EXHIBIT
4.2


FORM OF SUBORDINATED
INDENTURE






 


COLLAGENEX
PHARMACEUTICALS, INC.,


ISSUER


and


[                   ],


TRUSTEE






 


INDENTURE


Dated as of [                ], 200[ ]






 


Subordinated Debt
Securities






 


 
















 


CROSS-REFERENCE TABLE(1)


 


	
  Section of  Trust Indenture Act  of 1939, as amended

  	
   

  	
  Section of 

  Indenture

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  310(a)

  	
   

  	
  7.09

  	
   

  
	
  310(b) 

  	
   

  	
  7.08 

  7.10 

  	
   

  
	
  310(c)

  	
   

  	
  Inapplicable

  	
   

  
	
  311(a)

  	
   

  	
  7.13

  	
   

  
	
  311(b)

  	
   

  	
  7.13

  	
   

  
	
  311(c)

  	
   

  	
  Inapplicable

  	
   

  
	
  312(a)

  	
   

  	
  5.01 

  5.02(a)

  	
   

  
	
  312(b)

  	
   

  	
  5.02(c)

  	
   

  
	
  312(c)

  	
   

  	
  5.02(c)

  	
   

  
	
  313(a)

  	
   

  	
  5.04(a)

  	
   

  
	
  313(b)

  	
   

  	
  5.04(b)

  	
   

  
	
  313(c)

  	
   

  	
  5.04(a)

  	
   

  
	
   

  	
   

  	
  5.04(b)

  	
   

  
	
  313(d)

  	
   

  	
  5.04(b) 

  5.04(c)

  	
   

  
	
  314(a)

  	
   

  	
  5.03 

  13.05(c)

  	
   

  
	
  314(b)

  	
   

  	
  Inapplicable

  	
   

  
	
  314(c)

  	
   

  	
  13.05

  	
   

  
	
  314(d)

  	
   

  	
  Inapplicable

  	
   

  
	
  314(e)

  	
   

  	
  13.05

  	
   

  
	
  314(f)

  	
   

  	
  Inapplicable

  	
   

  
	
  315(a) 

  	
   

  	
  7.01(b) 

  7.02 

  	
   

  
	
  315(b)

  	
   

  	
  5.04(d)

  	
   

  
	
  315(c)

  	
   

  	
  7.01

  	
   

  
	
  315(d) 

  	
   

  	
  7.01 

  7.02 

  	
   

  
	
  315(e)

  	
   

  	
  6.07

  	
   

  
	
  316(a)

  	
   

  	
  6.06

  	
   

  
	
   

  	
   

  	
  8.04

  	
   

  
	
  316(b)

  	
   

  	
  6.04

  	
   

  
	
  316(c)

  	
   

  	
  8.01

  	
   

  
	
  317(a)

  	
   

  	
  6.02

  	
   

  
	
  317(b)

  	
   

  	
  4.03

  	
   

  
	
  318(a)

  	
   

  	
  13.06

  	
   

  



 






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













TABLE OF CONTENTS(2)


	
  

  	
   

  	
   

  	
  Page

  
	
  ARTICLE I

  
	
   

  
	
  DEFINITIONS

  
	
   

  
	
  SECTION 1.01

  	
  Definitions of Terms

  	
  1

  
	
  ARTICLE II

  
	
   

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

  
	
   

  
	
  SECTION 2.01

  	
  Designation and Terms of Securities

  	
  5

  
	
  SECTION 2.02

  	
  Form of Securities and Trustee’s Certificate

  	
  7

  
	
  SECTION 2.03

  	
  Denominations; Provisions for Payment

  	
  7

  
	
  SECTION 2.04

  	
  Execution and Authentications

  	
  8

  
	
  SECTION 2.05

  	
  Registration of Transfer and Exchange

  	
  9

  
	
  SECTION 2.06

  	
  Temporary Securities

  	
  10

  
	
  SECTION 2.07

  	
  Mutilated, Destroyed, Lost or Stolen Securities

  	
  11

  
	
  SECTION 2.08

  	
  Cancellation

  	
  11

  
	
  SECTION 2.09

  	
  Benefits of Indenture

  	
  12

  
	
  SECTION 2.10

  	
  Authenticating Agent

  	
  12

  
	
  SECTION 2.11

  	
  Global Securities

  	
  12

  
	
   

  	
   

  	
   

  
	
  ARTICLE III

  
	
   

  
	
  REDEMPTION OF
  SECURITIES AND SINKING FUND PROVISIONS

  
	
   

  
	
  SECTION 3.01

  	
  Redemption

  	
  13

  
	
  SECTION 3.02

  	
  Notice of Redemption

  	
  14

  
	
  SECTION 3.03

  	
  Payment Upon Redemption

  	
  15

  
	
  SECTION 3.04

  	
  Sinking Fund

  	
  15

  
	
  SECTION 3.05

  	
  Satisfaction of Sinking Fund Payments with
  Securities

  	
  15

  
	
  SECTION 3.06

  	
  Redemption of Securities for Sinking Fund

  	
  16

  
	
   

  	
   

  	
   

  
	
  ARTICLE IV

  
	
   

  
	
  COVENANTS

  
	
   

  
	
  SECTION 4.01

  	
  Payment of Principal, Premium and Interest

  	
  16

  
	
  SECTION 4.02

  	
  Maintenance of Office or Agency

  	
  16

  
	
  SECTION 4.03

  	
  Paying Agents

  	
  17

  
	
  SECTION 4.04

  	
  Appointment to Fill Vacancy in Office of Trustee

  	
  18

  
					







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


 



 ii
 









 


	
  ARTICLE V

  
	
   

  
	
