EXHIBIT 4.1
  VEECO INSTRUMENTS INC.
 


INDENTURE


Dated as of April 16,
2007


U.S. BANK TRUST NATIONAL ASSOCIATION


TRUSTEE



   
 















TABLE OF CONTENTS


	
  

  	
   

  	
  PAGE

  
	
   

  	
   

  	
   

  
	
  ARTICLE 1 DEFINITIONS AND OTHER PROVISIONS OF
  GENERAL APPLICATION  

  	
  1

  
	
   

  	
   

  
	
  SECTION 1.01

  	
  DEFINITIONS.

  	
  1

  
	
   

  	
   

  	
   

  
	
  SECTION 1.02

  	
  OTHER DEFINITIONS.

  	
  5

  
	
   

  	
   

  	
   

  
	
  SECTION 1.03

  	
  INCORPORATION BY REFERENCE OF TRUST INDENTURE ACT.

  	
  5

  
	
   

  	
   

  	
   

  
	
  SECTION 1.04

  	
  RULES OF CONSTRUCTION.

  	
  6

  
	
   

  	
   

  	
   

  
	
  SECTION 1.05

  	
  ACTS OF HOLDERS.

  	
  6

  
	
   

  	
   

  	
   

  
	
  ARTICLE 2 THE NOTES  

  	
  8

  
	
   

  	
   

  
	
  SECTION 2.01

  	
  FORM AND DATING.

  	
  8

  
	
   

  	
   

  	
   

  
	
  SECTION 2.02

  	
  EXECUTION AND AUTHENTICATION.

  	
  9

  
	
   

  	
   

  	
   

  
	
  SECTION 2.03

  	
  REGISTRAR AND PAYING AGENT.

  	
  9

  
	
   

  	
   

  	
   

  
	
  SECTION 2.04

  	
  PAYING AGENT TO HOLD MONEY AND NOTES IN TRUST.

  	
  9

  
	
   

  	
   

  	
   

  
	
  SECTION 2.05

  	
  NOTEHOLDER LISTS.

  	
  10

  
	
   

  	
   

  	
   

  
	
  SECTION 2.06

  	
  TRANSFER AND EXCHANGE.

  	
  10

  
	
   

  	
   

  	
   

  
	
  SECTION 2.07

  	
  REPLACEMENT NOTES.

  	
  11

  
	
   

  	
   

  	
   

  
	
  SECTION 2.08

  	
  OUTSTANDING NOTES; DETERMINATIONS OF HOLDERS’ ACTION.

  	
  11

  
	
   

  	
   

  	
   

  
	
  SECTION 2.09

  	
  TEMPORARY NOTES.

  	
  12

  
	
   

  	
   

  	
   

  
	
  SECTION 2.10

  	
  CANCELLATION.

  	
  12

  
	
   

  	
   

  	
   

  
	
  SECTION 2.11

  	
  PERSONS DEEMED OWNERS.

  	
  13

  
	
   

  	
   

  	
   

  
	
  SECTION 2.12

  	
  TRANSFER AND EXCHANGE OF CERTIFICATED NOTES.

  	
  13

  
	
   

  	
   

  	
   

  
	
  SECTION 2.13

  	
  CUSIP NUMBERS.

  	
  13

  
	
   

  	
   

  	
   

  
	
  SECTION 2.14

  	
  DEFAULTED INTEREST.

  	
  13

  
	
   

  	
   

  	
   

  
	
  ARTICLE 3 [Reserved]

  	
  13

  
	
   

  	
   

  
	
  ARTICLE 4 COVENANTS  

  	
  13

  
	
   

  	
   

  
	
  SECTION 4.01

  	
  PAYMENT OF PRINCIPAL, PREMIUM, INTEREST ON THE
  NOTES.

  	
  13

  
	
   

  	
   

  	
   

  
	
  SECTION 4.02

  	
  SEC AND OTHER REPORTS.

  	
  14

  
	
   

  	
   

  	
   

  
	
  SECTION 4.03

  	
  COMPLIANCE CERTIFICATE.

  	
  14

  
	
   

  	
   

  	
   

  
	
  SECTION 4.04

  	
  FURTHER INSTRUMENTS AND ACTS.

  	
  14

  
				



 













 


	
  SECTION 4.05

  	
  MAINTENANCE OF OFFICE OR AGENCY.

  	
  14

  
	
   

  	
   

  	
   

  
	
  ARTICLE 5 SUCCESSOR CORPORATION  

  	
  15

  
	
   

  	
   

  
	
  SECTION 5.01

  	
  WHEN COMPANY MAY MERGE OR TRANSFER ASSETS.

  	
  15

  
	
   

  	
   

  	
   

  
	
  ARTICLE 6 DEFAULTS AND REMEDIES  

  	
  16

  
	
   

  	
   

  
	
  SECTION 6.01

  	
  EVENTS OF DEFAULT.

  	
  16

  
	
   

  	
   

  	
   

  
	
  SECTION 6.02

  	
  ACCELERATION.

  	
  17

  
	
   

  	
   

  	
   

  
	
  SECTION 6.03

  	
  OTHER REMEDIES.

  	
  18

  
	
   

  	
   

  	
   

  
	
  SECTION 6.04

  	
  WAIVER OF PAST DEFAULTS.

  	
  18

  
	
   

  	
   

  	
   

  
	
  SECTION 6.05

  	
  CONTROL BY MAJORITY.

  	
  18

  
	
   

  	
   

  	
   

  
	
  SECTION 6.06

  	
  LIMITATION ON SUITS.

  	
  19

  
	
   

  	
   

  	
   

  
	
  SECTION 6.07

  	
  RIGHTS OF HOLDERS TO RECEIVE PAYMENT.

  	
  19

  
	
   

  	
   

  	
   

  
	
  SECTION 6.08

  	
  COLLECTION SUIT BY TRUSTEE.

  	
  19

  
	
   

  	
   

  	
   

  
	
  SECTION 6.09

  	
  TRUSTEE MAY FILE PROOFS OF CLAIM.

  	
  19

  
	
   

  	
   

  	
   

  
	
  SECTION 6.10

  	
  PRIORITIES.

  	
  20

  
	
   

  	
   

  	
   

  
	
  SECTION 6.11

  	
  UNDERTAKING FOR COSTS.

  	
  20

  
	
   

  	
   

  	
   

  
	
  SECTION 6.12

  	
  WAIVER OF STAY, EXTENSION OR USURY LAWS.

  	
  21

  
	
   

  	
   

  	
   

  
	
  ARTICLE 7 TRUSTEE  

  	
  21

  
	
   

  	
   

  
	
  SECTION 7.01

  	
  DUTIES AND RESPONSIBILITIES OF THE TRUSTEE; DURING
  DEFAULT; PRIOR TO DEFAULT.

  	
  21

  
	
   

  	
   

  	
   

  
	
  SECTION 7.02

  	
  CERTAIN RIGHTS OF THE TRUSTEE.

  	
  22

  
	
   

  	
   

  	
   

  
	
  SECTION 7.03

  	
  TRUSTEE NOT RESPONSIBLE FOR RECITALS, DISPOSITION OF
  NOTES OR APPLICATION OF PROCEEDS THEREOF.

  	
  23

  
	
   

  	
   

  	
   

  
	
  SECTION 7.04

  	
  TRUSTEE AND AGENTS MAY HOLD NOTES; COLLECTIONS, ETC.

  	
  23

  
	
   

  	
   

  	
   

  
	
  SECTION 7.05

  	
  MONEYS HELD BY TRUSTEE.

  	
  23

  
	
   

  	
   

  	
   

  
	
  SECTION 7.06

  	
  COMPENSATION AND INDEMNIFICATION OF TRUSTEE AND ITS
  PRIOR CLAIM.

  	
  23

  
	
   

  	
   

  	
   

  
	
  SECTION 7.07

  	
  RIGHT OF TRUSTEE TO RELY ON OFFICERS’ CERTIFICATE,
  ETC.

  	
  24

  
	
   

  	
   

  	
   

  
	
  SECTION 7.08

  	
  CONFLICTING INTERESTS.

  	
  24

  
	
   

  	
   

  	
   

  
	
  SECTION 7.09

  	
  PERSONS ELIGIBLE FOR APPOINTMENT AS TRUSTEE.

  	
  24

  
	
   

  	
   

  	
   

  
	
  SECTION 7.10

  	
  RESIGNATION AND REMOVAL; APPOINTMENT OF SUCCESSOR
  TRUSTEE.

  	
  25

  



 



 2
 









 


	
  SECTION 7.11

  	
  ACCEPTANCE OF APPOINTMENT BY SUCCESSOR TRUSTEE.

  	
  26

  
	
   

  	
   

  	
   

  
	
  SECTION 7.12

  	
  MERGER, CONVERSION, CONSOLIDATION OR SUCCESSION TO
  BUSINESS OF TRUSTEE.

  	
  26

  
	
   

  	
   

  	
   

  
	
  SECTION 7.13

  	
  PREFERENTIAL COLLECTION OF CLAIMS AGAINST THE
  COMPANY.

  	
  27

  
	
   

  	
   

  	
   

  
	
  SECTION 7.14

  	
  REPORTS BY THE TRUSTEE.

  	
  27

  
	
   

  	
   

  	
   

  
	
  SECTION 7.15

  	
  TRUSTEE TO GIVE NOTICE OF DEFAULT, BUT MAY WITHHOLD
  IN CERTAIN CIRCUMSTANCES.

  	
  27

  
	
   

  	
   

  	
   

  
	
  ARTICLE 8 DISCHARGE OF INDENTURE  

  	
  27

  
	
   

  	
   

  
	
  SECTION 8.01

  	
  DISCHARGE OF LIABILITY ON NOTES.

  	
  27

  
	
   

  	
   

  	
   

  
	
  SECTION 8.02

  	
  REPAYMENT OF THE COMPANY.

  	
  27

  
	
   

  	
   

  	
   

  
	
  ARTICLE 9 AMENDMENTS  

  	
  28

  
	
   

  	
   

  
	
  SECTION 9.01

  	
  WITHOUT CONSENT OF HOLDERS.

  	
  28

  
	
   

  	
   

  	
   

  
	
  SECTION 9.02

  	
  WITH CONSENT OF HOLDERS.

  	
  28

  
	
   

  	
   

  	
   

  
	
  SECTION 9.03

  	
  COMPLIANCE WITH TRUST INDENTURE ACT.

  	
  29

  
	
   

  	
   

  	
   

  
	
  SECTION 9.04

  	
  REVOCATION AND EFFECT OF CONSENTS, WAIVERS AND
  ACTIONS.

  	
  29

  
	
   

  	
   

  	
   

  
	
  SECTION 9.05

  	
  NOTATION ON OR EXCHANGE OF NOTES.

  	
  29

  
	
   

  	
   

  	
   

  
	
  SECTION 9.06

  	
  TRUSTEE TO SIGN SUPPLEMENTAL INDENTURES.

  	
  30

  
	
   

  	
   

  	
   

  
	
  SECTION 9.07

  	
  EFFECT OF SUPPLEMENTAL INDENTURES.

  	
  30

  
	
   

  	
   

  	
   

  
	
  SECTION 9.08

  	
  REFERENCE IN NOTES TO SUPPLEMENTAL INDENTURES.

  	
  30

  
	
   

  	
   

  	
   

  
	
  ARTICLE 10 [Reserved]  

  	
  30

  
	
   

  	
   

  
	
  ARTICLE 11 RESERVED  

  	
  30

  
	
   

  	
   

  
	
  ARTICLE 12 [Reserved]  

  	
  30

  
	
   

  	
   

  
	
  ARTICLE 13 MEETINGS OF HOLDERS OF NOTES  

  	
  30

  
	
   

  	
   

  
	
  SECTION 13.01

  	
  PURPOSES FOR WHICH MEETINGS MAY BE CALLED.

  	
  30

  
	
   

  	
   

  	
   

  
	
  SECTION 13.02

  	
  CALL, NOTICE AND PLACE OF MEETINGS.

  	
  31

  
	
   

  	
   

  	
   

  
	
  SECTION 13.03

  	
  PERSONS ENTITLED TO VOTE AT MEETINGS.

  	
  31

  
	
   

  	
   

  	
   

  
	
  SECTION 13.04

  	
  QUORUM; ACTION.

  	
  31

  
	
   

  	
   

  	
   

  
	
  SECTION 13.05

  	
  DETERMINATION OF VOTING RIGHTS; CONDUCT AND
  ADJOURNMENT OF MEETINGS.

  	
  32

  



 



 3
 









 


	
  SECTION 13.06

  	
  COUNTING VOTES AND RECORDING ACTION OF MEETINGS.

  	
  32

  
	
   

  	
   

  	
   

  
	
  ARTICLE 14 MISCELLANEOUS  

  	
  33

  
	
   

  	
   

  
	
  SECTION 14.01

  	
  TRUST INDENTURE ACT CONTROLS.

  	
  33

  
	
   

  	
   

  	
   

  
	
  SECTION 14.02

  	
  NOTICES.

  	
  33

  
	
   

  	
   

  	
   

  
	
  SECTION 14.03

  	
  COMMUNICATION BY HOLDERS WITH OTHER HOLDERS.

  	
  34

  
	
   

  	
   

  	
   

  
	
  SECTION 14.04

  	
  CERTIFICATE AND OPINION AS TO CONDITIONS PRECEDENT.

  	
  34

  
	
   

  	
   

  	
   

  
	
  SECTION 14.05

  	
  STATEMENTS REQUIRED IN CERTIFICATE OR OPINION.

  	
  35

  
	
   

  	
   

  	
   

  
	
  SECTION 14.06

  	
  SEPARABILITY CLAUSE.

  	
  35

  
	
   

  	
   

  	
   

  
	
  SECTION 14.07

  	
  RULES BY TRUSTEE, PAYING AGENT AND REGISTRAR.

