Exhibit 4.5


 


RIGEL PHARMACEUTICALS, INC.

Issuer


 


AND


 


WELLS FARGO BANK, N.A.,

Trustee


 


 












 


INDENTURE


 


Dated as of [•], 200   


 












 


Senior Debt Securities


 

















 


TABLE OF CONTENTS


 


	
  ARTICLE 1

  	
  DEFINITIONS

  	
   

  
	
   

  	
   

  
	
   

  	
  Section 1.01

  	
  Definitions of
  Terms

  	
   

  
	
   

  	
   

  
	
  ARTICLE 2

  	
  ISSUE, DESCRIPTION, TERMS, EXECUTION,
  REGISTRATION AND EXCHANGE OF SECURITIES

  	
   

  
	
   

  	
   

  
	
   

  	
  Section 2.01

  	
  Designation
  and Terms of Securities

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Section 2.02

  	
  Form
  of Securities and Trustee’s Certificate

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Section 2.03

  	
  Denominations:
  Provisions for Payment

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Section 2.04

  	
  Execution
  and Authentications

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Section 2.05

  	
  Registration
  of Transfer and Exchange

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Section 2.06

  	
  Temporary
  Securities

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Section 2.07

  	
  Mutilated, Destroyed, Lost or Stolen
  Securities

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Section 2.08

  	
  Cancellation

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Section 2.09

  	
  Benefits of
  Indenture

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Section 2.10

  	
  Authenticating
  Agent

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Section 2.11

  	
  Global Securities

  	
   

  
	
   

  	
   

  
	
  ARTICLE 3

  	
  REDEMPTION OF SECURITIES AND SINKING
  FUND PROVISIONS

  	
   

  
	
   

  	
   

  
	
   

  	
  Section 3.01

  	
  Redemption

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Section 3.02

  	
  Notice of
  Redemption

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Section 3.03

  	
  Payment Upon
  Redemption

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Section 3.04

  	
  Sinking Fund

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Section 3.05

  	
  Satisfaction
  of Sinking Fund Payments with Securities

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Section 3.06

  	
  Redemption
  of Securities for Sinking Fund

  	
   

  
	
   

  	
   

  
	
  ARTICLE 4

  	
  COVENANTS

  	
   

  
	
   

  	
   

  
	
   

  	
  Section 4.01

  	
  Payment of Principal, Premium and
  Interest

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Section 4.02

  	
  Maintenance
  of Office or Agency

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Section 4.03

  	
  Paying Agents

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Section 4.04

  	
  Appointment
  to Fill Vacancy in Office of Trustee

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Section 4.05

  	
  Compliance
  with Consolidation Provisions

  	
   

  
	
   

  	
   

  
	
  ARTICLE 5

  	
  SECURITYHOLDERS’ LISTS AND REPORTS BY
  THE COMPANY AND THE TRUSTEE

  	
   

  
					



 


i

















 


	
   

  	
  Section 5.01

  	
  Company
  to Furnish Trustee Names and Addresses of Securityholders

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Section 5.02

  	
  Preservation
  Of Information; Communications With Securityholders

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Section 5.03

  	
  Reports by
  the Company

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Section 5.04

  	
  Reports by
  the Trustee

  	
   

  
	
   

  	
   

  
	
  ARTICLE 6

  	
  REMEDIES OF THE TRUSTEE AND
  SECURITYHOLDERS ON EVENT OF DEFAULT

  	
   

  
	
   

  	
   

  
	
   

  	
  Section 6.01

  	
  Events of Default

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Section 6.02

  	
  Collection
  of Indebtedness and Suits for Enforcement by Trustee

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Section 6.03

  	
  Application
  of Moneys Collected

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Section 6.04

  	
  Limitation on
  Suits

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Section 6.05

  	
  Rights
  and Remedies Cumulative; Delay or Omission Not Waiver

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Section 6.06

  	
  Control
  by Securityholders

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Section 6.07

  	
  Undertaking
  to Pay Costs

  	
   

  
	
   

  	
   

  
	
  ARTICLE 7

  	
  CONCERNING THE TRUSTEE

  	
   

  
	
   

  	
   

  
	
   

  	
  Section 7.01

  	
  Certain
  Duties and Responsibilities of Trustee

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Section 7.02

  	
  Certain
  Rights of Trustee

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Section 7.03

  	
  Trustee
  Not Responsible for Recitals or Issuance or Securities

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Section 7.04

  	
  May Hold
  Securities

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Section 7.05

  	
  Moneys Held in
  Trust

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Section 7.06

  	
  Compensation
  and Reimbursement

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Section 7.07

  	
  Reliance
  on Officers’ Certificate

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Section 7.08

  	
  Disqualification;
  Conflicting Interests

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Section 7.09

  	
  Corporate
  Trustee Required; Eligibility

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Section 7.10

  	
  Resignation
  and Removal; Appointment of Successor

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Section 7.11

  	
  Acceptance
  of Appointment By Successor

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Section 7.12

  	
  Merger, Conversion, Consolidation or
  Succession to Business

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Section 7.13

  	
  Preferential
  Collection of Claims Against the Company

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Section 7.14

  	
  Notice of Default

  	
   

  
					



 


ii

















 


	
  ARTICLE 8

  	
  CONCERNING THE SECURITYHOLDERS

  	
   

  
	
   

  	
   

  
	
   

  	
  Section 8.01

  	
  Evidence
  of Action by Securityholders

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Section 8.02

  	
  Proof
  of Execution by Securityholders

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Section 8.03

  	
  Who May be
  Deemed Owners

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Section 8.04

  	
  Certain
  Securities Owned by Company Disregarded

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Section 8.05

  	
  Actions
  Binding on Future Securityholders

  	
   

  
	
   

  	
   

  
	
  ARTICLE 9

  	
  SUPPLEMENTAL INDENTURES

  	
   

  
	
   

  	
   

  
	
   

  	
  Section 9.01

  	
  Supplemental
  Indentures Without the Consent of Securityholders

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Section 9.02

  	
  Supplemental
  Indentures With Consent of Securityholders

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Section 9.03

  	
  Effect
  of Supplemental Indentures

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Section 9.04

  	
  Securities
  Affected by Supplemental Indentures

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Section 9.05

  	
  Execution
  of Supplemental Indentures

  	
   

  
	
   

  	
   

  
	
  ARTICLE 10

  	
  SUCCESSOR ENTITY

  	
   

  
	
   

  	
   

  
	
   

  	
  Section 10.01

  	
  Company May Consolidate, Etc.

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Section 10.02

  	
  Successor
  Entity Substituted

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Section 10.03

  	
  Evidence of Consolidation, Etc. to
  Trustee

  	
   

  
	
   

  	
   

  
	
  ARTICLE 11

  	
  SATISFACTION AND DISCHARGE

  	
   

  
	
   

  	
   

  
	
   

  	
  Section 11.01

  	
  Satisfaction
  and Discharge of Indenture

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Section 11.02

  	
  Discharge
  of Obligations

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Section 11.03

  	
  Deposited
  Moneys to be Held in Trust

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Section 11.04

  	
  Payment
  of Moneys Held by Paying Agents

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Section 11.05

  	
  Repayment to
  Company

  	
   

  
	
   

  	
   

  
	
  ARTICLE 12

  	
  IMMUNITY OF INCORPORATORS,
  STOCKHOLDERS, OFFICERS AND DIRECTORS

  	
   

  
	
   

  	
   

  
	
   

  	
  Section 12.01

  	
  No Recourse

  	
   

  
	
   

  	
   

  
	
  ARTICLE 13

  	
  MISCELLANEOUS PROVISIONS

  	
   

  
	
   

  	
   

  
	
   

  	
  Section 13.01

  	
  Effect
  on Successors and Assigns

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Section 13.02

  	
  Actions by
  Successor

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Section 13.03

  	
  Surrender
  of Company Powers

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Section 13.04

  	
  Notices

  	
   

  
					



 


iii

















 


	
   

  	
  Section 13.05

  	
  Governing Law

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Section 13.06

  	
  Treatment
  of Securities as Debt

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Section 13.07

  	
  Certificates
  and Opinions as to Conditions Precedent

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Section 13.08

  	
  Payments
  on Business Days

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Section 13.09

  	
  Conflict
  with Trust Indenture Act

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Section 13.10

  	
  Counterparts

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Section 13.11

  	
  Separability

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Section 13.12

  	
  Compliance
  Certificates

  	
   

  



 


 


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


 


iv

















 


INDENTURE


 


INDENTURE, dated as of [•], 200   , among RIGEL PHARMACEUTICALS, INC.,  a Delaware corporation (the “Company”),
and WELLS FARGO BANK, N.A., as
trustee (the “Trustee”):


 


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


 


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


 


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


 


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


 


ARTICLE 1


 


DEFINITIONS


 


Section 1.01                            Definitions of Terms.


 


The terms defined in this
Section (except as in this Indenture or any indenture supplemental hereto
otherwise expressly provided or unless the context otherwise requires) for all
purposes of this Indenture and of any indenture supplemental hereto shall have
the respective meanings specified in this Section and shall include the
plural as well as the singular.  All
other terms used in this Indenture that are defined in the Trust Indenture Act
of 1939, as amended, or that are by reference in such Act defined in the Securities
Act of 1933, as amended (except as herein or any indenture supplemental hereto
otherwise expressly provided or unless the context otherwise requires), shall
have the meanings assigned to such terms in said Trust Indenture Act and in
said Securities Act as in force at the date of the execution of this
instrument.


 


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


 


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


 


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


 

















 


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


 


“Business Day” means,
with respect to any series of Securities, any day other than a day on which
federal or state banking institutions in the Borough of Manhattan, the City of
New York, or in the city of the Corporate Trust Office of the Trustee, are
authorized or obligated by law, executive order or regulation to close.