  SECURITYHOLDERS’
  LISTS AND REPORTS BY THE COMPANY AND THE TRUSTEE

  
	
   

  
	
  SECTION 5.01 

  	
  Company to Furnish Trustee Names and Addresses of
  Securityholders

  	
  18

  
	
  SECTION 5.02

  	
   Preservation
  Of Information; Communications With Securityholders

  	
  18

  
	
  SECTION 5.03 

  	
  Reports by the Company

  	
  18

  
	
  SECTION 5.04 

  	
  Reports by the Trustee

  	
  19

  
	
   

  	
   

  
	
  ARTICLE VI

  
	
   

  
	
  REMEDIES OF THE
  TRUSTEE AND SECURITYHOLDERS ON EVENT OF DEFAULT

  
	
   

  
	
  SECTION 6.01

  	
  Events of Default

  	
  20

  
	
  SECTION 6.02

  	
  Suits for Enforcement by Trustee

  	
  21

  
	
  SECTION 6.03

  	
  Application of Moneys Collected

  	
  22

  
	
  SECTION 6.04

  	
  Limitation on Suits

  	
  23

  
	
  SECTION 6.05

  	
  Rights and Remedies Cumulative; Delay or Omission
  Not Waiver

  	
  23

  
	
  SECTION 6.06

  	
  Control by Securityholders

  	
  24

  
	
  SECTION 6.07

  	
  Undertaking to Pay Costs

  	
  24

  
	
   

  	
   

  	
   

  
	
  ARTICLE VII

  
	
   

  
	
  CONCERNING THE
  TRUSTEE

  
	
   

  	
   

  	
   

  	
   

  
	
  SECTION 7.01

  	
  Certain Duties and Responsibilities of Trustee

  	
  25

  
	
  SECTION 7.02

  	
  Certain Rights of Trustee

  	
  26

  
	
  SECTION 7.03

  	
  Trustee Not Responsible for Recitals or Issuance or
  Securities

  	
  27

  
	
  SECTION 7.04

  	
  May Hold Securities

  	
  27

  
	
  SECTION 7.05

  	
  Moneys Held in Trust

  	
  27

  
	
  SECTION 7.06

  	
  Compensation and Reimbursement

  	
  27

  
	
  SECTION 7.07

  	
  Reliance on Officers’ Certificate

  	
  28

  
	
  SECTION 7.08

  	
  Disqualification; Conflicting Interests

  	
  28

  
	
  SECTION 7.09

  	
  Corporate Trustee Required; Eligibility

  	
  28

  
	
  SECTION 7.10

  	
  Resignation and Removal; Appointment of Successor

  	
  29

  
	
  SECTION 7.11

  	
  Acceptance of Appointment By Successor

  	
  30

  
	
  SECTION 7.12

  	
  Merger, Conversion, Consolidation or Succession to
  Business

  	
  31

  
	
  SECTION 7.13

  	
  Preferential Collection of Claims Against the
  Company

  	
  32

  
	
   

  	
   

  	
   

  
	
  ARTICLE VIII

  
	
   

  
	
  CONCERNING THE
  SECURITYHOLDERS

  
	
   

  	
   

  	
   

  	
   

  
	
  SECTION 8.01

  	
  Evidence of Action by Securityholders

  	
  32

  
	
  SECTION 8.02

  	
  Proof of Execution by Securityholders

  	
  32

  
	
  SECTION 8.03

  	
  Who May be Deemed Owners

  	
  33

  
	
  SECTION 8.04

  	
  Certain Securities Owned by Company Disregarded

  	
  33

  



 



 iii
 









 


	
  SECTION 8.05

  	
  Actions Binding on Future Securityholders

  	
  33

  
	
   

  	
   

  	
   

  
	
  ARTICLE IX

  
	
   

  
	
  SUPPLEMENTAL
  INDENTURES

  
	
   

  	
   

  	
   

  	
   

  
	
  SECTION 9.01

  	
  Supplemental Indentures Without the Consent of
  Securityholders

  	
  34

  
	
  SECTION 9.02

  	
  Supplemental Indentures With Consent of
  Securityholders

  	
  35

  
	
  SECTION 9.03

  	
  Effect of Supplemental Indentures

  	
  35

  
	
  SECTION 9.04

  	
  Securities Affected by Supplemental Indentures

  	
  35

  
	
  SECTION 9.05

  	
  Execution of Supplemental Indentures

  	
  36

  
	
   

  	
   

  	
   

  
	
  ARTICLE X

  
	
   

  
	
  SUCCESSOR ENTITY

  
	
   

  	
   

  	
   

  	
   

  
	
  SECTION 10.01

  	
  Company May Consolidate, Etc.

  	
  36

  
	
  SECTION 10.02

  	
  Successor Entity Substituted

  	
  37

  
	
  SECTION 10.03

  	
  Evidence of Consolidation, Etc. to Trustee

  	
  37

  
	
   

  	
   

  	
   

  
	
  ARTICLE XI

  
	
   

  
	
  SATISFACTION AND
  DISCHARGE

  
	
   

  	
   

  	
   

  	
   

  
	
  SECTION 11.01

  	
  Satisfaction and Discharge of Indenture

  	
  37

  
	
  SECTION 11.02

  	
  Discharge of Obligations

  	
  38

  
	
  SECTION 11.03

  	
  Deposited Moneys to be Held in Trust

  	
  38

  
	
  SECTION 11.04

  	
  Payment of Moneys Held by Paying Agents

  	
  38

  
	
  SECTION 11.05

  	
  Repayment to Company

  	
  38

  
	
   

  	
   

  	
   

  
	
  ARTICLE XII

  
	
   

  
	
  IMMUNITY OF
  INCORPORATORS, STOCKHOLDERS, OFFICERS AND DIRECTORS

  
	
