person to whom any interest on any
Security of the series shall be payable and the extent to which, or the manner
in which (including any certification requirement and other terms and
conditions under which), any interest payable on a temporary Security on an
Interest Payment Date will be paid if other than in the manner provided in
Section 3.4, as applicable;


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


(13)         any
deletions from, modifications of or additions to the Events of Default set
forth in Section 5.1 or covenants of the Company set forth in
Article 9 pertaining to the Securities of the series;


(14)         under
what circumstances, if any, the Company will pay additional amounts on the
Securities of that series held by a Person who is not a U.S. Person in respect
of taxes or similar charges withheld or deducted and, if so, whether the
Company will have the option to redeem such Securities rather than pay such
additional amounts (and the terms of any such option);


(15)         the
date as of which any temporary Security representing outstanding Securities of
the series shall be dated if other than the date of original issuance of the
first Security of the series to be issued;


(16)         the
applicability, if any, to the Securities of or within the series of
Sections 4.4 and 4.5, or such other means of defeasance or covenant
defeasance as may be specified for the Securities of such series;


(17)         if
other than the Trustee, the identity of the Registrar and any Paying Agent or
transfer agent;


(18)         any
terms which may be related to warrants issued by the Company in connection
with, or for the purchase of, Securities of such series, including whether and
under what circumstances the Securities of any series may be used toward the
exercise price of any such warrants; and


(19)         any
other terms of the series (which terms shall not be inconsistent with the
provisions of this Indenture), including any terms which may be required by or
advisable under United States laws or regulations or advisable in connection
with the marketing of Securities of the series.


(c)           All Securities of any
one series shall be substantially identical except as to denomination and the
rate or rates of interest, if any, and Stated Maturity, the date from which 



 18
 









interest, if any, shall
accrue and except as may otherwise be provided in or pursuant to an Officers’
Certificate pursuant to this Section 3.1 or in an indenture supplemental
hereto.  All Securities of any one series
need not be issued at the same time and, unless otherwise provided, a series
may be reopened, without the consent of the Holders, for issuances of
additional Securities of such series or for the establishment of additional
terms with respect to the Securities of such series.


(d)           If any of the terms of
the Securities of any series are established by action taken pursuant to a
Board Resolution, a copy of such Board Resolution shall be certified by the
Corporate 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, or providing the manner for determining, the terms of the Securities of
such series, and an appropriate record of any action taken pursuant thereto in
connection with the issuance of any Securities of such series shall be
delivered to the Trustee prior to the authentication and delivery thereof.  With respect to Securities of a series
subject to a Periodic Offering, such Board Resolution or Officers’ Certificate
may provide general terms for Securities of such series and provide either that
the specific terms of particular Securities of such series shall be specified
in a Company Order or that such terms shall be determined by the Company, or
one or more of the Company’s agents designated in an Officers’ Certificate, in
accordance with the Company Order as contemplated by the first proviso of the
third paragraph of Section 3.3


Section 3.2            Denominations


The Securities of
each series shall be issuable only in definitive registered form without
coupons and in such denominations as shall be specified as contemplated by
Section 3.1.  In the absence of any
such provisions with respect to the Securities of any series, the Securities of
such series shall be issuable in denominations of $1,000 and any integral
multiple thereof.


Section 3.3            Execution, Authentication,
Delivery and Dating


Securities shall
be executed on behalf of the Company by the Chairman, President, any Vice
President or Chief Executive Officer and attested to by the Secretary or
Assistant Secretary of the Company. The signatures of such officers on the
Securities may be manual or facsimile signatures of the present or any future
such authorized officers and may be imprinted or otherwise reproduced on the
Securities.


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, 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 make available for delivery such Securities, and the
Trustee in 



 19
 









accordance with the
Company Order shall authenticate and deliver such Securities; provided, however,
that in the case of Securities offered in a Periodic Offering, the Trustee
shall authenticate and deliver such Securities from time to time in accordance
with such other procedures (including, without limitation, the receipt by the
Trustee of oral or electronic instructions from the Company or its duly
authorized agents, promptly confirmed in writing) acceptable to the Trustee as
may be specified by or pursuant to a Company Order delivered to the Trustee
prior to the time of the first authentication of Securities of such series.


If the form or
terms of the Securities of a series have been established by or pursuant to one
or more Officers’ Certificates as permitted by Sections 2.1 and 3.1, 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 315(a) through (d) of the Trust
Indenture Act) shall be fully protected in relying upon, an Opinion of Counsel
stating,


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


(2)           that
such Securities, when authenticated and delivered by the Trustee and issued by
the Company in the manner and subject to any conditions specified in such
Opinion of Counsel, will constitute valid and legally binding obligations of
the Company, enforceable in accordance with their terms, subject to customary
exceptions;


provided, however, that, with
respect to Securities of a series subject to a Periodic Offering, the Trustee
shall be entitled to receive such Opinion of Counsel only once at or prior to
the time of the first authentication of Securities of such series and that the
Opinion of Counsel above may state:


(x)            that
the forms of such Securities have been, and the terms of such Securities (when
established in accordance with such procedures as may be specified from time to
time in a Company Order, all as contemplated by and in accordance with a Board
Resolution or an Officers’ Certificate pursuant to Section 3.1, as the
case may be) will have been, established in conformity with the provisions of
this Indenture; and


(y)           that
such Securities, when (1) executed by the Company, (2) completed,
authenticated and delivered by the Trustee in accordance with this Indenture,
and (3) issued by the Company in the manner and subject to any conditions
specified in such Opinion of Counsel, will constitute valid and legally binding
obligations of the Company, enforceable in accordance with their terms, subject
to customary exceptions.


With respect to
Securities of a series subject to a Periodic Offering, the Trustee may
conclusively rely, as to the authorization by the Company of any of such
Securities, the form and terms thereof and the legality, validity, binding
effect and enforceability thereof, upon the 



 20
 









Opinion of Counsel and
other documents delivered pursuant to Sections 2.1 and 3.1 of this Section, as
applicable, at or prior to the time of the first authentication of Securities
of such series unless and until it has received written notification that such
opinion or other documents have been superseded or revoked.  In connection with the authentication and
delivery of Securities of a series subject to a Periodic Offering, the Trustee
shall be entitled to assume that the Company’s instructions to authenticate and
deliver such Securities do not violate any rules, regulations or orders of any
governmental agency or commission having jurisdiction over the Company.


If the form or
terms of the Securities of a series have been established by or pursuant to one
or more Officers’ Certificates as permitted by Sections 2.1 and 3.1, the
Trustee shall have the right to decline to authenticate such Securities if the
issue of such Securities pursuant to this Indenture will adversely affect the
Trustee’s own rights, duties or immunities under this Indenture or otherwise in
a manner which is not reasonably acceptable to the Trustee.


Notwithstanding
the provisions of Section 3.1 and of the two preceding paragraphs, if all of
the Securities of any series are not to be issued at one time, it shall not be
necessary to deliver the Officers’ Certificate otherwise required pursuant to
Section 3.1 at or prior to the time of the authentication of each Security of
such series if the Officers’ Certificate is delivered at or prior to the
authentication upon original issuance of the first Security of such series to
be issued.


Each Security
shall be dated the date of its authentication.


No Security shall
be entitled to any benefits under this Indenture or be valid or obligatory for
any purpose until authenticated by the manual signature of one of the
authorized signatories of the Trustee or an Authenticating Agent.  Such signature upon any Security shall be
conclusive evidence, and the only evidence, that such Security has been duly
authenticated and delivered under this Indenture and is entitled to the
benefits of this Indenture.


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
3.9 together with a written statement (which need not comply with Section 1.2
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 not be entitled to the benefits of this
Indenture.


Section 3.4            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 of such series which are printed, lithographed, typewritten,
mimeographed or otherwise produced, in any authorized denomination,
substantially of the tenor and form of 



 21
 









the definitive Securities
in lieu of which they are issued and with such appropriate insertions,
omissions, substitutions and other variations as the officers executing such
Securities may determine, as conclusively evidenced by their execution of such
Securities.


If temporary
Securities of any series are issued, the Company will cause permanent
Securities of such series to be prepared without unreasonable delay.  After preparation of such permanent
Securities, the temporary Securities shall be exchangeable for such permanent
Securities of like tenor upon surrender of the temporary Securities of such
series at the office or agency of the Company pursuant to Section 9.2 in a
Place of Payment for such series, without charge to the Holder.  Upon surrender for cancellation of any one or
more temporary Securities of any series, the Company shall execute and the
Trustee shall authenticate and deliver in exchange therefor a like principal
amount of Permanent Securities of the same series of authorized denominations
and of like tenor.  Until so exchanged,
the temporary Securities of any series shall in all respects be entitled to the
same benefits under this Indenture as permanent Securities of such series
except as otherwise specified as contemplated by Section 3.1.


Section 3.5            Registration, Registration
of Transfer and Exchange


The Company shall
cause to be kept at the Corporate Trust Office of the Trustee or in any office
or agency to be maintained by the Company in accordance with Section 9.2 in a
Place of Payment a register (the “Register”) in which, subject to such
reasonable regulations as it may prescribe, the Company shall provide for the
registration of Securities and the registration of transfers of
Securities.  The Register shall be in
written form or any other form capable of being converted into written form
within a reasonable time.  The Trustee is
hereby appointed “Registrar” for the purpose of registering Securities and
transfers of Securities as herein provided.


Upon surrender for
registration of transfer of any Security of any series at the office or agency
maintained pursuant to Section 9.2 in a Place of Payment for that series, the
Company shall execute, and the Trustee shall authenticate and deliver, in the
name of the designated transferee or transferees, one or more new Securities of
the same series, of any authorized denominations and of a like aggregate
principal amount and tenor.


At the option of
the Holder, Securities of any series may be exchanged for other Securities of
the same series, of any authorized denominations and of like aggregate
principal amount containing identical terms and provisions, upon surrender of
the Securities to be exchanged at such office or agency.  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.


Whenever any
Securities are 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.



 22
 









All Securities
issued upon any registration of transfer or upon any 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 such transfer or exchange.