  	
  35

  
	
   

  	
   

  	
   

  
	
  SECTION 14.08

  	
  BENEFITS OF INDENTURE.

  	
  35

  
	
   

  	
   

  	
   

  
	
  SECTION 14.09

  	
  LEGAL HOLIDAYS.

  	
  35

  
	
   

  	
   

  	
   

  
	
  SECTION 14.10

  	
  GOVERNING LAW.

  	
  35

  
	
   

  	
   

  	
   

  
	
  SECTION 14.11

  	
  NO RECOURSE AGAINST OTHERS.

  	
  36

  
	
   

  	
   

  	
   

  
	
  SECTION 14.12

  	
  SUCCESSORS.

  	
  36

  
	
   

  	
   

  	
   

  
	
  SECTION 14.13

  	
  MULTIPLE ORIGINALS.

  	
  36

  



EXHIBITS


	
  Exhibit A-1

  	
  Form of Certificated Note

  
	
  Exhibit B-1

  	
  Transfer Certificate

  



 



 4















CROSS REFERENCE TABLE(1)


	
  TIA Section

  	
   

  	
  Indenture Section

  
	
  310

  	
  (a)(1)

  	
   

  	
  7.09

  
	
   

  	
  (a)(2)

  	
   

  	
  7.09

  
	
   

  	
  (a)(3)

  	
   

  	
  N.A.(2)

  
	
   

  	
  (a)(4)

  	
   

  	
  N.A.

  
	
   

  	
  (a)(5)

  	
   

  	
  Preamble

  
	
   

  	
  (b)

  	
   

  	
  7.08; 7.09;
  7.10; 7.11

  
	
   

  	
  (c)

  	
   

  	
  N.A.

  
	
  311

  	
  (a)

  	
   

  	
  7.13

  
	
   

  	
  (b)

  	
   

  	
  7.13

  
	
   

  	
  (c)

  	
   

  	
  N.A.

  
	
  312

  	
  (a)

  	
   

  	
  2.05

  
	
   

  	
  (b)

  	
   

  	
  14.03

  
	
   

  	
  (c)

  	
   

  	
  14.03

  
	
  313

  	
  (a)

  	
   

  	
  7.14

  
	
   

  	
  (b)(1)

  	
   

  	
  7.14

  
	
   

  	
  (b)(2)

  	
   

  	
  7.14

  
	
   

  	
  (c)

  	
   

  	
  14.02

  
	
   

  	
  (d)

  	
   

  	
  7.14

  
	
  314

  	
  (a)

  	
   

  	
  4.02; 4.03;
  14.02

  
	
   

  	
  (b)

  	
   

  	
  N.A.

  
	
   

  	
  (c)(1)

  	
   

  	
  14.04

  
	
   

  	
  (c)(2)

  	
   

  	
  14.04

  
	
   

  	
  (c)(3)

  	
   

  	
  N.A.

  
	
   

  	
  (d)

  	
   

  	
  N.A.

  
	
   

  	
  (e)

  	
   

  	
  14.05

  
	
   

  	
  (f)

  	
   

  	
  N.A.

  
	
  315

  	
  (a)

  	
   

  	
  7.01

  
	
   

  	
  (b)

  	
   

  	
  7.15; 14.02

  
	
   

  	
  (c)

  	
   

  	
  7.01

  
	
   

  	
  (d)

  	
   

  	
  7.01

  
	
   

  	
  (e)

  	
   

  	
  6.11

  
	
  316

  	
  (a) (last sentence)

  	
   

  	
  2.08

  
	
   

  	
  (a)(1)(A)

  	
   

  	
  6.05

  
	
   

  	
  (a)(1)(B)

  	
   

  	
  6.04

  
	
   

  	
  (a)(2)

  	
   

  	
  N.A.

  
	
   

  	
  (b)

  	
   

  	
  6.07

  
	
   

  	
  (c)

  	
   

  	
  1.05

  







(1)             Note:  This Cross Reference Table shall not, for any
purpose, be deemed to be part of the Indenture.


(2)             N.A.
means Not Applicable.













 


	
  317

  	
  (a)(1) 

  	
   

  	
  6.08

  
	
   

  	
  (a)(2)

  	
   

  	
  6.09

  
	
   

  	
  (b)

  	
   

  	
  2.04

  
	
  318

  	
  (a) 

  	
   

  	
  14.01

  
	
   

  	
  (b)

  	
   

  	
  N.A.

  
	
   

  	
  (c)

  	
   

  	
  14.01

  



 


 



 2















 


INDENTURE dated as of April 16, 2007 between VEECO INSTRUMENTS INC., a
Delaware corporation (the “Company”), and U.S. BANK TRUST NATIONAL ASSOCIATION,
a national banking association, as Trustee hereunder (the “Trustee”).


RECITALS OF THE COMPANY


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 “Notes”) in an aggregate principal amount not to exceed $500,000,000
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.


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


This Indenture is subject to, and shall be governed by, the provisions
of the Trust Indenture Act of 1939, as amended, that are required to be a part of and to govern indentures qualified
under the Trust Indenture Act of 1939, as amended.


NOW, THEREFORE, THIS INDENTURE WITNESSETH:


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


ARTICLE 1



DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION


SECTION 1.01       DEFINITIONS.  For all purposes of this Indenture, except as
otherwise expressly provided or unless the context otherwise requires:


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


(2)           all accounting terms not otherwise
defined herein have the meanings assigned to them in accordance with GAAP; and


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


“AFFILIATE” of any specified person means any other person directly or
indirectly controlling or controlled by or under direct or indirect common
control with such specified person.  For
purposes of this definition, “control” when used with respect to any specified
person means the power to direct or cause the direction of the management and
policies of such person, directly or indirectly, whether through the ownership
of voting securities, by 













contract or otherwise; and the terms “controlling” and
“controlled” have meanings correlative to the foregoing.


“BOARD OF DIRECTORS” means either the board of directors of the Company
or any duly authorized committee of such board.


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


“BUSINESS DAY” means each day of the year other than a Saturday or a
Sunday on which banking institutions are not required or authorized to close in
the City of New York or the city in which the principal corporate trust office
of the Trustee is located.


“CAPITAL STOCK” of any corporation means any and all shares, interests,
rights to purchase, warrants, options, participations or other equivalents of
or interests in (however designated) stock issued by that corporation.


“CERTIFICATED NOTES” means Notes that are in the form of the Note
attached hereto as Exhibit A-1.


“COMMON STOCK” means the common stock, par value $0.01 per share of the
Company.


 “COMPANY” means the party named
as the “Company” in the first paragraph of this Indenture until a successor
replaces it pursuant to the applicable provisions of this Indenture, and,
thereafter, “Company” shall mean such successor.  The foregoing sentence shall likewise apply
to any subsequent such successor or successors.


“COMPANY REQUEST” or “COMPANY ORDER” means a written request or order
signed in the name of the Company by any two Officers.


“CORPORATE TRUST OFFICE” means the principal office of the Trustee at
which at any time its corporate trust business shall be administered, which
office at the date hereof is located at 100 Wall Street, Suite 1600, New York,
New York 10005, or such other address as the Trustee may designate from time to
time by notice to the Holders and the Company, or the principal corporate trust
office of any successor Trustee (or such other address as a successor Trustee
may designate from time to time by notice to the Holders and the Company).


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


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



 2
 









 


“EXCHANGE ACT” means the United States Securities Exchange Act of 1934
(or any successor statute), as amended from time to time.


“GAAP” means United States generally accepted accounting principles as
in effect from time to time.


“HOLDER” or “NOTEHOLDER” means a person in whose name a Note is
registered on the Registrar’s books.


“INDENTURE” means this Indenture, as amended or supplemented from time
to time in accordance with the terms hereof, including the provisions of the
TIA that are deemed to be a part hereof.


“INTEREST PAYMENT DATE” means the Stated Maturity of an installment of
interest on the Notes.


“INTEREST RATE” means, the interest rate specified in any Note issued
hereunder.


“ISSUE DATE” of any Note means the date on which the Note was
originally issued or deemed issued as set forth on the face of the Note.


“NOTES” has the meaning ascribed to it in the first paragraph under the
caption “Recitals of the Company”.


“OFFICER” means the Chairman of the Board, the Vice Chairman, the Chief
Executive Officer, the President, any Executive Vice President, any Senior Vice
President, any Vice President, the Treasurer or the Secretary or any Assistant Treasurer
or Assistant Secretary of the Company.


“OFFICERS’ CERTIFICATE” means a written certificate containing the
information specified in Sections 14.04 and 14.05, signed in the name of
the Company by any two Officers, and delivered to the Trustee.  An Officers’ Certificate given pursuant to
Section 4.03 shall be signed by one authorized financial or accounting
Officer of the Company but need not contain the information specified in
Sections 14.04 and 14.05.


“OPINION OF COUNSEL” means a written opinion, in form and substance
reasonably satisfactory to the Trustee, containing the information specified in
Sections 14.04 and 14.05, from legal counsel who is reasonably acceptable
to the Trustee.  The counsel may be an
employee of, or counsel to, the Company or the Trustee.


“PERSON” or “PERSON” means any individual, corporation, limited
liability company, partnership, joint venture, association, joint-stock
company, trust, unincorporated organization, or government or any agency or
political subdivision thereof, including any subdivision or ongoing business of
any such entity or substantially all of the assets of any such entity,
subdivision or business.



 3
 









 


“PRINCIPAL” of a Note means the principal amount due on the Stated
Maturity as set forth on the face of the Note.


“REGULAR RECORD DATE” means, with respect to the interest payable on
any Interest Payment Date, the close of business on April 15 or October 15
(whether or not a Business Day), as the case may be, next preceding such
Interest Payment Date.


“RESPONSIBLE OFFICER” means, when used with respect to the Trustee, any
officer within the corporate trust department of the Trustee, including any
vice president, assistant vice president, assistant secretary, assistant
treasurer, trust officer or any other officer of the Trustee who customarily
performs 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 such person’s knowledge of and familiarity with the
particular subject.


“SEC” means the Securities and Exchange Commission.


“SECURITIES ACT” means the United States Securities Act of 1933 (or any
successor statute), as amended from time to time.


“SIGNIFICANT SUBSIDIARY” means, as of any date of determination, a
Subsidiary of the Company, including its Subsidiaries, that meets any of the
following conditions as of such date:


(i)            the
Company’s and its other Subsidiaries’ investments in and advances to the
Subsidiary exceed 10 percent of the total assets of the Company and its
Subsidiaries consolidated as of the end of the most recently completed fiscal
year; or


(ii)           the
Company’s and its other Subsidiaries’ proportionate share of the total assets
of the Subsidiary exceeds 10 percent of the total assets of the Company and its
Subsidiaries consolidated as of the end of the most recently completed fiscal
year; or


(iii)          the
Company’s and its other Subsidiaries’ equity in the income from continuing
operations before income taxes, extraordinary items and cumulative effect of a
change in accounting principles of the Subsidiary exceeds 10 percent of such
income of the Company and its Subsidiaries consolidated as of the end of the
most recently completed fiscal year.


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


“SUBSIDIARY” means, as of any date of determination (i) a
corporation, a majority of whose Capital Stock with voting power, under
ordinary circumstances, to elect directors is directly or indirectly owned by
the Company, by one or more Subsidiaries of the Company or by the Company and
one or more Subsidiaries of the Company, (ii) a partnership in which the
Company or a Subsidiary of the Company holds a majority interest in the equity
capital or profits of such partnership, or (iii) any other person (other
than a corporation) in which the Company, a Subsidiary of the Company or the
Company and one or more Subsidiaries of the 



 4
 









Company, directly or indirectly has (x) at least
a majority ownership interest or (y) the power to elect or direct the
election of a majority of the directors or other governing body of such person.


“TIA” means the Trust Indenture Act of 1939 as in effect on the date of
this Indenture, provided, however, that in the event the TIA is amended after
such date, TIA means, to the extent required by any such amendment, the TIA as
so amended.


“TRUSTEE” means the party named as the “Trustee” in the first paragraph
of this Indenture until a successor replaces it pursuant to the applicable
provisions of this Indenture and, thereafter, shall mean such successor.  The foregoing sentence shall likewise apply
to any subsequent such successor or successors.


“UNITED STATES” means the United States of America (including the
States and the District of Columbia), its territories, its possessions and
other areas subject to its jurisdiction (its “possessions” including Puerto Rico,
the U.S. Virgin Islands, Guam, American Samoa, Wake Island and the Northern
Mariana Islands).


“U.S. GOVERNMENT OBLIGATIONS” means securities that are (i) direct
obligations of the United States of America, the payment of which its full
faith and credit is pledged or (ii) obligations of a Person controlled or
supervised by or 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, which, 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 Notes, and shall also include a depository
receipt issued by a bank or trust company as custodian with respect to any such
U.S. Government Obligation or a specific payment of interest on or principal of
any such U.S. Government Obligation held by such custodian for the account of
the holder of a depository receipt; provided that (except as required by law) such
custodian is not authorized to make any deduction from the amount payable to
the holder of such depository receipt from any amount received by the custodian
in respect of the U.S. Government Obligation for the specific payment of
interest on or principal of the U.S. Government Obligation evidenced by such
depository receipt.


SECTION 1.02       OTHER
DEFINITIONS


	
  Term

  	
   

  	
  Defined in Section

  
	
  “Act”

  	
   

  	
  1.05(a)

  
	
  “Agent Members”

  	
   

  	
  2.12

  
	
  “Bankruptcy Law”

  	
   

  	
  6.01

  
	
  “Custodian”

  	
   

  	
  6.01

  
	
  “Event of Default”

  	
   

  	
  6.01

  
	
  “Legal Holiday”

  	
   

  	
  14.09

  
	
  “Notice of Default”

  	
   

  	
  6.01

  
	
  “Paying Agent”

  	
   

  	
  2.03

  
	
  “Registrar”

  	
   

  	
  2.03

  



 


SECTION 1.03       INCORPORATION
BY REFERENCE OF TRUST INDENTURE ACT. 
Whenever this Indenture refers to a provision of the TIA, the provision
is 



 5
 









incorporated by reference in and made a part of this
Indenture.  The following TIA terms used
in this Indenture have the following meanings:


“Commission” means the SEC.