   

  	
   

  	
   

  	
   

  
	
  SECTION 12.01

  	
  No Recourse

  	
  39

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE XIII

  
	
   

  
	
  MISCELLANEOUS
  PROVISIONS

  
	
   

  	
   

  	
   

  	
   

  
	
  SECTION 13.01

  	
  Effect on Successors and Assigns

  	
  39

  
	
  SECTION 13.02

  	
  Actions by Successor

  	
  39

  
	
  SECTION 13.03

  	
  Notices

  	
  40

  
	
  SECTION 13.04

  	
  Governing Law

  	
  40

  
	
  SECTION 13.05

  	
  Compliance Certificates and Opinions

  	
  40

  
	
  SECTION 13.06

  	
  Payments on Business Days

  	
  41

  
	
  SECTION 13.07

  	
  Conflict with Trust Indenture Act

  	
  41

  
	
  SECTION 13.08

  	
  Counterparts

  	
  41

  



 



 iv
 









 


	
  SECTION 13.09

  	
  Separability

  	
  41

  
	
  SECTION 13.10

  	
  Assignment

  	
  41

  
	
   

  	
   

  	
   

  
	
  ARTICLE XIV

  
	
   

  
	
  SUBORDINATION OF
  SECURITIES

  
	
   

  	
   

  	
   

  	
   

  
	
  SECTION 14.01

  	
  Subordination Terms

  	
  41

  
				



 



 v















INDENTURE, dated as of
[      ], 200[ ], between CollaGenex
Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and [        ], as trustee (the “Trustee”):


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


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


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


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


ARTICLE  I


DEFINITIONS


SECTION  1.01      Definitions of Terms.


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


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


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


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













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


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


“Certificate” means a
certificate signed by the principal executive officer, the principal financial
officer or the principal accounting officer of the Company.  The Certificate need not comply with the
provisions of Section 13.05.


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


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


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


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


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


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


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


“Governmental Obligations”
means securities that are (i) direct obligations of the United States of
America for the payment of which its full faith and credit is pledged or (ii)
obligations of a Person controlled or supervised by and acting as an agency or
instrumentality of the United States of America, the payment of which is unconditionally
guaranteed as a full faith and credit obligation by the United States of
America that, in either case, are not callable or redeemable at 



 2
 









the option of the issuer
thereof, and shall also include a depositary receipt issued by a bank (as
defined in Section 3(a)(2) of the Securities Act of 1933, as amended) as
custodian with respect to any such Governmental Obligation or a specific
payment of principal of or interest on any such Governmental Obligation held by
such custodian for the account of the holder of such depositary receipt;
provided, however, that (except as required by law) such custodian is not
authorized to make any deduction from the amount payable to the holder of such
depositary receipt from any amount received by the custodian in respect of the
Governmental Obligation or the specific payment of principal of or interest on
the Governmental Obligation evidenced by such depositary receipt.


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


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


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


“Officers’ Certificate”
means a certificate signed by the President or a Senior Vice President and by
the Treasurer or an Assistant Treasurer or the Controller or an Assistant
Controller or the Secretary or an Assistant Secretary of the Company that is
delivered to the Trustee in accordance with the terms hereof.  Each such certificate shall include the
statements provided for in Section 13.05, if and to the extent required by the
provisions thereof.


“Opinion of Counsel”
means an opinion in writing of legal counsel, who may be an employee of or
counsel for the Company, that is delivered to the Trustee in accordance with
the terms hereof.  Each such opinion
shall include the statements provided for in Section 13.05, if and to the
extent required by the provisions thereof.


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



 3
 









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


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


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


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


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


“Senior Indebtedness”
means indebtedness issued pursuant to a senior indenture, as supplemented or
amended by one or more indentures supplemental thereto, payment of which shall
be senior to the payment of the Securities issued hereunder, pursuant to
Section 14 hereof.


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


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


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


“Voting Stock,” as
applied to stock of any Person, means shares, interests, participations or
other equivalents in the equity interest (however designated) in such Person
having ordinary 



 4
 









voting power for the
election of the directors (or the equivalent) of such Person, other than
shares, interests, participations or other equivalents having such power only
by reason of the occurrence of a contingency.


ARTICLE  II


ISSUE,
DESCRIPTION, TERMS, EXECUTION,

REGISTRATION AND EXCHANGE OF SECURITIES


SECTION  2.01      Designation and Terms of Securities.


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


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


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


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


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


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


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


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


(8)           the obligation, if
any, of the Company to redeem or purchase Securities of the series pursuant to
any sinking fund or analogous provisions (including payments made in cash in
satisfaction of future sinking fund obligations) or at the option of a holder
thereof and the 



 5
 









period or periods within which, the price or prices at which, and the terms
and conditions upon which, Securities of the series shall be redeemed or
purchased, in whole or in part, pursuant to such obligation;


(9)           the form of the
Securities of the series including the form of the certificate of
authentication for such series;


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


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


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


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


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


(15)         the subordination
terms of the Securities of the series; and


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


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


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


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



 6
 









SECTION 
2.02      Form of Securities and
Trustee’s Certificate.


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


SECTION  2.03      Denominations; Provisions for Payment.


The Securities shall be
issuable as registered Securities and in the denominations of one thousand U.S.
dollars ($1,000) or any integral multiple thereof, subject to Section
2.01(10).  The Securities of a particular
series shall bear interest payable on the dates and at the rate specified with
respect to that series.  The principal of
and the interest on the Securities of any series, as well as any premium
thereon in case of redemption thereof prior to maturity, shall be payable in
the coin or currency of the United States of America that at the time is legal
tender for public and private debt, at the office or agency of the Company
maintained for that purpose in the Borough of Manhattan, the City and State of
New York.  Each Security shall be dated
the date of its authentication.  Interest
on the Securities shall be computed on the basis of a 360-day year composed of
twelve 30-day months.