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


No service change
shall be made for any registration of transfer or for any 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 or transfer or exchange of Securities, other than exchanges
pursuant to Section 3.4 or 10.7 not involving any transfer.


The Company shall
not be required (i) to issue, register the transfer of, or exchange any
Securities for a period beginning at the opening of business 15 days before any
selection for redemption of Securities of like tenor and of the series of which
such Security is a part and ending at the close of business on the earliest
date on which the relevant notice of redemption is deemed to have been given to
all Holders of Securities of like tenor and of such series to be redeemed or
(ii) to register the transfer of or exchange of any Security so selected
for redemption, in whole or in part, except the unredeemed portion of any
Security being redeemed in part.


Section 3.6            Replacement Securities


If a mutilated
Security is surrendered to the Trustee, together with, in proper cases, such
security or indemnity as may be required by the Company or the Trustee to save
each of them harmless, the Company shall execute and the Trustee shall authenticate
and deliver a replacement Security of the same series and date of maturity, if
the Trustee’s requirements are met.


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 agency 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 the Trustee shall authenticate
and deliver in lieu of any such destroyed, lost or stolen Security, a
replacement Security of the same series and principal amount, containing
identical terms and provisions and bearing a number not contemporaneously
outstanding.



 23
 









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


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


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


Section 3.7            Payment of Interest;
Interest Rights Preserved


Unless otherwise
provided as contemplated by Section 3.1, interest, if any, on any Security
which is payable, and is punctually paid or duly provided for, on any Interest
Payment Date shall be paid to the Person in whose name that Security (or one or
more Predecessor Securities) is registered at the close of business on the
Regular Record Date for such interest at the office or agency maintained for
such purpose pursuant to Section 9.2; provided, however,
that, at the option of the Company, interest on any series of Securities that
bear interest may be paid (i) by check mailed to the address of the Person
entitled thereto as it shall appear on the Register of Holders of Securities of
such series or (ii) to the extent specified as contemplated by
Section 3.1, by wire transfer to an account maintained by the Person
entitled thereto as specified in the Register of Holders of Securities of such
series.


Unless otherwise
provided as contemplated by Section 3.1, 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 (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
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 



 24
 









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 Register, not
less than 10 days prior to such Special Record Date.  Notice of the proposed payment of such
Defaulted Interest and the Special Record Date therefor having been 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 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 specified date 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.


Subject to the
foregoing provisions of this Section and Section 3.5, each Security
delivered under this Indenture upon registration of transfer of or 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 3.8            Persons Deemed Owners


Prior to due
presentment of any 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
Section 3.7) 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.



 25
 









Section 3.9            Cancellation


The Company at any
time may deliver Securities to the Trustee for cancellation.  The Registrar and any Paying Agent shall
forward to the Trustee any Securities surrendered to them for replacement, for
registration of transfer, or for exchange or payment.  The Trustee shall cancel all Securities
surrendered for replacement, for registration of transfer, or for exchange,
payment, redemption or cancellation and may dispose of cancelled Securities in
accordance with its procedures for the disposition of cancelled securities and
issue a certificate of disposition to the Company.  The Company may not issue new Securities to
replace Securities that it has paid or delivered to the Trustee for
cancellation, except as expressly permitted in the terms of Securities for any
particular series or as permitted pursuant to the terms of this Indenture.


Section 3.10         Computation of Interest


Except as
otherwise specified as contemplated by Section 3.1 (i) interest of
any Securities that bear interest at a fixed rate shall be computed on the
basis of a 360-day year of twelve 30 day months and (ii) interest on any
Securities the bear interest at a variable rate shall be computed on the basis
of the actual number of days in an interest period divided by 360 or the actual
number of days in the year.


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 addition to the other
identification numbers printed on the Securities) 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.


ARTICLE 4


Satisfaction,
Discharge and Defeasance


Section 4.1            Termination of Company’s
Obligations Under the Indenture


Except as
otherwise provided as contemplated by Section 3.1, this Indenture shall
upon Company Request cease to be of further effect with respect to Securities
of or within any series (except as to any surviving rights of registration of
transfer or exchange of such Securities and replacement of such Securities
which may have been lost, stolen or mutilated as herein expressly provided for)
and the Trustee, at the expense of the Company, shall execute proper
instruments acknowledging satisfaction and discharge of this Indenture with
respect to such Securities when



 26
 









(1)           either


(A)          all such
Securities previously authenticated and delivered (other than (i) such
Securities which have been destroyed, lost or stolen and which have been
replaced or paid as provided in Section 3.6, and (ii) such Securities
for whose payment money has theretofore been deposited in trust or segregated
and held in trust by the Company and thereafter repaid to the Company or
discharged from such trust, as provided in Section 9.3) have been
delivered to the Trustee for cancellation; or


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


(i)            have become
due and payable, or


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


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


and the Company, in the
case of (i), (ii) or (iii) above, has irrevocably deposited or caused to
be deposited with the Trustee as trust funds in trust for the purpose an amount
sufficient to pay and discharge the entire indebtedness on such Securities not
theretofore delivered to the Trustee for cancellation, for principal, premium,
if any, and interest, with respect thereto, to the date of such deposit (in the
case of Securities which have become due and payable) or to the Stated Maturity
or Redemption Date, as the case may be;


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


(3)           the
Company has delivered to the Trustee an 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 as to such series
have been complied with.


Notwithstanding the satisfaction and discharge of this
Indenture, the obligation of the Company to the Trustee and any predecessor
Trustee under Section 6.9, the obligations of the Company to any
Authenticating Agent under Section 6.13 and, if money shall have been
deposited with the Trustee pursuant to subclause (B) of clause (1) of
this Section, the obligations of the Trustee under Section 4.2 and the
last paragraph of Section 9.3 shall survive.



 27
 









Section 4.2            Application of Trust Funds


Subject to the
provisions of the last paragraph of Section 9.3, all money deposited with
the Trustee pursuant to Section 4.1 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, premium, if any, and any interest for whose
payment such money has been deposited with or received by the Trustee, but such
money need not be segregated from other funds except to the extent required by
law.


Section 4.3            Applicability of Defeasance
Provisions; Company’s Option to Effect Defeasance or Covenant Defeasance


If pursuant to
Section 3.1 provision is made for either or both of (i) defeasance of
the Securities of or within a series under Section 4.4 or
(ii) covenant defeasance of the Securities of or within a series under
Section 4.5, then the provisions of such Section or Sections, as the case
may be, together with the provisions of Sections 4.6 through 4.9
inclusive, with such modifications thereto as may be specified pursuant to
Section 3.1 with respect to any Securities, shall be applicable to such
Securities, and the Company may at its option by Board Resolution, at any time,
with respect to such Securities, elect to have Section 4.4 (if applicable)
or Section 4.5 (if applicable) be applied to such Outstanding Securities
upon compliance with the conditions set forth below in this Article.


Section 4.4            Defeasance and Discharge


Upon the Company’s
exercise of the option specified in Section 4.3 applicable to this Section
with respect to the Securities of or within a series, the Company shall be
deemed to have been discharged from its obligations with respect to such
Securities on the date the conditions set forth in Section 4.6 are
satisfied (hereinafter “defeasance”). 
For this purpose, such defeasance means that the Company shall be deemed
to have paid and discharged the entire indebtedness represented by such
Securities which shall thereafter be deemed to be “Outstanding” only for the
purposes of Section 4.7 and the other Sections of this Indenture referred
to in clause (ii) of this Section, and to have satisfied all its other
obligations under such Securities and this Indenture insofar as such Securities
are concerned (and the Trustee, at the expense of the Company, shall on Company
Order execute proper instruments acknowledging the same), except the following
which shall survive until otherwise terminated or discharged hereunder:  (i) the rights of Holders of such
Securities to receive, solely from the trust funds described in Section 4.6(a)
and as more fully set forth in such Section, payments in respect of the
principal of, premium, if any, and interest, if any, on such Securities when
such payments are due; (ii) the Company’s obligations with respect to such
Securities under Sections 3.5, 3.6, 9.2 and 9.3 and with respect to the payment
of additional amounts, if any, payable with respect to such Securities as
specified pursuant to Section 3.1(b)(16); (iii) the rights, powers,
trusts, duties and immunities of the Trustee hereunder; and (iv) this
Article 4.  Subject to compliance
with this Article 4, the Company may exercise its option under this
Section notwithstanding the prior exercise of its option 



 28
 









under Section 4.5
with respect to such Securities. 
Following a defeasance, payment of such Securities may not be
accelerated because of an Event of Default.


Section 4.5            Covenant Defeasance


Upon the Company’s
exercise of the option specified in Section 4.3 applicable to this Section
with respect to any Securities of or within a series, the Company shall be
released from its obligations under Sections 7.1 and 9.4, and, if
specified pursuant to Section 3.1, its obligations under any other
covenant, with respect to such Securities on and after the date the conditions
set forth in Section 4.6 are satisfied (hereinafter, “covenant defeasance”),
and such Securities shall thereafter be deemed to be not “Outstanding” for the
purposes of any direction, waiver, consent or declaration or Act of Holders
(and the consequences of any thereof) in connection with Sections 7.1 and
9.4, or such other covenant, but shall continue to be deemed “Outstanding” for
all other purposes hereunder.  For this
purpose, such covenant defeasance means that, with respect to such Securities,
the Company may omit to comply with and shall have no liability in respect of
any term, condition or limitation set forth in any such Section or such other
covenant, whether directly or indirectly, by reason of any reference elsewhere
herein to any such Section or such other covenant or by reason of reference in
any such Section or such other covenant to any other provision herein or in any
other document and such omission to comply shall not constitute a Default or an
Event of Default under Section 5.1(3) or 5.1(7) or otherwise, as the case
may be, but, except as specified above, the remainder of this Indenture and
such Securities shall be unaffected thereby.