“indenture Notes” means the Notes.


“indenture Note holder” means a Noteholder.


“indenture to be qualified” means this Indenture.


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


“obligor” on the indenture Notes means the Company.


All other TIA terms used in this Indenture that are defined by the TIA,
defined by TIA reference to another statute or defined by SEC rule have the
meanings assigned to them by such definitions.


SECTION 1.04       RULES OF
CONSTRUCTION.  Unless the context
otherwise requires:


(a)           a term has the meaning assigned to
it;


(b)           an accounting term not otherwise
defined has the meaning assigned to it in accordance with GAAP as in effect
from time to time;


(c)           “or” is not exclusive;


(d)           “including” means including, without
limitation; and


(e)           words in the singular include the
plural, and words in the plural include the singular.


SECTION 1.05       ACTS OF
HOLDERS.  (a)  Any request, demand, authorization,
direction, notice, consent, waiver or other action provided by this Indenture
to be given or taken by Holders may be embodied in and evidenced by
(i) one or more instruments of substantially similar tenor signed by such
Holders in person or by their agent or proxy duly appointed in writing,
(ii) the record of Holders of Notes voting in favor thereof, either in
person or by proxies duly appointed in writing, at any meeting of Holders of
Notes duly called and held in accordance with the provisions of Article 13
or (iii) a combination of such instruments and any such record.  Except as herein otherwise expressly
provided, such action shall become effective when such instrument or
instruments or record are delivered to the Trustee and, where it is hereby
expressly required, to the Company.  The
Trustee shall promptly deliver to the Company copies of all such instruments
and records delivered to the Trustee with a courtesy copy to the Company’s
counsel at the address listed in Section 14.02.  Such instrument or instruments and record
(and the action embodied therein and evidenced thereby) are herein sometimes
referred to as the “Act” of Holders signing such instrument or instruments and
so 



 6
 









voting at such meeting pursuant to
Section 13.06.  Proof of execution
of any such instrument or of a writing appointing any such agent or proxy shall
be sufficient for any purpose of this Indenture and conclusive in favor of the
Trustee and the Company, if made in the manner provided in this Section.


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


The ownership of Notes shall be proved by the register for the Notes or
by a certificate of the Registrar.


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


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


Upon receipt by the Trustee from any Holder of (i) any notice of
default or breach referred to in Section 6.01(3), if such default or
breach has occurred and is continuing and the Trustee shall not have given such
a notice to the Company, (ii) any declaration of acceleration referred to
in Section 6.02, if an Event of Default has occurred and is continuing and
the Trustee shall not have given such a declaration to the Company, or
(iii) any direction referred to in Section 6.05, if the Trustee shall
not have taken the action specified in such direction, then a record date shall
automatically, and without any action by the Company or the Trustee, be set for
determining the Holders entitled to join in such notice, declaration or
direction, which record 



 7
 









date shall be the close of business on the tenth day
(or, if such day is not a Business Day, the first Business Day thereafter)
following the day on which the Trustee receives such notice, declaration or
direction.  Promptly after such receipt
by the Trustee, and as soon as practicable thereafter, the Trustee shall notify
the Company and the Holders of any such record date so fixed.  The Holders on such record date (or their
duly appointed agents or proxies), and only such Persons, shall be entitled to
join in such notice, declaration or direction, whether or not such Holders
remain Holders after such record date; PROVIDED that, unless such notice,
declaration or direction shall have become effective by virtue of Holders of
the requisite principal amount of Notes on such record date (or their duly appointed
agents or proxies) having joined therein on or prior to the 90th day after such
record date, such notice, declaration or direction shall automatically, and
without any action by any Person, be canceled and of no further effect.  Nothing in this paragraph shall be construed
to prevent a Holder (or a duly appointed agent or proxy thereof) from giving,
before or after the expiration of such 90-day period, a notice, declaration or
direction contrary to or different from, or, after the expiration of such
period, identical to, the notice, declaration or direction to which such record
date relates, in which event a new record date in respect thereof shall be set
pursuant to this paragraph. In addition, nothing in this paragraph shall be
construed to render ineffective any notice, declaration or direction of the
type referred to in this paragraph given at any time to the Trustee and the
Company by Holders (or their duly appointed agents or proxies) of the requisite
principal amount of Notes on the date such notice, declaration or direction is
so given.


(e)           The provisions of
this Section 1.05 are subject to the provisions of Section 13.05.


ARTICLE 2


THE NOTES


SECTION 2.01       FORM AND
DATING.  The Notes and the Trustee’s
certificate of authentication to be borne by such Notes shall be substantially
in the form annexed hereto as Exhibit A-1, which is incorporated in and
made a part of this Indenture.  The terms
and provisions contained in the form of Note shall constitute, and are hereby
expressly made, a part of this Indenture and to the extent applicable, the
Company and the Trustee, by their execution and delivery of this Indenture,
expressly agree to such terms and provisions and to be bound thereby.


Any of the Notes may have such letters, numbers or other marks of
identification and such notations, legends and endorsements as the officers
executing the same may approve (execution thereof to be conclusive evidence of
such approval) 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 or automated quotation system on which the notes may be
listed or designated for issuance, or to conform to usage.


(a)           CERTIFICATED
NOTES.  Notes will be issued in
certificated form substantially in the form of Exhibit A-1 attached
hereto.



 8
 









 


SECTION 2.02       EXECUTION AND
AUTHENTICATION.  The Notes shall be
executed on behalf of the Company by any Officer, under its corporate seal
reproduced thereon.  The signature of the
Officer on the Notes may be manual or facsimile.


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


No Note shall be entitled to any benefit under this Indenture or be
valid or obligatory for any purpose unless there appears on such Note a
certificate of authentication substantially in the form provided for herein
duly executed by the Trustee by manual signature of an authorized officer, and
such certificate upon any Note shall be conclusive evidence, and the only
evidence, that such Note has been duly authenticated and delivered hereunder.


The Trustee shall authenticate and deliver Notes for original issue in
an aggregate principal amount of up to $500,000,000 upon a Company Order
without any further action by the Company. 
The aggregate principal amount of Notes outstanding at any time may not
exceed the amount set forth in the foregoing sentence, except as provided in
Section 2.07.


The Notes shall be issued only in registered form without coupons and
only in denominations of $1,000 in principal amount and any integral multiple
thereof.


SECTION 2.03       REGISTRAR AND
PAYING AGENT.  The Company shall maintain
an office or agency where Notes may be presented for registration of transfer
or for exchange (“Registrar”) and an office or agency where Notes may be
presented for purchase or payment (“Paying Agent”).  The Registrar shall keep a register of the
Notes and of their transfer and exchange. 
The Company may have one or more co-registrars and one or more
additional paying agents.  The term
Paying Agent includes any additional paying agent, including any named pursuant
to Section 4.05.


The Company shall enter into an appropriate agency agreement with any
Registrar, Paying Agent, or co-registrar (other than the Trustee).  The agreement shall implement the provisions
of this Indenture that relate to such agent. 
The Company shall notify the Trustee in writing of the name and address
of any such agent.  If the Company fails
to maintain a Registrar or Paying Agent, the Trustee shall act as such and
shall be entitled to appropriate compensation therefor pursuant to
Section 7.06. The Company or any Subsidiary or an Affiliate of either of
them may act as Paying Agent, Registrar or co-registrar.


The Company initially appoints the Trustee as Registrar and Paying
Agent in connection with the Notes.


SECTION 2.04       PAYING AGENT TO
HOLD MONEY AND NOTES IN TRUST.  Except as
otherwise provided herein, on or prior to each due date of payments in respect
of any Note, the Company shall deposit with the Paying Agent a sum of money (in
immediately available funds if deposited on the due date) sufficient to make
such payments when so becoming due.  The
Company shall require each Paying Agent (other than the Trustee) to 



 9
 









agree in writing that the Paying Agent shall hold in
trust for the benefit of Noteholders or the Trustee all money held by the
Paying Agent for the making of payments in respect of the Notes and shall
notify the Trustee in writing of any default by the Company in making any such
payment.  At any time during the
continuance of any such default, the Paying Agent shall, upon the written
request of the Trustee, forthwith pay to the Trustee all money so held in
trust.  If the Company, a Subsidiary or
an Affiliate of either of them acts as Paying Agent, it shall segregate the
money held by it as Paying Agent and hold it as a separate trust fund.  The Company at any time may require a Paying
Agent to pay all money held by it to the Trustee and to account for any funds
disbursed by it.  Upon doing so, the
Paying Agent shall have no further liability for the money.


SECTION 2.05       NOTEHOLDER
LISTS.  The Trustee shall preserve in as
current a form as is reasonably practicable the most recent list available to
it of the names and addresses of Noteholders. 
If the Trustee is not the Registrar, the Company shall cause to be
furnished to the Trustee at least semiannually on June 6 and
December 6 a listing of Noteholders dated within 13 days of the date on
which the list is furnished and at such other times as the Trustee may request
in writing a list in such form and as of such date as the Trustee may
reasonably require of the names and addresses of Noteholders.


SECTION 2.06       TRANSFER AND
EXCHANGE.  (a)  Subject to Section 2.12,  upon surrender for registration of transfer
of any Note, together with a written instrument of transfer satisfactory to the
Registrar duly executed by the Noteholder or such Noteholder’s attorney duly
authorized in writing, at the office or agency of the Company designated as
Registrar or co-registrar pursuant to Section 2.03, the Company shall
execute, and the Trustee shall authenticate and deliver, in the name of the
designated transferee or transferees, one or more new Notes of any authorized
denomination or denominations, of a like aggregate principal amount.  The Company shall not charge a service charge
for any registration of transfer or exchange, but the Company may require
payment of a sum sufficient to pay all taxes, assessments or other governmental
charges that may be imposed in connection with the transfer or exchange of the
Notes from the Noteholder requesting such transfer or exchange.


At the option of the Holder, Notes may be exchanged for other Notes of
any authorized denomination or denominations, of a like aggregate principal
amount, upon surrender of the Notes to be exchanged, together with a written
instrument of transfer satisfactory to the Registrar duly executed by the Noteholder
or such Noteholder’s attorney duly authorized in writing, at such office or
agency.  Whenever any Notes are so
surrendered for exchange, the Company shall execute, and the Trustee shall
authenticate and deliver, the Notes which the Holder making the exchange is
entitled to receive.


(b)           Successive
registrations and registrations of transfers and exchanges as aforesaid may be
made from time to time as desired, and each such registration shall be noted on
the register for the Notes.


(c)           Any Registrar
appointed pursuant to Section 2.03 shall provide to the Trustee such
information as the Trustee may reasonably require in connection with the
delivery by such Registrar of Notes upon transfer or exchange of Notes.



 10















 


(d)           No Registrar shall
be required to make registrations of transfer or exchange of Notes during any
periods designated in the text of the Notes or in this Indenture as periods
during which such registration of transfers and exchanges need not be made.


SECTION 2.07       REPLACEMENT
NOTES.  If (a) any mutilated Note is
surrendered to the Trustee, or (b) the Company and the Trustee receive
evidence to their satisfaction of the destruction, loss or theft of any Note,
and there is delivered to the Company and the Trustee such Note or indemnity as
may be required by them to save each of them harmless, then, in the absence of
notice to the Company or the Trustee that such Note has been acquired by a bona
fide purchaser, the Company shall execute and upon its written request the
Trustee shall authenticate and deliver, in exchange for any such mutilated Note
or in lieu of any such destroyed, lost or stolen Note, a new Note of like tenor
and principal amount, bearing a number not contemporaneously outstanding.


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


Upon the issuance of any new Notes under this Section 2.07, the
Company may require the payment of a sum sufficient to cover any tax or other
governmental charge that may be imposed in relation thereto and any other
expenses (including the fees and expenses of the Trustee) connected therewith.


Every new Note issued pursuant to this Section 2.07 in lieu of any
mutilated, destroyed, lost or stolen Note shall constitute an original
additional contractual obligation of the Company, whether or not the destroyed,
lost or stolen Note shall be at any time enforceable by anyone, and shall be
entitled to all benefits of this Indenture equally and proportionately with any
and all other Notes duly issued hereunder.


The provisions of this Section 2.07 are exclusive and shall
preclude (to the extent lawful) all other rights and remedies with respect to
the replacement or payment of mutilated, destroyed, lost or stolen Notes.


SECTION 2.08       OUTSTANDING
NOTES; DETERMINATIONS OF HOLDERS’ ACTION. 
Notes outstanding at any time are all the Notes authenticated by the
Trustee except for those cancelled by it or delivered to it for cancellation,
those paid pursuant to Section 2.07 and those described in this
Section 2.08 as not outstanding.  A
Note does not cease to be outstanding because the Company or an Affiliate
thereof holds the Note; provided, however, that in determining whether the
Holders of the requisite principal amount of the outstanding Notes are present
at a meeting of Holders for quorum purposes have given or concurred in any
request, demand, authorization, direction, notice, consent or waiver hereunder,
Notes owned by the Company or any other obligor upon the Notes or any Affiliate
of the Company or such other obligor shall be disregarded and deemed not to be
outstanding, except that, in determining 
whether the Trustee shall be protected in making such calculation or in
relying upon any such determination as to the presence of a quorum or relying
upon any such 



 11
 









request, demand, authorization, direction, notice,
consent or waiver, only Notes which a Responsible Officer of the Trustee knows
to be so owned shall be so disregarded. 
Notes so owned that have been pledged in good faith may be regarded as
outstanding if the pledgee establishes to the satisfaction of the Trustee the
pledgee’s right so to act with respect to such Notes and that the pledgee is
not the Company or any other obligor upon the Notes or any Affiliate of the
Company or such other obligor.  Subject
to the foregoing, only Notes outstanding at the time of such determination
shall be considered in any such determination (including, without limitation,
determinations pursuant to Articles 6 and 9).