 


“Certificate” means a
certificate signed by any Officer.  The
Certificate need not comply with the provisions of Section 13.07.


 


“Company” means RIGEL PHARMACEUTICALS, INC., a corporation
duly organized and existing under the laws of the State of Delaware, and,
subject to the provisions of Article Ten, shall also include its
successors and assigns.


 


“Corporate Trust Office”
means the office of the Trustee at which, at any particular time, its corporate
trust business shall be principally administered, which office at the date
hereof is located at Wells Fargo Bank, N.A., Sixth & Marquette, MAC
N9303-120, Minneapolis, MN 55479, except that whenever a provision herein
refers to an office or agency of the Trustee in the Borough of Manhattan, The
City of New York, such office is located, at the date hereof, at Wells Fargo
Corporate Trust,
c/o The Depository Trust Company,
1st Floor - TADS Department, 55 Water
Street, New York, NY  10041.


 


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


 


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


 


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


 


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


 


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


 


“Governmental Obligations”
means securities that are (a) direct obligations of the United States of
America for the payment of which its full faith and credit is pledged or (b)
obligations of a Person controlled or supervised by and acting as an agency or
instrumentality of the United


 

















 


States of America, the payment of which is unconditionally guaranteed
as a full faith and credit obligation by the United States of America that, in
either case, are not callable or redeemable at the option of the issuer thereof
at any time prior to the stated maturity of the Securities, and shall also
include a depositary receipt issued by a bank or trust company as custodian
with respect to any such Governmental Obligation or a specific payment of
principal of or interest on any such Governmental Obligation held by such
custodian for the account of the holder of such depositary receipt; provided,
however, that (except as required by law) such custodian is not authorized to
make any deduction from the amount payable to the holder of such depositary
receipt from any amount received by the custodian in respect of the
Governmental Obligation or the specific payment of principal of or interest on
the Governmental Obligation evidenced by such depositary receipt.


 


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


 


“Indenture” means this
instrument as originally executed or as it may from time to time be
supplemented or amended by one or more indentures supplemental hereto entered
into in accordance with the terms hereof.


 


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


 


“Officer” means, with
respect to the Company, the chairman of the Board of Directors, a chief
executive officer, a president, a chief financial officer, a chief operating
officer, any executive vice president, any senior vice president, any vice
president, the treasurer or any assistant treasurer, the controller or any
assistant controller or the secretary or any assistant secretary.


 


“Officers’ Certificate”
means a certificate signed by any two Officers.  Each such certificate shall include the statements provided for
in Section 13.07, if and to the extent required by the provisions thereof.


 


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


 


“Outstanding”, when
used with reference to Securities of any series, means, subject to the
provisions of Section 8.04, as of any particular time, all Securities of
that series theretofore authenticated and delivered by the Trustee under this
Indenture, except (a) Securities theretofore canceled by the Trustee or any
paying agent, or delivered to the Trustee or any paying agent for cancellation
or that have previously been canceled; (b) Securities or portions thereof for
the payment or redemption of which moneys or Governmental Obligations in the
necessary amount shall have been deposited in trust with the Trustee or with
any paying agent (other than the Company) or shall have been set aside and
segregated in trust by the Company (if the Company


 

















 


shall act as its own paying agent); provided, however, that if such
Securities or portions of such Securities are to be redeemed prior to the
maturity thereof, notice of such redemption shall have been given as in
Article Three provided, or provision satisfactory to the Trustee shall
have been made for giving such notice; and (c) Securities in lieu of or in
substitution for which other Securities shall have been authenticated and
delivered pursuant to the terms of Section 2.07.


 


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


 


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


 


“Responsible Officer”
when used with respect to the Trustee means the chairman of its board of
directors, the chief executive officer, the president, any vice president, the
secretary, the treasurer, any trust officer, any corporate trust officer or any
other officer or assistant officer of the Trustee customarily performing
functions similar to those performed by the Persons who at the time shall be
such officers, respectively, or to whom any corporate trust matter is referred
because of his or her knowledge of and familiarity with the particular subject.


 


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


 


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


 


“Security Register”
and “Security Registrar”
shall have the meanings as set forth in Section 2.05.


 


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


 


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


 

















 


“Trust Indenture Act”
means the Trust Indenture Act of 1939, as amended.


 


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


 


ARTICLE 2


 


ISSUE, DESCRIPTION, TERMS, EXECUTION, REGISTRATION AND
EXCHANGE OF SECURITIES


 


Section 2.01                        Designation and Terms of
Securities.


 


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


 


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


 


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


 


(3)                                 the date or dates on which the principal of
the Securities of the series is payable, any original issue discount that may
apply to the Securities of that series upon their issuance, the principal
amount due at maturity, and the place(s) of payment;


 


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


 


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


 


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


 

















 


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


 


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


 


(9)                                 the form of the Securities of the series
including the form of the Certificate of Authentication for such series;


 


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


 


(11)                          any and all other terms (including terms, to
the extent applicable, relating to any auction or remarketing of the Securities
of that series and any security for the obligations of the Company with respect
to such Securities) with respect to such series (which terms shall not be
inconsistent with the terms of this Indenture, as amended by any supplemental
indenture) including any terms which may be required by or advisable under
United States laws or regulations or advisable in connection with the marketing
of Securities of that series;


 


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


 


(13)                          whether the Securities will be convertible
into or exchangeable for shares of common stock or other securities of the
Company or any other Person and, if so, the terms and conditions upon which
such Securities will be so convertible or exchangeable, including the
conversion or exchange price, as applicable, or how it will be calculated and
may be adjusted, any mandatory or optional (at the Company’s option or the
holders’ option) conversion or exchange features, and the applicable conversion
or exchange period;


 


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


 


(15)                          any additional or different Events of Default
or restrictive covenants (which may include, among other restrictions,
restrictions on the Company’s ability or the ability of the Company’s
Subsidiaries to:  incur additional
indebtedness; issue additional securities; create liens; pay dividends or make
distributions in respect of their capital stock; redeem capital stock; place
restrictions on such Subsidiaries placing restrictions on their ability to pay
dividends, make distributions or transfer assets; make investments or other
restricted payments; sell or otherwise dispose of assets; enter into
sale-leaseback transactions; engage in transactions with stockholders and
affiliates; issue or sell stock of their Subsidiaries; or effect a


 

















 


consolidation or merger) or financial covenants (which may include,
among other financial covenants, financial covenants that require the Company
and its Subsidiaries to maintain specified interest coverage, fixed charge,
cash flow-based or asset-based ratios) provided for with respect to the
Securities of the series;


 


(16)                          if other than dollars, the coin or currency
in which the Securities of the series are denominated (including, but not
limited to, foreign currency);


 


(17)                          the terms and conditions, if any, upon which
the Company shall pay amounts in addition to the stated interest, premium, if
any and principal amounts of the Securities of the series to any Securityholder
that is not a “United States person” for federal tax purposes; and


 


(18)                          any restrictions on transfer, sale or
assignment of the Securities of the series.


 


All Securities of any one
series shall be substantially identical except as to denomination and except as
may otherwise be provided in or pursuant to any such Board Resolution or in any
indentures supplemental hereto.


 


If any of the terms of the
series are established by action taken pursuant to a Board Resolution of the
Company, a copy of an appropriate record of such action shall be certified by
the secretary or an assistant secretary of the Company and delivered to the
Trustee at or prior to the delivery of the Officers’ Certificate of the Company
setting forth the terms of the series.


 


Securities of any particular
series may be issued at various times, with different dates on which the
principal or any installment of principal is payable, with different rates of
interest, if any, or different methods by which rates of interest may be
determined, with different dates on which such interest may be payable and with
different redemption dates.


 


Section 2.02                            Form of Securities and
Trustee’s Certificate.


 


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


 


Section 2.03                            Denominations: Provisions
for Payment.


 


The Securities shall be
issuable as registered Securities and in the denominations of one thousand U.S.
dollars ($1,000) or any integral multiple thereof, subject to
Section 2.01(10).  The Securities
of a particular series shall bear interest payable on the dates and at the rate
specified


 

















 


with respect to that series. 
The principal of and the interest on the Securities of any series, as
well as any premium thereon in case of redemption thereof prior to maturity,
shall be payable in the coin or currency of the United States of America that
at the time is legal tender for public and private debt, at the office or
agency of the Company maintained for that purpose in the Borough of Manhattan,
the City and State of New York.  Each
Security shall be dated the date of its authentication.  Interest on the Securities shall be computed
on the basis of a 360-day year composed of twelve 30-day months.


 


The interest installment on
any Security that is payable, and is punctually paid or duly provided for, on
any Interest Payment Date for Securities of that series shall be paid to the
Person in whose name said Security (or one or more Predecessor Securities) is
registered at the close of business on the regular record date for such
interest installment.  In the event that
any Security of a particular series or portion thereof is called for redemption
and the redemption date is subsequent to a regular record date with respect to
any Interest Payment Date and prior to such Interest Payment Date, interest on
such Security will be paid upon presentation and surrender of such Security as
provided in Section 3.03.


 


Any interest on any Security
that is payable, but is not punctually paid or duly provided for, on any
Interest Payment Date for Securities of the same series (herein called
“Defaulted Interest”) shall forthwith cease to be payable to the registered holder
on the relevant regular record date by virtue of having been such holder; and
such Defaulted Interest shall be paid by the Company, at its election, as
provided in clause (1) or clause (2) below:


 


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


 


(2)                                 The Company may make payment of any Defaulted
Interest on any Securities in any other lawful manner not inconsistent with the
requirements of any securities


 

















 


exchange on which such Securities may be listed, and upon such notice
as may be required by such exchange, if, after notice given by the Company to
the Trustee of the proposed payment pursuant to this clause, such manner of
payment shall be deemed practicable by the Trustee.