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


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


(1)           The Company may make
payment of any Defaulted Interest on Securities to the Persons in whose names
such Securities (or their respective Predecessor Securities) are registered at
the close of business on a special record date for the payment of such
Defaulted Interest, which shall be fixed in the following manner:  the Company shall notify the Trustee in writing
of the amount of Defaulted Interest proposed to be paid on each such Security
and the date of the proposed payment, and at the same time the Company shall
deposit with the Trustee an amount of money equal to the aggregate amount
proposed to be paid in respect of such 



 7
 









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


(2)           The Company may make
payment of any Defaulted Interest on any Securities in any other lawful manner
not inconsistent with the requirements of any securities exchange on which such
Securities may be listed, and upon such notice as may be required by such
exchange, if, after notice given by the Company to the Trustee of the proposed
payment pursuant to this clause, such manner of payment shall be deemed
practicable by the Trustee.


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


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


SECTION  2.04      Execution and Authentications.


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



 8
 









President, or the
Secretary or an Assistant Secretary, of the Company.  The seal of the Company may be in the form of
a facsimile of such seal and may be impressed, affixed, imprinted or otherwise
reproduced on the Securities.  The
Securities may contain such notations, legends or endorsements required by law,
stock exchange rule or usage.  Each
Security shall be dated the date of its authentication by the Trustee.


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


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


The Trustee shall not be
required to authenticate such Securities if the issue of such Securities
pursuant to this Indenture will affect the Trustee’s own rights, duties or
immunities under the Securities and this Indenture or otherwise in a manner
that is not reasonably acceptable to the Trustee.


SECTION  2.05      Registration of Transfer and Exchange.


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


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



 9
 









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


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


(c)           No service charge
shall be made for any exchange or registration of transfer of Securities, or
issue of new Securities in case of partial redemption of any series, but the
Company may require payment of a sum sufficient to cover any tax or other
governmental charge in relation thereto, other than exchanges pursuant to
Section 2.06, Section 3.03(b) and Section 9.04 not involving any transfer.


(d)           The Company shall
not be required (1) to issue, exchange or register the transfer of any Securities
during a period beginning at the opening of business 15 days before the day of
the mailing of a notice of redemption of less than all the Outstanding
Securities of the same series and ending at the close of business on the day of
such mailing, nor (2) to register the transfer of or exchange any Securities of
any series or portions thereof called for redemption.  The provisions of this Section 2.05 are, with
respect to any Global Security, subject to Section 2.11 hereof.


SECTION  2.06      Temporary Securities.


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


 


 



 10















SECTION  2.07      Mutilated, Destroyed, Lost or Stolen
Securities.


In case any temporary or
definitive Security shall become mutilated or be destroyed, lost or stolen, the
Company (subject to the next succeeding sentence) shall execute, and upon the
Company’s request, the Trustee (subject as aforesaid) shall authenticate and
deliver, a new Security of the same series, bearing a number not
contemporaneously outstanding, in exchange and substitution for the mutilated
Security, or in lieu of and in substitution for the Security so destroyed, lost
or stolen.  In every case the applicant
for a substituted Security shall furnish to the Company and the Trustee such
security or indemnity as may be required by them to save each of them harmless,
and, in every case of destruction, loss or theft, the applicant shall also
furnish to the Company and the Trustee evidence to their satisfaction of the
destruction, loss or theft of the applicant’s Security and of the ownership
thereof.  The Trustee may authenticate
any such substituted Security and deliver the same upon the written request or
authorization of any officer of the Company. 
Upon the issuance of any substituted Security, the Company may require
the payment of a sum sufficient to cover any tax or other governmental charge
that may be imposed in relation thereto and any other expenses (including the
fees and expenses of the Trustee) connected therewith.  In case any Security that has matured or is
about to mature shall become mutilated or be destroyed, lost or stolen, the
Company may, instead of issuing a substitute Security, pay or authorize the
payment of the same (without surrender thereof except in the case of a
mutilated Security) if the applicant for such payment shall furnish to the
Company and the Trustee such security or indemnity as they may require to save
each of them harmless, and, in case of destruction, loss or theft, evidence to
the satisfaction of the Company and the Trustee of the destruction, loss or
theft of such Security and of the ownership thereof.


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


SECTION  2.08      Cancellation.


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



 11
 









redemption or satisfaction
of the indebtedness represented by such Securities unless and until the same
are delivered to the Trustee for cancellation.


SECTION  2.09      Benefits of Indenture.


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


SECTION  2.10      Authenticating Agent.


So long as any of the
Securities of any series remain Outstanding there may be an Authenticating
Agent for any or all such series of Securities which the Trustee shall have the
right to appoint.  Said Authenticating
Agent shall be authorized to act on behalf of the Trustee to authenticate
Securities of such series issued upon exchange, transfer or partial redemption
thereof, and Securities so authenticated shall be entitled to the benefits of
this Indenture and shall be valid and obligatory for all purposes as if
authenticated by the Trustee hereunder. 
All references in this Indenture to the authentication of Securities by
the Trustee shall be deemed to include authentication by an Authenticating
Agent for such series.  Each
Authenticating Agent shall be acceptable to the Company and shall be a
corporation that has a combined capital and surplus, as most recently reported
or determined by it, sufficient under the laws of any jurisdiction under which
it is organized or in which it is doing business to conduct a trust business,
and that is otherwise authorized under such laws to conduct such business and
is subject to supervision or examination by Federal or State authorities.  If at any time any Authenticating Agent shall
cease to be eligible in accordance with these provisions, it shall resign
immediately.