If a Note is replaced pursuant to Section 2.07, it ceases to be
outstanding unless the Trustee receives proof satisfactory to it that the
replaced Note is held by a bona fide purchaser.


If the Paying Agent holds, in accordance with this Indenture, on Stated
Maturity, money or securities, if permitted hereunder, sufficient to pay Notes
payable on that date, then immediately after such Stated Maturity such Notes
shall cease to be outstanding and interest on such Notes shall cease to accrue.


SECTION 2.09       TEMPORARY
NOTES.  Pending the preparation of
definitive Notes, the Company may execute, and upon Company Order the Trustee
shall authenticate and deliver, temporary Notes which are printed,
lithographed, typewritten, mimeographed or otherwise produced, in any
authorized denomination, substantially of the tenor of the definitive Notes in
lieu of which they are issued and with such appropriate insertions, omissions,
substitutions and other variations as the officers executing such Notes may
determine, as conclusively evidenced by their execution of such Notes.


If temporary Notes are issued, the Company will cause definitive Notes
to be prepared without unreasonable delay. 
After the preparation of definitive Notes, the temporary Notes shall be
exchangeable for definitive Notes upon surrender of the temporary Notes at the
office or agency of the Company designated for such purpose pursuant to
Section 2.03, without charge to the Holder.  Upon surrender for cancellation of any one or
more temporary Notes the Company shall execute and the Trustee shall
authenticate and deliver in exchange therefor a like principal amount of
definitive Notes of authorized denominations. 
Until so exchanged the temporary Notes shall in all respects be entitled
to the same benefits under this Indenture as definitive Notes.


SECTION 2.10       CANCELLATION.  All Notes surrendered for payment or
registration of transfer or exchange shall, if surrendered to any person other
than the Trustee, be delivered to the Trustee and shall be promptly cancelled
by it.  The Company may at any time
deliver to the Trustee for cancellation any Notes previously authenticated and delivered
hereunder which the Company may have acquired in any manner whatsoever, and all
Notes so delivered shall be promptly cancelled by the Trustee.  The Company may not issue new Notes to
replace Notes it has paid or delivered to the Trustee for cancellation.  No Notes shall be authenticated in lieu of or
in exchange for any Notes cancelled as provided in this Section 2.10,
except as expressly permitted by this Indenture.  All cancelled Notes held by the Trustee shall
be destroyed by the Trustee and the Trustee shall, upon request, deliver a
certificate of destruction to the Company.



 12
 









 


SECTION 2.11       PERSONS DEEMED
OWNERS.  Prior to due presentment of a
Note for registration of transfer, the Company, the Trustee and any agent of
the Company or the Trustee may treat the Person in whose name such Note is
registered as the owner of such Note for the purpose of receiving payment of
principal of the Note and interest thereon and for all other purposes
whatsoever, whether or not such Note be overdue, and neither the Company, the
Trustee nor any agent of the Company or the Trustee shall be affected by notice
to the contrary.


SECTION 2.12       TRANSFER AND
EXCHANGE OF CERTIFICATED NOTES.  When
Certificated Notes are presented to the Registrar with a request:


(x) to register the transfer of such Certificated Notes; or


(y) to exchange such Certificated Notes for an equal principal amount
of Certificated Notes of other authorized denominations,


the
Registrar shall register the transfer or make the exchange as requested if its
reasonable requirements for such transaction are met; provided, however, that
the Certificated Notes surrendered for transfer or exchange shall be duly
endorsed or accompanied by a written instrument of transfer in form reasonable
satisfactory to the Company and the Registrar, duly executed by the Holder
thereof or his attorney duly authorized in writing. CUSIP NUMBERS.  The Company in issuing the Notes may use “CUSIP”
numbers.  The Company will promptly
notify the Trustee in writing of any change in the CUSIP numbers.


SECTION 2.14       DEFAULTED
INTEREST.  If the Company defaults in a
payment of interest on the Notes, it shall pay, or shall deposit with the
Paying Agent money in immediately available funds sufficient to pay, the
defaulted interest, plus (to the extent lawful) any interest payable on the
defaulted interest, to the Persons who are Holders on a subsequent special
record date.  A special record date, as
used in this Section 2.14 with respect to the payment of any defaulted
interest, shall mean the 15th day next preceding the date fixed by the Company
for the payment of defaulted interest, whether or not such day is a Business
Day.  At least 15 days before the
subsequent special record date, the Company shall mail to each Holder and to
the Trustee a notice that states the subsequent special record date, the
payment date and the amount of defaulted interest to be paid.


ARTICLE 3



[Reserved]


ARTICLE 4



COVENANTS


SECTION 4.01       PAYMENT OF
PRINCIPAL, PREMIUM, INTEREST ON THE NOTES. 
The Company will duly and punctually pay the principal of and premium,
if any, and interest at the Interest Rate in respect of the Notes in accordance
with the terms of the Notes



 13
 









and this
Indenture.  The Company will deposit or
cause to be deposited with the Trustee as directed by the Trustee, no later
than 11:00 a.m., New York time on the day of the Stated Maturity of any Note or
installment of interest, all payments so due in immediately available
funds.  Principal amount and cash
interest shall be considered paid on the applicable date due if at 11:00 a.m.,
New York time on such date the Trustee or the Paying Agent holds, in accordance
with this Indenture, money or Notes, if permitted hereunder, sufficient to pay
all such amounts then due.


The Company shall, to the extent permitted by law, pay cash interest on
overdue amounts at the rate per annum set forth in paragraph 1 on the reverse
side of the Notes, compounded semiannually, which interest shall accrue from
the date such overdue amount was originally due to the date payment of such
amount, including interest thereon, has been made or duly provided for. All
such overdue interest shall be payable on demand.


SECTION 4.02       SEC AND OTHER
REPORTS.  The Company shall file with the
Trustee, within 15 days after it files such annual and quarterly reports,
information, documents and other reports with the SEC, copies of its annual
report and of the information, documents and other reports (or copies of such
portions of any of the foregoing as the SEC may by rules and regulations
prescribe) which the Company is required to file with the SEC pursuant to
Section 13 or 15(d) of the Exchange Act. 
If at any time the Company is not subject to Section 13 or 15(d) of
the Exchange Act, such reports shall be provided at the times the Company would
have been required to provide reports had it continued to have been subject to
such reporting requirements.  The Company
also shall comply with the other provisions of TIA Section 314(a).


SECTION 4.03       COMPLIANCE
CERTIFICATE.  The Company shall deliver
to the Trustee within 120 days after the end of each fiscal year of the Company
(beginning with the fiscal year ending on December 31, 2007) an Officers’
Certificate, stating whether or not to the best knowledge of the signers
thereof the Company is in default in the performance and observance of any of
the terms, provisions and conditions of this Indenture (without regard to any
period of grace or requirement of notice provided hereunder) and if the Company
shall be in default, specifying all such defaults and the nature and status
thereof of which they may have knowledge.


SECTION 4.04       FURTHER
INSTRUMENTS AND ACTS.  Upon request of
the Trustee, the Company will execute and deliver such further instruments and
do such further acts as may be reasonably necessary or proper to carry out more
effectively the purposes of this Indenture.


SECTION 4.05       MAINTENANCE OF
OFFICE OR AGENCY.  The Company will
maintain in The Borough of Manhattan, the City of New York, an office or agency
of the Trustee, Registrar and Paying Agent where Notes may be presented or
surrendered for payment, where Notes may be surrendered for registration of
transfer, exchange or purchase and where notices and demands to or upon the
Company in respect of the Notes and this Indenture may be served.  The office of the Trustee, located at 100
Wall Street, New York, New York 10005, attention: Corporate Trust
Administration, shall initially be such office or agency for all of the
aforesaid purposes.  The Company shall
give prompt written notice to the Trustee of 



 14
 









the location,
and of any change in the location, of any such office or agency (other than a
change in the location of the office of the Trustee).  If at any time the Company shall fail to
maintain any such required office or agency or shall fail to furnish the
Trustee with the address thereof, such presentations, surrenders, notices and
demands may be made or served at the address of the Trustee set forth in
Section 14.02.


The Company may also from time to time designate one or more other
offices or agencies where the Notes may be presented or surrendered for any or
all such purposes and may from time to time rescind such designations;
provided, however, that no such designation or rescission shall in any manner
relieve the Company of its obligation to maintain an office or agency in the
Borough of Manhattan, the City of New York, for such purposes.


ARTICLE 5



SUCCESSOR CORPORATION


SECTION 5.01       WHEN COMPANY
MAY MERGE OR TRANSFER ASSETS.  The
Company shall not consolidate with, merge with or into any other person, engage
in a statutory share exchange or convey, transfer or lease its properties and
assets substantially as an entirety to any person, unless:


(a)           either (1) the
Company shall be the continuing corporation or (2) the person (if other than
the Company) formed by such consolidation or into which the Company is merged
or the person which acquires by conveyance, transfer or lease the properties
and assets of the Company substantially as an entirety (i) shall be
organized and validly existing under the laws of the United States and
(ii) shall expressly assume, by an indenture supplemental hereto, executed
and delivered to the Trustee, in form and substance reasonably satisfactory to
the Trustee, all of the obligations of the Company under the Notes and this
Indenture;


(b)           at the time of such
transaction, no Event of Default and no event which, after notice or lapse of
time, would become an Event of Default, shall have happened and be continuing;
and


(c)           the Company shall
have delivered to the Trustee an Officers’ Certificate and an Opinion of
Counsel, each stating that such consolidation, merger, statutory share
exchange, conveyance, transfer or lease and, if a supplemental indenture is
required in connection with such transaction, such supplemental indenture,
comply with this Article  5 and that all conditions precedent herein
provided for relating to such transaction have been satisfied.


For purposes of the foregoing, the transfer (by lease, assignment, sale
or otherwise) of the properties and assets of one or more Subsidiaries (other
than to the Company or another Subsidiary), which, if such assets were owned by
the Company, would constitute all or substantially all of the properties and
assets of the Company, shall be deemed to be the transfer of all or
substantially all of the properties and assets of the Company.


The successor person formed by such consolidation or into which the
Company is merged or the successor person to which such conveyance, transfer or
lease is made shall succeed to, and be substituted for, and may exercise every
right and power of, the Company 



 15
 









under this Indenture with the same effect as if such
successor had been named as the Company herein; and thereafter, except in the
case of a lease, the Company shall be discharged from all obligations and
covenants under this Indenture and the Notes. 
Subject to Section 9.06, the Company, the Trustee and the successor
person shall enter into a supplemental indenture to evidence the succession and
substitution of such successor person and such discharge and release of the
Company.


ARTICLE 6


DEFAULTS AND REMEDIES


SECTION 6.01       EVENTS OF
DEFAULT.  An “Event of Default” occurs
if:


(1)           the
Company fails to pay when due the principal of or premium, if any, on any of
the Notes at maturity, or otherwise;


(2)           the
Company fails to pay an installment of interest (including additional interest,
if any) on any of the Notes that continues for 30 days after the date when due;


(3)           the
Company fails to perform or observe any other term, covenant or agreement
contained in the Notes or this Indenture for a period of 60 days after receipt
by the Company of a Notice of Default (as defined in this Section 6.01);


(4)           the
Company, or any Significant Subsidiary, or any Subsidiaries of the Company
which in the aggregate would constitute a Significant Subsidiary pursuant to or
under or within the meaning of any Bankruptcy Law:


(A)          commences a voluntary case or
proceeding;


(B)           consents to the entry of an order for
relief against it in an involuntary case or proceeding or the commencement of
any case against it;


(C)           consents to the appointment of a
Custodian of it or for any substantial part of its property;


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


(E)           files a petition in bankruptcy or
answer or consent seeking reorganization or relief; or


(F)           consents to the filing of such a
petition or the appointment of or taking possession by a Custodian; or


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



 16
 









 


(A)          is for relief against the Company or
any Significant Subsidiary or any Subsidiaries of the Company which in the
aggregate would constitute a Significant Subsidiary in an involuntary case or
proceeding, or adjudicates the Company or any Significant Subsidiary or any
Subsidiaries of the Company which in the aggregate would constitute a
Significant Subsidiary insolvent or bankrupt;


(B)           appoints a Custodian of the Company
or any Significant Subsidiary or any Subsidiaries of the Company which in the
aggregate would constitute a Significant Subsidiary or for any substantial part
of its or their properties; or


(C)           orders the winding up or liquidation
of the Company or any Significant Subsidiary or any Subsidiaries of the Company
which in the aggregate would constitute a Significant Subsidiary;


and the order or decree remains unstayed and in effect for 60 days.


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


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


A Default under clause (3) above is not an Event of Default until the
Trustee notifies the Company, or the Holders of at least 25% in aggregate
principal amount of the Notes at the time outstanding notify the Company and
the Trustee, of the Default and the Company does not cure such Default (and
such Default is not waived) within the time specified in clause (3) above
after actual receipt of such notice.  Any
such notice must specify the Default, demand that it be remedied and state that
such notice is a “Notice of Default”.


The Company will deliver to the Trustee, within five Business Days of
becoming aware of the occurrence of an event specified in (1) through (5)
above, written notice thereof.  In
addition, the Company shall deliver to the Trustee, within 30 days after it
becomes aware of the occurrence thereof, written notice of any event which with
the lapse of time would become an Event of Default under clause (3) above, its
status and what action the Company is taking or proposes to take with respect
thereto.