 


Unless otherwise set forth
in a Board Resolution or one or more indentures supplemental hereto
establishing the terms of any series of Securities pursuant to
Section 2.01 hereof, the term “regular record date” as used in this
Section with respect to a series of Securities and any Interest Payment
Date for such series shall mean either the fifteenth day of the month
immediately preceding the month in which an Interest Payment Date established
for such series pursuant to Section 2.01 hereof shall occur, if such
Interest Payment Date is the first day of a month, or the first day of the
month in which an Interest Payment Date established for such series pursuant to
Section 2.01 hereof shall occur, if such Interest Payment Date is the
fifteenth day of a month, whether or not such date is a Business Day.


 


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


 


Section 2.04                            Execution and
Authentications.


 


The Securities shall be
signed on behalf of the Company by one of its Officers.  Signatures may be in the form of a manual or
facsimile signature.


 


The Company may use the
facsimile signature of any Person who shall have been an Officer,
notwithstanding the fact that at the time the Securities shall be authenticated
and delivered or disposed of such Person shall have ceased to be such an
officer of the Company.  The Securities
may contain such notations, legends or endorsements required by law, stock
exchange rule or usage.  Each Security
shall be dated the date of its authentication by the Trustee.


 


A Security shall not be
valid until authenticated manually by an authorized signatory of the Trustee,
or by an Authenticating Agent.  Such
signature shall be conclusive evidence that the Security so authenticated has
been duly authenticated and delivered hereunder and that the holder is entitled
to the benefits of this Indenture.  At
any time and from time to time after the execution and delivery of this
Indenture, the Company may deliver Securities of any series executed by the
Company to the Trustee for authentication, together with a written order of the
Company for the authentication and delivery of such Securities, signed by an
Officer, and the Trustee in accordance with such written order shall
authenticate and deliver such Securities.


 


In authenticating such
Securities and accepting the additional responsibilities under this Indenture
in relation to such Securities, the Trustee shall be entitled to receive, and
(subject to Section 7.01) shall be fully protected in relying upon, an Opinion
of Counsel stating that the form and terms thereof have been established in
conformity with the provisions of this Indenture.


 


The Trustee shall not be
required to authenticate such Securities if the issue of such Securities
pursuant to this Indenture will affect the Trustee’s own rights, duties or
immunities


 

















 


under the Securities and this Indenture or otherwise in a manner that
is not reasonably acceptable to the Trustee.


 


Section 2.05                            Registration of Transfer and
Exchange.


 


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


 


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


 


Upon surrender for transfer
of any Security at the office or agency of the Company designated for such
purpose, the Company shall execute, the Trustee shall authenticate and such
office or agency shall deliver in the name of the transferee or transferees a
new Security or Securities of the same series as the Security presented for a
like aggregate principal amount.


 


All Securities presented or
surrendered for exchange or registration of transfer, as provided in this
Section, shall be accompanied (if so required by the Company or the Security
Registrar) by a written instrument or instruments of transfer, in form
satisfactory to the Company or the Security Registrar, duly executed by the
registered holder or by such holder’s duly authorized attorney in writing.


 


(c)                                  Except as provided pursuant to
Section 2.01 pursuant to a Board Resolution, and set forth in an Officers’
Certificate, or established in one or more indentures supplemental to this
Indenture, no service charge shall be made for any exchange or registration of
transfer of Securities, or issue of new Securities in case of partial
redemption of any series, but the Company may require payment of a sum
sufficient to cover any tax or other governmental charge in relation thereto,
other than exchanges pursuant to Section 2.06, Section 3.03(b) and
Section 9.04 not involving any transfer.


 


(d)                                  The Company shall not be required (i) to
issue, exchange or register the transfer of any Securities during a period
beginning at the opening of business 15 days before the day of the mailing of a
notice of redemption of less than all the Outstanding Securities of the same
series and ending at the close of business on the day of such mailing, nor (ii)
to register the


 

















 


transfer of or exchange any Securities of any series or portions
thereof called for redemption, other than the unredeemed portion of any such
Securities being redeemed in part.  The
provisions of this Section 2.05 are, with respect to any Global Security,
subject to Section 2.11 hereof.


 


Section 2.06                            Temporary Securities.


 


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


 


Section 2.07                            Mutilated, Destroyed, Lost
or Stolen Securities.


 


In case any temporary or
definitive Security shall become mutilated or be destroyed, lost or stolen, the
Company (subject to the next succeeding sentence) shall execute, and upon the
Company’s request the Trustee (subject as aforesaid) shall authenticate and
deliver, a new Security of the same series, bearing a number not
contemporaneously outstanding, in exchange and substitution for the mutilated
Security, or in lieu of and in substitution for the Security so destroyed, lost
or stolen.  In every case the applicant
for a substituted Security shall furnish to the Company and the Trustee such
security or indemnity as may be required by them to save each of them harmless,
and, in every case of destruction, loss or theft, the applicant shall also
furnish to the Company and the Trustee evidence to their satisfaction of the
destruction, loss or theft of the applicant’s Security and of the ownership
thereof.  The Trustee may authenticate
any such substituted Security and deliver the same upon the written request or
authorization of any officer of the Company. 
Upon the issuance of any substituted Security, the Company may require
the payment of a sum sufficient to cover any tax or other governmental charge
that may be imposed in relation thereto and any other expenses (including the
fees and expenses of the Trustee) connected therewith.


 


In case any Security that
has matured or is about to mature shall become mutilated or be destroyed, lost
or stolen, the Company may, instead of issuing a substitute Security, pay or
authorize the payment of the same (without surrender thereof except in the case
of a mutilated Security) if the applicant for such payment shall furnish to the
Company and the Trustee such


 

















 


security or indemnity as they may require to save them harmless, and,
in case of destruction, loss or theft, evidence to the satisfaction of the
Company and the Trustee of the destruction, loss or theft of such Security and
of the ownership thereof.


 


Every replacement Security
issued pursuant to the provisions of this Section shall constitute an
additional contractual obligation of the Company whether or not the mutilated,
destroyed, lost or stolen Security shall be found at any time, or be
enforceable by anyone, and shall be entitled to all the benefits of this
Indenture equally and proportionately with any and all other Securities of the
same series duly issued hereunder.  All
Securities shall be held and owned upon the express condition that the
foregoing provisions are exclusive with respect to the replacement or payment
of mutilated, destroyed, lost or stolen Securities, and shall preclude (to the
extent lawful) any and all other rights or remedies, notwithstanding any law or
statute existing or hereafter enacted to the contrary with respect to the
replacement or payment of negotiable instruments or other securities without
their surrender.


 


Section 2.08                            Cancellation.


 


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


 


Section 2.09                            Benefits of Indenture.


 


Nothing in this Indenture or
in the Securities, express or implied, shall give or be construed to give to
any Person, other than the parties hereto and the holders of the Securities any
legal or equitable right, remedy or claim under or in respect of this
Indenture, or under any covenant, condition or provision herein contained; all
such covenants, conditions and provisions being for the sole benefit of the
parties hereto and of the holders of the Securities.


 


Section 2.10                            Authenticating Agent.


 


So long as any of the
Securities of any series remain Outstanding there may be an Authenticating
Agent for any or all such series of Securities which the Trustee shall have the
right to appoint.  Said Authenticating
Agent shall be authorized to act on behalf of the Trustee to authenticate
Securities of such series issued upon exchange, transfer or partial redemption
thereof, and Securities so authenticated shall be entitled to the benefits of
this Indenture and shall be valid and obligatory for all purposes as if
authenticated by the Trustee hereunder. 
All references in this Indenture to the authentication of Securities by
the Trustee shall be deemed to include authentication by an Authenticating
Agent for such series.  Each
Authenticating Agent


 

















 


shall be acceptable to the Company and shall be a corporation that has
a combined capital and surplus, as most recently reported or determined by it,
sufficient under the laws of any jurisdiction under which it is organized or in
which it is doing business to conduct a trust business, and that is otherwise
authorized under such laws to conduct such business and is subject to
supervision or examination by federal or state authorities.  If at any time any Authenticating Agent
shall cease to be eligible in accordance with these provisions, it shall resign
immediately.


 


Any Authenticating Agent may
at any time resign by giving written notice of resignation to the Trustee and
to the Company.  The Trustee may at any
time (and upon request by the Company shall) terminate the agency of any
Authenticating Agent by giving written notice of termination to such
Authenticating Agent and to the Company. 
Upon resignation, termination or cessation of eligibility of any
Authenticating Agent, the Trustee may appoint an eligible successor
Authenticating Agent acceptable to the Company.  Any successor Authenticating Agent, upon acceptance of its appointment
hereunder, shall become vested with all the rights, powers and duties of its
predecessor hereunder as if originally named as an Authenticating Agent
pursuant hereto.


 


Section 2.11                            Global Securities.


 


(a)                                  If the Company shall establish pursuant to
Section 2.01 that the Securities of a particular series are to be issued
as a Global Security, then the Company shall execute and the Trustee shall, in
accordance with Section 2.04, authenticate and deliver, a Global Security
that (i) shall represent, and shall be denominated in an amount equal to the
aggregate principal amount of, all of the Outstanding Securities of such
series, (ii) shall be registered in the name of the Depositary or its nominee,
(iii) shall be delivered by the Trustee to the Depositary or pursuant to the
Depositary’s instruction and (iv) shall bear a legend substantially to the
following effect: “Except as otherwise provided in Section 2.11 of the
Indenture, this Security may be transferred, in whole but not in part, only to
another nominee of the Depositary or to a successor Depositary or to a nominee
of such successor Depositary.”