Section 4.6            Conditions to Defeasance or
Covenant Defeasance


The following
shall be the conditions to application of Section 4.4 or Section 4.5
to any Securities of or within a series:


(a)           The
Company shall have deposited or caused to be deposited irrevocably with the
Trustee (or another trustee satisfying the requirements of Section 6.11
who shall agree to comply with, and shall be entitled to the benefits of, the
provisions of Sections 4.3 through 4.9 inclusive and the last paragraph of
Section 9.3 applicable to the Trustee, for purposes of such Sections also
a “Trustee”) as trust funds in trust for the purpose of making the payments
referred to in clauses (x) and (y) of this Section 4.6(a), specifically
pledged as security for, and dedicated solely to, the benefit of the Holders of
such Securities, with instructions to the Trustee as to the application
thereof, (A) money in an amount, or (B) if Securities of such series
are not subject to repayment at the option of Holders, Government Obligations
which through the payment of interest and principal in respect thereof in
accordance with their terms will provide, not later than one day before the due
date of any payment referred to in clause (x) or (y) of this
Section 4.6(a), money in an amount or (C) a combination thereof in an
amount, sufficient, in the opinion of a nationally recognized firm of
independent certified public accountants expressed in a written certification thereof
delivered to the Trustee, to pay and discharge, and which shall be applied by
the Trustee to pay and discharge, (x) the principal of, premium, if any,
and interest, if 



 29
 









any, on such Securities
on the Maturity of such principal or installment of principal or interest and
(y) any mandatory sinking fund payments applicable to such Securities on
the day on which such payments are due and payable in accordance with the terms
of this Indenture and such Securities. 
Before such a deposit the Company may make arrangements satisfactory to
the Trustee for the redemption of Securities at a future date or dates in
accordance with Article 10 which shall be given effect in applying the
foregoing.


(b)           Such
defeasance or covenant defeasance shall not result in a breach or violation of,
or constitute a Default or Event of Default under, this Indenture or result in
a breach or violation of, or constitute a default under, any other material
agreement or instrument to which the Company is a party or by which it is
bound.


(c)           No
Default or Event of Default under Section 5.1(5) or 5.1(6) with respect to
such Securities shall have occurred and be continuing during the period
commencing on the date of such deposit and ending on the 91st day after such
date (it being understood that this condition shall not be deemed satisfied
until the expiration of such period).


(d)           In
the case of an election under Section 4.4, the Company shall have
delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel to
the effect that (i) the Company has received from, or there has been
published by, the Internal Revenue Service a ruling, or (ii) since the
date of execution of this Indenture, there has been a change in the applicable
Federal income tax law, in either case to the effect that, and based thereon
such opinion shall confirm that, the Holders of such Securities will not
recognize income, gain or loss for Federal income tax purposes as a result of
such defeasance and will be subject to Federal income tax on the same amount
and in the same manner and at the same times, as would have been the case if
such deposit, defeasance and discharge had not occurred.


(e)           In
the case of an election under Section 4.5, the Company shall have
delivered to the Trustee an Opinion of Counsel to the effect that the Holders
of such Securities will not recognize income, gain or loss for Federal income
tax purposes as a result of such covenant defeasance and will be subject to
Federal income tax on the same amounts, in the same manner and at the same
times as would have been the case if such covenant defeasance had not occurred.


(f)            The
Company shall have delivered to the Trustee an Officers’ Certificate and an
Opinion of Counsel, each stating that all conditions precedent to the
defeasance under Section 4.4 or the covenant defeasance under
Section 4.5 (as the case may be) have been complied with and an Opinion of
Counsel to the effect that either (i) as a result of a deposit pursuant to
subsection (a) above and the related exercise of the Company’s option
under Section 4.4 or Section 4.5 (as the case may be), registration
is not required under the Investment Company Act of 1940, as amended, by the
Company, with respect to the trust funds representing such deposit or by the 



 30
 









trustee for such trust
funds or (ii) all necessary registrations under said act have been
effected.


(g)           Such
defeasance or covenant defeasance shall be effected in compliance with any
additional or substitute terms, conditions or limitations which may be imposed
on the Company in connection therewith as contemplated by Section 3.1.


Section 4.7            Deposited Money and
Government Obligations to Be Held in Trust


Subject to the
provisions of the last paragraph of Section 9.3, all money and Government
Obligations (or other property as may be provided pursuant to Section 3.1)
(including the proceeds thereof) deposited with the Trustee pursuant to
Section 4.6 in respect of any Securities of any series shall be held in
trust and applied by the Trustee, in accordance with the provisions of such 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 Holders of such Securities of all sums due and to become due
thereon in respect of principal, premium, if any, and interest, if any, but
such money need not be segregated from other funds except to the extent
required by law.


The Company shall pay and indemnify the Trustee
against any tax, fee or other charge imposed on or assessed against the
Government Obligations deposited pursuant to Section 4.6 or the principal and
interest received in respect thereof other than any such tax, fee or other
charge which by law is for the account of the Holders of Outstanding
Securities.


Section 4.8            Transfers and Distribution
at Company Request


To the extent
permitted by the Financial Accounting Standards Board Statement of Financial
Accounting Standards No. 76, as amended or interpreted by the Financial
Accounting Standards Board from time to time, or any successor thereto (“Standard
No. 76”), or to the extent permitted by the Commission, the Trustee shall,
from time to time, take one or more of the following actions as specified in a
Company Request:


(a)           Retransfer,
reassign and deliver to the Company any securities deposited with the Trustee
pursuant to Section 4.6(a), provided that the Company shall in
substitution therefor, simultaneously transfer, assign and deliver to the
Trustee other Government Obligations appropriate to satisfy the Company’s
obligations in respect of the relevant Securities; and


(b)           The
Trustee (and any Paying Agent) shall promptly pay to the Company upon Company
Request any excess money or securities held by them at any time, including,
without limitation, any assets deposited with the Trustee pursuant to
Section 4.6(a) exceeding those necessary for the purposes of
Section 4.6(a).


The Trustee shall
not take the actions described in subsections (a) and (b) of this
Section 4.8 unless it shall have first , at the Company’s expense, a written
report of a 



 31
 









nationally recognized
independent public accounting firm selected by the Company, (i) expressing
their opinion that the contemplated action is permitted by Standard No. 76
or the Commission, for transactions accounted for as extinguishment of debt
under the circumstances described in paragraph 3.c of Standard No. 76
or any successor provision and (ii) verifying the accuracy, after giving
effect to such action or actions, of the computations which demonstrate that
the amounts remaining to be earned on the Government Obligations deposited with
the Trustee pursuant to Section 4.6(a) will be sufficient for purposes of
Section 4.6(a).


ARTICLE 5


Defaults
and Remedies


Section 5.1            Events of Default


An “Event of
Default” occurs with respect to the Securities of any series if (whatever the
reason for such Event of Default and whether it shall be voluntary or
involuntary or be effected by operation of law or pursuant to any judgment,
decree or order of any court or any order, rule or regulation of any administrative
or governmental body):


(1)           the
Company defaults in the payment of interest on any Security of that series or
any additional amount payable with respect to any Security of that series as
specified pursuant to Section 3.1(b)(14) when the same becomes due and payable
and such default continues for a period of 30 days;


(2)           the
Company defaults in the payment of the principal of or any premium on any
Security of that series when the same becomes due and payable at its Maturity
or on redemption or otherwise, or in the payment of a mandatory sinking fund
payment when and as due by the terms of the Securities of that series;


(3)           the
Company defaults in the performance of, or breaches, any covenant or warranty
of the Company in this Indenture with respect to any Security of that series
(other than a covenant or warranty a default in whose performance or whose
breach is elsewhere in this Section specifically dealt with), and such default
or breach continues 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 the
Outstanding Securities of that series, a written notice specifying such default
or breach and requiring it to be remedied and stating that such notice is a “Notice
of Default” hereunder;


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



 32
 









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


(6)           any
other Event of Default provided as contemplated by Section 3.1 with
respect to Securities of that series.


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


Section 5.2            Acceleration, Rescission and
Annulment


If an Event of
Default with respect to the Securities of any series at the time Outstanding
occurs and is continuing, the Trustee or the Holders of at least 25% in
aggregate principal amount of all of the outstanding Securities of that series,
by written notice to the Company (and, if given by the Holders, to the
Trustee), may declare the principal (or, if the Securities of that series are
Original Issue Discount Securities or Indexed Securities, such portion of the
principal amount as may be specified in the terms of that series) of all the
Securities of that series to be due and payable and upon any such declaration
such principal (or, in the case of original Issue Discount Securities or
Indexed Securities, such specified amount) shall be immediately due and
payable.


At any time after
such a declaration of acceleration with respect to Securities of any series has
been made and before a judgment or decree for payment of the money due has been
obtained by the Trustee as hereinafter in this Article provided, the Holders of
a majority in aggregate principal amount of the outstanding Securities of that
series, by written notice to the Trustee, may rescind and annul such
declaration and its consequences if all existing Defaults and Events of Default
with respect to Securities of that series, other than the nonpayment of the
principal of Securities of that series which have become due solely by such
declaration of acceleration, have been cured or waived as provided in Section
5.7.  No such rescission shall affect any
subsequent default or impair any right consequent thereon.


Section 5.3            Collection of Indebtedness
and Suits for Enforcement by Trustee


The Company
covenants that if


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


(2)           default
is made in the payment of the principal of (or premium, if any, on) any
Security at the Maturity thereof,



 33
 









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, premium, if any, and interest
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, at the rate or rates prescribed therefor in such Securities, and, in
addition thereto, such further amount as shall be sufficient to cover the costs
and expenses of collection, including the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel.


If 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.


Section 5.4            Trustee May File Proofs of
Claim


The Trustee may
file such proofs of claim and other papers or documents as may be necessary or
advisable in order to have the claims of the Trustee and the Holders of
Securities allowed in any judicial proceedings relating to the Company, its
creditors or its property.


Section 5.5            Trustee May Enforce Claims
Without Possession of Securities


All rights of
action and claims under this Indenture or the Securities may be prosecuted and
enforced by the Trustee without the possession of any of the Securities or the
production thereof in any proceeding relating thereto.