SECTION 6.02       ACCELERATION.  If an Event of Default (other than an Event
of Default specified in Section 6.01(4) or (5)) occurs and is continuing,
the Trustee by notice to the Company, or the Holders of at least 25% in
aggregate principal amount of the Notes at the time outstanding by notice to
the Company and the Trustee, may declare the Notes due and payable at their
principal amount together with accrued interest.  Upon a declaration of 



 17
 









acceleration,
such principal and accrued and unpaid interest to the date of payment shall be
immediately due and payable.


If an Event of Default specified in Section 6.01(4) or (5) above
occurs and is continuing, then the principal and the interest on all the Notes
shall become and be immediately due and payable without any declaration or
other act on the part of the Trustee or any Noteholders.


The Holders of a majority in aggregate principal amount of the Notes at
the time outstanding, by notice to the Trustee (and without notice to any other
Noteholder) may rescind or annul an acceleration and its consequences if the
rescission would not conflict with any judgment or decree and if all existing
Events of Default have been cured or waived except nonpayment of the principal
and any accrued cash interest that have become due solely as a result of
acceleration and if all amounts due to the Trustee under Section 7.06 have
been paid.  No such rescission shall
affect any subsequent Default or impair any right consequent thereto.


SECTION 6.03       OTHER REMEDIES.  If an Event of Default occurs and is
continuing, the Trustee may pursue any available remedy to collect the payment
of the principal, the premium, if any, and any accrued cash interest on the
Notes or to enforce the performance of any provision of the Notes or this
Indenture.


The Trustee may maintain a proceeding even if the Trustee does not
possess any of the Notes or produce any of the Notes in the proceeding.  A delay or omission by the Trustee or any
Noteholder in exercising any right or remedy accruing upon an Event of Default
shall not impair the right or remedy or constitute a waiver of, or acquiescence
in, the Event of Default.  No remedy is
exclusive of any other remedy.  All
available remedies are cumulative.


SECTION 6.04       WAIVER OF PAST
DEFAULTS.  The Holders of a majority in
aggregate principal amount of the Notes at the time outstanding, by notice to
the Trustee (and without notice to any other Holder), may waive an existing
Default and its consequences except (1) an Event of Default described in
Section 6.01(1) or (2) or (2) a Default in respect of a provision that
under Section 9.02 cannot be amended without the consent of each Holder
affected.  When a Default is waived, it
is deemed cured, but no such waiver shall extend to any subsequent or other
Default or impair any consequent right. 
This Section 6.04 shall be in lieu of Section 316(a)1(B) of
the TIA and such Section 316(a)1(B) is hereby expressly excluded from this
Indenture, as permitted by the TIA.


SECTION 6.05       CONTROL BY
MAJORITY.  The Holders of a majority in
aggregate principal amount of the Notes at the time outstanding may direct the
time, method and place of conducting any proceeding for any remedy available to
the Trustee or of exercising any trust or power conferred on the Trustee.
However, the Trustee may refuse to follow any direction that conflicts with law
or this Indenture or that the Trustee determines in good faith is unduly
prejudicial to the rights of other Holders or would involve the Trustee in
personal liability unless the Trustee is offered indemnity reasonably
satisfactory to it against loss, liability or expense.  This Section 6.05 shall be in lieu of
Section 316(a)1(A) of the TIA and such Section 316(a)1(A) is hereby
expressly excluded from this Indenture, as permitted by the TIA.



 18
 









 


SECTION 6.06       LIMITATION ON
SUITS.  A Holder may not pursue any
remedy with respect to this Indenture or the Notes unless:


(1)           the
Holder gives to the Trustee written notice stating that an Event of Default is
continuing;


(2)           the
Holders of at least 25% in aggregate principal amount of the Notes at the time
outstanding make a written request to the Trustee to pursue the remedy;


(3)           such
Holder or Holders offer to the Trustee reasonable security or indemnity
satisfactory to the Trustee against any loss, liability or expense;


(4)           the
Trustee does not comply with the request within 60 days after receipt of such
notice, request and offer of security or indemnity; and


(5)           the
Holders of a majority in aggregate principal amount of the Notes at the time
outstanding do not give the Trustee a direction inconsistent with the request
during such 60-day period.


A Noteholder may not use this Indenture to prejudice the rights of any
other Holder or to obtain a preference or priority over any other Holder.


SECTION 6.07       RIGHTS OF
HOLDERS TO RECEIVE PAYMENT.  Notwithstanding
any other provision of this Indenture, the right of any Holder to receive
payment of the principal amount, premium, if any, plus any accrued cash interest
in respect of the Notes held by such Holder, on or after the respective due
dates expressed in the Notes or to bring suit for the enforcement of any such
payment on or after such respective dates, shall not be impaired or affected
adversely without the consent of such Holder.


SECTION 6.08       COLLECTION SUIT
BY TRUSTEE.  If an Event of Default
described in Section 6.01(1) or (2) occurs and is continuing, the Trustee
may recover judgment in its own name and as trustee of an express trust against
the Company for the whole amount owing with respect to the Notes and the
amounts provided for in Section 7.06.


SECTION 6.09       TRUSTEE MAY
FILE PROOFS OF CLAIM.  In case of the
pendency of any receivership, insolvency, liquidation, bankruptcy,
reorganization, arrangement, adjustment, composition or other judicial
proceeding relative to the Company or any other obligor upon the Notes or the
property of the Company or of such other obligor or their creditors, the
Trustee (irrespective of whether the principal amount or any accrued cash
interest in respect of the Notes shall then be due and payable as therein
expressed or by declaration or otherwise and irrespective of whether the
Trustee shall have made any demand on the Company for the payment of any such
amount) shall be entitled and empowered, by intervention in such proceeding or
otherwise,


(a)           to file and prove a
claim for the whole amount of the principal amount or any accrued cash interest
and to file such other papers or documents as may be necessary or advisable in order
to have the claims of the Trustee (including any claim for the reasonable 



 19
 









compensation,
expenses, disbursements and advances of the Trustee, its agents and counsel or
any other amounts due the Trustee under Section 7.06) and of the Holders
allowed in such judicial proceeding, and


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


and
any custodian, receiver, assignee, trustee, liquidator, sequestrator or similar
official in any such judicial proceeding is hereby authorized by each Holder to
make such payments to the Trustee and, in the event that the Trustee shall
consent to the making of such payments directly to the Holders, to pay the
Trustee any amount due it for the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel, and any
other amounts due the Trustee under Section 7.06.


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


SECTION 6.10       PRIORITIES.  If the Trustee collects any money pursuant to
this Article 6, it shall pay out the money in the following order:


(1)           to
the Trustee for amounts due under Section 7.06;


(2)           to
Holders for amounts due and unpaid on the Notes for the principal amount or any
accrued cash interest, as the case may be, ratably, without preference or
priority of any kind, according to such amounts due and payable on the Notes;
and


(3)           the
balance, if any, to the Company.


The Trustee may fix a record date and payment date for any payment to
Holders pursuant to this Section 6.10. 
At least 15 days before such record date, the Trustee shall mail to each
Holder and the Company a notice that states the record date, the payment date
and the amount to be paid.


SECTION 6.11       UNDERTAKING FOR
COSTS.  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, a court in its discretion may
require the filing by any party litigant (other than the Trustee) in the suit
of an undertaking to pay the costs of the suit, and the court in its discretion
may assess reasonable costs, including reasonable attorneys’ fees and expenses,
against any party litigant in the suit, having due regard to the merits and
good faith of the claims or defenses made by the party litigant.  This Section 6.11 does not apply to a
suit by the Trustee, a suit by a Holder pursuant to Section 6.07 or a suit
by Holders of more than 10% in aggregate principal amount of the Notes at the
time outstanding.  This Section 6.11
shall be in lieu of Section 315(e) of the TIA and such Section 315(e)
is hereby expressly excluded from this Indenture, as permitted by the TIA.


 



 20















 


SECTION 6.12       WAIVER OF STAY,
EXTENSION OR USURY LAWS. The Company covenants (to the extent that it may
lawfully do so) that it will not at any time insist upon, or plead, or in any
manner whatsoever claim or take the benefit or advantage of, any stay or extension
law or any usury or other law wherever enacted, now or at any time hereafter in
force, which would prohibit or forgive the Company from paying all or any
portion of the principal amount or any accrued cash interest in respect of
Notes, or any interest on such amounts, as contemplated herein, or which may
affect the covenants or the performance of this Indenture; and the Company (to
the extent that it may lawfully do so) hereby expressly waives all benefit or
advantage of any such law, and covenants that it will not hinder, delay or
impede the execution of any power herein granted to the Trustee, but will
suffer and permit the execution of every such power as though no such law had
been enacted.


ARTICLE 7


TRUSTEE


SECTION 7.01       DUTIES AND
RESPONSIBILITIES OF THE TRUSTEE; DURING DEFAULT; PRIOR TO DEFAULT. The Trustee,
prior to the occurrence of an Event of Default hereunder and after the curing
or waiving of all such Events of Default which may have occurred, undertakes to
perform such duties and only such duties as are specifically set forth in this
Indenture.  In case an Event of Default
hereunder has occurred (which has not been cured or waived), the Trustee shall
exercise 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


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


(a)           prior to the
occurrence of an Event of Default hereunder and after the curing or waiving of
all such Events of Default which may have occurred:


(i)            the duties and obligations of the
Trustee shall be determined solely by the express provisions of this Indenture,
and the Trustee shall not be liable 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


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



 21
 









 


(b)           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; and


(c)           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 pursuant to
Section 6.05 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.


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 shall be reasonable ground for believing that
the repayment of such funds or adequate indemnity against such liability is not
reasonably assured to it.


The provisions of this Section 7.01 are in furtherance of and
subject to Sections 315 and 316 of the TIA.


SECTION 7.02       CERTAIN RIGHTS
OF THE TRUSTEE. In furtherance of and subject to the TIA and subject to
Section 7.01:


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


(b)           any request,
direction, order or demand of the Company mentioned herein shall be
sufficiently evidenced by an Officers’ Certificate (unless other evidence in
respect thereof be herein specifically prescribed); and any resolution of the
Board of Directors may be evidenced to the Trustee by a copy thereof certified
by the secretary or an assistant secretary of the Company;


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


(d)           the Trustee shall be
under no obligation to exercise any of the trusts or powers vested in it by
this Indenture with the request, order or direction of any of the Noteholders
pursuant to the provisions of this Indenture, unless such Noteholders shall
have offered to the Trustee reasonable security or indemnity satisfactory to the
Trustee against the costs, expenses and liabilities which might be incurred
therein or thereby;


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



 22
 









 


(f)            prior to the
occurrence of an Event of Default hereunder and after the curing or waiving of
all such Events of Default, 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, appraisal, bond, debenture, note, coupon, security, or other paper or
document unless requested in writing to do so by the Holders of not less than a
majority in aggregate principal amount of the Notes then outstanding; provided
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 expenses or liabilities
as a condition to proceeding; the reasonable expenses of every such
investigation shall be paid by the Company or, if paid by the Trustee or any
predecessor 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 not regularly in its
employ and the Trustee shall not be responsible for any misconduct or
negligence on the part of any such agent or attorney appointed with due care by
it hereunder.


SECTION 7.03       TRUSTEE NOT
RESPONSIBLE FOR RECITALS, DISPOSITION OF NOTES OR APPLICATION OF PROCEEDS
THEREOF. The recitals contained herein and in the Notes, except the Trustee’s
certificates of authentication, shall be taken as the statements of the Company,
and the Trustee assumes no responsibility for the correctness of the same.  The Trustee makes no representation as to the
validity or sufficiency of this Indenture or of the Notes.  The Trustee shall not be accountable for the
use or application by the Company of any of the Notes or of the proceeds
thereof.


SECTION 7.04       TRUSTEE AND AGENTS MAY HOLD NOTES;
COLLECTIONS, ETC. The Trustee or any agent of the Company or the Trustee, in
its individual or any other capacity, may become the owner or pledgee of Notes
with the same rights it would have if it were not the Trustee or such agent
and, subject to Sections 7.08 and 7.13, if operative, may otherwise deal with
the Company and receive, collect, hold and retain collections from the Company
with the same rights it would have if it were not the Trustee or such agent.


 


SECTION 7.05       MONEYS HELD BY
TRUSTEE. Subject to the provisions of Section 8.02 hereof, 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 mandatory
provisions of law.  Neither the Trustee
nor any agent of the Company or the Trustee shall be under any liability for
interest on any moneys received by it hereunder.


SECTION 7.06       COMPENSATION
AND INDEMNIFICATION OF TRUSTEE AND ITS PRIOR CLAIM. The Company covenants and
agrees to pay to the Trustee from time to time, and the Trustee shall be
entitled to, such compensation (which shall not be limited by any provision of
law in regard to the compensation of a trustee of an express trust) to be
agreed to in writing by the Trustee and the Company, and the Company covenants
and agrees to pay or reimburse the Trustee and each predecessor Trustee upon
its request for all reasonable 



 23
 









expenses,
disbursements and advances incurred or made by or on behalf of it in accordance
with any of the provisions of this Indenture (including (i) the reasonable
compensation and the expenses and disbursements of its counsel and of all
agents and other persons not regularly in its employ and (ii) interest at
the prime rate on any disbursements and advances made by the Trustee and not
paid by the Company within 5 days after receipt of an invoice for such disbursement
or advance) except any such expense, disbursement or advance as may arise from
its negligence or bad faith.  The Company
also covenants to indemnify the Trustee and each predecessor Trustee for, and
to hold it harmless against, any loss, liability or expense incurred without
negligence or bad faith on its part, arising out of or in connection with the
acceptance or administration of this Indenture or the trusts hereunder and its
duties hereunder, including the costs and expenses of defending itself against
or investigating any claim of liability in the premises.  The obligations of the Company under this
Section 7.06 to compensate and indemnify the Trustee and each predecessor
Trustee and to pay or reimburse the Trustee and each predecessor Trustee for
expenses, disbursements and advances shall constitute additional indebtedness
hereunder and shall survive the satisfaction and discharge of this
Indenture.  Such additional indebtedness
shall be a senior claim to that of the Notes 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 Notes, and the Notes are hereby effectively
subordinated to such senior claim to such extent.  The provisions of this Section 7.06 shall
survive the termination of this Indenture. 
When the Trustee incurs expenses or renders services in connection with
an Event of Default specified in Section 6.01 (4) and (5), the expenses
(including the reasonable fees and expenses of its counsel) and the
compensation for services in connection therewith are to constitute expenses of
administration under any bankruptcy law.