 


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


 


(c)                                  If at any time the Depositary for a series of
the Securities notifies the Company that it is unwilling or unable to continue
as Depositary for such series or if at any time the Depositary for such series
shall no longer be registered or in good standing under the Exchange Act, or
other applicable statute or regulation, and a successor Depositary for such
series is not appointed by the Company within 90 days after the Company
receives such notice or becomes aware of such condition, as the case may be, or
if an Event of Default has occurred and is continuing and the Company has
received a request from the Depositary, this Section 2.11 shall no longer
be applicable to the Securities of such series and the Company will execute,
and subject to Section 2.04, the Trustee will authenticate and deliver the
Securities of such series in definitive registered form without coupons, in
authorized denominations, and in an aggregate principal amount equal to the
principal amount of the Global Security of such series in exchange


 

















 


for such Global Security.  In
addition, the Company may at any time determine that the Securities of any
series shall no longer be represented by a Global Security and that the
provisions of this Section 2.11 shall no longer apply to the Securities of
such series.  In such event the Company
will execute and, subject to Section 2.04, the Trustee, upon receipt of an
Officers’ Certificate evidencing such determination by the Company, will
authenticate and deliver the Securities of such series in definitive registered
form without coupons, in authorized denominations, and in an aggregate
principal amount equal to the principal amount of the Global Security of such
series in exchange for such Global Security. 
Upon the exchange of the Global Security for such Securities in
definitive registered form without coupons, in authorized denominations, the
Global Security shall be canceled by the Trustee.  Such Securities in definitive registered form issued in exchange
for the Global Security pursuant to this Section 2.11(c) shall be
registered in such names and in such authorized denominations as the
Depositary, pursuant to instructions from its direct or indirect participants
or otherwise, shall instruct the Trustee. 
The Trustee shall deliver such Securities to the Depositary for delivery
to the Persons in whose names such Securities are so registered.


 


ARTICLE 3


 


REDEMPTION OF SECURITIES AND SINKING FUND PROVISIONS


 


Section 3.01                            Redemption.


 


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


 


Section 3.02                            Notice of Redemption.


 


(a)                                  In case the Company shall desire to exercise
such right to redeem all or, as the case may be, a portion of the Securities of
any series in accordance with any right the Company reserved for itself to do
so pursuant to Section 2.01 hereof, the Company shall, or shall cause the
Trustee to, give notice of such redemption to holders of the Securities of such
series to be redeemed by mailing, first class postage prepaid, a notice of such
redemption not less than 30 days and not more than 90 days before the date
fixed for redemption of that series to such holders at their last addresses as
they shall appear upon the Security Register, unless a shorter period is
specified in the Securities to be redeemed. 
Any notice that is mailed in the manner herein provided shall be
conclusively presumed to have been duly given, whether or not the registered
holder receives the notice.  In any
case, failure duly to give such notice to the holder of any Security of any
series designated for redemption in whole or in part, or any defect in the
notice, shall not affect the validity of the proceedings for the redemption of
any other Securities of such series or any other series.  In the case of any redemption of Securities
prior to the expiration of any restriction on such redemption provided in the
terms of such Securities or elsewhere in this Indenture, the Company shall
furnish the Trustee with an Officers’ Certificate evidencing compliance with
any such restriction.


 


Each such notice of
redemption shall specify the date fixed for redemption and the redemption price
at which Securities of that series are to be redeemed, and shall state that


 

















 


payment of the redemption price of such Securities to be redeemed will
be made at the office or agency of the Company in the Borough of Manhattan, the
City and State of New York, upon presentation and surrender of such Securities,
that interest accrued to the date fixed for redemption will be paid as
specified in said notice, that from and after said date interest will cease to
accrue and that the redemption is for a sinking fund, if such is the case.  If less than all the Securities of a series
are to be redeemed, the notice to the holders of Securities of that series to be
redeemed in part shall specify the particular Securities to be so redeemed.


 


In case any Security is to
be redeemed in part only, the notice that relates to such Security shall state
the portion of the principal amount thereof to be redeemed, and shall state
that on and after the redemption date, upon surrender of such Security, a new
Security or Securities of such series in principal amount equal to the
unredeemed portion thereof will be issued.


 


(b)                                  If less than all the Securities of a series
are to be redeemed, the Company shall give the Trustee at least 45 days’ notice
(unless a shorter notice shall be satisfactory to the Trustee) in advance of
the date fixed for redemption as to the aggregate principal amount of
Securities of the series to be redeemed, and thereupon the Trustee shall
select, by lot or in such other manner as it shall deem appropriate and fair in
its discretion and that may provide for the selection of a portion or portions
(equal to one thousand U.S. dollars ($1,000) or any integral multiple thereof)
of the principal amount of such Securities of a denomination larger than
$1,000, the Securities to be redeemed and shall thereafter promptly notify the
Company in writing of the numbers of the Securities to be redeemed, in whole or
in part.  The Company may, if and
whenever it shall so elect, by delivery of instructions signed on its behalf by
an Officer, instruct the Trustee or any paying agent to call all or any part of
the Securities of a particular series for redemption and to give notice of
redemption in the manner set forth in this Section, such notice to be in the
name of the Company or its own name as the Trustee or such paying agent may
deem advisable.  In any case in which
notice of redemption is to be given by the Trustee or any such paying agent,
the Company shall deliver or cause to be delivered to, or permit to remain
with, the Trustee or such paying agent, as the case may be, such Security
Register, transfer books or other records, or suitable copies or extracts
therefrom, sufficient to enable the Trustee or such paying agent to give any
notice by mail that may be required under the provisions of this Section.


 


Section 3.03                            Payment Upon Redemption.


 


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


 

















 


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


 


Section 3.04                            Sinking Fund.


 


The provisions of Sections
3.04, 3.05 and 3.06 shall be applicable to any sinking fund for the retirement
of Securities of a series, except as otherwise specified as contemplated by
Section 2.01 for Securities of such series.


 


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


 


Section 3.05                            Satisfaction of Sinking Fund
Payments with Securities.


 


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


 


Section 3.06                            Redemption of Securities for
Sinking Fund.


 


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


 

















 


ARTICLE 4


 


COVENANTS


 


Section 4.01                            Payment of Principal,
Premium and Interest.


 


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


 


Section 4.02                            Maintenance of Office or
Agency.


 


So long as any series of the
Securities remain Outstanding, the Company agrees to maintain an office or
agency in the Borough of Manhattan, the City and State of New York, with
respect to each such series and at such other location or locations as may be
designated as provided in this Section 4.02, where (i) Securities of that
series may be presented for payment, (ii) Securities of that series may be
presented as herein above authorized for registration of transfer and exchange,
and (iii) notices and demands to or upon the Company in respect of the
Securities of that series and this Indenture may be given or served, such
designation to continue with respect to such office or agency until the Company
shall, by written notice signed by any officer authorized to sign an Officers’
Certificate and delivered to the Trustee, designate some other office or agency
for such purposes or any of them.  If at
any time the Company shall fail to maintain any such required office or agency
or shall fail to furnish the Trustee with the address thereof, such
presentations, notices and demands may be made or served at the Corporate Trust
Office of the Trustee, and the Company hereby appoints the Trustee as its agent
to receive all such presentations, notices and demands.  The Company initially appoints the Corporate
Trust Office of the Trustee located in the Borough of Manhattan, the City of
New York as its paying agent with respect to the Securities.


 


Section 4.03                         Paying Agents.


 


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


 


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


 


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


 

















 


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


 


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


 


(b)                                  If the Company shall act as its own paying
agent with respect to any series of the Securities, it will on or before each
due date of the principal of (and premium, if any) or interest on Securities of
that series, set aside, segregate and hold in trust for the benefit of the
Persons entitled thereto a sum sufficient to pay such principal (and premium,
if any) or interest so becoming due on Securities of that series until such
sums shall be paid to such Persons or otherwise disposed of as herein provided
and will promptly notify the Trustee of such action, or any failure (by it or
any other obligor on such Securities) to take such action.  Whenever the Company shall have one or more
paying agents for any series of Securities, it will, prior to each due date of
the principal of (and premium, if any) or interest on any Securities of that
series, deposit with the paying agent a sum sufficient to pay the principal
(and premium, if any) or interest so becoming due, such sum to be held in trust
for the benefit of the Persons entitled to such principal, premium or interest,
and (unless such paying agent is the Trustee) the Company will promptly notify
the Trustee of this action or failure so to act.


 


(c)                                  Notwithstanding anything in this
Section to the contrary, (i) the agreement to hold sums in trust as
provided in this Section is subject to the provisions of
Section 11.05, and (ii) the Company may at any time, for the purpose of
obtaining the satisfaction and discharge of this Indenture or for any other
purpose, pay, or direct any paying agent to pay, to the Trustee all sums held
in trust by the Company or such paying agent, such sums to be held by the
Trustee upon the same terms and conditions as those upon which such sums were
held by the Company or such paying agent; and, upon such payment by the Company
or any paying agent to the Trustee, the Company or such paying agent shall be
released from all further liability with respect to such money.


 


Section 4.04                            Appointment to Fill Vacancy
in Office of Trustee.


 


The Company, whenever
necessary to avoid or fill a vacancy in the office of Trustee, will appoint, in
the manner provided in Section 7.10, a Trustee, so that there shall at all
times be a Trustee hereunder.


 


Section 4.05                            Compliance with
Consolidation Provisions.


 


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


 

















 


ARTICLE 5


 


SECURITYHOLDERS’ LISTS AND REPORTS BY THE COMPANY AND THE
TRUSTEE


 


Section 5.01                            Company to Furnish Trustee
Names and Addresses of Securityholders.


 


The Company will furnish or
cause to be furnished to the Trustee (a) within 15 days after each regular
record date (as defined in Section 2.03) a list, in such form as the
Trustee may reasonably require, of the names and addresses of the holders of
each series of Securities as of such regular record date, provided that the
Company shall not be obligated to furnish or cause to furnish such list at any
time that the list shall not differ in any respect from the most recent list
furnished to the Trustee by the Company and (b) at such other times as the
Trustee may request in writing within 30 days after the receipt by the Company
of any such request, a list of similar form and content as of a date not more
than 15 days prior to the time such list is furnished; provided, however, that,
in either case, no such list need be furnished for any series for which the
Trustee shall be the Security Registrar .