Section 5.6            Delay or Omission Not Waiver


No delay or
omission by the Trustee or any Holder of any Securities to exercise any right
or remedy accruing upon an Event of Default shall impair any such right or
remedy or constitute a waiver of or acquiescence in any such Event of Default.


Section 5.7            Waiver of Past Defaults


The Holders of a
majority in aggregate principal amount of Outstanding Securities of any series
by notice to the Trustee may waive on behalf of the Holders of all Securities
of such series a past Default or Event of Default with respect to that series
and its consequences except (i) a Default or Event of Default in the payment of
the principal of, premium, if any, or interest on any Security of such series
or (ii) in respect of a covenant or provision hereof which pursuant to Section
8.2 cannot be amended or modified without the consent of the Holder of each
outstanding Security of such series adversely 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.



 34
 









Section 5.8            Control by Majority


The Holders of a
majority in aggregate principal amount of the Outstanding Securities of each
series affected (with each such series voting as a class) 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
it with respect to Securities of that series; provided, however,
that (i) the Trustee may refuse to follow any direction that conflicts with law
or this Indenture, (ii) the Trustee may refuse to follow any direction
that is unduly prejudicial to the rights of the Holders of Securities of such
series not consenting, or that would in the good-faith judgment of the Trustee
have a substantial likelihood of involving the Trustee in personal liability
and (iii) the Trustee may take any other action deemed proper by the
Trustee which is not inconsistent with such direction.


Section 5.9            Limitation on Suits by
Holders


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


(2)           the
Holders of at least 25% in aggregate principal amount of the Outstanding
Securities of that series have made a 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 indemnity satisfactory to the
Trustee against any loss, liability or expense to be, or which may be, incurred
by the Trustee in pursuing the remedy;


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


(5)           during
such 60-day period, the Holders of a majority in aggregate principal amount of
the Outstanding Securities of that series has not given to the Trustee a
direction inconsistent with such written request.


No one or more
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.



 35














Section
5.10         Rights
of Holders to Receive Payment


Notwithstanding
any other provision of this Indenture, the right of any Holder of a Security to
receive payment of principal of, premium, if any, and, subject to Section 3.7,
interest on the Security, on or after the respective due dates expressed in the
Security (or, in case of redemption, on the redemption dates), or, subject to
Section 5.9, to bring suit for the enforcement of any such payment on or after
such respective dates, shall not be impaired or affected without the consent of
such Holder.


Section
5.11         Application
of Money Collected


If the Trustee
collects any money pursuant to this Article, it shall pay out the money 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, premium, if any, or
interest, upon presentation of the Securities and the notation thereon of the
payment if only partially paid and upon surrender thereof if fully paid:


First:  to the Trustee for amounts due under Section
6.9;


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


Third:  to the Company.


Section
5.12         Restoration
of Rights and Remedies


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


Section
5.13         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 3.6, no
right or remedy herein conferred upon or reserved to the Trustee or 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 



 36
 








or remedy hereunder, or
otherwise, shall not prevent the concurrent assertion or employment of any
other appropriate right or remedy.


ARTICLE 6


The
Trustee


Section
6.1            Certain
Duties and Responsibilities


(a)           Except during the
continuance of an Event of Default,


(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 which by any provision hereof are specifically required to be
furnished to the Trustee, the Trustee shall be under a duty to examine the same
to determine whether or not they conform to the requirements of this Indenture.


(b)           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 with respect to the Securities of such series, and use the
same degree of care and skill in their exercise, as a prudent person would
exercise or use under the circumstances in the conduct of his own affairs.


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


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


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


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



 37
 








(d)           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 against such risk or liability is not reasonably assured to it.


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


Section
6.2            Rights
of Trustee


Subject to the
provisions of the Trust Indenture Act:


(a)           The
Trustee may conclusively 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 or
other paper or document believed by it to be genuine and to have been signed or
presented by the proper party or parties.


(b)           Any
request or direction of the Company mentioned herein shall be sufficiently
evidenced by a Company Request or Company Order (other than delivery of any
Security to the Trustee for authentication and delivery pursuant to Section
3.3, which shall be sufficiently evidenced as provided therein) and any
resolution of the Board of Directors may be sufficiently evidenced by a Board
Resolution.


(c)           Whenever
in the administration of this Indenture the Trustee shall deem it desirable
that a matter be proved or established prior to taking, suffering or omitting
any action hereunder, the Trustee (unless other evidence be herein specifically
prescribed) may, in the absence of bad faith on its part, conclusively rely upon
an Officers’ Certificate.


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


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


(f)            The
Trustee shall not be bound to make any investigation into the facts or matters
stated in any resolution, certificate, statement, instrument, opinion, report,
notice, request, direction, consent, order, bond, debenture, note or other
paper or 



 38
 








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
and shall incur no liability or additional liability of any kind by reason of
such inquiry or investigation.


(g)           The
Trustee may act through agents or attorneys and shall not be responsible for
the misconduct or negligence of any agent or attorney appointed with due care.


(h)           The
Trustee shall not be liable for any action it takes or omits to take in good
faith which it believes to be authorized or within its rights or powers.


(i)            The
Trustee shall not be required 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 its rights or powers, if it shall have
reasonable grounds for believing that repayment of such funds or adequate indemnity
against such risk or liability is not reasonably assured to it.


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


(k)           The
rights, privileges, protections, immunities and benefits given to the Trustee,
including, without limitation, its right to be indemnified, are extended to,
and shall be enforceable by, the Trustee in each of its capacities hereunder,
and each agent, custodian and other Person employed to act hereunder;


(l)            The
Trustee may request that the Company deliver an Officers’ Certificate setting
forth the names of individuals and/or titles of officers authorized at such
time to take specified actions pursuant to this Indenture, which Officers’
Certificate may be signed by any person authorized to sign an Officers’
Certificate, including any person specified so as authorized in any such
certificate previously delivered and not superseded.


Section
6.3            Trustee
May Hold Securities


The Trustee, any
Paying Agent, any 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 310(b) and 311 of the Trust Indenture Act, may
otherwise deal with the Company, an Affiliate or Subsidiary with the same rights
it would have if it were not Trustee, Paying Agent, Registrar or such other
agent.



 39
 








Section
6.4            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 with the Company.


Section
6.5            Trustee’s
Disclaimer


The recitals
contained herein and in the Securities, except the Trustee’s certificate of
authentication, shall be taken as the statements of the Company, and the
Trustee assumes no responsibility for their correctness.  The Trustee makes no representation as to the
validity or adequacy of this Indenture or the Securities.  The Trustee shall not be accountable for the
Company’s use of the proceeds from the Securities or for monies paid over to
the Company pursuant to the Indenture.


Section
6.6            Notice
of Defaults


If a Default
occurs and is continuing with respect to the Securities of any series and if it
is known to the Trustee, the Trustee shall, within 30 days after it occurs,
transmit, in the manner and to the extent provided in Section 313(c) of the
Trust Indenture Act (and, at the Company’s expense, shall cause to be published
at least once in an Authorized Newspaper), notice of all uncured Defaults known
to it; provided, however, that, except in the case of a Default
in payment on the Securities of any series, the Trustee may withhold the notice
if and so long as the board of directors, the executive committee or a
committee of its Responsible Officers in good faith determines that withholding
such notice is in the interests of Holders of Securities of that series; provided
further that, in the case of any default or breach of the character
specified in Section 5.1(3) with respect to the Securities of such series, no
such notice to Holders shall be given until at least 60 days after the
occurrence thereof.


Section
6.7            Reports
by Trustee to Holders


Within 60 days
after each May 15 of each year commencing with the first May 15 after the first
issuance of Securities pursuant to this Indenture, the Trustee shall transmit
by mail to all Holders of Securities as provided in Section 313(c) of the Trust
Indenture Act a brief report dated as of such May 15 if required by Section
313(a) of the Trust Indenture Act.  The
Trustee also shall comply with Section 313(b) and (d) of the Trust Indenture
Act, if applicable.


Section
6.8            Securityholder
Lists


The Trustee shall
preserve in as current a form as is reasonably practicable the most recent list
available to it of the names and addresses of Holders of Securities of each
series.  If the Trustee is not the
Registrar, the Company shall furnish to the Trustee semiannually on or before
the last day of June and December in each year, and at such other times as the
Trustee may request in writing, a list, in such form and as of such date as the
Trustee may reasonably require, containing all the information in the
possession of the Registrar, the Company or any 



 40
 








of its Paying Agents
other than the Trustee as to the names and addresses of Holders of Securities
of each such series.


Section 6.9            Compensation and
Indemnity


(a)           The Company shall pay
to the Trustee from time to time such compensation as shall be agreed between
the Company and the Trustee in writing for all services rendered by it
hereunder.  The Trustee’s compensation
shall not be limited by any law on compensation of a trustee of an express
trust.  The Company shall reimburse the
Trustee upon request for all reasonable out-of-pocket expenses incurred by it
in connection with the performance of its duties under this Indenture, except
any such expense as may be attributable to its negligence or bad faith.  Such expenses shall include the reasonable
compensation and expenses of the Trustee’s agents and counsel.


(b)           The Company shall
indemnify the Trustee, and any predecessor Trustee, for, and hold it harmless
against, any loss, liability or expense incurred by it without negligence or
bad faith on its part arising out of or in connection with its acceptance or
administration of the trust or trusts hereunder.  The Trustee shall notify the Company promptly
of any claim for which it may seek indemnity. 
The Company shall defend the claim and the Trustee shall cooperate in
the defense.  The Trustee may have
separate counsel and the Company shall pay the reasonable fees and expenses of
such counsel.  The Company need not pay
for any settlement made without its consent.


(c)           The Company need not
reimburse any expense or indemnify against any loss or liability incurred by
the Trustee through its negligence or bad faith.


(d)           To secure the payment
obligations of the Company pursuant to this Section, the Trustee shall have a
lien prior to the Securities of any series on all money or property held or
collected by the Trustee, except that held in trust to pay principal, premium,
if any, and interest on particular Securities.