SECTION 7.07       RIGHT OF
TRUSTEE TO RELY ON OFFICERS’ CERTIFICATE, ETC. Subject to Sections 7.01 and
7.02, whenever in the administration of the trusts of this Indenture the
Trustee shall deem it necessary or desirable that a matter be proved or
established prior to taking or suffering or omitting 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.


SECTION 7.08       CONFLICTING
INTERESTS. If the Trustee has or shall acquire a conflicting interest within
the meaning of the TIA, the Trustee shall either eliminate such interest or
resign, to the extent and in the manner provided by, and subject to the
provisions of, the TIA.


SECTION 7.09       PERSONS
ELIGIBLE FOR APPOINTMENT AS TRUSTEE. The Trustee shall at all times be a
corporation or banking association and the Trustee and its parent corporation
shall at all times have a combined capital and surplus of at least
$10,000,000.  If such corporation or
banking association 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 7.09, the combined
capital and surplus of such corporation shall be deemed to be its combined
capital and surplus as set forth in its most recent report of condition so
published.  In case at any time the
Trustee shall cease to be eligible in accordance with the provisions of this
Section 7.09, the Trustee shall resign immediately in the manner and with
the effect specified in Section 7.10.



 24
 









 


SECTION 7.10       RESIGNATION AND
REMOVAL; APPOINTMENT OF SUCCESSOR TRUSTEE. (a) 
The Trustee, or any trustee or trustees hereafter appointed, may at any
time resign with respect to one or more or all series of Notes by giving
written notice of resignation to the Company and by mailing notice thereof by
first class mail to the Holders of Notes at their last addresses as they shall
appear on the Note register.  Upon
receiving such notice of resignation, the Company shall promptly appoint a
successor trustee or trustees by written instrument in duplicate, executed by
authority of the Board of Directors, one copy of which instrument shall be
delivered to the resigning Trustee and one copy to the successor trustee or
trustees.  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, or
any Noteholder who has been a bona fide Holder of a Note for at least six
months may, subject to the provisions of Section 7.11, 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 of the following shall occur:


(i)            the Trustee shall fail to comply with
the provisions of Section 7.08 with respect to any Notes after written
request therefor by the Company or by any Noteholder who has been a bona fide
Holder of a Note 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 Noteholder;
or


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


then,
in any such case, the Company may remove the Trustee and appoint a successor
trustee by written instrument, in duplicate, executed by order of the Board of
Directors of the Company, one copy of which instrument shall be delivered to
the Trustee so removed and one copy to the successor trustee, or, subject to
the provisions of Section 7.11, any Noteholder who has been a bona fide
Holder of a Note for at least six months may on behalf of himself and all
others similarly situated, petition any court of competent jurisdiction for the
removal of the Trustee 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.  If no successor
trustee shall have been appointed and have accepted appointment within 30 days
after a notice of removal has been given, the removed trustee may petition a
court of competent jurisdiction for the appointment of a successor trustee.


(c)           The Holders of a
majority in aggregate principal amount of the Notes at the time outstanding may
at any time remove the Trustee and appoint a successor trustee by delivering to
the Trustee so removed, to the successor trustee so appointed and to the
Company the evidence provided for in Section 1.05 of the action in that regard
taken by the Noteholders.



 25
 









 


(d)           Any resignation or
removal of the Trustee and any appointment of a successor trustee pursuant to
any of the provisions of this Section 7.10 shall become effective upon
acceptance of appointment by the successor trustee as provided in
Section 7.11.


SECTION 7.11       ACCEPTANCE OF
APPOINTMENT BY SUCCESSOR TRUSTEE. Any successor trustee appointed as provided
in Section 7.10 shall execute and deliver to the Company and to its
predecessor trustee an instrument accepting such appointment hereunder, and
thereupon the resignation or removal of the predecessor trustee shall become
effective and such successor trustee, without any further act, deed or
conveyance, shall become vested with all rights, powers, duties and obligations
of its predecessor hereunder, with like effect as if originally named as
trustee hereunder; but, nevertheless, on the written request of the Company or
of the successor trustee, upon payment of its charges then unpaid, the trustee
ceasing to act shall pay over to the successor trustee all moneys at the time
held by it hereunder and shall execute and deliver an instrument transferring
to such successor trustee all such rights, powers, duties and obligations.  Upon request of any such successor trustee,
the Company shall execute any and all instruments in writing for more fully and
certainly vesting in and confirming to such successor trustee all such rights
and powers.  Any trustee ceasing to act
shall, nevertheless, retain a prior claim upon all property or funds held or
collected by such trustee to secure any amounts then due it pursuant to the
provisions of Section 7.06.


No successor trustee shall accept appointment as provided in this
Section 7.11 unless at the time of such acceptance such successor trustee
shall be qualified under the provisions of Section 7.08 and eligible under
the provisions of Section 7.09.


Upon acceptance of appointment by any successor trustee as provided in
this Section 7.11, the Company shall mail notice thereof by first class
mail to the Holders of Notes at their last addresses as they shall appear in
the register.  If the acceptance of
appointment is substantially contemporaneous with the resignation, then the
notice called for by the preceding sentence may be combined with the notice
called for by Section 7.10. If the Company fails to mail such notice
within ten days after acceptance of appointment by the successor trustee, the
successor trustee shall cause such notice to be mailed at the expense of the
Company.


SECTION 7.12       MERGER,
CONVERSION, CONSOLIDATION OR SUCCESSION TO BUSINESS OF TRUSTEE. Any corporation
or banking association into which the Trustee may be merged or converted or
with which it may be consolidated, or any corporation or banking association
resulting from any merger, conversion or consolidation to which the Trustee
shall be a party, or any corporation or banking association succeeding to all
or substantially all of the corporate trust business of the Trustee, shall be
the successor of the Trustee hereunder, provided that such corporation or
banking association 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 at the time such successor to the
Trustee shall succeed to the trusts created by this Indenture any of the Notes
shall have been authenticated but not delivered, any such successor to the Trustee
may adopt the certificate of authentication of any predecessor Trustee and
deliver such Notes so authenticated; and, in case at that time any of the Notes
shall not have been authenticated, any successor to the Trustee may
authenticate such Notes either in the name of any predecessor hereunder or in
the name of the 



 26
 









successor
Trustee; and in all such cases such certificate shall have the full force and
effect that this Indenture provides for the certificate of authentication of
the Trustee; provided, that the right to adopt the certificate of
authentication of any predecessor Trustee or to authenticate Notes in the name
of any predecessor Trustee shall apply only to its successor or successors by
merger, conversion or consolidation.


SECTION 7.13       PREFERENTIAL
COLLECTION OF CLAIMS AGAINST THE COMPANY. The Trustee shall comply with the
provisions of Section 311 of the TIA.


SECTION 7.14       REPORTS BY THE
TRUSTEE. (a)  The Trustee shall transmit
to Holders and other persons such reports concerning the Trustee and its
actions under this Indenture as may be required pursuant to the TIA on or
before July 15 in each year that such report is required, such reports to
be dated as of the immediately preceding May 15.


(b)           A copy of each such
report shall, at the time of such transmission to Holders, be furnished to the
Company and be filed by the Trustee with each stock exchange upon which the
Notes are listed and also with the SEC. The Company agrees to notify the
Trustee when and as the Notes become admitted to trading on any national
securities exchange.


SECTION 7.15       TRUSTEE TO GIVE
NOTICE OF DEFAULT, BUT MAY WITHHOLD IN CERTAIN CIRCUMSTANCES. The Trustee shall
transmit to the Holders, as the names and addresses of such Holders appear on
the Note register, notice by mail of all Defaults which have occurred, such
notice to be transmitted within 90 days after the occurrence thereof, unless
such defaults shall have been cured before the giving of such notice; provided
that, except in the case of Default in the payment of the principal of,
interest on, or other similar obligation with respect to, any of the Notes, the
Trustee shall be protected in withholding such notice if and so long as the
board of directors, the executive committee, or a trust committee of directors
or trustees and/or Responsible Officers of the Trustee in good faith determines
that the withholding of such notice is in the best interests of the Holders.


ARTICLE 8


DISCHARGE OF INDENTURE


SECTION 8.01       DISCHARGE OF
LIABILITY ON NOTES. When all outstanding Notes will become due and payable
within one year of their Stated Maturity and the Company has deposited with the
Trustee cash sufficient to pay and discharge all outstanding Notes on the date
of their Stated Maturity, then the Company may discharge its obligations under
this Indenture while Notes remain outstanding. 
The Trustee shall join in the execution of a document prepared by the
Company acknowledging satisfaction and discharge of this Indenture on demand of
the Company accompanied by an Officers’ Certificate and Opinion of Counsel and
at the cost and expense of the Company.


SECTION 8.02       REPAYMENT OF
THE COMPANY. The Trustee and the Paying Agent shall return to the Company upon
written request any money or securities held by them for the payment of any
amount with respect to the Notes that remains unclaimed for two years, subject
to applicable unclaimed property law. 
After return to the Company, Holders 



 27
 









entitled to
the money or securities must look to the Company for payment as general
creditors unless an applicable abandoned property law designates another person
and the Trustee and the Paying Agent shall have no further liability to the
Noteholders with respect to such money or securities for that period commencing
after the return thereof.


ARTICLE 9


AMENDMENTS


SECTION 9.01       WITHOUT CONSENT
OF HOLDERS. The Company and the Trustee may amend this Indenture or the Notes
without the consent of any Holder for the purposes of, among other things:


(1)           adding
to the Company’s covenants for the benefit of the Holders;


(2)           surrendering
any right or power conferred upon the Company;


(3)           providing
for conversion rights of Holders if any reclassification or change of Common
Stock or any consolidation, merger, statutory share exchange or other business
combination or sale of all or substantially all of the Company’s assets occurs;


(4)           complying
with the requirements of the SEC in order to effect or maintain the
qualification of this Indenture under the TIA;


(5)           curing
any ambiguity, omission, inconsistency or correcting or supplementing any
defective provision contained in this Indenture; provided that such
modification or amendment does not, in the good faith opinion of the Board of
Directors and the Trustee, adversely affect the interests of the Holders in any
material respect; or


(6)           adding
or modifying any other provisions which the Company and the Trustee may deem
necessary or desirable and which will not adversely affect the interests of the
Holders in any material respect;


(7)           complying
with Article 5; or


(8)           providing
for uncertificated Notes in addition to the Certificated Notes so long as such
uncertificated Notes are in registered form for purposes of the Internal
Revenue Code of 1986, as amended.


SECTION 9.02       WITH CONSENT OF
HOLDERS. With the written consent of the Holders of at least a majority in
aggregate principal amount of the Notes at the time outstanding or by the
adoption of a resolution at a meeting of Holders at which a quorum is present
by at least a majority in aggregate principal amount of the Notes represented
at the meeting, the Company may modify and amend this Indenture or the Notes
and waive noncompliance by the Company. 
However, without the consent of each Holder affected, a modification,
amendment or waiver to this Indenture or the Notes may not:



 28
 









 


(1)           change
the maturity of the principal of or any installment of interest on any Note
(including any payment of additional interest);


(2)           reduce
the principal amount of, or premium, if any, or interest on (including any
payment of additional interest), any Note;


(3)           reduce
the Interest Rate or interest (including additional interest) on any Note;


(4)           change
the currency of payment of principal of, premium, if any, or interest of any
Note;


(5)           impair
the right to institute suit for the enforcement of any payment on or with
respect to any Note;


(6)           modify
the subordination provisions of the Notes in a manner adverse to the Holders;
or


(7)           reduce
the percentage in aggregate principal amount of Notes outstanding necessary to
modify or amend this Indenture or to waive any past default.


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


After an amendment under this Section 9.02 becomes effective, the
Company shall mail to each Holder a notice briefly describing the amendment.


SECTION 9.03       COMPLIANCE WITH
TRUST INDENTURE ACT. Every supplemental indenture executed pursuant to this
Article shall comply with the TIA.


SECTION 9.04       REVOCATION AND
EFFECT OF CONSENTS, WAIVERS AND ACTIONS. Until an amendment, waiver or other
action by Holders becomes effective, a consent thereto by a Holder of a Note
hereunder is a continuing consent by the Holder and every subsequent Holder of
that Note or portion of the Note that evidences the same obligation as the
consenting Holder’s Note, even if notation of the consent, waiver or action is
not made on the Note.  However, any such
Holder or subsequent Holder may revoke the consent, waiver or action as to such
Holder’s Note or portion of the Note if the Trustee receives written notice of
revocation before the date the amendment, waiver or action becomes
effective.  After an amendment, waiver or
action becomes effective, it shall bind every Noteholder.


SECTION 9.05       NOTATION ON OR
EXCHANGE OF NOTES. Notes authenticated and delivered after the execution of any
supplemental indenture pursuant to this Article may, and shall if required
by the Trustee, bear a notation in form approved by the Trustee as to any
matter provided for in such supplemental indenture.  If the Company shall so determine, new Notes
so modified as to conform, in the opinion of the Board of Directors, to any 



 29
 









such
supplemental indenture may be prepared and executed by the Company and
authenticated and delivered by the Trustee in exchange for outstanding Notes.