 


Section 5.02                            Preservation Of Information;
Communications With Securityholders.


 


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


 


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


 


(c)                                  Securityholders may communicate as provided
in Section 312(b) of the Trust Indenture Act with other Securityholders
with respect to their rights under this Indenture or under the Securities, and,
in connection with any such communications, the Trustee shall satisfy its
obligations under Section 312(b) of the Trust Indenture Act in accordance
with the provisions of Section 312(b) of the Trust Indenture Act.


 


Section 5.03                            Reports by the Company.


 


The Company covenants and
agrees to provide a copy to the Trustee, after the Company is required to file
the same with the Securities and Exchange 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 Securities and Exchange Commission may
from time to time by rules and regulations prescribe) that the Company may be
required to file with the Securities and Exchange Commission pursuant to
Section 13 or Section 15(d) of the Exchange Act.  The Company shall also comply with the
requirements of Section 314 of the Trust Indenture Act, but only to the
extent then applicable to the Company.


 


Section 5.04                            Reports by the Trustee.


 


(a)                                  On or before July 1 in each year in
which any of the Securities are Outstanding, the Trustee shall transmit by
mail, first class postage prepaid, to the


 

















 


Securityholders, as their names and addresses appear upon the Security
Register, a brief report dated as of the preceding May 1, if and to the extent
required under Section 313(a) of the Trust Indenture Act.


 


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


 


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


 


ARTICLE 6


 


REMEDIES OF THE TRUSTEE AND SECURITYHOLDERS ON EVENT OF
DEFAULT


 


Section 6.01                         Events of Default.


 


(a)                               Whenever used herein with respect to
Securities of a particular series, “Event of Default” means any one or more of
the following events that has occurred and is continuing:


 


(1)                                 the Company defaults in the payment of any
installment of interest upon any of the Securities of that series, as and when
the same shall become due and payable, and such default continues for a period
of 90 days; provided, however, that a valid extension of an interest payment
period by the Company in accordance with the terms of any indenture supplemental
hereto shall not constitute a default in the payment of interest for this
purpose;


 


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


 


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


 

















 


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


 


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


 


(b)                               In each and every such case (other than an
Event of Default specified in clause (4) or clause (5) above), unless the
principal of all the Securities of that series shall have already become due
and payable, either the Trustee or the holders of not less than 25% in
aggregate principal amount of the Securities of that series then Outstanding
hereunder, by notice in writing to the Company (and to the Trustee if given by
such Securityholders), may declare the principal of (and premium, if any, on)
and accrued and unpaid interest on all the Securities of that series to be due
and payable immediately, and upon any such declaration the same shall become
and shall be immediately due and payable. 
If an Event of Default specified in clause (4) or clause (5) above
occurs, the principal of and accrued and unpaid interest on all the Securities
of that series shall automatically be immediately due and payable without any
declaration or other act on the part of the Trustee or the holders of the
Securities.


 


(c)                               At any time after the principal of (and
premium, if any, on) and accrued and unpaid interest on the Securities of that
series shall have been so declared due and payable, and before any judgment or
decree for the payment of the moneys due shall have been obtained or entered as
hereinafter provided, the holders of a majority in aggregate principal amount
of the Securities of that series then Outstanding hereunder, by written notice
to the Company and the Trustee, may rescind and annul such declaration and its
consequences if: (i) the Company has paid or deposited with the Trustee a sum
sufficient to pay all matured installments of interest upon all the Securities
of that series and the principal of (and premium, if any, on) any and all
Securities of that series that shall have become due otherwise than by
acceleration (with interest upon such principal and premium, if any, and, to
the extent that such payment is enforceable under applicable law, upon overdue
installments of interest, at the rate per annum expressed in the Securities of
that series to the date of such payment or deposit) and the amount payable to
the Trustee under Section 7.06, and (ii) any and all Events of Default
under the Indenture with respect to such series, other than the nonpayment of
principal on (and premium, if any, on) and accrued and unpaid interest on
Securities of that series that shall not have become due by their terms, shall
have been remedied or waived as provided in Section 6.06.


 


No such rescission and
annulment shall extend to or shall affect any subsequent default or impair any
right consequent thereon.


 


(d)                               In case the Trustee shall have proceeded to
enforce any right with respect to Securities of that series under this
Indenture and such proceedings shall have been discontinued or abandoned
because of such rescission or annulment or for any other reason or shall have
been determined adversely to the Trustee, then and in every such case, subject
to any


 

















 


determination in such proceedings, the Company and the Trustee shall be
restored respectively to their former positions and rights hereunder, and all
rights, remedies and powers of the Company and the Trustee shall continue as
though no such proceedings had been taken.


 


Section 6.02                            Collection of Indebtedness
and Suits for Enforcement by Trustee.


 


(a)                                  The Company covenants that (i) in case it
shall default in the payment of any installment of interest on any of the
Securities of a series, or in any payment required by any sinking or analogous
fund established with respect to that series as and when the same shall have
become due and payable, and such default shall have continued for a period of
90 Business Days, or (ii) in case it shall default in the payment of the
principal of (or premium, if any, on) any of the Securities of a series when
the same shall have become due and payable, whether upon maturity of the
Securities of a series or upon redemption or upon declaration or otherwise
then, upon demand of the Trustee, the Company will pay to the Trustee, for the
benefit of the holders of the Securities of that series, the whole amount that
then shall have been become due and payable on all such Securities for
principal (and premium, if any) or interest, or both, as the case may be, with
interest upon the overdue principal (and premium, if any) and (to the extent
that payment of such interest is enforceable under applicable law) upon overdue
installments of interest at the rate per annum expressed in the Securities of
that series; and, in addition thereto, such further amount as shall be
sufficient to cover the costs and expenses of collection, and the amount
payable to the Trustee under Section 7.06.


 


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


 


(c)                                  In case of any receivership, insolvency,
liquidation, bankruptcy, reorganization, readjustment, arrangement, composition
or judicial proceedings affecting the Company, or its creditors or property,
the Trustee shall have power to intervene in such proceedings and take any
action therein that may be permitted by the court and shall (except as may be
otherwise provided by law) be entitled to file such proofs of claim and other
papers and documents as may be necessary or advisable in order to have the
claims of the Trustee and of the holders of Securities of such series allowed
for the entire amount due and payable by the Company under the Indenture at the
date of institution of such proceedings and for any additional amount that may
become due and payable by the Company after such date, and to collect and
receive any moneys or other property payable or deliverable on any such claim,
and to distribute the same after the deduction of the amount payable to the
Trustee under Section 7.06; and any receiver, assignee or trustee in
bankruptcy or reorganization is hereby authorized by each of the holders of
Securities of such series to make such payments to the Trustee, and, in the
event that the Trustee shall consent to the making of such payments directly to
such Securityholders, to pay to the Trustee any amount due it under Section 7.06.


 

















 


(d)                                  All rights of action and of asserting claims
under this Indenture, or under any of the terms established with respect to
Securities of that series, may be enforced by the Trustee without the
possession of any of such Securities, or the production thereof at any trial or
other proceeding relative thereto, and any such suit or proceeding instituted
by the Trustee shall be brought in its own name as trustee of an express trust,
and any recovery of judgment shall, after provision for payment to the Trustee
of any amounts due under Section 7.06, be for the ratable benefit of the
holders of the Securities of such series.


 


In case of an Event of
Default hereunder, the Trustee may in its discretion proceed to protect and
enforce the rights vested in it by this Indenture by such appropriate judicial
proceedings as the Trustee shall deem most effectual to protect and enforce any
of such rights, either at law or in equity or in bankruptcy or otherwise,
whether for the specific enforcement of any covenant or agreement contained in
the Indenture or in aid of the exercise of any power granted in this Indenture,
or to enforce any other legal or equitable right vested in the Trustee by this
Indenture or by law.


 


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


 


Section 6.03                            Application of Moneys
Collected.


 


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


 


FIRST: To the payment of
reasonable costs and expenses of collection and of all amounts payable to the
Trustee under Section 7.06;


 


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


 


THIRD: To the payment of the
remainder, if any, to the Company or any other Person lawfully entitled thereto
as requested by the Company.


 


Section 6.04                            Limitation on Suits.


 


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


 

















 


other remedy hereunder, unless (i) such holder previously shall have
given to the Trustee written notice of an Event of Default and of the
continuance thereof with respect to the Securities of such series specifying
such Event of Default, as hereinbefore provided; (ii) the holders of not less
than 25% in aggregate principal amount of the Securities of such series then
Outstanding shall have made written request upon the Trustee to institute such
action, suit or proceeding in its own name as Trustee hereunder; (iii) such
holder or holders shall have offered to the Trustee such reasonable indemnity
as it may require against the costs, expenses and liabilities to be incurred
therein or thereby; (iv) the Trustee for 90 days after its receipt of such
notice, request and offer of indemnity, shall have failed to institute any such
action, suit or proceeding and (v) during such 90 day period, the holders of a
majority in principal amount of the Securities of that series do not give the
Trustee a direction inconsistent with the request.


 


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


 


Section 6.05                            Rights and Remedies
Cumulative; Delay or Omission Not Waiver.


 


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


 


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


 

















 


Section 6.06                            Control by Securityholders.