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


SECTION  2.11      Global Securities.


(a)           If the Company shall
establish pursuant to Section 2.01 that the Securities of a particular series
are to be issued as a Global Security, then the Company shall execute and the
Trustee shall, in accordance with Section 2.04, authenticate and deliver, a
Global Security that (1) shall represent, and shall be denominated in an amount
equal to the aggregate principal 



 12
 









amount of, all of the Outstanding Securities of such series, (2) shall
be registered in the name of the Depositary or its nominee, (3) shall be
delivered by the Trustee to the Depositary or pursuant to the Depositary’s
instruction and (4) shall bear a legend substantially to the following
effect:  “Except as otherwise provided in
Section 2.11 of the Indenture, this Security may be transferred, in whole but
not in part, only to another nominee of the Depositary or to a successor
Depositary or to a nominee of such successor Depositary.”


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


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


ARTICLE  III


REDEMPTION
OF SECURITIES AND SINKING FUND PROVISIONS


SECTION  3.01      Redemption.


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



 13
 









SECTION  3.02      Notice of Redemption.


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


Each such notice of
redemption shall specify the date fixed for redemption and the redemption price
at which Securities of that series are to be redeemed, and shall state that
payment of the redemption price of such Securities to be redeemed will be made
at the office or agency of the Company in the Borough of Manhattan, the City
and State of New York, upon presentation and surrender of such Securities, that
interest accrued to the date fixed for redemption will be paid as specified in
said notice, that from and after said date interest will cease to accrue and
that the redemption is for a sinking fund, if such is the case.  If less than all the Securities of a series
are to be redeemed, the notice to the holders of Securities of that series to
be redeemed in whole or in part shall specify the particular Securities to be
so redeemed.  In case any Security is to
be redeemed in part only, the notice that relates to such Security shall state
the portion of the principal amount thereof to be redeemed, and shall state
that on and after the redemption date, upon surrender of such Security, a new
Security or Securities of such series in principal amount equal to the
unredeemed portion thereof will be issued.


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



 14
 









the case may be, such Security Register, transfer books or other
records, or suitable copies or extracts therefrom, sufficient to enable the
Trustee or such paying agent to give any notice by mail that may be required
under the provisions of this Section.


SECTION  3.03      Payment Upon Redemption.


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


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


SECTION  3.04      Sinking Fund.


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


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


SECTION  3.05      Satisfaction of Sinking Fund Payments with
Securities.


The Company (a) may
deliver Outstanding Securities of a series (other than any Securities
previously called for redemption) and (b) may apply as a credit Securities of a
series that have been redeemed either at the election of the Company pursuant
to the terms of such Securities or through the application of permitted
optional sinking fund payments pursuant to the terms of such Securities, in
each case in satisfaction of all or any part of any sinking fund 



 15
 









payment with respect to
the Securities of such series required to be made pursuant to the terms of such
Securities, provided that such Securities have not been previously so
credited.  Such Securities shall be
received and credited for such purpose by the Trustee at the redemption price
specified in such Securities for redemption through operation of the sinking
fund and the amount of such sinking fund payment shall be reduced accordingly.


SECTION  3.06      Redemption of Securities for Sinking Fund.


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


ARTICLE  IV


COVENANTS


SECTION  4.01      Payment of Principal, Premium and
Interest.


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


SECTION  4.02      Maintenance of Office or Agency.


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



 16
 









SECTION  4.03      Paying
Agents.


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


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


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


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


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


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


(c)           Notwithstanding
anything in this Section to the contrary, (1) the agreement to hold sums in
trust as provided in this Section is subject to the provisions of Section
11.05, and (2) the Company may at any time, for the purpose of obtaining the
satisfaction and discharge of this Indenture or for any other purpose, pay, or
direct any paying agent to pay, to the Trustee all sums held in trust by the
Company or such paying agent, such sums to be held by the Trustee upon the same
terms and conditions as those upon which such sums were held by the Company or
such paying agent; and, upon such payment by any paying agent to the Trustee,
such paying agent shall be released from all further liability with respect to
such money.



 17
 









SECTION 
4.04      Appointment to Fill
Vacancy in Office of Trustee.


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


ARTICLE  V


SECURITYHOLDERS’
LISTS AND REPORTS

BY THE COMPANY AND THE TRUSTEE


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


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


SECTION  5.02      Preservation Of Information;
Communications With Securityholders.


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


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


(c)           Securityholders may
communicate as provided in Section 312(b) of the Trust Indenture Act with other
Securityholders with respect to their rights under this Indenture or under the
Securities.  The Company, the Trustee, the
Security Registrar and any other Person shall have the protection of the Trust
Indenture Act Section 312(c).


SECTION  5.03      Reports by the Company.


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



 18
 









pursuant to either of such sections, then to file with the Trustee and
the Commission, in accordance with the rules and regulations prescribed from
time to time by the Commission, such of the supplementary and periodic
information, documents and reports that may be required pursuant to Section 13
of the Exchange Act, in respect of a security listed and registered on a
national securities exchange as may be prescribed from time to time in such
rules and regulations.


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


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


SECTION  5.04      Reports by the Trustee.


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


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


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


(d)           If an Event of
Default occurs and is continuing and the Trustee receives actual notice of such
Event of Default, the Trustee shall mail to each Securityholder notice of the
uncured Event of Default within 90 days after the occurrence thereof.  Except in the case of an Event of Default in
payment of principal of, or interest on, any Securities, or in the payment of
any sinking or purchase fund installment, the Trustee may withhold the notice
if and so long as the board of directors, the executive committee or a trust
committee of directors and/or Responsible Officers of the Trustee in good faith
determine that the withholding of such notice is in the interests of the
Securityholders.