(e)           when the Trustee incurs
expenses or renders services in connection with an Event of Default specified
in Section 5.1(5) or Section 5.1(6), the expenses (including the
reasonable charges and expenses of its counsel) and the compensation for the
services are intended to constitute expenses of administration under any
applicable Federal or state bankruptcy, insolvency or other similar law.


(f)            The provisions of this
Section shall survive the termination of this Indenture.


Section
6.10         Replacement
of Trustee


(a)           The resignation or
removal of the Trustee and the appointment of a successor Trustee shall become
effective only upon the successor Trustee’s acceptance of appointment as
provided in Section 6.11.



 41
 








(b)           The Trustee may resign
at any time with respect to the Securities of any 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 Trustee within 30 days after the giving of
such notice of resignation, the resigning Trustee may petition any court of
competent jurisdiction for the appointment of a successor Trustee with respect
to the Securities or such series.


(c)           The Holders of a
majority in aggregate principal amount of the Outstanding Securities of any
series may remove the Trustee with respect to that series by so notifying the
Trustee and the Company and may appoint a successor Trustee for such series
with the Company’s consent.


(d)           If at any time:


(1)           the
Trustee fails to comply with Section 310(b) of the Trust Indenture Act
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 310(a) of the Trust
Indenture Act and shall fail to resign after written request therefor by the
Company or by any Holder of a Security who has been a bona fide Holder of a
Security for at least six months; or


(3)           the
Trustee becomes incapable of acting, is adjudged a bankrupt or an insolvent or
a receiver or public officer takes charge of the Trustee or its property or
affairs for the purpose of rehabilitation, conservation or liquidation, then,
in any such case, (i) the Company by or pursuant to a Board Resolution may
remove the Trustee with respect to all Securities, or (ii) subject to
Section 315(e) of the Trust Indenture Act, any Holder who has been a bona
fide Holder of a Security for at least six months may, on behalf of himself and
all other 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 resigns
or is removed or if a vacancy exists in the office of Trustee for any reason,
with respect to Securities of one or more series, the Company, by or pursuant
to Board Resolution, shall promptly appoint a successor Trustee with respect to
the Securities of that or those series (it being understood that any such
successor Trustee may be appointed with respect to the Securities of one or
more or all of such series and that at any time there shall be only one Trustee
with respect to the Securities of any particular series) and shall comply with
the applicable requirements of Section 6.11.  If, within one year after such resignation,
removal or incapability, or the occurrence of such vacancy, a successor Trustee
with respect to the Securities of any series shall be appointed by Act of the
Holders of a majority in principal amount of the Outstanding Securities of such
series delivered to the Company and the retiring Trustee, the successor Trustee
so appointed shall, forthwith upon its acceptance of such appointment in
accordance with the applicable requirements of 



 42
 








Section 6.11, become
the successor Trustee with respect to the Securities of such series and to that
extent supersede the successor Trustee appointed by the Company.  If no successor Trustee with respect to the
Securities of any series shall have been so appointed by the Company or the
Holders and accepted appointment in the manner required by Section 6.11,
any Holder who has been a bona fide Holder of a Security of such series for at
least six months may, 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.


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 shall execute, acknowledge and deliver to the
Company and to the retiring Trustee an instrument accepting such
appointment.  Thereupon, the resignation
or removal of the retiring Trustee shall become effective, and the successor
Trustee, without further act, deed or conveyance, shall become vested with all
the rights, powers and duties of the retiring Trustee; but, on the request of
the Company or the successor Trustee, such retiring Trustee shall, upon payment
of its charges, execute and deliver an instrument transferring to such
successor Trustee all the rights, powers and trusts of the retiring Trustee and
shall duly assign, transfer and deliver to such successor Trustee all property
and money held by such retiring Trustee hereunder.


(b)           In case of the
appointment hereunder of a successor Trustee with respect to the Securities of
one or more (but not all) series, the Company, the retiring Trustee and such
successor Trustee shall execute and deliver an indenture supplemental hereto
wherein such successor Trustee shall accept such appointment and which
(i) shall contain such provisions as shall be necessary or desirable to
transfer and confirm to, and to vest in, such 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, (ii) 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 (iii) 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 



 43
 








such retiring Trustee
hereunder with respect to the Securities of that or those series to which the
appointment of such successor Trustee relates.


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


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


(e)           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 in the manner provided for notices to
the Holders of Securities in Section 1.6 and by publishing notice of such
event once in an Authorized Newspaper. 
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
6.12         Eligibility;
Disqualification


There shall at all
times be a Trustee hereunder which shall be eligible to act as Trustee under
Section 310(a)(1) of the Trust Indenture Act and shall have a combined
capital and surplus of at least $100 million. 
If such corporation publishes reports of condition at least annually,
pursuant to law or the requirements of Federal, State Territorial or District
of Columbia supervising or examining authority, then for the purposes of this
Section, the combined capital and surplus of such corporation shall be deemed
to be its combined capital and surplus as set forth in its most recent report
of condition so published.  If at any
time the Trustee shall cease to be eligible in accordance with the provisions
of this Section, it shall resign immediately in the manner and with the effect
hereinafter specified in this Article.


Section
6.13         Merger,
Conversion, Consolidation or Succession to Business


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



 44
 








Section
6.14         Appointment
of Authenticating Agent


The Trustee may
appoint an Authenticating Agent or Agents with respect to one or more series of
Securities which shall be authorized to act on behalf of the Trustee to
authenticate Securities of such series issued upon original issue exchange,
registration of transfer or partial redemption thereof, and Securities so
authenticated shall be entitled to the benefits of this Indenture and shall be
valid and obligatory for all purposes as if authenticated by the Trustee
hereunder.  Any such appointment shall be
evidenced by an instrument in writing signed by a Responsible Officer of the
Trustee, a copy of which instrument shall be promptly furnished to the
Company.  Wherever reference is made in
this Indenture to the authenticating 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, except
as may otherwise be provided pursuant to Section 3.1, shall at all times
be a bank or trust company or corporation organized and doing business and in
good standing under the laws of the United States of America or of any State or
the District of Columbia, authorized under such laws to act as Authenticating
Agent, having a combined capital and surplus of not less than $10 million and
subject to supervision or examination by Federal or State authorities.  If such Authenticating Agent publishes
reports of condition at least annually, pursuant to law or the requirements of
the aforesaid supervising or examining authority, then for the purposes of this
Section, the combined capital and surplus of such Authenticating Agent shall be
deemed to be its combined capital and surplus as set forth in its most recent
report of condition so published.  In
case at any time an Authenticating Agent shall cease to be eligible in
accordance with the provisions of this Section, such Authenticating Agent shall
resign immediately in the manner and with the effect specified in this Section.


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


An Authenticating
Agent for any series of Securities may at any time resign by giving written
notice of resignation to the Trustee for such series and to the Company.  The Trustee for any series of Securities may
at any time terminate the agency of an Authenticating Agent by giving written
notice of termination 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,
the Trustee for such series may appoint a successor Authenticating Agent which
shall be acceptable to the Company and shall give notice of such appointment to
all Holders of Securities of the series with respect to which such Authenticating
Agent will serve in the 



 45
 








manner set forth in
Section 1.6.  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 herein.  No successor Authenticating Agent shall be
appointed unless eligible under the provisions of this Section.


The Company agrees
to pay to each Authenticating Agent from time to time reasonable compensation, including
reimbursement of its reasonable expenses for its services under this Section.


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


This is one of the
Securities of a series issued under the within-mentioned Indenture.


	
  Dated:

  	
   

  	
   

  	
   

  	
  ,

  
	
   

  	
    as Trustee

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
   

  	
   

  
	
   

  	
   

  	
  as Authenticating Agent

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
   

  	
   

  
	
   

  	
   

  	
  Authorized Officer

  	
   

  
							



 


Section
6.15         Trustee’s
Application for Instructions From the Company


Any application by
the Trustee for written instructions from the Company may, at the option of the
Trustee, set forth in writing any action proposed to be taken or omitted by the
Trustee under this Indenture and the date on and/or after which such action
shall be taken or such omission shall be effective.  The Trustee shall not be liable for any action
taken by, or omission of, the Trustee in accordance with a proposal included in
such application on or after the date specified in such application (which date
shall not be less than fifteen Business Days after the date any officer of the
Company actually receives such application, unless any such officer shall have
consented in writing to any earlier date) unless prior to taking any such
action (or the effective date in the case of an omission), the Trustee shall
have received written instructions in response to such application specifying
the action to be taken or omitted.



 46
 








ARTICLE 7


Consolidation,
Merger or Sale by the Company


Section
7.1            Consolidation,
Merger or Sale of Assets Permitted


The Company may
merge or consolidate with or into any other corporation or sell, convey,
transfer, lease or otherwise dispose of all or substantially all of its assets
to any person, firm or corporation, if (i) (A) in the case of a
merger or consolidation, the Company is the surviving corporation or (B) in
the case of a merger or consolidation where the Company is not the surviving
corporation and in the case of any such sale, conveyance or other disposition,
the successor or acquiring corporation is a corporation organized and existing
under the laws of the United States or a State thereof and such corporation
expressly assumes by supplemental indenture all of the obligations of the
Company under the Securities and under this Indenture, (ii) immediately
thereafter, giving effect to such merger or consolidation, or such sale,
conveyance, transfer or other disposition, no Default or Event of Default shall
have occurred and be continuing and (iii) the company has delivered to the
Trustee an Officers’ Certificate and an Opinion of Counsel each stating that
such merger or consolidation, or such sale, conveyance, transfer or other
disposition, complies with this Article and that all conditions precedent
herein provided for relating to such transaction have been complied with.  In the event of the assumption by a successor
corporation of the obligations of the Company as provided in clause (i)(B) of
the immediately preceding sentence, such successor corporation shall succeed to
and be substituted for the Company hereunder and under the Securities and all
such obligations of the Company shall terminate.


Section
7.2            No
Limitations


Nothing contained
in this Indenture or in any of the Securities shall prevent the Company from
merging into itself any other corporation or entity (whether or not affiliated
with the Company) or acquiring by purchase or otherwise all or any part of the
property of any other corporation or entity (whether or not affiliated with the
Company).