 


The holders of a majority in
aggregate principal amount of the Securities of any series at the time
Outstanding, determined in accordance with Section 8.04, shall have the
right to direct the time, method and place of conducting any proceeding for any
remedy available to the Trustee, or exercising any trust or power conferred on
the Trustee with respect to such series; provided, however, that such direction
shall not be in conflict with any rule of law or with this Indenture.  Subject to the provisions of
Section 7.01, the Trustee shall have the right to decline to follow any
such direction if the Trustee in good faith shall, by a Responsible Officer or
officers of the Trustee, determine that the proceeding so directed, subject to
the Trustee’s duties under the Trust Indenture Act, would involve the Trustee
in personal liability or might be unduly prejudicial to the Securityholders not
involved in the proceeding.  The holders
of a majority in aggregate principal amount of the Securities of any series at
the time Outstanding affected thereby, determined in accordance with
Section 8.04, may on behalf of the holders of all of the Securities of
such series waive any past default in the performance of any of the covenants
contained herein or established pursuant to Section 2.01 with respect to
such series and its consequences, except a default in the payment of the
principal of, or premium, if any, or interest on, any of the Securities of that
series as and when the same shall become due by the terms of such Securities
otherwise than by acceleration (unless such default has been cured and a sum
sufficient to pay all matured installments of interest and principal and any
premium has been deposited with the Trustee (in accordance with
Section 6.01(c)).  Upon any such
waiver, the default covered thereby shall be deemed to be cured for all
purposes of this Indenture and the Company, the Trustee and the holders of the
Securities of such series shall be restored to their former positions and
rights hereunder, respectively; but no such waiver shall extend to any
subsequent or other default or impair any right consequent thereon.


 


Section 6.07                            Undertaking to Pay Costs.


 


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


 

















 


ARTICLE 7


 


CONCERNING THE TRUSTEE


 


Section 7.01                            Certain Duties and
Responsibilities of Trustee.


 


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


 


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


 


(i)                                    prior to the occurrence of an Event of Default
with respect to the Securities of a series and after the curing or waiving of
all such Events of Default with respect to that series that may have occurred:


 


(A)                               the duties and obligations of the Trustee
shall with respect to the Securities of such series be determined solely by the
express provisions of this Indenture, and the Trustee shall not be liable with
respect to the Securities of such series except for the performance of such
duties and obligations as are specifically set forth in this Indenture, and no
implied covenants or obligations shall be read into this Indenture against the
Trustee; and


 


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


 


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


 


(iii)                            the Trustee shall not be liable with respect
to any action taken or omitted to be taken by it in good faith in accordance
with the direction of the holders of not less than a majority in principal
amount of the Securities of any series at the time Outstanding relating to the
time, method and place of conducting any proceeding for any remedy available to
the Trustee, or


 

















 


exercising any trust or power conferred upon the Trustee under this
Indenture with respect to the Securities of that series; and


 


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


 


Section 7.02                            Certain Rights of Trustee.


 


Except as otherwise provided
in Section 7.01:


 


(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, consent,
order, approval, bond, security or other paper or document believed by it to be
genuine and to have been signed or presented by the proper party or parties;


 


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


 


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


 


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


 


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


 


(f)                                    The Trustee shall not be bound to make any
investigation into the facts or matters stated in any resolution, certificate,
statement, instrument, opinion, report, notice, request, consent, order,
approval, bond, security, or other papers or documents, unless requested in writing
so to do by the holders of not less than a majority in principal amount of the
Outstanding Securities of the particular series affected thereby (determined as
provided in


 

















 


Section 8.04); provided, however, that if the payment within a
reasonable time to the Trustee of the costs, expenses or liabilities likely to
be incurred by it in the making of such investigation is, in the opinion of the
Trustee, not reasonably assured to the Trustee by the security afforded to it
by the terms of this Indenture, the Trustee may require reasonable indemnity
against such costs, expenses or liabilities as a condition to so
proceeding.  The reasonable expense of
every such examination shall be paid by the Company or, if paid by the Trustee,
shall be repaid by the Company upon demand; and


 


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


 


In addition, the Trustee
shall not be deemed to have knowledge of any Default or Event of Default except
(1) any Event of Default occurring pursuant to Sections 6.01(a)(1), 6.01(a)(2)
and 4.01 hereof or (2) any Default or Event of Default of which the Trustee
shall have received written notification in the manner set forth in this
Indenture or a Responsible Officer of the Trustee shall have obtained actual
knowledge.  Delivery of reports,
information and documents to the Trustee under Section 5.03 is for
informational purposes only and the information and the Trustee’s receipt of
the foregoing shall not constitute constructive notice of any information
contained therein, or determinable from information contained therein including
the Company’s compliance with any of their covenants thereunder (as to which
the Trustee is entitled to rely conclusively on an Officers’ Certificate).


 


Section 7.03                            Trustee Not Responsible for
Recitals or Issuance or Securities.


 


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


 


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


 


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


 


Section 7.04                            May Hold Securities.


 


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


 

















 


Section 7.05                            Moneys Held in Trust.


 


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


 


Section 7.06                            Compensation and
Reimbursement.


 


(a)                                  The Company covenants and agrees to pay to
the Trustee, and the Trustee shall be entitled to, such reasonable compensation
(which shall not be limited by any provision of law in regard to the
compensation of a trustee of an express trust) as the Company and the Trustee
may from time to time agree in writing, for all services rendered by it in the
execution of the trusts hereby created and in the exercise and performance of
any of the powers and duties hereunder of the Trustee, and, except as otherwise
expressly provided herein, the Company will pay or reimburse the Trustee upon
its request for all reasonable expenses, disbursements and advances incurred or
made by the Trustee in accordance with any of the provisions of this Indenture
(including the reasonable compensation and the expenses and disbursements of
its counsel and of all Persons not regularly in its employ), except any such
expense, disbursement or advance as may arise from its negligence or bad faith
and except as the Company and Trustee may from time to time agree in writing.  The Company also covenants to indemnify the
Trustee (and its officers, agents, directors and employees) for, and to hold it
harmless against, any loss, liability or expense incurred without negligence or
bad faith on the part of the Trustee and arising out of or in connection with
the acceptance or administration of this trust, including the reasonable costs
and expenses of defending itself against any claim of liability in the
premises.


 


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


 


Section 7.07                            Reliance on Officers’
Certificate.


 


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


 

















 


Section 7.08                            Disqualification;
Conflicting Interests.


 


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


 


Section 7.09                            Corporate Trustee Required;
Eligibility.


 


There shall at all times be
a Trustee with respect to the Securities issued hereunder which shall at all
times be a corporation organized and doing business under the laws of the
United States of America or any state or territory thereof or of the District
of Columbia, or a corporation or other Person permitted to act as trustee by
the Securities and Exchange Commission, authorized under such laws to exercise
corporate trust powers, having a combined capital and surplus of at least fifty
million U.S. dollars ($50,000,000), and subject to supervision or examination
by federal, state, territorial, or District of Columbia authority.


 


If such corporation or other
Person publishes reports of condition at least annually, pursuant to law or to
the requirements of the aforesaid supervising or examining authority, then for
the purposes of this Section, the combined capital and surplus of such
corporation or other Person shall be deemed to be its combined capital and
surplus as set forth in its most recent report of condition so published.  The Company may not, nor may any Person
directly or indirectly controlling, controlled by, or under common control with
the Company, serve as Trustee.  In case
at any time the Trustee shall cease to be eligible in accordance with the
provisions of this Section, the Trustee shall resign immediately in the manner
and with the effect specified in Section 7.10.


 


Section 7.10                            Resignation and Removal;
Appointment of Successor.


 


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


 


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


 

















 


(i)                                    the Trustee shall fail to comply with the
provisions of Section 7.08 after written request therefor by the Company
or by any Securityholder who has been a bona fide holder of a Security or
Securities for at least six months; or


 


(ii)                                the Trustee shall cease to be eligible in
accordance with the provisions of Section 7.09 and shall fail to resign
after written request therefor by the Company or by any such Securityholder; or


 


(iii)                            the Trustee shall become incapable of acting,
or shall be adjudged a bankrupt or insolvent, or commence a voluntary
bankruptcy proceeding, or a receiver of the Trustee or of its property shall be
appointed or consented to, or any public officer shall take charge or control
of the Trustee or of its property or affairs for the purpose of rehabilitation,
conservation or liquidation;


 


then, in any such case, the
Company may remove the Trustee with respect to all Securities and appoint a
successor trustee by written instrument, in duplicate, executed by order of the
Board of Directors, one copy of which instrument shall be delivered to the Trustee
so removed and one copy to the successor trustee, or any Securityholder who has
been a bona fide holder of a Security or Securities for at least six months
may, on behalf of that holder and all others similarly situated, petition any
court of competent jurisdiction for the removal of the Trustee and the
appointment of a successor trustee. 
Such court may thereupon after such notice, if any, as it may deem
proper and prescribe, remove the Trustee and appoint a successor trustee.


 


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


 


(d)                                  Any resignation or removal of the Trustee and
appointment of a successor trustee with respect to the Securities of a series
pursuant to any of the provisions of this Section shall become effective
upon acceptance of appointment by the successor trustee as provided in
Section 7.11.


 


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


 


Section 7.11                            Acceptance of Appointment By
Successor.


 


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


 

















 


Trustee and shall duly assign, transfer and deliver to such successor
trustee all property and money held by such retiring Trustee hereunder.