 



 19















 


ARTICLE  VI


REMEDIES
OF THE TRUSTEE AND SECURITYHOLDERS ON EVENT OF DEFAULT


SECTION  6.01      Events of Default.


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


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


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


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


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


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


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



 20
 









declare the principal of all the Securities of that series to be due
and payable immediately, and upon any such declaration the same shall become
and shall be immediately due and payable.


(c)           At any time after
the principal of the Securities of that series shall have been so declared due
and payable, and before any judgment or decree for the payment of the moneys
due shall have been obtained or entered as hereinafter provided, the holders of
a majority in aggregate principal amount of the Securities of that series then
Outstanding hereunder, by written notice to the Company and the Trustee, may
rescind and annul such declaration and its consequences if:  (1) the Company has paid or deposited with
the Trustee a sum sufficient to pay all matured installments of interest upon
all the Securities of that series and the principal of (and premium, if any,
on) all Securities of that series that shall have become due otherwise than by
acceleration (with interest upon such principal and premium, if any, and, to
the extent that such payment is enforceable under applicable law, upon overdue
installments of interest, at the rate per annum expressed in the Securities of
that series to the date of such payment or deposit) and any amount payable to
the Trustee under Section 7.06, and (2) any and all other Events of Default
under the Indenture with respect to such series, other than the nonpayment of
principal on Securities of that series that shall not have become due by their
terms, shall have been remedied or waived as provided in Section 6.06.


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


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


SECTION  6.02      Suits for Enforcement by Trustee.


(a)           If an Event of
Default specified in Section 6.01(a)(1) or (2) hereof occurs and is continuing,
the Trustee, in its own name and as trustee of an express trust, shall be
entitled and empowered to institute any action or proceedings at law or in
equity for the collection of the sums so due and unpaid, and may prosecute any
such action or proceeding to judgment or final decree, and may enforce any such
judgment or final decree against the Company or other obligor upon the
Securities of that series and collect the moneys adjudged or decreed to be
payable in the manner provided by law out of the property of the Company or
other obligor upon the Securities of that series, wherever situated.


(b)           In case of any
receivership, insolvency, liquidation, bankruptcy, reorganization,
readjustment, arrangement, composition or judicial proceedings affecting the
Company, or its creditors or property, the Trustee shall have power to
intervene in such proceedings and take any action therein that may be permitted
by the court and shall (except as may be otherwise provided by law) be entitled
to file such proofs of claim and other papers and documents as may be necessary
or advisable in order to have the claims of the Trustee and of the holders of
Securities 



 21
 









of a series allowed for the entire amount due and payable by the
Company under this Indenture at the date of institution of such proceedings and
for any additional amount that may become due and payable by the Company after
such date, and to collect and receive any moneys or other property payable or
deliverable on any such claim, and to distribute the same after the deduction
of the amount payable to the Trustee under Section 7.06; and any receiver,
assignee or trustee in bankruptcy or reorganization is hereby authorized by
each of the holders of Securities of such series to make such payments to the
Trustee, and, in the event that the Trustee shall consent to the making of such
payments directly to such Securityholders, to pay to the Trustee any amount due
it under Section 7.06.


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


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


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


SECTION  6.03      Application of Moneys Collected.


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


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


SECOND:  To the payment of all Senior Indebtedness of
the Company if and to the extent required by Article Fourteen; and



 22
 









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


SECTION  6.04      Limitation on Suits.


No holder of any Security
of any series shall have any right by virtue or by availing of any provision of
this Indenture to institute any suit, action or proceeding in equity or at law
upon or under or with respect to this Indenture or for the appointment of a
receiver or trustee, or for any other remedy hereunder, unless (a) such holder
previously shall have given to the Trustee written notice of an Event of
Default and of the continuance thereof with respect to the Securities of such
series specifying such Event of Default, as hereinbefore provided; (b) the
holders of not less than 25% in aggregate principal amount of the Securities of
such series then Outstanding shall have made written request upon the Trustee
to institute such action, suit or proceeding in its own name as trustee
hereunder; (c) such holder or holders shall have offered to the Trustee such
reasonable indemnity as it may require against the costs, expenses and
liabilities to be incurred therein or thereby; (d) the Trustee for 60 days
after its receipt of such notice, request and offer of indemnity, shall have
failed to institute any such action, suit or proceeding; and (e) during such
60-day period, the holders of a majority in principal amount of the Securities
of that series shall not have given the Trustee a direction inconsistent with
the request.


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


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


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



 23
 









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


SECTION  6.06      Control by Securityholders.


The holders of a majority
in aggregate principal amount of the Securities of any series at the time
Outstanding, determined in accordance with Section 8.01, shall have the right
to direct the time, method and place of conducting any proceeding for any
remedy available to the Trustee, or exercising any trust or power conferred on
the Trustee with respect to such series; provided, however, that such direction
shall not be in conflict with any rule of law or with this Indenture or be
unduly prejudicial to the rights of holders of Securities of any other series
at the time Outstanding determined in accordance with Section 8.01.  Subject to the provisions of Section 7.01,
the Trustee shall have the right to decline to follow any such direction if the
Trustee in good faith shall, by a Responsible Officer or Officers of the
Trustee, determine that the proceeding so directed would involve the Trustee in
personal liability.  The holders of a
majority in aggregate principal amount of the Securities of any series at the
time Outstanding affected thereby, determined in accordance with Section 8.01,
may on behalf of the holders of all of the Securities of such series waive any
past default in the performance of any of the covenants contained herein or
established pursuant to Section 2.01 with respect to such series and its
consequences, except an uncured default in the payment of the principal of (or
premium, if any) or interest on, any of the Securities of that series as and
when the same shall become due by the terms of such Securities otherwise than
by acceleration (unless such default has been cured and a sum sufficient to pay
all matured installments of interest and principal and any premium has been
deposited with the Trustee (in accordance with Section 6.01(c)).  Upon any such waiver, the default covered
thereby shall be deemed to be cured for all purposes of this Indenture and the
Company, the Trustee and the holders of the Securities of such series shall be
restored to their former positions and rights hereunder, respectively; but no
such waiver shall extend to any subsequent or other default or impair any right
consequent thereon.