ARTICLE 8


Supplemental
Indentures


Section
8.1            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 indentures
supplemental hereto, in form reasonably satisfactory to the Trustee, for any of
the following purposes:



 47
 








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


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


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


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


(5)           to
add to, change or eliminate any of the provisions of this Indenture, provided that any such addition, 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 entitled to the benefit of such provision; or


(6)           to
secure the Securities; or


(7)           to
establish the form or terms of Securities of any series as permitted by
Sections 2.1 and 3.2; or


(8)           to
evidence and provide for the acceptance of appointment hereunder by a successor
Trustee with respect to the Securities of one or more series and to add to or
change any of the provisions of this Indenture as shall be necessary to provide
for or facilitate the administration of the trusts hereunder by more than one
Trustee, pursuant to the requirements of Section 6.10; or


(9)           to
correct or supplement any provision herein which may be inconsistent with any
other provision herein, to cure any ambiguity or correct any mistake or to make
any other provisions with respect to matters or questions arising under this
Indenture, provided such action shall not
adversely affect the interests of the Holders of Securities of any series in
any material respect.


Section
8.2            With
Consent of Holders


With the written
consent of the Holders of a majority of the aggregate principal amount of the
Outstanding Securities of each series adversely affected by such supplemental
indenture, the Company and the Trustee may enter into an indenture or
indentures supplemental hereto to add any provisions to or to change or
eliminate any provisions of this 



 48
 








Indenture or of any other
indenture supplemental hereto or to modify the rights of the Holders of
Securities of each such series; provided, however, that without the consent of the
Holder of each Outstanding Security affected thereby, an amendment under this
Section may not:


(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 or any premium payable upon the redemption thereof, 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 5.2, or change the coin or currency in which, any
Securities or any premium or the interest thereon is payable, or impair the
right to institute suit for the enforcement of any such payment on or after the
Stated Maturity thereof (or, in the case of redemption, on or after the
Redemption Date);


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


(3)           change
any obligation of the Company to maintain an office or agency in the places and
for the purposes specified in Section 9.2; or


(4)           make
any change in Section 5.7 or this 8.2(a) except to increase any percentage
or to provide that certain other provisions of this Indenture cannot be
modified or waived with the consent of the Holders of each Outstanding Security
affected thereby.


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.


It is not
necessary under this Section 8.2 for the Holders to consent to the
particular form of any proposed supplemental indenture, but it is sufficient if
they consent to the substance thereof.


Section
8.3            Compliance
With Trust Indenture Act


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



 49
 








Section
8.4            Execution
of Supplemental Indentures


In executing, or
accepting the additional trusts created by, any supplemental indenture
permitted by this Article or the modification thereby of the trusts created by
this Indenture, the Trustee shall be entitled to receive, and 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 or immunities under this Indenture or otherwise.


Section
8.5            Effect
of Supplemental Indentures


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


Section
8.6            Reference
in Securities to Supplemental Indentures


Securities of any
series authenticated and delivered after the execution of any supplemental
indenture pursuant to this Article may, and shall if required by the Trustee,
bear a notation in form approved by the Trustee as to any matter provided for
in such supplemental indenture.  If the
Company 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.


ARTICLE 9


Covenants


Section
9.1            Payment
of Principal, Premium, if Any, 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 the Securities of that series in accordance with the terms
of the Securities of such series and this Indenture.  An installment of principal or interest shall
be considered paid on the date it is due if the Trustee or Paying Agent holds
on that date money designated for and sufficient to pay the installment.


Section
9.2            Maintenance
of Office or Agency


The Company will
maintain in each Place of Payment for any series of Securities an office or
agency where Securities of that series may be presented or surrendered for
payment, where Securities of that series may be surrendered for registration of
transfer or exchange and where notices and demands to or upon the Company in
respect of the Securities of that series 



 50
 








and this Indenture may be
served.  The Company will give prompt
written notice to the Trustee of the location, and any change in the location,
of any 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
Office of the Trustee, and the Company hereby appoints the Trustee as its agent
to receive all such presentations, surrenders, notices and demands.


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


Unless otherwise
specified as contemplated by Section 3.1, the Trustee shall initially
serve as Paying Agent.


Section
9.3            Money
for Securities to Be Held in Trust; Unclaimed Money


If the Company
shall at any time act as its own Paying Agent with respect to any series of
Securities, it will, on or before each due date of the principal of, premium,
if any, or interest on 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 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 in writing 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, 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 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, premium,
if any, or interest on the Securities; 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.



 51















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


Any money
deposited with the Trustee or any Paying Agent, or then held by the Company, in
trust for the payment of any principal, premium or interest on any Security of
any series and remaining unclaimed for two years after such principal, premium,
if any, or interest has become due and payable shall be paid to the Company on
Company Request, or (if then held by the Company) shall be discharged from such
trust; and the Holder of such Security shall thereafter, as an unsecured
general creditor, look only to the Company for payment thereof, and all
liability of the Trustee or such Paying Agent with respect to such trust money,
and all liability of the Company as trustee thereof, shall thereupon cease; 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, or cause to be mailed to such Holder, notice that such
money remains unclaimed and that, after a date specified therein, which shall
not be less than 30 days from the date of such publication, any unclaimed
balance of such money then remaining will be repaid to the Company.


Section
9.4            Corporate
Existence


Subject to
Article 7, the Company will at all times do or cause to be done all things
necessary to preserve and keep in full force and effect its corporate existence
and its rights and franchises; provided
that nothing in this Section 9.4 shall prevent the abandonment or
termination of any right or franchise of the Company if, in the opinion of the
Company, such abandonment or termination is in the best interests of the
Company and does not materially adversely affect the ability of the Company to
operate its business or to fulfill its obligations hereunder.


Section
9.5            Reports
by the Company


The Company
covenants:


(a)           to
file with the Trustee, within 15 days after the Company is required to file the
same with the Commission, copies of the annual reports and of the information,
documents and other reports (or copies of such portions of any of the foregoing
as the Commission may from time to time by rules and regulations prescribe)
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; or, if the Company is not required to file information, documents or
reports pursuant to either of such sections, then to file with the Trustee and
the Commission, in 



 52
 









accordance with rules and
regulations prescribed from time to time by the Commission, such of the
supplementary and periodic information, documents and reports which may be
required pursuant to section 13 of the Securities Exchange Act of 1934, as
amended, in respect of a security listed and registered on a national
securities exchange as may be prescribed from time to time in such rules and
regulations;


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


(c)           to
transmit to all Holders of Securities, within 30 days after the filing thereof
with the Trustee, in the manner and to the extent provided in section 313(c) of
the Trust Indenture Act, such summaries of any information, documents and
reports required to be filed by the Company pursuant to subsections (a) and (b)
of this Section 9.5, as may be required by rules and regulations
prescribed from time to time by the Commission.


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).


Section
9.6            Annual
Review Certificate; Notice of Default


The Company
covenants and agrees to deliver to the Trustee, within 120 days after the end
of each fiscal year of the Company, a brief certificate from the principal
executive officer, principal financial officer, or principal accounting officer
as to his or her knowledge of the Company’s compliance with all conditions and
covenants under this Indenture.  For
purposes of this Section 9.7, such compliance shall be determined without
regard to any period of grace or requirement of notice provided under this
Indenture.  The Company shall promptly
file with the Trustee written notice of occurrence of any Event of Default, and
in any event within 30 days of its becoming aware of any such Event of Default.


Section
9.7            Provision
of Financial Statements


If the Company is
not required to file with the Commission periodic reports and other information
pursuant to section 13(a), 13(c) or 15(d) of the Securities Exchange Act of
1934, the Company shall furnish without cost to each Holder and file with the
Trustee (i) within 135 days after the end of each fiscal year, annual
reports containing the information required to be contained in Items 1, 2,
3, 5, 6, 7, 8 and 9 of Form 10-K promulgated under the Securities 



 53
 









Exchange Act of 1934, or
substantially the same information required to be contained in comparable items
of any successor form, (ii) within 60 days after the end of each of the
first three fiscal quarters of each fiscal year, quarterly reports containing
the information required to be contained in Form 10-Q promulgated under
the Securities Exchange Act of 1934, or substantially the same information
required to be contained in any successor form and (iii) promptly from the
time after the occurrence of an event required to be therein reported, such
other reports containing information required to be contained in Form 8-K
promulgated under the Securities Exchange Act of 1934, or substantially the
same information required to be contained in any successor form.  The Company shall also make such reports
available to prospective purchasers of the Securities, securities analysts and
broker-dealers upon their request.


Section
9.8            Limitations
on Liens


The Company will
not create, assume, incur or guarantee, and will not permit any Restricted
Subsidiary to create, assume, incur or guarantee, any Secured Indebtedness
without making provision whereby all the Securities shall be secured equally
and ratably with (or prior to) such Secured Indebtedness (together with, if the
Company shall so determine, any other Indebtedness of the Company or such
Restricted Subsidiary then existing or thereafter created which is not
subordinate to the Securities) so long as such Secured Indebtedness shall be
outstanding unless such Secured Indebtedness, when added to (a) the aggregate
amount of all Secured Indebtedness then outstanding (not including in this
computation Secured Indebtedness if the Securities are secured equally and ratably
with (or prior to) such Secured Indebtedness and further not including in this
computation any Secured Indebtedness which is concurrently being retired) and
(b) the aggregate amount all Attributable Debt then outstanding pursuant to
Sale and Leaseback Transactions entered into by the Company after                     ,
200    , or entered into by a Restricted Subsidiary after                     ,
200    , or, if later, the date on which it became a
Restricted Subsidiary (not including in this computation any Attributable Debt
which is concurrently being retired), would not exceed 15% of Consolidated Net
Tangible Assets.


Section
9.9            Limitations
on Sales and Leasebacks.