SECTION 9.06       TRUSTEE TO SIGN
SUPPLEMENTAL INDENTURES. The Trustee shall sign any supplemental indenture
authorized pursuant to this Article 9 if the amendment contained therein
does not adversely affect the rights, duties, liabilities or immunities of the
Trustee.  If it does, the Trustee may,
but need not, sign such supplemental indenture. 
In signing such supplemental indenture the Trustee shall be entitled to
receive, and (subject to the provisions of Section 7.01) shall be fully
protected in relying upon, an Officers’ Certificate and an Opinion of Counsel
stating that such amendment is authorized or permitted by this Indenture.


SECTION 9.07       EFFECT OF
SUPPLEMENTAL INDENTURES. Upon the execution of any supplemental indenture under
this Article, this Indenture shall be modified in accordance therewith, and
such supplemental indenture shall form a part of this Indenture for all
purposes; and every Holder of Notes theretofore or thereafter authenticated and
delivered hereunder shall be bound thereby.


SECTION 9.08       REFERENCE IN
NOTES TO SUPPLEMENTAL INDENTURES. Notes authenticated and delivered after the
execution of any supplemental indenture pursuant to this Article may, and
shall if required by the Trustee, bear a notation in form approved by the
Trustee as to any matter provided for in such supplemental indenture.  If the Company shall so determine, new Notes
so modified as to conform, in the opinion of the Company and the Trustee, to
any such supplemental indenture may be prepared and executed by the Company and
authenticated and delivered by the Trustee in exchange for outstanding Notes.


ARTICLE 10


[Reserved]


ARTICLE 11


RESERVED


ARTICLE 12


[Reserved]


ARTICLE 13


MEETINGS OF HOLDERS OF
NOTES


SECTION 13.01     PURPOSES FOR
WHICH MEETINGS MAY BE CALLED. A meeting of Holders of Notes may be called at
any time and from time to time pursuant to this Article to make, give or
take any request, demand, authorization, direction, notice, consent, waiver or
other action provided by this Indenture to be made, given or taken by Holders
of Notes.



 30















 


SECTION 13.02     CALL, NOTICE AND
PLACE OF MEETINGS. (a)  The Trustee may
at any time call a meeting of Holders of Notes for any purpose specified in
Section 13.01, to be held at such time and at such place in the Borough of
Manhattan, The City of New York as the Trustee shall determine. Notice of every
meeting of Holders of Notes, setting forth the time and the place of such
meeting and in general terms the action proposed to be taken at such meeting,
shall be given, in the manner provided in Section 14.02, not less than 20
nor more than 90 days prior to the date fixed for the meeting.


(b)           In case at any time
the Company, pursuant to a Board Resolution, or the Holders of at least 10% in
aggregate principal amount at Stated Maturity of the outstanding Notes shall
have requested the Trustee to call a meeting of the Holders of Notes for any
purpose specified in Section 13.01, by written request setting forth in
reasonable detail the action proposed to be taken at the meeting, and the
Trustee shall not have made the first publication of the notice of such meeting
within 20 days after receipt of such request or shall not thereafter proceed to
cause the meeting to be held as provided herein, then the Company or the
Holders of Notes in the amount specified, as the case may be, may determine the
time and the place in the Borough of Manhattan, The City of New York for such
meeting and may call such meeting for such purposes by giving notice thereof as
provided in paragraph (a) of this Section.


SECTION 13.03     PERSONS ENTITLED
TO VOTE AT MEETINGS. To be entitled to vote at any meeting of Holders of Notes,
a Person shall be (a) a Holder of one or more outstanding Notes on the
applicable record date or (b) a Person appointed by an instrument in writing as
proxy for a Holder or Holders of one or more outstanding Notes by such Holder
or Holders.  The only Persons who shall
be entitled to be present or to speak at any meeting of Holders shall be the
Persons entitled to vote at such meeting and their counsel, any representatives
of the Trustee and its counsel and any representatives of the Company and its
counsel.


SECTION 13.04     QUORUM; ACTION. The
Persons entitled to vote a majority in aggregate principal amount at Stated
Maturity of the outstanding Notes shall constitute a quorum.  In the absence of a quorum within 30 minutes
of the time appointed for any such meeting, the meeting shall, if convened at
the request of Holders of Notes, be dissolved. 
In any other case, the meeting may be adjourned for a period of not less
than 10 days as determined by the chairman of the meeting prior to the
adjournment of such meeting.  In the
absence of a quorum at any such reconvened meeting, such reconvened meeting may
be further adjourned for a period of not less than 10 days as determined by the
chairman of the meeting prior to the adjournment of such reconvened meeting
(subject to repeated applications of this sentence).  Notice of the reconvening of any adjourned
meeting shall be given as provided in Section 13.02(a), except that such
notice need be given only once not less than five days prior to the date on
which the meeting is scheduled to be reconvened.  Notice of the reconvening of an adjourned
meeting shall state expressly the percentage of the principal amount at Stated
Maturity of the outstanding Notes which shall constitute a quorum.


Subject to the foregoing, at the reconvening of any meeting adjourned
for a lack of a quorum, the Persons entitled to vote 25% in aggregate principal
amount at Stated Maturity of the outstanding Notes at the time shall constitute
a quorum for the taking of any action set forth in the notice of the original
meeting.



 31
 









 


At a meeting or an adjourned meeting duly reconvened and at which a
quorum is present as aforesaid, any resolution and all matters shall be effectively
passed and decided if passed or decided by not less than a majority in
aggregate principal amount at Stated Maturity of the outstanding Notes
represented and entitled to vote at such meeting.


Any resolution passed or decisions taken at any meeting of Holders of
Notes duly held in accordance with this Section shall be binding on all
the Holders of Notes, whether or not present or represented at the meeting. The
Trustee shall, in the name and at the expense of the Company, notify all the
Holders of Notes of any such resolutions or decisions pursuant to
Section 14.02. 


SECTION 13.05     DETERMINATION OF
VOTING RIGHTS; CONDUCT AND ADJOURNMENT OF MEETINGS. (a)  Notwithstanding any other provisions of this
Indenture, the Trustee may make such reasonable regulations as it may deem
advisable for any meeting of Holders of Notes in regard to proof of the holding
of Notes and of the appointment of proxies and in regard to the appointment and
duties of inspectors of votes, the submission and examination of proxies,
certificates and other evidence of the right to vote, and such other matters
concerning the conduct of the meeting as it shall deem appropriate.  Except as otherwise permitted or required by
any such regulations, the holding of Notes shall be proved in the manner
specified in Section 1.05 and the appointment of any proxy shall be proved
in the manner specified in Section 1.05.


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


(c)           At any meeting, each
Holder of a Note or proxy shall be entitled to one vote for each $1,000
principal amount at Stated Maturity of Notes held or represented by him;
PROVIDED, HOWEVER, that no vote shall be cast or counted at any meeting in
respect of any Note challenged as not outstanding and ruled by the chairman of
the meeting to be not outstanding.  The
chairman of the meeting shall have no right to vote, except as a Holder of a
Note or proxy.


(d)           Any meeting of
Holders of Notes duly called pursuant to Section 13.02 at which a quorum
is present may be adjourned from time to time by Persons entitled to vote a
majority in aggregate principal amount at Stated Maturity of the outstanding
Notes represented at the meeting, and the meeting may be held as so adjourned
without further notice.


SECTION 13.06     COUNTING VOTES
AND RECORDING ACTION OF MEETINGS. The vote upon any resolution submitted to any
meeting of Holders of Notes shall be by written ballots on which shall be
subscribed the signatures of the Holders of Notes or of their representatives
by proxy and the principal amounts and serial numbers of the outstanding Notes
held or represented by them.  The
permanent chairman of the meeting shall appoint two 



 32
 









inspectors of
votes who shall count all votes cast at the meeting for or against any
resolution and who shall make and file with the secretary of the meeting their
verified written reports in duplicate of all votes cast at the meeting.  A record, at least in duplicate, of the
proceedings of each meeting of Holders of Notes shall be prepared by the
secretary of the meeting and there shall be attached to said record the
original reports of the inspectors of votes on any vote by ballot taken thereat
and affidavits by one or more Persons having knowledge of the facts setting
forth a copy of the notice of the meeting and showing that said notice was
given as provided in Section 14.02 and, if applicable, Section 14.04.
Each copy shall be signed and verified by the affidavits of the permanent
chairman and secretary of the meeting and one such copy shall be delivered to
the Company and another to the Trustee to be preserved by the Trustee, the
latter to have attached thereto the ballots voted at the meeting.  Any record so signed and verified shall be
conclusive evidence of the matters therein stated.


ARTICLE 14


MISCELLANEOUS


SECTION 14.01     TRUST INDENTURE
ACT CONTROLS. If any provision of this Indenture limits, qualifies, or
conflicts with another provision which is required to be included in this
Indenture by the TIA, the required provision shall control.


SECTION 14.02     NOTICES. Any
request, demand, authorization, notice, waiver, consent, election,
communication or other act of Noteholders shall be in writing and delivered in
person or mailed by first-class mail, postage prepaid, addressed as follows or
transmitted by facsimile transmission (confirmed by guaranteed overnight
courier) to the following addresses:


	
  if to the Company:

  
	
   

  
	
   

  
	
  Veeco Instruments Inc.

  
	
  100 Sunnyside Boulevard, Suite B

  
	
  Woodbury, NY 11797

  
	
  Attention: General Counsel

  
	
  Telephone No.: (516) 677-0200

  
	
  Facsimile No.: (516) 677-0380

  
	
   

  
	
   

  
	
  with a copy to:

  
	
   

  
	
   

  
	
  Kaye Scholer LLP

  
	
  425 Park Avenue

  
	
  New York, New York 10022

  
	
  Attention: Rory A. Greiss

  
	
  Telephone No.: (212) 836-8261

  
	
  Facsimile No.: (212) 836-8689

  



 



 33
 









 


	
  if to the Trustee:

  
	
   

  
	
   

  
	
  U.S. Bank Trust National Association

  
	
  100 Wall Street, Suite 1600

  
	
  New York, New York 10005

  
	
  Attention: Jean Clarke, Corporate Trust

  
	
  Telephone No.: (212) 361-6175

  
	
  Facsimile No.: (212) 361-6153

  



 


The Company or the Trustee by notice given to the other in the manner
provided above may designate additional or different addresses for subsequent
notices or communications.


Any notice or communication given to a Noteholder shall be in writing
and mailed to the Noteholder, by first-class mail, postage prepaid, at the
Noteholder’s address as it appears on the registration books of the Registrar
and shall be sufficiently given if so mailed within the time prescribed.  Such notice shall be conclusively deemed to
have been given and received by Noteholders when such notice is mailed, whether
or not such Noteholder receives such notice.


Failure to mail a notice or communication to a Noteholder or any defect
in it shall not affect its sufficiency with respect to other Noteholders.  If a notice or communication is mailed in the
manner provided above, it is duly given, whether or not received by the
addressee.  In case by reason of the
suspension of or irregularities in regular mail service or by reason of any
other cause it shall be impracticable to give such notice by mail, then such
notification of Noteholders as shall be made with the approval of the Trustee,
which approval shall not be unreasonably withheld, shall constitute a
sufficient notification to such Noteholders for every purpose hereunder.


If the Company mails a notice or communication to the Noteholders, it
shall mail a copy to the Trustee and each Registrar, Paying Agent or
co-registrar.


SECTION 14.03     COMMUNICATION BY
HOLDERS WITH OTHER HOLDERS. Noteholders may communicate pursuant to TIA
Section 312(b) with other Noteholders with respect to their rights under
this Indenture or the Notes.  The
Company, the Trustee, the Registrar, the Paying Agent and anyone else shall
have the protection of TIA Section 312(c).


SECTION 14.04     CERTIFICATE AND
OPINION AS TO CONDITIONS PRECEDENT. Upon any request or application by the
Company to the Trustee or any Paying Agent to take any action under this
Indenture, the Company shall furnish to the Trustee or the Paying Agent:


(1)           an
Officers’ Certificate stating that, in the opinion of the signers, all
conditions precedent, if any, provided for in this Indenture relating to the
proposed action have been complied with; and


(2)           an
Opinion of Counsel stating that, in the opinion of such counsel, all such
conditions precedent, if any, have been complied with;



 34
 









 


except
that in the case of any such application or request as to which the furnishing
of such documents is specifically required by any provision of this Indenture
relating to such application or request, no additional certificate or opinion
need be furnished.


SECTION 14.05     STATEMENTS
REQUIRED IN CERTIFICATE OR OPINION. Each Officers’ Certificate or Opinion of
Counsel with respect to compliance with a covenant or condition provided for in
this Indenture (excluding certificates provided by officers as to defaults)
shall include:


(1)           a
statement that each person making such Officers’ Certificate or Opinion of
Counsel has read such covenant or condition;


(2)           a
brief statement as to the nature and scope of the examination or investigation
upon which the statements or opinions contained in such Officers’ Certificate
or Opinion of Counsel are based;


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


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


SECTION 14.06     SEPARABILITY
CLAUSE. In case any provision in this Indenture or in the Notes shall be
invalid, illegal or unenforceable, the validity, legality and enforceability of
the remaining provisions shall not in any way be affected or impaired thereby.


SECTION 14.07     RULES BY
TRUSTEE, PAYING AGENT AND REGISTRAR. The Trustee may make reasonable rules for
action by or a meeting of Noteholders. 
The Registrar and the Paying Agent may make reasonable rules for their
functions.


SECTION 14.08     BENEFITS OF
INDENTURE. Except as provided in the next sentence, nothing in this Indenture
or in the Notes, express or implied, shall give to any Person, other than the
parties hereto and their successors and assigns hereunder and the Holders of
Notes, any benefit or legal or equitable right, remedy or claim under this
Indenture.