 


(b)                                  In case of the appointment hereunder of a
successor trustee with respect to the Securities of one or more (but not all)
series, the Company, the retiring Trustee and each successor trustee with
respect to the Securities of one or more series shall execute and deliver an
indenture supplemental hereto wherein each successor trustee shall accept such
appointment and which (i) shall contain such provisions as shall be necessary
or desirable to transfer and confirm to, and to vest in, each successor trustee
all the rights, powers, trusts and duties of the retiring Trustee with respect
to the Securities of that or those series to which the appointment of such
successor trustee relates, (ii) 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, that each such Trustee
shall be trustee of a trust or trusts hereunder separate and apart from any
trust or trusts hereunder administered by any other such Trustee and that no
Trustee shall be responsible for any act or failure to act on the part of any
other Trustee hereunder; and upon the execution and delivery of such
supplemental indenture the resignation or removal of the retiring Trustee shall
become effective to the extent provided therein, such retiring Trustee shall
with respect to the Securities of that or those series to which the appointment
of such successor trustee relates have no further responsibility for the
exercise of rights and powers or for the performance of the duties and obligations
vested in the Trustee under this Indenture, and each such successor trustee,
without any further act, deed or conveyance, shall become vested with all the
rights, powers, trusts and duties of the retiring Trustee with respect to the
Securities of that or those series to which the appointment of such successor
trustee relates; but, on request of the Company or any successor trustee, such
retiring Trustee shall duly assign, transfer and deliver to such successor
trustee, to the extent contemplated by such supplemental indenture, the
property and money held by such retiring Trustee hereunder with respect to the
Securities of that or those series to which the appointment of such successor
trustee relates.


 


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


 


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


 


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


 

















 


Section 7.12                            Merger, Conversion,
Consolidation or Succession to Business.


 


Any corporation into which
the Trustee may be merged or converted or with which it may be consolidated, or
any corporation resulting from any merger, conversion or consolidation to which
the Trustee shall be a party, or any corporation succeeding to the corporate
trust business of the Trustee, shall be the successor of the Trustee hereunder,
provided that such corporation shall be qualified under the provisions of
Section 7.08 and eligible under the provisions of Section 7.09,
without the execution or filing of any paper or any further act on the part of
any of the parties hereto, anything herein to the contrary
notwithstanding.  In case any Securities
shall have been authenticated, but not delivered, by the Trustee then in
office, any successor by merger, conversion or consolidation to such
authenticating Trustee may adopt such authentication and deliver the Securities
so authenticated with the same effect as if such successor Trustee had itself
authenticated such Securities.


 


Section 7.13                            Preferential Collection of
Claims Against the Company.


 


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


 


Section 7.14                            Notice of Default


 


If any Default or any Event
of Default occurs and is continuing and if such Default or Event of Default is
known to a Responsible Officer of the Trustee, the Trustee shall mail to each
Securityholder in the manner and to the extent provided in Section 313(c)
of the Trust Indenture Act notice of the Default or Event of Default within 45
days after it occurs and becomes known to the Trustee, unless such Default or
Event of Default has been cured; provided,
however, that, except in the case of a default in the payment of the
principal of (or premium, if any) or interest on any Security, the Trustee
shall be protected in withholding such notice if and so long as the board of directors,
the executive committee or a trust committee of directors and/or Responsible
Officers of the Trustee in good faith determine that the withholding of such
notice is in the interest of the Securityholders.


 


ARTICLE 8


 


CONCERNING THE SECURITYHOLDERS


 


Section 8.01                            Evidence of Action by
Securityholders.


 


Whenever in this Indenture
it is provided that the holders of a majority or specified percentage in
aggregate principal amount of the Securities of a particular series may take
any action (including the making of any demand or request, the giving of any
notice, consent or waiver or the taking of any other action), the fact that at
the time of taking any such action the holders of such majority or specified
percentage of that series have joined therein may be evidenced by any
instrument or any number of instruments of similar tenor executed by such
holders of Securities of that series in person or by agent or proxy appointed
in writing.


 

















 


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


 


Section 8.02                            Proof of Execution by
Securityholders.


 


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


 


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


 


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


 


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


 


Section 8.03                            Who May be Deemed Owners.


 


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


 

















 


Section 8.04                            Certain Securities Owned by
Company Disregarded.


 


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


 


Section 8.05                            Actions Binding on Future
Securityholders.


 


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


 


ARTICLE 9


 


SUPPLEMENTAL INDENTURES


 


Section 9.01                            Supplemental Indentures
Without the Consent of Securityholders.


 


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


 

















 


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


 


(b)                                  to comply with Article Ten;


 


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


 


(d)                                  to add to the covenants, restrictions,
conditions or provisions relating to the Company for the benefit of the holders
of all or any series of Securities (and if such covenants, restrictions,
conditions or provisions are to be for the benefit of less than all series of
Securities, stating that such covenants, restrictions, conditions or provisions
are expressly being included solely for the benefit of such series), to make
the occurrence, or the occurrence and the continuance, of a default in any such
additional covenants, restrictions, conditions or provisions an Event of
Default, or to surrender any right or power herein conferred upon the Company;


 


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


 


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


 


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


 


(h)                                 to evidence and provide for the acceptance of
appointment hereunder by a successor trustee; or


 


(i)                                    to comply with any requirements of the
Securities and Exchange Commission or any successor in connection with the
qualification of this Indenture under the Trust Indenture Act.


 


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


 


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


 

















 


Section 9.02                            Supplemental Indentures With
Consent of Securityholders.


 


With the consent (evidenced
as provided in Section 8.01) of the holders of not less than a majority in
aggregate principal amount of the Securities of each series affected by such
supplemental indenture or indentures at the time Outstanding, the Company, when
authorized by a Board Resolution, and the Trustee may from time to time and at
any time enter into an indenture or indentures supplemental hereto (which shall
conform to the provisions of the Trust Indenture Act as then in effect) for the
purpose of adding any provisions to or changing in any manner or eliminating
any of the provisions of this Indenture or of any supplemental indenture or of
modifying in any manner not covered by Section 9.01 the rights of the
holders of the Securities of such series under this Indenture; provided,
however, that no such supplemental indenture shall, without the consent of the
holders of each Security then Outstanding and affected thereby, (a) extend the
fixed maturity of any Securities of any series, or reduce the principal amount
thereof, or reduce the rate or extend the time of payment of interest thereon,
or reduce any premium payable upon the redemption thereof or (b) reduce the
aforesaid percentage of Securities, the holders of which are required to
consent to any such supplemental indenture.


 


It shall not be necessary
for the consent of the Securityholders of any series affected thereby under
this Section to approve the particular form of any proposed supplemental
indenture, but it shall be sufficient if such consent shall approve the
substance thereof.


 


Section 9.03                            Effect of Supplemental
Indentures.


 


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


 


Section 9.04                            Securities Affected by
Supplemental Indentures.


 


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


 

















 


Section 9.05                            Execution of Supplemental
Indentures.


 


Upon the request of the
Company, accompanied by its Board Resolutions authorizing the execution of any
such supplemental indenture, and upon the filing with the Trustee of evidence
of the consent of Securityholders required to consent thereto as aforesaid, the
Trustee shall join with the Company in the execution of such supplemental
indenture unless such supplemental indenture affects the Trustee’s own rights,
duties or immunities under this Indenture or otherwise, in which case the
Trustee may in its discretion but shall not be obligated to enter into such
supplemental indenture.  The Trustee,
subject to the provisions of Section 7.01, will be entitled to receive and
will be fully protected in relying upon an Officers’ Certificate and an Opinion
of Counsel stating that any supplemental indenture executed pursuant to this
Article is authorized or permitted by, and conforms to, the terms of this
Article and that it is proper for the Trustee under the provisions of this
Article to join in the execution thereof; provided, however, that such
Officers’ Certificate or Opinion of Counsel need not be provided in connection
with the execution of a supplemental indenture that establishes the terms of a
series of Securities pursuant to Section 2.01 hereof.


 


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


 


ARTICLE 10


 


SUCCESSOR ENTITY


 


Section 10.01                     Company May Consolidate,
Etc.


 


Except as provided pursuant
to Section 2.01 pursuant to a Board Resolution, and set forth in an
Officers’ Certificate, or established in one or more indentures supplemental to
this Indenture, nothing contained in this Indenture shall prevent any
consolidation or merger of the Company with or into any other Person (whether
or not affiliated with the Company) or successive consolidations or mergers in
which the Company or its successor or successors shall be a party or parties,
or shall prevent any sale, conveyance, transfer or other disposition of the
property of the Company or its successor or successors as an entirety, or
substantially as an entirety, to any other corporation (whether or not
affiliated with the Company or its successor or successors) authorized to
acquire and operate the same; provided, however, the Company hereby covenants
and agrees that, upon any such consolidation or merger (in each case, if the
Company is not the survivor of such transaction), sale, conveyance, transfer or
other disposition, the due and punctual payment of the principal of (premium,
if any) and interest on all of the Securities of all series in accordance with
the terms of each series, according to their tenor, and the due and punctual
performance and observance of all the covenants and conditions of this
Indenture with respect to each series or established with respect to such
series pursuant to Section 2.01 to be kept or performed by the Company
shall be expressly assumed, by supplemental indenture (which shall conform to
the provisions of the Trust Indenture Act, as then in effect) reasonably


 

















 


satisfactory in form to the Trustee executed and delivered to the
Trustee by the entity formed by such consolidation, or into which the Company
shall have been merged, or by the entity which shall have acquired such
property.


 


Section 10.02                     Successor Entity Substituted.


 


(a)                                  In case of any such consolidation, merger,
sale, conveyance, transfer or other disposition and upon the assumption by the
successor entity by supplemental indenture, executed and delivered to the
Trustee and satisfactory in form to the Trustee, of the obligations set forth
under Section 10.01 on all of the Securities of all series Outstanding,
such successor entity shall succeed to and be substituted for the Company with
the same effect as if it had been named as the Company herein, and thereupon
the predecessor corporation shall be relieved of all obligations and covenants
under this Indenture and the Securities.


 


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


 


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


 


Section 10.03                     Evidence of Consolidation,
Etc. to Trustee.


 


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


 


ARTICLE 11


 


SATISFACTION AND DISCHARGE


 


Section 11.01                     Satisfaction and Discharge
of Indenture.