The Company will
not, and will not permit any Restricted Subsidiary to, enter into any Sale and
Leaseback Transaction unless (a) the sum of (i) the Attributable Debt to be
outstanding pursuant to such Sale and Leaseback Transaction, (ii) all
Attributable Debt then outstanding pursuant to all other Sale and Leaseback
Transactions entered into by the Company after                     ,
200    , or, or entered into by a Restricted Subsidiary
after                     ,
200    , or, if later, the date on which it became a
Restricted Subsidiary and (iii) the aggregate of all Secured Indebtedness then
outstanding (not including in this computation Secured Indebtedness if the
Securities are secured equally and ratably with (or prior to) such Secured
Indebtedness) would not exceed 15% of Consolidated Net Tangible Assets, or (b)
an amount equal to the greater of (i) the net proceeds to the Company or the
Restricted Subsidiary of the sale of the Principal Property sold and leased
back pursuant to such Sale and Leaseback Transaction and (ii) the amount of
Attributable Debt to be outstanding pursuant to 



 54
 









such Sale and Leaseback
Transaction is applied to the retirement of Funded Debt of the Company or any
Restricted Subsidiaries (other than Funded Debt which is subordinate to the
Securities or which is owing to the Company or any Restricted Subsidiaries) within
180 days after the consummation of such Sale and Leaseback Transaction.


ARTICLE
10



Redemption


Section
10.1         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 3.1 for Securities of any series) in accordance with this
Article.


Section
10.2         Election
to Redeem; Notice to Trustee


The election of
the Company to redeem any Securities shall be evidenced by or pursuant to a
Board Resolution or any Officers’ Certificate. 
In the case of any redemption at the election of the Company of less
than all the Securities, if any, of any series, the Company shall, at least 45
days 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, of the principal amount of Securities of such series to be redeemed and,
if applicable, of the tenor of the Securities to be redeemed.  In the case of any redemption of Securities
(i) prior to the expiration of any restriction on such redemption provided
in the terms of such Securities or elsewhere in this Indenture or
(ii) pursuant to an election of the Company which is subject to a
condition specified in the terms of such Securities, the Company shall furnish
the Trustee with an Officers’ Certificate evidencing compliance with such
restriction or condition.


Section
10.3         Selection
of Securities to Be Redeemed


Unless otherwise
specified as contemplated by Section 3.1, if less than all the Securities
of a series with the same original issue date, interest rate and Stated
Maturity are to be redeemed, the Trustee, not more than 45 days prior to the
redemption date, shall select the Securities of the series to be redeemed in
such manner as the Trustee shall deem fair and appropriate.  The Trustee shall make the selection from
Securities of the series that are Outstanding and that have not previously been
called for redemption and 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. 
The Trustee shall promptly notify the Company in writing of the
Securities selected by the Trustee for redemption and, in the case of any
Securities selected for partial redemption, the principal amount thereof to be
redeemed.


For 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 



 55
 









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
10.4         Notice
of Redemption


Unless otherwise
specified as contemplated by Section 3.1, notice of redemption shall be
given in the manner provided in Section 1.6 not less than 30 days nor more
than 60 days prior to the Redemption Date to the Holders of the Securities to
be redeemed.  Notice of redemption shall
also be published by the Company in an Authorized Newspaper once in each of four
successive calendar weeks, the first publication to be not less than
30 nor more than 60 days before the Redemption Date.


All notices of
redemption shall state:


(1)           the
Redemption Date;


(2)           the
Redemption Price;


(3)           if
fewer than all the Outstanding Securities of a series are to be redeemed, the
identification (and, in the case of partial redemption, the principal amounts)
of the particular Security or Securities to be redeemed;


(4)           in
case any Security is to be redeemed in part only, the notice which relates to
such Security shall state that on and after the Redemption Date, upon surrender
of such Security, the holder will receive, without a charge, a new Security or
Securities of authorized denominations for the principal amount thereof
remaining unredeemed;


(5)           the
Place or Places of Payment where such Securities maturing after the Redemption
Date, are to be surrendered for payment for the Redemption Price;


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


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


(8)           that
the redemption is for a sinking fund, if such is the case; and


(9)           CUSIP
number.


Notice of
redemption of Securities to be redeemed shall be given by the Company or, at
the Company’s written request delivered at least 15 days prior to the date such
notice is to be given (unless a shorter period shall be acceptable to the
Trustee), by the Trustee in the name and at the expense of the Company.



 56
 









Section
10.5         Deposit
of Redemption Price


On or prior to
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 9.3) an amount of money sufficient to pay
on the Redemption Date the Redemption Price of, and (unless the Redemption Date
shall be an Interest Payment Date) interest accrued to the Redemption Date on,
all Securities or portions thereof which are to be redeemed on that date.


Unless any
Security by its terms prohibits any sinking fund payment obligation from being satisfied
by delivering and crediting Securities (including Securities redeemed otherwise
than through a sinking fund), the Company may deliver such Securities to the
Trustee for crediting against such payment obligation in accordance with the
terms of such Securities and this Indenture.


Section 10.6         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. 
Except as provided in the next succeeding paragraph, 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 to the Redemption Date; provided, however, that, unless
otherwise specified as contemplated by Section 3.1, installments of
interest on Securities whose Stated Maturity is 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 3.7.


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


Section
10.7         Securities
Redeemed in Part


Upon surrender of
a Security that is redeemed in part at any Place of Payment therefor (with, if
the Company or the Trustee so required, 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),
the Company shall execute and the Trustee shall authenticate and deliver to the
Holder of that Security, without service charge, a new Security or Securities
of the same series, the same form and the same Maturity in any authorized
denomination equal in aggregate principal amount to the unredeemed portion of
the principal of the Security surrendered.



 57
 









ARTICLE 11



Sinking Funds


Section 11.1         Applicability of Article


The provisions of
this Article shall be applicable to any sinking fund for the retirement of
Securities of a series except as otherwise specified as contemplated by
Section 3.1 for Securities of such series.


The minimum amount
of any sinking fund payment provided for by the terms of Securities of any
series is herein referred to as a “mandatory sinking fund payment,” and any
payment in excess of such minimum amount provided for by the terms of
Securities of any series is herein referred to as an “optional sinking fund
payment.”  If provided for by the terms
of Securities of any series, the cash amount of any sinking fund payment may be
subject to reduction as provided in Section 11.2.  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 11.2         Satisfaction of Sinking
Fund Payments With Securities


The Company
(i) may deliver Outstanding Securities of a series (other than any
previously called for redemption) and (ii) 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 fund payment shall be reduced accordingly.


Section 11.3         Redemption of Securities
for Sinking Fund


Not less than 60
days prior to each sinking fund payment date for any series of Securities, the
Company will deliver to the Trustee an Officers’ Certificate specifying the
amount of the next ensuing sinking fund payment for that series pursuant to the
terms of that series, the portion thereof, if any, which is to be satisfied by
payment of cash and the portion thereof, if any, which is to be satisfied by
delivering and crediting Securities of that series pursuant to
Section 11.2 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 10.3 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 10.4.  Such notice having
been 



 58
 









duly given, the
redemption of such Securities shall be made upon the terms and in the manner
stated in Sections 10.6 and 10.7.



 59
 









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


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.


	
  

  	
  DIGIMARC CORPORATION

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   Title:

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  , TRUSTEE

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  
	
   Title:

  	
   

  
								



 



 60















EXHIBIT A

FORM OF FACE OF SECURITY


[If the
Security is an Original Issue Discount Security, insert—FOR PURPOSES OF
SECTIONS 1273 AND 1275 OF THE UNITED STATES INTERNAL REVENUE CODE, THE AMOUNT
OF ORIGINAL ISSUE DISCOUNT ON THIS SECURITY IS    % OF ITS PRINCIPAL AMOUNT AND THE ISSUE
DATE IS        , 200  [, — AND]
THE YIELD TO MATURITY IS      %.  [THE METHOD USED TO DETERMINE THE YIELD IS                AND THE AMOUNT OF ORIGINAL ISSUE
DISCOUNT APPLICABLE TO THE SHORT ACCRUAL PERIOD OF            , 200  TO              ,    200  IS    % OF THE PRINCIPAL AMOUNT OF THIS
SECURITY.]]


DIGIMARC CORPORATION


	
  

  	
  CUSIP:

  
	
   

  	
   

  
	
  $

  	
  No.

  
			



 


DIGIMARC
CORPORATION, a corporation duly organized and existing under the laws of the
State of Delaware (herein called the “Company,” which term includes any
successor corporation under the Indenture hereinafter referred to), for value
received, hereby promises to pay to


or registered assigns, the principal sum of                             Dollars on                   [If the Security is to bear interest prior
to Maturity, insert—, and to pay interest thereon from          or from the most recent Interest
Payment Date to which interest has been paid or duly provided for, semiannually
on           and                in each year, commencing
                ,  [If the Security is to bear interest at a
fixed rate, insert—at the rate of   
% per annum] [if the Security is to bear interest at an adjustable
rate, insert—at a rate per annum computed or determined in accordance with
the provisions below], until the principal hereof is paid or made available for
payment [If applicable, insert—, and (to the extent that the payment of
such interest shall be legally enforceable) at the rate of    % per annum on any overdue principal and
premium and on any overdue installment of interest].  The interest so payable, and punctually paid
or duly provided for, on any Interest Payment Date will, as provided in such
Indenture, be paid to the Person in whose name this Security (or one or more
Predecessor Securities) is registered at the close of business on the Regular
Record Date for such interest, which shall be the     or   
(whether or not a Business Day), as the case may be, next preceding such
Interest Payment Date.  Any such interest
not so punctually paid or duly provided for will forthwith cease to be payable
to the Holder on such Regular Record Date and may either be paid to the Person
in whose name this Security (or one or more Predecessor Securities) is
registered at the close of business on a Special Record Date for the payment of
such Defaulted Interest to be fixed by the Trustee, notice whereof shall be
given to Holders of Securities of this series not less than 10 days prior to
such Special Record Date, or be paid at any time in any other lawful manner not
inconsistent with the requirements of any securities exchange on which the
Securities of 



 A-1
 









this series may be listed, and upon such notice as may
be required by such exchange, all as more fully provided in said Indenture].