SECTION 14.09     LEGAL HOLIDAYS. A
“Legal Holiday” is any day other than a Business Day.  If any specified date (including a date for
giving notice) is a Legal Holiday, the action shall be taken on the next
succeeding business day that is not a Legal Holiday, and, if the action to be
taken on such date is a payment in respect of the Notes, no interest, if any,
shall accrue for the intervening period.


SECTION 14.10     GOVERNING LAW .THIS
INDENTURE AND THE NOTES WILL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH,
THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICTS OF LAW
PRINCIPLES THEREOF.



 35
 









 


SECTION 14.11     NO RECOURSE
AGAINST OTHERS. A director, officer, employee or stockholder, as such, of the
Company shall not have any liability for any obligations of the Company under
the Notes or this Indenture or for any claim based on, in respect of or by
reason of such obligations or their creation. 
By accepting a Note, each Noteholder shall waive and release all such
liability.  The waiver and release shall
be part of the consideration for the issue of the Notes.


SECTION 14.12     SUCCESSORS. All
agreements of the Company in this Indenture and the Notes shall bind its successor.  All agreements of the Trustee in this
Indenture shall bind its successor.


SECTION 14.13     MULTIPLE
ORIGINALS. The parties may sign any number of copies of this Indenture.  Each signed copy shall be an original, but
all of them together represent the same agreement.  One signed copy is enough to prove this
Indenture.


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 



 36
 









 


IN
WITNESS WHEREOF, the undersigned, being duly authorized, have executed this
Indenture on behalf of the respective parties hereto as of the date first above
written.


	
  

  	
  VEECO
  INSTRUMENTS INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/ John F.
  Rein, Jr.

  
	
   

  	
  Name: John F.
  Rein, Jr.

  
	
   

  	
  Title: Executive
  Vice President and 

  Chief Financial
  Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  U.S. BANK TRUST NATIONAL 

  ASSOCIATION, as
  Trustee

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/ Jean
  Clarke

  
	
   

  	
  Name: Jean
  Clarke

  
	
   

  	
  Title: Assistant
  Vice President

  



 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 



 37















 


EXHIBIT A-1


[Form of Certificated Note]


VEECO INSTRUMENTS INC.


        %
Notes due 20     


CUSIP NO.


No.:


Issue
Date:


VEECO INSTRUMENTS INC., a Delaware corporation, promises to pay to
             or
registered assigns, the principal sum of
[             ]
DOLLARS ($[                ])
on
                  ,
20      .


This Note shall bear interest as specified on the other side of this
Note.


Additional provisions of this Note are set forth on the other side of
this Note.


	
  Dated:

  	
  VEECO INSTRUMENTS INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  



 


TRUSTEE’S
CERTIFICATE OF

AUTHENTICATION


U.S.
Bank Trust National Association

as Trustee, certifies that this

is one of the Notes referred

to in the within-mentioned Indenture (as

defined on the other side of this Note).


	
  By 

  	
   

  	
   

  
	
  Authorized
  Signatory

  
	
   

  
	
   

  
	
  Dated: 

  	
   

  	
   

  
				



 


 



 B-1-1















 


[FORM OF REVERSE SIDE OF NOTE]


       % Note due
20    


Capitalized terms used herein but not defined shall have the meanings
assigned to them in the Indenture unless otherwise indicated.


	
  1.

  	
  Cash Interest.

  
	
   

  	
   

  
	
  The Company promises to
  pay interest at the Interest Rate in cash on the principal amount of this
  Note. The Company will pay cash interest semiannually in arrears on
                        
  and
                         
  of each year (each an “Interest Payment Date”), beginning on
                ,
  20   , to Holders of record at the close of business on the
  preceding
                       
  and                        
  (whether or not a business day) (each a “Regular Record Date”), as the case
  may be, immediately preceding such Interest Payment Date. Cash interest on
  the Notes will accrue from the most recent date to which interest has been
  paid or duly provided or, if no interest has been paid, from the Issue Date.
  Cash interest will be computed on the basis of a 360-day year of twelve
  30-day months. The Company shall pay cash interest on overdue principal, and
  it shall pay interest in cash on overdue installments of cash interest at the
  same rate to the extent lawful. All such overdue cash interest shall be
  payable on demand.

  
	
   

  	
   

  
	
  2.

  	
  Method of Payment.

  
	
   

  	
   

  
	
  Subject to the terms
  and conditions of the Indenture, the Company will make payments in respect of
  the principal of, premium, if any, and cash interest on this Note to Holders
  who surrender Notes to a Paying Agent to collect such payments in respect of
  the Notes. The Company will pay cash amounts in money of the United States
  that at the time of payment is legal tender for payment of public and private
  debts. However, the Company may make such cash payments by check payable in
  such money. A Holder with an aggregate principal amount in excess of
  $5,000,000 will be paid by wire transfer in immediately available funds at
  the election of such Holder. Any payment required to be made on any day that
  is not a Business Day will be made on the next succeeding Business Day.

  
	
   

  	
   

  
	
  3.

  	
  Paying Agent and Registrar.

  
	
   

  	
   

  
	
  Initially, U.S. Bank
  Trust National Association (the “Trustee”), will act as Paying Agent and
  Registrar. The Company may appoint and change any Paying Agent, Registrar or
  co-registrar without notice, other than notice to the Trustee except that the
  Company will maintain at least one Paying Agent in the State of New York,
  City of New York, The Borough of Manhattan, which shall initially be an
  office or agency of the Trustee. The Company or any of its Subsidiaries or
  any of their Affiliates may act as Paying Agent, Registrar or co-registrar.

  
	
   

  	
   

  
	
  4.

  	
  Indenture.

  
	
   

  	
   

  
	
  The Company issued the
  Notes under an Indenture dated as of                        ,
  20    (the “Indenture”), between the Company and the Trustee.
  The terms of the Notes include those stated in the Indenture and those made
  part of the Indenture by reference to the Trust Indenture Act of 1939, as in
  effect from time to time (the “TIA”). Capitalized terms used herein and not
  defined

  



 



 2
 









 


	
  herein have the meanings
  ascribed thereto in the Indenture. The Notes are subject to all such terms,
  and Noteholders are referred to the Indenture and the TIA for a statement of
  those terms.

  
	
   

  
	
  The Notes are general
  unsecured obligations of the Company limited to $                         aggregate principal amount. The Indenture does not limit other indebtedness
  of the Company, secured or unsecured.

  
	
   

  	
   

  
	
  5.

  	
  [Reserved]

  
	
   

  	
   

  
	
  6.

  	
  [Reserved]

  
	
   

  	
   

  
	
  7.

  	
  [Reserved]

  
	
   

  	
   

  
	
  8.

  	
  [Reserved]

  
	
   

  	
   

  
	
  9.

  	
  [Reserved]

  
	
   

  	
   

  
	
  10.

  	
  Denominations; Transfer; Exchange.

  
	
   

  	
   

  
	
  The Notes are in fully
  registered form, without coupons, in denominations of $1,000 of principal
  amount and whole multiples of $1,000. 
  A Holder may transfer or exchange Notes in accordance with the
  Indenture.  The Registrar may require a
  Holder, among other things, to furnish appropriate endorsements and transfer
  documents and to pay any taxes and fees required by law or permitted by the Indenture.

  
	
   

  	
   

  
	
  11.

  	
  Persons Deemed Owners.

  
	
   

  	
   

  
	
   

  	
  The registered Holder of this Note may be treated as
  the owner of this Note for all purposes.

  
	
   

  	
   

  
	
  12.

  	
  Unclaimed Money or Notes.

  
	
   

  	
   

  
	
  The Trustee and the
  Paying Agent shall return to the Company upon written request any money or
  Notes held by them for the payment of any amount with respect to the Notes
  that remains unclaimed for two years, subject to applicable unclaimed
  property law.  After return to the
  Company, Holders entitled to the money or Notes must look to the Company for
  payment as general creditors unless an applicable abandoned property law
  designates another person.

  
	
   

  	
   

  
	
  13.

  	
  Amendment; Waiver.

  
	
   

  	
   

  
	
  Subject to certain
  exceptions set forth in the Indenture, (i) the Indenture or the Notes
  may be amended with the written consent of the Holders of at least a majority
  in aggregate principal amount of the Notes at the time outstanding and
  (ii) certain Defaults may be waived with the written consent of the
  Holders of a majority in aggregate principal amount of the Notes at the time
  outstanding.  Subject to certain
  exceptions set forth in the Indenture, without the consent of any Noteholder,
  the Company and the Trustee may amend the Indenture or the Notes to cure any
  ambiguity, omission, defect or inconsistency, or to comply with
  Article 5 of the Indenture, to provide for uncertificated Notes in
  addition to or in place of certificated Notes or to make any

  



 



 3
 









 


	
  change that does not adversely affect the
  rights of any Noteholder, or to comply with any requirement of the SEC in
  connection with the qualification of the Indenture under the TIA.

  
	
   

  	
   

  
	
  14.

  	
  Defaults and Remedies.

  
	
   

  	
   

  
	
  Under the Indenture,
  Events of Default include (1) the Company fails to pay when due the principal
  of or premium, if any, on any of the Notes at maturity or otherwise, (2) the
  Company fails to pay an installment of interest (including additional
  interest, if any) on any of the Notes that continues for 30 days after the
  date when due; (3) the Company fails to perform or observe any other term,
  covenant or agreement contained in the Notes or the Indenture for a period of
  60 days after written notice of such failure, requiring the Company to remedy
  the same, shall have been given to the Company by the Trustee or to the
  Company and the Trustee by the Holders of at least 25% in aggregate principal
  amount of the Notes then outstanding; and (4) certain events of bankruptcy,
  insolvency or reorganization with respect to the Company or any Significant
  Subsidiary or any Subsidiaries of the Company which in the aggregate would constitute
  a Significant Subsidiary.  If an Event
  of Default (other than an Event of Default specified in clause (4) or (5) of
  Section 6.01 of the Indenture) occurs and is continuing, the Trustee, or
  the Holders of at least 25% in aggregate principal amount of the Notes at the
  time outstanding, may declare all the Notes to be due and payable.  Certain events of bankruptcy or insolvency
  are Events of Default which will result in the Notes becoming due and payable
  immediately upon the occurrence of such Events of Default.

  
	
   

  	
   

  
	
  Noteholders may not
  enforce the Indenture or the Notes, except as provided in the Indenture.  The Trustee may refuse to enforce the
  Indenture or the Notes unless it receives reasonable indemnity or security
  satisfactory to it.  Subject to certain
  limitations, Holders of a majority in aggregate principal amount of the Notes
  at the time outstanding may direct the Trustee in its exercise of any trust
  or power.  The Trustee may withhold
  from Noteholders notice of any continuing Default (except a Default in
  payment of amounts specified in clause (1) or (2) above) if it determines
  that withholding notice is in their interests.

  
	
   

  	
   

  
	
  15.

  	
  [Reserved]

  
	
   

  	
   

  
	
  16.

  	
  Trustee Dealings with the Company.

  
	
   

  	
   

  
	
  Subject to certain
  limitations imposed by the TIA, the Trustee under the Indenture, in its
  individual or any other capacity, may become the owner or pledgee of Notes
  and may otherwise deal with and collect obligations owed to it by the Company
  or its Affiliates and may otherwise deal with the Company or its Affiliates
  with the same rights it would have if it were not Trustee.

  
	
   

  	
   

  
	
  17.

  	
  [Reserved]

  
	
   

  	
   

  
	
  18.

  	
  No Recourse Against Others.

  
	
   

  	
   

  
	
  A director, officer,
  employee or stockholder, as such, of the Company shall not have any liability
  for any obligations of the Company under the Notes or the Indenture or for
  any claim based on, in respect of or by reason of such obligations or their
  creation.  By accepting a Note, each
  Noteholder waives and releases all such liability.  The waiver and release are part of the
  consideration for the issue of the Notes.

  



 



 4
 









 


	
  19.

  	
  Authentication.

  
	
   

  	
   

  
	
  This Note shall not be
  valid until an authorized signatory of the Trustee manually signs the
  Trustee’s Certificate of Authentication on the other side of this Note.

  
	
   

  	
   

  
	
  20.

  	
  Abbreviations.

  
	
   

  	
   

  
	
  Customary abbreviations
  may be used in the name of a Noteholder or an assignee, such as TEN COM
  (=tenants in common), TEN ENT (=tenants by the entireties), JT TEN (=joint
  tenants with right of survivorship and not as tenants in common), CUST
  (=custodian), and U/G/M/A (=Uniform Gift to Minors Act).

  
	
   

  	
   

  
	
  21.

  	
  GOVERNING LAW.

  
	
   

  	
   

  
	
  THE INDENTURE AND THIS
  NOTE WILL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE
  STATE OF NEW YORK, WITHOUT REGARD TO CONFLICTS OF LAW PRINCIPLES THEREOF.

  
	
   

  	
   

  







The Company will furnish to any Noteholder upon written request and
without charge a copy of the Indenture which has in it the text of this Note in
larger type.  Requests may be made to:


Veeco Instruments Inc.

100 Sunnyside Boulevard, Suite B

Woodbury, NY 11797

Attention: Investor Relations


	
  ASSIGNMENT FORM

  	
   

  
	
  To assign this Note, fill in the form below:

  	
   

  
	
  I or we assign and transfer this Note to

  	
   

  
	
  (Insert assignee’ soc. sec. or tax ID no.) 

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  (Print or type assignee’s name, address and zip
  code)

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  And irrevocably appoint 

  	
   

  
	
   

  	
   

  
	
  agent to transfer this Note on the books of the
  Company. The agent may substitute another to act for him.

  	
   

  



 


	
  Date:

  	
   

  	
   

  	
  Your Signature:

  	
   

  
	
  (Sign exactly as your name appears on the other side
  of this Note)

  



 



 5
 









 


	
  Signature Guarantee*:

  	
   

  	
   

  



 


* Participant in a
recognized Signature Guarantee Medallion Program (or other signature guarantor
acceptable to the Trustee)



 6