 


If at any time: (a) the
Company shall have delivered to the Trustee for cancellation all Securities of
a series theretofore authenticated and not delivered to the Trustee for
cancellation (other than any Securities that shall have been destroyed, lost or
stolen and that shall have been replaced or paid as provided in
Section 2.07 and Securities for whose payment money or Governmental
Obligations have theretofore been deposited in trust or segregated and held in
trust by the Company and thereupon repaid to the Company or discharged from
such trust, as provided in Section 11.05); or (b) all such Securities of a
particular series not theretofore delivered to the Trustee for cancellation shall
have become due and payable, or are by their terms to become due and payable
within one year or are to be called for redemption within one year under
arrangements satisfactory to the Trustee for the giving of notice of
redemption, and the Company shall deposit or cause to be deposited with the
Trustee as trust funds the entire amount in moneys


 

















 


or Governmental Obligations or a combination thereof, sufficient in the
opinion of a nationally recognized firm of independent public accountants
expressed in a written certification thereof delivered to the Trustee, to pay
at maturity or upon redemption all Securities of that series not theretofore
delivered to the Trustee for cancellation, including principal (and premium, if
any) and interest due or to become due to such date of maturity or date fixed
for redemption, as the case may be, and if the Company shall also pay or cause
to be paid all other sums payable hereunder with respect to such series by the
Company then this Indenture shall thereupon cease to be of further effect with
respect to such series except for the provisions of Sections 2.03, 2.05, 2.07,
4.01, 4.02, 4.03 and 7.10, that shall survive until the date of maturity or
redemption date, as the case may be, and Sections 7.06 and 11.05, that shall survive
to such date and thereafter, and the Trustee, on demand of the Company and at
the cost and expense of the Company shall execute proper instruments
acknowledging satisfaction of and discharging this Indenture with respect to
such series.


 


Section 11.02                     Discharge of Obligations.


 


If at any time all such
Securities of a particular series not heretofore delivered to the Trustee for
cancellation or that have not become due and payable as described in
Section 11.01 shall have been paid by the Company by depositing
irrevocably with the Trustee as trust funds moneys or an amount of Governmental
Obligations sufficient to pay at maturity or upon redemption all such
Securities of that series not theretofore delivered to the Trustee for
cancellation, including principal (and premium, if any) and interest due or to
become due to such date of maturity or date fixed for redemption, as the case
may be, and if the Company shall also pay or cause to be paid all other sums
payable hereunder by the Company with respect to such series, then after the
date such moneys or Governmental Obligations, as the case may be, are deposited
with the Trustee the obligations of the Company under this Indenture with
respect to such series shall cease to be of further effect except for the provisions
of Sections 2.03, 2.05, 2.07, 4,01, 4.02, 4,03, 7.06, 7.10 and 11.05 hereof
that shall survive until such Securities shall mature and be paid.


 


Thereafter, Sections 7.06
and 11.05 shall survive.


 


Section 11.03                     Deposited Moneys to be Held
in Trust.


 


All moneys or Governmental
Obligations deposited with the Trustee pursuant to Sections 11.01 or 11.02
shall be held in trust and shall be available for payment as due, either
directly or through any paying agent (including the Company acting as its own
paying agent), to the holders of the particular series of Securities for the
payment or redemption of which such moneys or Governmental Obligations have
been deposited with the Trustee.


 


Section 11.04                     Payment of Moneys Held by
Paying Agents.


 


In connection with the
satisfaction and discharge of this Indenture all moneys or Governmental
Obligations then held by any paying agent under the provisions of this
Indenture shall, upon demand of the Company, be paid to the Trustee and
thereupon such paying agent shall be released from all further liability with
respect to such moneys or Governmental Obligations.


 

















 


Section 11.05                     Repayment to Company.


 


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


 


ARTICLE 12


 


IMMUNITY OF INCORPORATORS, STOCKHOLDERS, OFFICERS AND
DIRECTORS


 


Section 12.01                     No Recourse.


 


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


 

















 


ARTICLE 13


 


MISCELLANEOUS PROVISIONS


 


Section 13.01                     Effect on Successors and
Assigns.


 


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


 


Section 13.02                     Actions by Successor.


 


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


 


Section 13.03                     Surrender of Company Powers.


 


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


 


Section 13.04                     Notices.


 


Except as otherwise
expressly provided herein, any notice, request or demand that by any provision
of this Indenture is required or permitted to be given, made or served by the
Trustee or by the holders of Securities or by any other Person pursuant to this
Indenture to or on the Company may be given or served by being deposited in
first class mail, postage prepaid, addressed (until another address is filed in
writing by the Company with the Trustee), as follows: 1180 Veterans Blvd.,
South San Francisco, CA 94080.  Any
notice, election, request or demand by the Company or any Securityholder or by
any other Person pursuant to this Indenture to or upon the Trustee shall be
deemed to have been sufficiently given or made, for all purposes, if given or
made in writing at the Corporate Trust Office of the Trustee.


 


Section 13.05                     Governing Law.


 


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


 


Section 13.06                     Treatment of Securities as
Debt.


 


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


 

















 


Section 13.07                     Certificates and Opinions as
to Conditions Precedent.


 


(a)                                  Upon any application or demand by the Company
to the Trustee to take any action under any of the provisions of this
Indenture, the Company shall furnish to the Trustee an Officers’ Certificate
stating that all conditions precedent provided for in this Indenture (other
than the certificate to be delivered pursuant to Section 13.12) relating
to the proposed action have been complied with and an Opinion of Counsel
stating that in the opinion of such counsel all such conditions precedent have
been complied with, except that in the case of any such application or demand
as to which the furnishing of such documents is specifically required by any
provision of this Indenture relating to such particular application or demand,
no additional certificate or opinion need be furnished.


 


(b)                                  Each certificate or opinion provided for in
this Indenture and delivered to the Trustee with respect to compliance with a
condition or covenant in this Indenture shall include (i) a statement that the
Person making such certificate or opinion has read such covenant or condition;
(ii) 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; (iii) a statement that, in the opinion of
such Person, he has made such examination or investigation as is reasonably
necessary to enable him to express an informed opinion as to whether or not
such covenant or condition has been complied with; and (iv) a statement as to
whether or not, in the opinion of such Person, such condition or covenant has
been complied with.


 


Section 13.08                     Payments on Business Days.


 


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


 


Section 13.09                     Conflict with Trust
Indenture Act.


 


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


 


Section 13.10                     Counterparts.


 


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


 


Section 13.11                     Separability.


 


In case any one or more of
the provisions contained in this Indenture or in the Securities of any series
shall for any reason be held to be invalid, illegal or unenforceable in any
respect,


 

















 


such invalidity, illegality or unenforceability shall not affect any
other provisions of this Indenture or of such Securities, but this Indenture
and such Securities shall be construed as if such invalid or illegal or
unenforceable provision had never been contained herein or therein.


 


Section 13.12                     Compliance Certificates.


 


The Company shall deliver to
the Trustee, within 120 days after the end of each fiscal year during which any
Securities of any series were outstanding, a compliance certificate stating
whether or not the signer knows of any Default or Event of Default that
occurred during such fiscal year.  Such
certificate shall contain a certification from the principal executive officer,
principal financial officer or principal accounting officer of the Company that
a review has been conducted of the activities of the Company and the Company’s
performance under this Indenture and that the Company has complied with all
conditions and covenants under this Indenture. 
For purposes of this Section 13.12, such compliance shall be
determined without regard to any period of grace or requirement of notice
provided under this Indenture.  If the
officer of the Company signing such certificate has knowledge of such a Default
or Event of Default, the certificate shall describe any such Default or Event
of Default and its status.


 

















 


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


 


	
   

  	
  RIGEL
  PHARMACEUTICALS, INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  WELLS
  FARGO BANK, N.A.,
  as Trustee

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  
						



 

















 


CROSS-REFERENCE
TABLE (1)


 


	
  Section of Trust Indenture
  Act Of 1939, as Amended

  	
   

  	
  Section of
  Indenture

  
	
  310(a)

  	
   

  	
  7.09

  
	
  310(b)

  	
   

  	
  7.08

  
	
   

  	
   

  	
  7.10

  
	
  310(c)

  	
   

  	
  Inapplicable

  
	
  311(a)

  	
   

  	
  7.13

  
	
  311(b)

  	
   

  	
  7.13

  
	
  311(c)

  	
   

  	
  Inapplicable

  
	
  312(a)

  	
   

  	
  5.01

  
	
   

  	
   

  	
  5.02(a)

  
	
  312(b)

  	
   

  	
  5.02(c)

  
	
  312(c)

  	
   

  	
  5.02(c)

  
	
  313(a)

  	
   

  	
  5.04(a)

  
	
  313(b)

  	
   

  	
  5.04(b)

  
	
  313(c)

  	
   

  	
  5.04(a)

  
	
   

  	
   

  	
  5.04(b)

  
	
  313(d)

  	
   

  	
  5.04(c)

  
	
  314(a)

  	
   

  	
  5.03

  
	
   

  	
   

  	
  13.12

  
	
  314(b)

  	
   

  	
  Inapplicable

  
	
  314(c)

  	
   

  	
  13.07(a)

  
	
  314(d)

  	
   

  	
  Inapplicable

  
	
  314(e)

  	
   

  	
  13.07(b)

  
	
  314(f)

  	
   

  	
  Inapplicable

  
	
  315(a)

  	
   

  	
  7.01(a)

  
	
   

  	
   

  	
  7.01(b)

  
	
  315(b)

  	
   

  	
  7.14

  
	
  315(c)

  	
   

  	
  7.01

  
	
  315(d)

  	
   

  	
  7.01(b)

  
	
  315(e)

  	
   

  	
  6.07

  
	
  316(a)

  	
   

  	
  6.06

  
	
   

  	
   

  	
  8.04

  
	
  316(b)

  	
   

  	
  6.04

  
	
  316(c)

  	
   

  	
  8.01

  
	
  317(a)

  	
   

  	
  6.02

  
	
  317(b)

  	
   

  	
  4.03

  
	
  318(a)

  	
   

  	
  13.09

  



 












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