[If the
Security is not to bear interest prior to Maturity, insert—The principal of
this Security shall not bear interest except in the case of a default in
payment of principal upon acceleration or redemption or at the Stated Maturity
and in such case the overdue principal of this Security shall bear interest at
the rate of       % per annum (to the
extent that the payment of such interest shall be legally enforceable), which
shall accrue from the date of such default in payment to the date payment of
such principal has been made or duly provided for.  Interest on any overdue principal shall be
payable on demand.  Any such interest on
any overdue principal that is not so paid on demand shall bear interest at the
rate of           %
per annum (to the extent that the payment of such interest shall be legally
enforceable), which shall accrue from the date of such demand for payment to
the date payment of such interest has been made or duly provided for, and such
interest shall also be payable on demand.]


Payment of the
principal of (and premium, if any, on) and [if applicable, insert—any
such] interest on this Security will be made at the office or agency of the
Company maintained for that purpose in such coin or currency of the United
States of America as at the time of payment is legal tender for payment of
public and private debts [if applicable, insert—; provided, however, that at the
option of the Company payment of interest may be made by check mailed on or
before the relevant Interest Payment Date to the address of the Person entitled
thereto as such address shall appear in the Register].


Reference is
hereby made to the further provisions of this Security set forth on the reverse
hereof, which further provisions shall for all purposes have the same effect as
if set forth at this place.


Unless the
certificate of authentication hereon has been executed by the Trustee referred
to on the reverse hereof by manual signature, this Security shall not be
entitled to any benefit under the Indenture or be valid or obligatory for any
purpose.


IN WITNESS
WHEREOF, the Company has caused this instrument to be duly executed.


	
  Dated:

  
	
   

  	
  DIGIMARC
  CORPORATION

  
	
   

  	
   

  
	
   

  	
  By

  	
   

  	
   

  



 



 A-2
 









FORM OF REVERSE OF SECURITY


This Security is one of a
duly authorized issue of securities of the Company (herein called the “Securities”)
issued and to be issued in one or more series under an Indenture, dated as of                       ,
200     (herein called the “Indenture”), between the
Company (which term includes any successor corporation under the Indenture) and
                                                  ,
as Trustee (herein called the “Trustee,” which term includes any successor
trustee under the Indenture with respect to the series of which this Security
is a part), to which the Indenture and all indentures supplemental thereto
reference is hereby made for a statement of the respective rights, limitations
of rights, duties and immunities thereunder of the Company, the Trustee and the
Holders of the Securities and of the terms upon which the Securities are, and
are to be, authenticated and delivered. 
This Security is one of the series designated on the face hereof[,
limited in aggregate principal amount to $         ].


[If applicable, insert—The Securities of this
series are subject to redemption upon not less than 30 days’ notice by mail, [if
applicable, insert—(1) on                       
in any year commencing with the year                     
and ending with the year             
       at a Redemption Price equal to     % of the principal amount and (2)] at
any time [on or after 200  ], as a whole or in part, at the election
of the Company, at the following Redemption Prices (expressed as percentages of
the principal amount):  If redeemed [on
or before             ,
   %, and if redeemed] during the
12-month period beginning                   
of the years indicated,


	
  Year

  	
   

  	
  Redemption Price

  	
   

  	
  Year

  	
   

  	
  Redemption Price

  	
   

  
	
     

  	
   

  	
     

  	
   

  	
     

  	
   

  	
     

  	
   

  
	
     

  	
   

  	
     

  	
   

  	
     

  	
   

  	
     

  	
   

  
	
     

  	
   

  	
     

  	
   

  	
     

  	
   

  	
     

  	
   

  



 


and thereafter at a Redemption Price equal to     %
of the principal amount, together in the case of any such redemption with
accrued interest to the Redemption Date, but interest installments whose Stated
Maturity is on or prior to such Redemption Date will be payable to the Holders
of such Securities, or one or more Predecessor Securities, of record at the
close of business on the relevant Regular Record Dates referred to on the face
hereof, all as provided in the Indenture.]


[If applicable, insert—The Securities of this
series are subject to redemption upon not less than 30 days’ notice by mail,
(1) on                       
in any year commencing with the year                         
and ending with the year                   
through operation of the sinking fund for this series at the Redemption Prices
for redemption through operation of the sinking fund (expressed as percentages
of the principal amount) set forth in the table below and (2) at any time [on
or after                        ],
as a whole or in part, at the election of the Company, at the Redemption Prices
for redemption otherwise than through operation of the sinking fund (expressed
as percentages of the principal amount) set forth in the table below:  If redeemed 



 A-3
 









during the 12-month period beginning                           
of the years indicated,




	
  Year

  	
   

  	
  Redemption Price for Redemption

  Through Operation of the 

  Sinking Fund

  	
   

  	
  Redemption Price for Redemption

  Otherwise Than Through

  Operation of the Sinking Fund

  	
   

  
	
     

  	
   

  	
     

  	
   

  	
     

  	
   

  
	
     

  	
   

  	
     

  	
   

  	
     

  	
   

  
	
     

  	
   

  	
     

  	
   

  	
     

  	
   

  






 


and thereafter at a Redemption Price equal to         %
of the principal amount, together in the case of any such redemption (whether
through operation of the sinking fund or otherwise) with accrued interest to
the Redemption Date, but interest installments whose Stated Maturity is on or
prior to such Redemption Date will be payable to the Holders of such Securities,
or one or more Predecessor Securities, of record at the close of business on
the relevant Regular Record Dates referred to on the face hereof, all as
provided in the Indenture.]


[Notwithstanding
the foregoing, the Company may not, prior to                     ,
redeem any Securities of this series as contemplated by [Clause (2) of] the
preceding paragraph as a part of, or in anticipation of, any refunding
operation by the application, directly or indirectly, of moneys borrowed having
an interest cost to the Company (calculated in accordance with generally
accepted financial practice) of less than       %
per annum.]


[The sinking fund
for this series provides for the redemption on                     
in each year beginning with the year                                
and ending with the year                         
of [not less than] $                        
[(“mandatory sinking fund”)] and not more than $                        
aggregate principal amount of Securities of this series.  [Securities of this series acquired or
redeemed by the Company otherwise than through [mandatory] sinking fund
payments may be credited against subsequent [mandatory] sinking fund payments
otherwise required to be made in the [describe order] order in which
they become due.]]


[In the event of
redemption of this Security in part only, a new Security or Securities of this
series for the unredeemed portion hereof will be issued in the name of the
Holder hereof upon the cancellation hereof.]


[If applicable,
insert—The Securities of this series are subject to the covenant defeasance
provisions set forth in Article Four of the Indenture.]


[If the
Security is not an Original Issue Discount Security, insert—If an Event of
Default with respect to Securities of this series shall occur and be
continuing, the principal of the Securities of this series may be declared due
and payable in the manner and with the effect provided in the Indenture.]


[If the
Security is an Original Issue Discount Security, insert—If an Event of
Default with respect to Securities of this series shall occur and be
continuing, an amount of principal of the Securities of this series may be
declared due and payable in the manner and with the 



 A-4
 









effect provided in the
Indenture.  Such amount shall be equal to—insert formula for determining the amount.  Upon payment (i) of the amount of principal
so declared due and payable and (ii) of interest on any overdue principal and
overdue interest (in each case to the extent that the payment of such interest
shall be legally enforceable), all the Company’s obligations in respect of the
payment of the principal of and interest, if any, on the Securities of this
series shall terminate.]


The Indenture
permits, with certain exceptions as therein provided, the amendment thereof and
the modification of the rights and obligations of the Company and the rights of
the Holders of the Securities of each series to be affected under the Indenture
at any time by the Company and the Trustee with the consent of the Holders of a
majority in principal amount of the Outstanding Securities of each series to be
affected.  The Indenture also contains
provisions permitting the Holders of specified percentages in principal amount
of the Outstanding Securities of each series, on behalf of the Holders of all
Outstanding Securities of such series, to waive compliance by the Company with
certain provisions of the Indenture and certain past defaults under the
Indenture and their consequences.  Any
such consent or waiver by the Holder of this Security shall be conclusive and
binding upon such Holder and upon all future Holders of this Security and of
any Security issued upon the registration of transfer hereof or in exchange or
in lieu hereof, whether or not notation of such consent or waiver is made upon
this Security.


No reference
herein to the Indenture and no provision of this Security or of the Indenture
shall alter or impair the obligation of the Company, which is absolute and
unconditional, to pay the amount of principal of (and premium, if any, on) and
interest, if any, on this Security herein provided, and at the times, place and
rate, and in the coin or currency, herein prescribed.


As provided in the
Indenture and subject to certain limitations therein set forth, the transfer of
this Security is registrable in the Security Register, upon surrender of this
Security for registration of transfer at the office or agency of the Company in
any place where the principal of (and premium, if any, on) and interest, if
any, on this Security are payable, duly endorsed by, or accompanied by a
written instrument of transfer in form satisfactory to the Company and the
Security Registrar duly executed by, the Holder hereof or his attorney duly
authorized in writing, and thereupon one or more new Securities of this series,
of authorized denominations and for the same aggregate principal amount, will
be issued to the designated transferee or transferees.


The Securities of
this series are issuable only in registered form without coupons in
denominations of $                    
and any integral multiple thereof.  As
provided in the Indenture and subject to certain limitations therein set forth,
Securities of this series are exchangeable for a like aggregate principal
amount of Securities of this series of different authorized denominations as
requested by the Holder surrendering the same.



 A-5
 









No service charge
shall be made for any such registration of transfer or exchange, but the
Company may require payment of a sum sufficient to cover any tax or other
governmental charge payable in connection therewith.


Prior to due
presentment of this 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 this Security is registered as the owner hereof for all purposes,
whether or not this Security be overdue, and neither the Company nor the
Trustee nor any such agent shall be affected by notice to the contrary.


All terms used in this Security which are defined in
the Indenture shall have the meanings assigned to them in the Indenture.


This is one of the
Securities of a series issued under the within-mentioned Indenture.


	
  Date:

  	
   

  	
   

  	
   

  	
  ,

  
	
   

  	
  as Trustee

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
   

  	
   

  
	
   

  	
  Authorized
  Signatory

  
								



 



 A-6