SECTION  6.07      Undertaking to Pay Costs.


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



 24
 









any) or interest on any
Security of such series, on or after the respective due dates expressed in such
Security or established pursuant to this Indenture.


ARTICLE  VII


CONCERNING
THE TRUSTEE


SECTION  7.01      Certain Duties and Responsibilities of
Trustee.


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


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


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


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


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


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



 25
 









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


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


SECTION  7.02      Certain Rights of Trustee.


Except as otherwise
provided in Section 7.01:


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


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


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


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


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


 



 26















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


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


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


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


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


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


SECTION  7.04      May Hold Securities.


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


SECTION  7.05      Moneys Held in Trust.


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



 27
 









SECTION  7.06      Compensation and Reimbursement.


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


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


SECTION  7.07      Reliance on Officers’ Certificate.


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


SECTION  7.08      Disqualification; Conflicting Interests.


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


SECTION  7.09      Corporate Trustee Required; Eligibility.


There shall at all times
be a Trustee with respect to the Securities issued hereunder which shall at all
times be a corporation organized and doing business under the laws of the
United States of America or any State or Territory thereof or of the District
of Columbia, or a corporation or other Person permitted to act as trustee by
the Commission, authorized under such laws to exercise corporate trust powers,
having a combined capital and surplus of at least 50 



 28
 









million U.S. dollars
($50,000,000), and subject to supervision or examination by Federal, State,
Territorial or District of Columbia authority. 
If such corporation publishes reports of condition at least annually,
pursuant to law or to the requirements of the aforesaid supervising or
examining authority, then for the purposes of this Section, the combined
capital and surplus of such corporation shall be deemed to be its combined capital
and surplus as set forth in its most recent report of condition so
published.  The Company may not, nor may
any Person directly or indirectly controlling, controlled by or under common
control with the Company, serve as Trustee. 
In case at any time the Trustee shall cease to be eligible in accordance
with the provisions of this Section, the Trustee shall resign immediately in
the manner and with the effect specified in Section 7.10.


SECTION  7.10      Resignation and Removal; Appointment of
Successor.


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


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


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


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


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


then, in any such case,
the Company may remove the Trustee with respect to all Securities and appoint a
successor trustee by written instrument, in duplicate, executed by order of the
Board of 



 29
 









Directors, one copy of
which instrument shall be delivered to the Trustee so removed and one copy to
the successor trustee, or, unless the Trustee’s duty to resign is stayed as
provided herein, any Securityholder who has been a bona fide holder of a
Security or Securities for at least six months may, on behalf of that holder
and all others similarly situated, petition any court of competent jurisdiction
for the removal of the Trustee and the appointment of a successor trustee.  Such court may thereupon after such notice,
if any, as it may deem proper and prescribe, remove the Trustee and appoint a
successor trustee.


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


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


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


SECTION  7.11      Acceptance of Appointment By Successor.


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


(b)           In case of the
appointment hereunder of a successor trustee with respect to the Securities of
one or more (but not all) series, the Company, the retiring Trustee and each
successor trustee with respect to the Securities of one or more series shall
execute and deliver an indenture supplemental hereto wherein each successor
trustee shall accept such appointment and which (1) shall contain such
provisions as shall be necessary or desirable to transfer and confirm to, and
to vest in, each successor trustee all the rights, powers, trusts and duties of
the retiring Trustee with respect to the Securities of that or those series to
which the appointment of such successor trustee relates, (2) shall contain such
provisions as shall be deemed necessary or desirable to confirm that all the
rights, powers, trusts and duties of the retiring Trustee with respect to the
Securities of that or those series as to which the retiring Trustee is not
retiring shall continue to be vested in the retiring Trustee, and (3) shall add
to or change any of the provisions of this Indenture as shall be necessary to
provide for or facilitate the administration of the trusts 



 30
 









hereunder by more than one Trustee, it being understood that nothing
herein or in such supplemental indenture shall constitute such Trustees
co-trustees of the same trust, that each such Trustee shall be trustee of a
trust or trusts hereunder separate and apart from any trust or trusts hereunder
administered by any other such Trustee and that no Trustee shall be responsible
for any act or failure to act on the part of any other Trustee hereunder; and
upon the execution and delivery of such supplemental indenture the resignation
or removal of the retiring Trustee shall become effective to the extent
provided therein, such retiring Trustee shall with respect to the Securities of
that or those series to which the appointment of such successor trustee relates
have no further responsibility for the exercise of rights and powers or for the
performance of the duties and obligations vested in the Trustee under this
Indenture, and each such successor trustee, without any further act, deed or
conveyance, shall become vested with all the rights, powers, trusts and duties
of the retiring Trustee with respect to the Securities of that or those series
to which the appointment of such successor trustee relates; but, on request of
the Company or any successor trustee, such retiring Trustee shall duly assign,
transfer and deliver to such successor trustee, to the extent contemplated by
such supplemental indenture, the property and money held by such retiring
Trustee hereunder with respect to the Securities of that or those series to
which the appointment of such successor trustee relates.


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


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


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


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


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



 31
 









SECTION  7.13      Preferential Collection of Claims Against
the Company.


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


ARTICLE  VIII


CONCERNING
THE SECURITYHOLDERS


SECTION  8.01      Evidence of Action by Securityholders.


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


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


SECTION  8.02      Proof of Execution by Securityholders.


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


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



 32
 









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


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


SECTION  8.03      Who May be Deemed Owners.


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


SECTION  8.04      Certain Securities Owned by Company
Disregarded.


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


SECTION  8.05      Actions Binding on Future Securityholders.


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



 33
 









registration of transfer
thereof or in place thereof, irrespective of whether or not any notation in
regard thereto is made upon such Security. 
Any action taken by the holders of the majority or percentage in
aggregate principal amount of the Securities of a particular series specified
in this Indenture in connection with such action shall be conclusively binding
upon the Company, the Trustee and the holders of all the Securities of that
series.


ARTICLE  IX


SUPPLEMENTAL
INDENTURES


SECTION  9.01      Supplemental Indentures Without the
Consent of Securityholders.


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


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


(b)           to comply with
Article Ten;


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


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


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


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


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


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



 34
 









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


SECTION  9.02      Supplemental Indentures With Consent of
Securityholders.


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


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


SECTION  9.03      Effect of Supplemental Indentures.


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


SECTION  9.04      Securities Affected by Supplemental
Indentures.


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


 



 35















SECTION  9.05      Execution of Supplemental Indentures.


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


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


ARTICLE  X


SUCCESSOR
ENTITY


SECTION  10.01    Company May Consolidate, Etc.


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



 36
 









formed by such
consolidation, or into which the Company shall have been merged, or by the
entity which shall have acquired such property.


SECTION 
10.02    Successor Entity
Substituted.


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


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


(c)           Nothing contained in
this Article shall apply to limit or impose any requirements upon the
consolidation or merger of any Person into the Company where the Company is the
survivor of such transaction, or the acquisition by the Company, by purchase or
otherwise, of all or any part of the property of any other Person (whether or
not affiliated with the Company).


SECTION  10.03    Evidence of Consolidation, Etc. to Trustee.


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


ARTICLE  XI


SATISFACTION
AND DISCHARGE


SECTION  11.01    Satisfaction and Discharge of Indenture.


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



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


SECTION  11.02    Discharge of Obligations.


If at any time all such
Securities of a particular series not heretofore delivered to the Trustee for
cancellation or that have not become due and payable as described in Section
11.01 shall have been paid by the Company by depositing irrevocably with the
Trustee as trust funds moneys or an amount of Governmental Obligations sufficient
to pay at maturity or upon redemption all such Securities of that series not
theretofore delivered to the Trustee for cancellation, including principal (and
premium, if any) and interest due or to become due to such date of maturity or
date fixed for redemption, as the case may be, and if the Company shall also
pay or cause to be paid all other sums payable hereunder by the Company with
respect to such series, then after the date such moneys or Governmental
Obligations, as the case may be, are deposited with the Trustee, the
obligations of the Company under this Indenture with respect to such series
shall cease to be of further effect except for the provisions of Sections 2.03,
2.05, 2.07, 4.01, 4.02, 4.03, 7.06, 7.10 and 11.05 hereof that shall survive until
such Securities shall mature and be paid. 
Thereafter, Sections 7.06 and 11.05 shall survive.


SECTION  11.03    Deposited Moneys to be Held in Trust.


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


SECTION  11.04    Payment of Moneys Held by Paying Agents.


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



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SECTION  11.05    Repayment to Company.


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


ARTICLE  XII


IMMUNITY
OF INCORPORATORS, STOCKHOLDERS, OFFICERS AND DIRECTORS


SECTION  12.01    No Recourse.


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


ARTICLE  XIII


MISCELLANEOUS
PROVISIONS


SECTION  13.01    Effect on Successors and Assigns.


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



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SECTION  13.02    Actions by Successor.


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


SECTION  13.03    Notices.


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


SECTION  13.04    Governing Law.


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


SECTION  13.05    Compliance Certificates and Opinions.


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


(b)           Each certificate or
opinion provided for in this Indenture and delivered to the Trustee with
respect to compliance with a condition or covenant in this Indenture shall
include (1) a statement that the Person making such certificate or opinion has
read such covenant or condition; (2) a brief statement as to the nature and
scope of the examination or investigation upon which the statements or opinions
contained in such certificate or opinion are based; (3) a statement that, in
the opinion of such Person, he has made such examination or investigation as is
necessary to enable him to express an informed opinion as to whether or not
such covenant or condition has been complied with; and (4) a statement as to
whether or not, in the opinion of such Person, such condition or covenant has
been complied with.


(c)           The Company shall
furnish to the Trustee, on [                                   ]
of each year, a brief certificate from the principal executive officer,
principal financial officer or principal accounting officer as to his or her
knowledge of such obligor’s compliance with all conditions 



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and covenants under this Indenture. 
For purposes of this subsection, such compliance shall be determined
without regard to any period of grace or requirement of notice provided
hereunder.


SECTION  13.06    Payments on Business Days.


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


SECTION  13.07    Conflict with Trust Indenture Act.


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


SECTION  13.08    Counterparts.


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


SECTION  13.09    Separability.


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


SECTION  13.10    Assignment.


The Indenture is binding
upon and inures to the benefit of the parties thereto and their respective
successors and assigns.  This Indenture
may not otherwise be assigned by the parties thereto.


ARTICLE  XIV


SUBORDINATION
OF SECURITIES


SECTION  14.01    Subordination Terms.


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



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


	
  

  	
   

  	
  COLLAGENEX PHARMACEUTICALS, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
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  [                         ],

  
	
   

  	
   

  	
  as Trustee

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
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